SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
[X]
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Soliciting Material Pursuant to §240.14a-12 |
AMERITRADE HOLDING CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Common Stock |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Filed by Ameritrade Holding Corporation
Pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Ameritrade Holding Corporation
Commission File No.: 000-49992
This filing consists of an updated Ameritrade Holding Corporation Fact Sheet
posted to Ameritrades website on November 22, 2005.
ABOUT AMERITRADE
For 30 years, Ameritrade Holding Corporation has provided investment services to self-directed
individuals through its brokerage subsidiaries. Ameritrade develops and provides innovative
products and services tailored to meet the varying investing and portfolio management needs of
individual investors and institutional distribution partners. A brokerage industry leader,
Ameritrade, Inc. a subsidiary of Ameritrade Holding Corporation, recently received a four-star
rating in the 2005 Barrons Review of Online Brokers for its Apex active trader program. For more
information, please visit www.amtd.com.
September 2005
Quarter Results
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Net income of $94.4 million, or $0.23 per diluted share |
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Operating margin* of $178.2 million, or 65 percent of net revenues |
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Pre-tax income of $154.9 million, or 56 percent |
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Net revenues of $274.3 million |
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69,000 new account opened; 41,000 closed accounts; 1,735,000 qualified accounts** |
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Average client trades per day of approx. 146,000 |
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Client assets of approx. $83.3 billion |
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Average client margin balances of approx. $3.6 billion; Quarter ending balances of approx. $3.8 billion. |
Financial
Highlights
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FISCAL YEAR ENDED |
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2001 |
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2002 |
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2003 |
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2004 |
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2005 |
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Net Revenues (millions) |
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$ |
454.7 |
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$ |
430.8 |
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$ |
713.3 |
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$ |
880.1 |
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$ |
1,003.2 |
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Operating Margin* (millions) |
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$ |
93.2 |
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$ |
117.9 |
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$ |
318.7 |
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$ |
542.7 |
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$ |
637.1 |
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Advertising (millions) |
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$ |
148.0 |
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$ |
72.6 |
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$ |
90.4 |
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$ |
100.4 |
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$ |
92.3 |
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Net Income (Loss) (millions) |
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$ |
(91.2 |
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$ |
(29.0 |
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$ |
108.6 |
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$ |
282.8 |
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$ |
339.8 |
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Earnings (Loss) per ShareDiluted |
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$ |
(0.49 |
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$ |
(0.13 |
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$ |
0.25 |
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$ |
0.66 |
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$ |
0.82 |
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Average Client Trades per Day |
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102,413 |
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84,564 |
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143,470 |
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167,958 |
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155,696 |
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Total Accounts*** |
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1,951,000 |
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3,001,000 |
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3,171,000 |
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3,520,000 |
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3,717,000 |
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Qualified Accounts** |
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1,211,000 |
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1,520,000 |
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1,677,000 |
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1,735,000 |
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Client Assets (billions) |
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$ |
26.1 |
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$ |
33.9 |
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$ |
54.8 |
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$ |
68.8 |
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$ |
83.3 |
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Weighted Average Shares |
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OutstandingDiluted (millions) |
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185.8 |
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227.3 |
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432.5 |
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427.0 |
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413.2 |
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Stock Price (at period end) |
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$ |
4.01 |
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$ |
3.90 |
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$ |
11.97 |
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$ |
11.68 |
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$ |
21.47 |
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Datek Results are included beginning September 9, 2002
*see Reconciliation of Financial Measures
**Client accounts with a total liquidation value of $2,000 or more, except Clearing Accounts. Historical data available from September 2002.
***All open accounts (funded and unfunded) except clearing accounts.
Reconciliation
of Financial Measures (in millions)
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FISCAL YEAR ENDED |
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2001 |
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2002 |
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2003 |
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2004 |
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Sep Q 05 |
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2005 |
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Operating Margin |
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$ |
93,274 |
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$ |
117,930 |
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$ |
318,670 |
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$ |
542,687 |
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$ |
178,249 |
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$ |
637,061 |
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Less: |
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Advertising |
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(148,009 |
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(72,638 |
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(90,415 |
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(100,364 |
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(20,005 |
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(92,312 |
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Gain/(loss) on disposal of property |
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(999 |
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(403 |
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5,093 |
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(1,166 |
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208 |
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428 |
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Unrealized fair value adj. of derivative instruments |
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(46,668 |
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17,930 |
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(3,511 |
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8,315 |
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Gain on sale of investments |
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9,692 |
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0 |
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0 |
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0 |
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0 |
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0 |
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Restructuring
and asset impairment charges |
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(38,268 |
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(63,406 |
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(5,991 |
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0 |
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0 |
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0 |
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Debt conversion expense |
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(62,082 |
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0 |
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0 |
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0 |
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0 |
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0 |
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Pre-tax income |
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$ |
(146,392 |
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$ |
(18,517 |
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$ |
180,689 |
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$ |
459,087 |
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$ |
154,941 |
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$ |
553,492 |
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Note: The
term GAAP in the following explanation refers to generally accepted accounting
principles in the United States.
Operating margin is considered a Non-GAAP financial measure as defined by SEC Regulation G. We
define operating margin as pre-tax income, adjusted to remove advertising expense, unrealized
gains and losses on financial instruments and any unusual gains or charges. We consider
operating margin an important measure of the financial performance of our ongoing business.
Advertising spending is excluded from operating margin because it is largely at the discretion
of the Company, varies significantly from period to period based on market conditions and
relates to the acquisition of future revenues through new accounts rather than current revenues
from existing accounts. Unrealized gains and losses on financial instruments and unusual gains
and charges are excluded from operating margin because we believe they are not likely to be
indicative of the ongoing operations of our business. Operating margin should be considered in
addition to, rather than as a substitute for, pre-tax income and net income.
Company
Organization
Ameritrades
Client Group utilizes an outside-in perspective to deliver
client-driven products and services aimed at providing a superior, value-priced
experience for active traders, long-term investors and registered
investment advisors.
Ameritrade ® has historically been our core offering
for self-directed retail investors. We offer sophisticated tools and
services, including Ameritrade StreamerTM, Ameritrade
command center, SnapTicketTM, Trade TriggersTM
and Ameritrade Advanced AnalyzerTM. We offer
Ameritrade ApexTM for clients that place an average of 5
trades per month over a three-month period or have a $100,000 total
account value. Apex clients receive free access to services that are
normally available on a subscription basis and access to exclusive
services and content.1
Ameritrade Plus is designed for self-directed clients
seeking long-term portfolio management tools and a higher degree of
personalized client service. Clients have access to a comprehensive
suite of portfolio management tools for long-term investing
strategies. Clients of Ameritrade Plus with an account value over
$5,000 have access to a dedicated account executive.
Ameritrade Izone is a streamlined version of Ameritrade designed
exclusively for self-sufficient investors who prefer managing their
accounts online. Clients forgo traditional support and service in
favor of a purely electronic brokerage experience with low online
commissions.
Ameritrade Canada provides Canadian resident clients with fast and
low-cost U.S. equity trading.
Ameritrade Advisor Services offers a low-cost
alternative for independent financial advisors and registered
investment advisors.
Ameritrade Corporate Services provides self-directed
brokerage services to employees and executives of corporations,
either directly in partnership with the corporation or through
joint marketing relationships with third-party administrators, such
as 401(k) providers and employee benefit consultants.
RECENT MILESTONES
September 2005 Ameritrade appoints
Jerry Bartlett as Chief
Information Officer
August 2005
Ameritrade appoints Asiff Hirji as
Chief Operating Officer
June 2005
Ameritrade announces a definitive
agreement to acquire TDWaterhouse
U.S.A., with the transaction
combining two complementary
organizations to
create the retail broker as
determined by the average number
of retail equity trades per day
May 2005 Ameritrade celebrates 30
years of providing individual
investors with the tools they need
to pursue their financial goals
March 2005 Ameritrade firmly
aligns operations with client
centric strategy, creating new
Client Experience Group
March 2005
Ameritrade Apex receives a
four-star rating in the 2005
Barrons Review of Online Brokers,
finishing 2nd overall
among browser-based brokers
October 2004 Ameritrade completes
the purchase of approximately
45,000 online retail accounts from
JB Oxford & Company
January 2004
Completion of Bidwell & Company
acquisition adds approximately
100,000 accounts and $5 billion in
client assets
June 2003 Ameritrade
completes the purchase of
approximately 16,500
Mydiscountbroker.com online retail
accounts from SWS Group, Inc.
(NYSE: SWS)
September 2002
Ameritrade merges with Datek
Online Holdings Corp.
Corporate
Information
MANAGEMENT TEAM
J. Joe Ricketts Chairman and Founder
Joe Moglia Chief Executive Officer
Jerry Bartlett Chief Information Officer
Bryce Engel Senior Vice President, Chief Brokerage Operations Officer
Phylis Esposito Executive Vice President, Chief Strategy Officer
Asiff Hirji Executive Vice President, Chief Operating Officer
Ellen Koplow Executive Vice President, General Counsel
Randy MacDonald Executive Vice President, Chief Financial Officer and Chief Administrative Officer
Anne Nelson Executive Vice President, Chief Marketing Officer
Larry Szczech Executive Vice President, Chief Client Officer
CORPORATE HEADQUARTERS
4211 S. 102nd
Street Omaha, NE, 68127
MAILING ADDRESS
PO Box 2760
Omaha, NE
68103-2760
800-237-8692
FOR MORE INFORMATION
Investor Relations:
402-597-5658
Corporate Communications:
800-400-1336
www.amtd.com
E-mail: amtdinfo@ameritrade.com
1IRAs may be excluded from some Apex offers. Apex membership may
also be granted on a free trial basis. Qualification is reviewed every three months.
Professional access to real-time data differs. Apex professionals can subscribe to
receive real-time NYSE market data for $127.25 a month.
Ameritrade, Ameritrade Plus, Ameritrade Advisor Services and Ameritrade Corporate
Services are Divisions of Ameritrade, Inc., member NASD/SIPC. Ameritrade Canada,
Inc., member IDA/CIPF. Ameritrade Inc. and Ameritrade Canada, Inc. are subsidiaries
of Ameritrade Holding Corpioration. Ameritrade, Ameritrade logos and Ameritrade
products and services are trademarks or registered trademarks of Ameritrade
IPCompany, Inc. © 2005 Ameritrade IP Company Inc. All rights reserved. Used with
permission. AMTD IR 11/05
Additional
Information and Where to Find It
In connection with the proposed transaction, Ameritrade filed a revised preliminary
proxy statement concerning the transaction with the Securities and Exchange
Commission (SEC) with a filing date of October 31, 2005. Ameritrade will also file
a definitive proxy statement and relevant documents with the SEC in connection with
the proposed transaction. SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders can obtain free copies of the definitive proxy statement and other
documents when they become available by contacting Investor Relations at
www.amtd.com, or by mail at Ameritrade Investor Relations, 4211 S. 102 Street, Omaha,
NE 68127, or by Telephone: 800-237-8692. In addition, documents filed with the SEC by
Ameritrade are available free of charge at the SECs web site at www.sec.gov.
Ameritrade Holding Corporation, The Toronto-Dominion Bank, and their respective
directors and executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Ameritrade in connection with the proposed
transaction. Information regarding the special interests of these directors and
executive officers in the proposed transaction is included in the preliminary proxy
statement of Ameritrade described above. This document is available free of charge at
the SECs web site at www.sec.gov and from Investor Relations at Ameritrade as
described above. Information regarding The Toronto-Dominion Banks directors and
executive officers is available in its Annual Report on Form 40-F for the year ended
October 31, 2004, which was filed with the SEC on December 13, 2004, and in its
notice of annual meeting and proxy circular for its 2005 annual meeting, which was
filed with the SEC on February 17, 2005. These documents are available free of charge
at the SECs web site at www.sec.gov.