<PAGE> 1
SCHEDULE 14A
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Ameritrade Holding Corporation
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
- ------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
June 14, 1999
Dear Fellow Stockholder:
A Special Meeting of Stockholders will be held in Omaha, Nebraska, on
Thursday, July 1, 1999. The accompanying proxy materials (consisting of the
Notice of Special Meeting, the Proxy Statement and the form of proxy) provide
additional information about the Special Meeting, including details on the
proposal to be voted on.
In addition to the ability to vote your shares using the traditional paper
proxy card, you may vote via the Internet by accessing ADP's website at
www.proxyvote.com, or you may vote by touchtone telephone by calling the
toll-free number shown on your voting instruction form. You will need the
Control Number that is imprinted on your personalized proxy card or that you
have received from ADP electronically.
We look forward to your participation in the Special Meeting process and,
as always, appreciate your support.
Sincerely,
/s/ J. JOE RICKETTS
J. Joe Ricketts, Chairman of the Board and
Co-Chief Executive Officer
<PAGE> 3
AMERITRADE HOLDING CORPORATION
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
JULY 1, 1999
A Special Meeting of Stockholders of Ameritrade Holding Corporation (the
"Company") will be held at the Company's principal executive offices at 4211
South 102nd Street in Omaha, Nebraska 68127, on Thursday, July 1, 1999, at 9:30
a.m., Central Daylight Time, for the following purposes:
(1) To amend and restate the Company's Certificate of Incorporation to
increase the number of shares of Class A Common Stock and Class B Common
Stock that the Company is authorized to issue; and
(2) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Enclosed with this Notice is a Proxy Statement setting forth information
with respect to the proposal to amend and restate the Company's Certificate of
Incorporation. Only stockholders holding shares of the Company's Class A Common
Stock ("Class A Stockholders") of record at the close of business on June 11,
1999 will be entitled to notice of and to vote at the meeting.
For ten days prior to the Special Meeting, a list of stockholders entitled
to vote at the Special Meeting with the address of and number of shares held by
each will be kept on file at the offices of the Company at 4211 South 102nd
Street, Omaha, Nebraska 68127, and will be available for inspection by any
stockholder at any time during usual business hours. The list will also be
available for inspection by any stockholder during the meeting.
Class A Stockholders, whether or not they expect to be present at the
meeting, are requested to sign and date the enclosed proxy, which is solicited
on behalf of the Board of Directors, and return it promptly in the envelope
enclosed for that purpose. As an alternative to delivering a paper proxy, you
may enter your voting instructions by phone at the toll-free number listed on
the proxy card or via the Internet at www.proxyvote.com. In either case, you
will need the Control Number printed on your proxy card. Any person giving a
proxy has the power to revoke it at any time prior to the Special Meeting and
Class A Stockholders who are present at the meeting may revoke their proxies at
the Special Meeting and vote in person.
By Order of the Board of Directors
/s/ J. PETER RICKETTS
J. Peter Ricketts, Secretary
Omaha, Nebraska
June 14, 1999
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER SOLICITATION FOR PROXIES TO ENSURE A QUORUM AT THE SPECIAL MEETING.
<PAGE> 4
AMERITRADE HOLDING CORPORATION
4211 SOUTH 102ND STREET
OMAHA, NE 68127
------------------------
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
OF
COMMON STOCK
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Special Meeting of Stockholders of Ameritrade Holding
Corporation (the "Company") to be held on July 1, 1999, at the Company's
principal executive offices at 4211 South 102nd Street in Omaha, Nebraska 68127,
at 9:30 a.m., Central Daylight Time, for the purposes set forth in the
accompanying Notice of Special Meeting of Stockholders. This Proxy Statement and
the proxy cards are first being mailed to stockholders on or about June 15,
1999.
The Company has two classes of Common Stock, the Class A Common Stock (the
"Class A Stock") and the Class B Common Stock (the "Class B Stock" and, together
with the Class A Stock, the "Common Stock"). The accompanying proxy is solicited
with respect to the holders of the Class A Stock (the "Class A Stockholders") on
behalf of the Board of Directors of the Company and is revocable at any time
prior to the Special Meeting by written notice of termination given to the
Secretary of the Company or by delivering to him a later-dated proxy.
Furthermore, the Class A Stockholders who are present at the Special Meeting may
revoke their proxies and vote in person. All shares of the Company's Class A
Stock represented by properly executed and unrevoked proxies will be voted by
the individuals designated as proxies on the proxy card in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted "FOR" the proposal set forth in this Proxy Statement for consideration at
the Special Meeting. In addition, the Directors believe that shares of the Class
A Stock held by executive officers and Directors of the Company will be voted
"FOR" such proposal. These shares represent over 51 percent of the Class A Stock
outstanding as of June 1, 1999. The holders of all of the Class B Stock have,
pursuant to a unanimous written consent, already approved the proposal set forth
in this Proxy Statement. The shares of Class A Stock held by executive officers
and Directors of the Company will, together with the shares of Class B Stock,
constitute over 51 percent of the total shares outstanding as of June 1, 1999.
Shares of Class A Stock entitled to vote and represented by properly executed,
returned and unrevoked proxies will be considered present at the meeting for
purposes of determining a quorum, including shares with respect to which votes
are withheld, abstentions are cast or there are broker non-votes.
VOTING SECURITIES AND PRINCIPAL OWNERSHIP THEREOF
The Company has two authorized classes of Common Stock, which are
designated Class A Common Stock and Class B Common Stock. The two classes of
Common Stock are identical in all respects except that the holders of the Class
B Stock (the "Class B Stockholders") are entitled to elect a majority of the
Board of Directors. Otherwise, each share of Common Stock is entitled to one
vote upon each matter to be voted on at the Special Meeting. Stockholders do not
have the right to cumulate votes in the election of Directors. The holders of
Class B Stock may convert their shares into an equal number of shares of Class A
Stock, but holders of Class A Stock may not convert their shares into Class B
Stock.
Only holders of Class A Stock of record at the close of business on June
11, 1999 (the "Record Date") will be entitled to vote at the Special Meeting. As
of the Record Date, there were 52,687,880 shares of Class A Stock issued and
outstanding and 5,457,600 shares of Class B Stock issued and outstanding.
<PAGE> 5
The following table sets forth, as of June 1, 1999, the beneficial
ownership of each class of the Company's Common Stock by Directors, by the
Co-Chief Executive Officers and each of the other four highest compensated
executive officers for the Company's fiscal year ended September 25, 1998, by
each person believed by the Company to beneficially own more than 5 percent of
the Company's Common Stock and by all current executive officers and Directors
of the Company as a group:
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF NUMBER OF PERCENT OF
SHARES OF SHARES OF SHARES OF SHARES OF
CLASS A CLASS A CLASS B CLASS B
NAME STOCK STOCK STOCK STOCK
---- ---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE OFFICERS
J. Joe Ricketts(1), Director, Chairman and Co-Chief
Executive Officer................................... 23,718,137 45.0% 2,728,896 50.1%
Thomas Lewis(2), Co-Chief Executive Officer........... 0 0 0 0
Robert T. Slezak(3), Director, Vice President, Chief
Financial Officer and Treasurer..................... 193,244 * 0 0
Peter D. Horst(4), Vice President, Marketing.......... 3,850 * 0 0
Joseph A. Konen(5), Chief Executive Officer, OnMoney
Financial Services Corporation...................... 31,781 * 0 0
Kurt D. Halvorson(6), President, Advanced Clearing.... 88,544 * 0 0
Gene L. Finn, Director................................ 11,200 * 0 0
David W. Garrison(7), Director........................ 6,426 * 0 0
Thomas Y. Hartley, Director........................... 0 0 0 0
Charles L. Marinaccio(8), Director.................... 13,068 * 0 0
Mark L. Mitchell(8), Director......................... 34,748 * 0 0
John W. Ward(9), Director............................. 10,564 * 0 0
All Directors and Executive Officers as a group
(18 in group)....................................... 27,225,192 51.7% 2,728,896 50.1%
OTHER STOCKHOLDERS
Marlene M. Ricketts(10)............................... 22,077,192 41.9% 2,728,704 49.9%
Ricketts Grandchildren Trust(11)...................... 6,336,000 12.0% 0 0
</TABLE>
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* Less than 1 percent of the issued and outstanding shares of the class.
(1) Shares of Class A Stock beneficially owned by Mr. Ricketts consist of
21,966,408 shares held jointly with Marlene M. Ricketts, his spouse,
110,784 shares held in the J. Ricketts IRA, 1,542,011 shares held in Mr.
Ricketts' 401(k) account, and 98,934 shares issuable upon the exercise of
options exercisable within 60 days from June 1, 1999. Shares of Class B
Stock beneficially owned by Mr. Ricketts consist of 2,728,896 shares owned
by the Joe Ricketts Dynasty Trust. If all shares of Class B Stock
beneficially owned by Mr. Ricketts were converted into Class A Stock, Mr.
Ricketts would beneficially own 26,447,033 shares of Class A Stock, which
would represent approximately 47.7 percent of the total shares of Class A
Stock that would be issued and outstanding after such conversion. Mr.
Ricketts' address is c/o Ameritrade Holding Corporation, 4211 South 102nd
Street, Omaha, Nebraska 68127.
(2) Mr. Lewis began his employment with the Company in February 1999.
(3) Consists of 18,220 shares of Class A Stock held by Robert T. Slezak and
Jane G. Slezak, as trustees of the Robert T. Slezak and Jane G. Slezak
Revocable Trust, and 175,024 shares of Class A Stock held in Mr. Slezak's
401(k) account.
(4) Consists of 2,000 shares of Class A Stock held jointly with Deborah R.
Horst, his spouse, and 1,850 shares of Class A Stock held in Mr. Horst's
401(k) account.
(5) Consists of shares of Class A Stock held in Mr. Konen's 401(k) account.
(6) Consists of 3,200 shares of Class A Stock held jointly with Melinda K.
Halvorson, his spouse, and 85,344 shares of Class A Stock held in Mr.
Halvorson's 401(k) account.
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(7) Includes 2,134 shares of Class A Stock issuable upon the exercise of
options exercisable within 60 days from June 1, 1999.
(8) For each of Mr. Marinaccio and Mr. Mitchell, includes 11,200 shares of
Class A Stock issuable upon the exercise of options exercisable within 60
days from June 1, 1999.
(9) Includes 4,800 shares of Class A Stock issuable upon the exercise of
options exercisable within 60 days from June 1, 1999.
(10) Shares of Class A Stock beneficially owned by Mrs. Ricketts consist of
21,966,408 shares held jointly with J. Joe Ricketts, her spouse, and
110,784 shares held in the M. Ricketts IRA. Shares of Class B Stock
beneficially owned by Mrs. Ricketts consist of 2,728,704 shares owned by
the Marlene Ricketts Dynasty Trust. If all shares of Class B Stock
beneficially owned by Mrs. Ricketts were converted into Class A Stock, Mrs.
Ricketts would beneficially own 24,805,896 shares of Class A Stock, which
would represent approximately 44.8 percent of the total shares of Class A
Stock that would be issued and outstanding after such conversion. Mrs.
Ricketts' address is c/o Ameritrade Holding Corporation, 4211 South 102nd
Street, Omaha, Nebraska 68127.
(11) The trustee of the Ricketts Grandchildren Trust is First National Bank of
Omaha, First National Center, 16th and Dodge Streets, Omaha, Nebraska,
68102.
RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has declared advisable, and directed that there be
submitted to the stockholders of the Company for approval, a Restated
Certificate of Incorporation. In the event that stockholder approval is
received, Article FOURTH would be amended to increase the number of shares of
Class A Stock that the Company is authorized to issue to 270,000,000 and to
increase the number of shares of Class B Stock that the Company is authorized to
issue to 18,000,000. Additionally, the Restated Certificate of Incorporation
would include two minor corrections. One correction would be to subparagraph
(3)(b)(i) of Section B of Article FOURTH, to clarify a reference, in the last
sentence, to "the holder or holders of record." The other correction would be to
Article FIFTH, to conform the wording to that which is prescribed by the
Delaware General Corporation Law. The text of the Restated Certificate of
Incorporation is set forth in Exhibit A to this Proxy Statement.
Currently the Company has a total of 69,000,000 shares of capital stock
authorized, consisting of 60,000,000 shares of Class A Stock, 6,000,000 shares
of Class B Stock and 3,000,000 shares of preferred stock. As of the Record Date,
there were 52,687,880 shares of Class A Stock and 5,457,600 shares of Class B
Stock issued and outstanding. No shares of preferred stock were issued and
outstanding. The Board of Directors has proposed this amendment to ensure that a
sufficient number of shares of capital stock will be available, if needed, in
connection with future transactions that the Board of Directors may consider
advantageous to the Company, including stock splits effected as stock dividends,
public offerings and acquisitions or other business combinations and
transactions. An increase in the number of shares of capital stock authorized
for issuance would be beneficial to the Company by providing additional
flexibility to respond to future business opportunities as they may arise and by
enabling the Board of Directors to issue additional shares of capital stock
expeditiously if and when it deems such an issuance to be advisable.
The additional shares of capital stock will be available for issuance
without further action by the stockholders, except as required by Delaware law
or the rules of The Nasdaq National Market. The additional shares of capital
stock would not be subject to any preemptive rights and could be issued at any
time and to any person by the Board of Directors.
Increasing the authorized capital stock of the Company may have certain
anti-takeover effects such as deterring certain mergers, tender offers and proxy
contests or other takeover attempts that some or a majority of stockholders may
deem to be in their best interests. Management is not aware of any specific
attempt to accumulate the Company's securities or to obtain control of the
Company by means of a merger, tender offer, proxy contest or other takeover
device. In addition, the proposed amendment is not part of a plan to adopt
3
<PAGE> 7
further amendments to the Company's Certificate of Incorporation that would
affect the ability of third parties to take over or change control of the
Company.
The Board of Directors believes that the stock price of the Company over
the past several months may have created obstacles and difficulties for certain
investors and market makers in the Common Stock and believes that a stock split
would be in the best interests of the Company. The Board of Directors has
approved a three-for-one stock split with respect to both the Class A Stock and
the Class B Stock, subject to the approval by the stockholders of the Restated
Certificate of Incorporation. If such approval is received, the Board of
Directors intends to effect such stock split on July 2, 1999. The stock split
will be effected by the Company distributing, as a dividend to each Class A
Stockholder as of the Record Date, two additional shares of Class A Stock for
each share of Class A Stock held by such holder as of the Record Date, and, as a
dividend to each Class B Stockholder as of the Record Date, two additional
shares of Class B Stock for each share of Class B Stock held by such holder as
of the Record Date.
In addition to the intended 3-for-1 stock split, the Company is considering
making a public offering of shares of Class A Stock during the second half of
1999, in which certain Class A Stockholders may also elect to offer shares of
Class A Stock for sale to the public. The Company has not yet determined the
number of shares of Class A Stock to be offered for sale. The price at which
shares of Class A Stock may be offered to the public, and the underwriting
discounts and commissions to be paid to the underwriters, will depend upon
market conditions for shares of the Class A Stock. As a result, the Company
cannot estimate the amount of the net proceeds that it would receive from such
offering. If such offering is consummated, the Company intends to use the net
proceeds received by it for general corporate purposes. There can be no
assurance that an offering will occur.
Under Delaware corporate law, a proposed amendment to the Certificate of
Incorporation requires a vote by the holders of the outstanding shares of
capital stock that are entitled to vote thereon. In addition, the holders of the
outstanding shares of a class of capital stock are entitled to vote as a class
on a proposed amendment to the Certificate of Incorporation if the amendment
would increase or decrease the aggregate number of authorized shares of such
class. Therefore, the proposed Restated Certificate of Incorporation must be
approved by the affirmative vote of a majority of the outstanding shares of the
Common Stock and a majority of the outstanding shares of each of the Class A
Stock and the Class B Stock. As a result, abstentions and broker non-votes will
have the same effect as a vote against the proposed amendment. This proxy is
being solicited with respect to the proposed Restated Certificate of
Incorporation only from the holders of outstanding Class A Stock. Proxies
submitted pursuant to this solicitation will be voted in favor of the proposed
Restated Certificate of Incorporation, unless specified otherwise.
If the proposed Restated Certificate of Incorporation is approved, the
appropriate officers of the Company will execute and file with the Secretary of
State of the State of Delaware a Restated Certificate of Incorporation in the
form set forth in Exhibit A to this Proxy Statement.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE CLASS A STOCKHOLDERS VOTE "FOR"
THE APPROVAL OF THE RESTATED CERTIFICATE OF INCORPORATION.
SUBMISSION OF STOCKHOLDER PROPOSALS
Pursuant to the Company's Bylaws, in order to be included in the Company's
Proxy Statement relating to its next annual meeting, stockholder proposals must
be submitted by September 13, 1999 to the Secretary of the Company at its
principal executive offices. Such proposals must set forth (i) a brief
description of the business desired to be brought before the annual meeting and
the reason for conducting such business at the annual meeting, (ii) the name and
address of the stockholder proposing such business, (iii) the class and number
of shares of the Common Stock beneficially owned by such stockholder and (iv)
any material interest of such stockholder in such business. Only stockholders of
record are entitled to bring business before the next annual meeting or make
nominations for Directors. The inclusion of any such proposal in such proxy
material shall be subject to the requirements of the proxy rules adopted under
the Securities Exchange Act of 1934, as amended.
4
<PAGE> 8
OTHER MATTERS
Management does not now intend to bring before the Special Meeting any
matters other than those disclosed in the Notice of Special Meeting of
Stockholders and it does not know of any business which persons, other than the
management, intend to present at the meeting. Should any other matters requiring
a vote of the stockholders arise, the proxies in the enclosed form confer upon
the person or persons entitled to vote the shares represented by such proxies
discretionary authority to vote the same in respect of any such other matter in
accordance with their best judgment.
The Company will bear the cost of soliciting proxies. To the extent
necessary, proxies may be solicited by Directors, officers and employees of the
Company in person, by telephone or through other forms of communication, but
such persons will not receive any additional compensation for such solicitation.
In addition, the Company has engaged the services of Morrow & Co., Inc., a
professional proxy solicitation firm, to assist in the solicitation of proxies
for a fee of $3,500 plus reimbursement of expenses. The Company will reimburse
brokerage firms, banks and other custodians, nominees and fiduciaries for
reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of the Class A Stock.
By Order of the Board of Directors
/s/ J. PETER RICKETTS
J. Peter Ricketts, Secretary
Omaha, Nebraska
June 14, 1999
5
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EXHIBIT A
As amended, the Company's Restated Certificate of Incorporation will read,
in its entirety, as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
AMERITRADE HOLDING CORPORATION
FIRST: The name of the corporation is Ameritrade Holding Corporation (the
"Corporation").
SECOND: The registered office of the Corporation in the State of Delaware
is located at 1209 Orange Street in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware (the "Act").
FOURTH: The total number of shares of capital stock which the Corporation
has authority to issue is 291,000,000 shares, consisting of:
(1) 3,000,000 shares of Preferred Stock, par value $1.00 per share
(the "Preferred Stock");
(2) 270,000,000 shares of Class A Common Stock, par value $.01 per
share (the "Class A Stock"); and
(3) 18,000,000 shares of Class B Common Stock, par value $.01 per
share (the "Class B Stock").
The Class A Stock and the Class B Stock are hereafter collectively referred
to as the "Common Stock."
A. PREFERRED STOCK
Authority is hereby expressly granted to the Board of Directors to
authorize the issuance of one or more series of Preferred Stock and with respect
to each such series to fix by resolution or resolutions providing for the
issuance of such series the voting powers, full or limited, if any, of the
shares of such series and the designations, preferences and relative,
participating, optional or other special rights and the qualifications,
limitations or restrictions thereof.
B. COMMON STOCK
Except as otherwise provided in this Section B or as otherwise required by
applicable law, all shares of Class A Stock and Class B Stock shall be identical
in all respects and shall entitle the holders thereof to the same rights and
privileges, subject to the same qualifications, limitations and restrictions.
1. Voting Rights.
(a) General. Except as otherwise provided in this Section B or as
otherwise required by applicable law, the holders of Class A Stock and the
holders of Class B Stock shall vote as a single class and shall be entitled to
one vote per share on all matters to be voted on by the stockholders of the
Corporation.
(b) Election of Directors. The number of directors shall be determined in
the manner provided in the Bylaws of the Corporation. The Class B Stock shall be
entitled to elect a majority of the directors and the Class A Stock shall be
entitled to elect the remaining directors.
(c) Removal. Only the holders of Class A Stock shall be entitled to vote
on the removal, with or without cause, of any director elected by the holders of
Class A Stock. Only the holders of Class B Stock shall be entitled to vote on
the removal, with or without cause, of any director elected by the holders of
Class B Stock.
(d) Vacancies. Any vacancy in the office of a director created by the
death, resignation or removal of a director elected by the holders of Class A
Stock shall be filled only by a vote of the holders of Class A Stock.
A-1
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Any vacancy in the office of a director created by the death, resignation or
removal of a director elected by the holders of Class B Stock shall be filled
only by a vote of the holders of Class B Stock. Notwithstanding anything in this
Section (d) to the contrary, any vacancy in the office of a director may be
filled by the vote of the majority of the directors (or director) elected by the
same class of stock that elected the director whose death, resignation or
removal created the vacancy, or in the event that there are no such directors,
by the vote of the majority of the other directors or by the sole remaining
director, regardless, in each instance, of any quorum requirements set forth in
the Bylaws of the Corporation. Any director elected by the stockholders or by
some or all of the directors to fill a vacancy shall serve until the next annual
meeting of stockholders and until his or her successor has been elected and has
qualified. Any vacancy in the office of a director created by the increase in
the number of directors may be filled by election at the next annual or special
meeting of stockholders in accordance with Section 1(b) or by the vote of all
the directors prior to such annual or special meeting of stockholders, in which
case the directors shall designate which class of stock shall be deemed to have
elected the director filling such vacancy.
(e) One Class Outstanding. Notwithstanding anything in this Section 1 to
the contrary, the holders of Class A Stock shall be entitled to elect all of the
directors and shall have exclusive voting power on all matters at any time when
no Class B Stock is issued and outstanding, and the holders of Class B Stock
shall be entitled to elect all of the directors and shall have exclusive voting
power on all matters at any time when no Class A Stock is issued and
outstanding, subject in each case to the provisions of any Preferred Stock.
2. Dividends. As and when dividends are declared or paid on the Common
Stock, whether in cash, property or securities of the Corporation, the holders
of Class A Stock and the holders of Class B Stock shall be entitled to
participate in such dividends ratably on a per share basis; provided that if
dividends are declared that are payable in shares of Class A Stock or Class B
Stock, dividends shall be declared that are payable at the same rate on both
classes of stock and any dividends payable in shares of Class A Stock shall be
payable to holders of that class of stock and any dividends payable in shares of
Class B Stock shall be payable to holders of that class of stock.
3. Conversion.
(a) Conversion of Class A Stock. The Class A Stock is not convertible.
(b) Conversion of Class B Stock.
(i) Each share of Class B Stock may be converted into one share of
Class A Stock at any time at the option of and without cost to the holder
thereof. Any such conversion may be effected by any holder of Class B Stock
surrendering such holder's certificate or certificates representing the
Class B Stock to be converted, duly endorsed, at the principal office of
the Corporation or any transfer agent for the Class B Stock during normal
business hours, together with a written notice to the Corporation at such
office that such holder elects to convert all or a specified number of
shares of Class B Stock and stating the name or names in which such holder
desires the certificate or certificates representing such Class A Stock to
be issued. Promptly thereafter, the Corporation shall issue and deliver to
such holder, or such holder's nominee or nominees, a certificate or
certificates representing the number of shares of Class A Stock to which
such holder shall be entitled. Such conversion shall be deemed to have been
made at the close of business on the date of such surrender and receipt of
such notice and the person or persons entitled to receive the Class A Stock
issuable upon such conversion shall be treated for all purposes as the
holder or holders of record of such Class A Stock as of the close of
business on that date.
(ii) Each share of Class B Stock shall automatically convert into one
share of Class A Stock if the number of issued and outstanding shares of
Common Stock held by the Control Group is less than twenty percent (20%) of
the aggregate number of issued and outstanding shares of Common Stock.
(iii) Each share of Class B Stock shall automatically convert into one
share of Class A Stock in the event such share is sold or transferred to
any person other than to a member of the Control Group. If any share of
Class B Stock is sold or transferred to a member of the Control Group who
subsequently ceases to be a member of the Control Group, each such share
shall automatically convert into one share of Class A Stock.
A-2
<PAGE> 11
(iv) For purposes of this Section 3, "Control Group" shall mean J. Joe
Ricketts, Marlene M. Ricketts, the lineal descendants of J. Joe Ricketts
and Marlene M. Ricketts and their spouses, and any trust or other person or
entity that holds Common Stock for the benefit for any of the foregoing.
4. Liquidation. Subject to the provisions of any Preferred Stock, the
holders of Class A Stock and the holders of Class B Stock shall be entitled to
participate ratably on a per share basis in all distributions to the holders of
Common Stock in any liquidation, dissolution or winding up of the Corporation.
5. Subdivision, Reclassification and Combination. The Corporation shall
not subdivide, reclassify or combine any class of Common Stock without at the
same time making a proportionate subdivision, reclassification or combination of
each other class of Common Stock.
FIFTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Act or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of Title 8 of the Act, order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.
SIXTH: A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Act for payment of unlawful
dividends or unlawful stock repurchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.
SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the Bylaws of the Corporation.
EIGHTH: The Corporation reserves the right to amend, alter, change, add to
or repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by statute, and all rights herein conferred
are granted subject to this reservation.
A-3
<PAGE> 12
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REVOCABLE PROXY OF HOLDERS OF CLASS A STOCK
AMERITRADE HOLDING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AMERITRADE
HOLDING CORPORATION FOR USE ONLY AT THE SPECIAL MEETING OF STOCKHOLDERS TO BE
HELD ON JULY 1, 1999 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints each of J. Joe Ricketts and Robert T.
Slezak as proxies, with full powers of substitution, to represent the
undersigned at the Special Meeting of Stockholders of the Company to be held at
the Company's principal executive offices on Thursday, July 1, 1999, at 9:30
a.m., Central Daylight Time and at any adjournment of said meeting and thereat
to act with respect to all votes that the undersigned would be entitled to cast,
if then personally present, in accordance with the instructions below and on the
reverse hereof.
This proxy is revocable and the undersigned may revoke it at any time
prior to the Special Meeting by giving written notice of such revocation to the
Secretary of the Company or by delivering to him a later-dated proxy. Should
the undersigned be present and want to vote in person at the Special Meeting,
or at any adjournment thereof, the undersigned may revoke this proxy by giving
written notice of such revocation to the Secretary of the Company on a form
provided at the meeting. The undersigned hereby acknowledges receipt of a
Notice of Special Meeting of Stockholders of the Company called for July 1,
1999 and the Proxy Statement for the Special Meeting prior to the signing of
this proxy.
(continued and to be signed on the reverse hereof)
AMERITRADE HOLDING CORPORATION
P.O. BOX 11074
NEW YORK, N.Y. 10203-0074
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- DETACH PROXY CARD HERE -
<PAGE> 13
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDESIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL TO APPROVE THE RESTATED CERTIFICATE OF INCORPORATION.
1. APPROVE RESTATED CERTIFICATE OF INCORPORATION. Approve the Restated
Certificate of Incorporation, which increases the number of shares of Class A
Common Stock and Class B Common Stock that the Company is authorized to
issue.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To vote, in his discretion, upon any other business that may properly come
before the Special Meeting or any adjournment thereof. Management is not
aware of any other matters that should come before the Special Meeting.
Change of Address and
or Comments Mark Here [ ]
Please sign exactly as name appears on
this proxy. When shares are held by
joint tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give your full title. If a
corporation, please sign in full
corporate name by authorized officer. If
a partnership, please sign in
partnership name by authorized party.
Dated: , 1999
--------------------------
--------------------------------------
(Signature)
--------------------------------------
(Signature if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN Votes must be indicated
THE PROXY CARD PROMPTLY USING THE (x) in Black or Blue ink.
ENCLOSED ENVELOPE.
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