<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERITRADE HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 47-064265-7
---------------------------------------- ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
4211 South 102nd Street, Omaha, Nebraska 68127
- ---------------------------------------- ------------------------------
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
None Not Applicable
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value
----------------------------------------------
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
CLASS A COMMON STOCK, $.01 PAR VALUE
A complete description of the Class A Common Stock, $.01 par value per
share (the "Class A Stock"), which is to be registered hereunder will be
contained under the caption "Description of Capital Stock" in the Prospectus
forming a part of the Form S-1 Registration Statement (No. 333-17495) of
Ameritrade Holding Corporation (the "Registrant"), filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
amended (such Registration Statement is hereinafter referred to as the
"Registration Statement"). Such description shall be incorporated herein by
reference.
ITEM 2. EXHIBITS.
Exhibit
Number Exhibit
- ------- -------
1. Certificate of Incorporation of the Registrant (filed as Exhibit
Number 3.1 to the Registration Statement, and incorporated herein by
reference).
2. Bylaws of the Registrant (filed as Exhibit Number 3.2 to the
Registration Statement, and incorporated herein by reference).
3. Form of Certificate for Class A Stock (filed as Exhibit Number 4.1 to
the Registration Statement, and incorporated herein by reference).
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: February 21, 1997
AMERITRADE HOLDING CORPORATION
By: /s/ J. Joe Ricketts
--------------------------------
Name: J. Joe Ricketts
Title: Chairman and
Chief Executive Officer
-3-