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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period From to
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Commission File Number 0-22163
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
AMERITRADE HOLDING CORPORATION ASSOCIATES 401(k) PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
AMERITRADE HOLDING CORPORATION
4211 SOUTH 102nd STREET
OMAHA, NE 68127-1031
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AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(K) PROFIT SHARING PLAN
TABLE OF CONTENTS
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PAGES
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-8
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1999:
Schedule of Assets Held for Investment Purposes at Year End 9
Signatures 10
Independent Auditors' Consent 11
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
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INDEPENDENT AUDITORS' REPORT
Ameritrade Holding Corporation
Associates 401(k) Profit Sharing Plan
Omaha, Nebraska
We have audited the accompanying statements of net assets available for benefits
of the Ameritrade Holding Corporation Associates 401(k) Profit Sharing Plan (the
Plan) as of December 31, 1999 and 1998, and the related statements of changes in
net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan at December 31, 1999
and 1998, and the changes in net assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
table of contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. Such
schedule has been subjected to the auditing procedures applied in our audit of
the basic 1999 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
/s/ Deloitte & Touche LLP
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June 16, 2000
Omaha, Nebraska
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AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(K) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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1999 1998
ASSETS:
Investments, at fair value (Note 3):
Ameritrade Holding Corporation Class A
common stock $169,265,906 $ 87,774,624
Mutual funds 51,950,586 -
Loans to participants 85,571 -
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Total investments at fair value 221,302,063 87,774,624
Receivables:
Accrued interest - 378
Accrued employer contribution - 1,032,103
Cash 116,901 108,004
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Total assets 221,418,964 88,915,109
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LIABILITIES:
Note payable (Note 4) - 600,000
Accrued interest payable - 3,867
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Total liabilities - 603,867
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NET ASSETS AVAILABLE FOR BENEFITS $221,418,964 $ 88,311,242
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See notes to financial statements.
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AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(K) PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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1999 1998
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation of fair value of
investments (Note 3) $393,634,395 $ 47,111,023
Mutual fund dividends and
gain distributions 1,454,334 10,566
Interest income 776,275 17,660
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Net investment income 395,865,004 47,139,249
Contributions:
Participant contributions 3,104,187 -
Employer contributions - 1,032,103
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Total contributions 3,104,187 1,032,103
Other additions - 530
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Total additions 398,969,191 48,171,882
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to plan participants 270,523,564 2,266,602
Administrative fees (Note 5) 237,358 -
Interest expense 8,337 29,508
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Total deductions 270,769,259 2,296,110
TRANSFER OF NET ASSETS FROM AMERITRADE HOLDING
CORPORATION ASSOCIATES 401(k) PLAN (Note 7) 4,907,790 -
NET INCREASE 133,107,722 45,875,772
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 88,311,242 42,435,470
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End of year $221,418,964 $ 88,311,242
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See notes to financial statements.
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AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(K) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF PLAN
The following description of the Ameritrade Holding Corporation Associates
401(k) Profit Sharing Plan (the Plan) (formerly the Ameritrade Holding
Corporation Associates Profit Sharing Plan) provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
GENERAL - The Plan is a defined contribution profit-sharing and 401(k)
plan covering employees of Ameritrade Holding Corporation (the Company)
who meet eligibility requirements. The Plan covers employees who are 21
years old. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
CONTRIBUTIONS - Participants may contribute up to 15% of their
compensation on a salary deferral basis, subject to limitations specified
in the Internal Revenue Code. The Company makes matching contributions to
the Plan at its discretion. No discretionary contributions were made
during the year ended December 31, 1999.
PARTICIPANT ACCOUNTS - Each participant account is credited with the
participant's contributions, the Company discretionary contribution (if
any) and an allocation of the Plan's earnings, and charged with an
allocation of administrative fees. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account.
INVESTMENT OPTIONS - Participants may direct contributions into one or
more of the following investment options:
Ameritrade Holding Corporation Class A Common Stock - The Fund invests
primarily in shares of Ameritrade Holding Corporation Class A Common
Stock.
American Independence Money Market Fund - The Fund invests in a variety
of U.S. dollar-denominated short-term obligations to present minimal
credit risks.
Federated Max Cap Institutional Fund - The Fund invests in a portfolio
of stocks approximately reflecting the composition of the S&P 500 Index.
Federated Stock Fund - The Fund invests in a diversified portfolio of
blue chip stocks, which are issued by high quality companies that appear
to be temporarily undervalued.
Franklin Small Cap Growth Fund - The Fund invests in equity securities
of small-cap growth companies that management believes have the greatest
potential for significant appreciation. Specifically, it targets small,
emerging companies whose stocks are selling at undervalued prices.
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Lazard International Equity Fund - The Fund invests in equity securities
of issuers based outside the United States. Primary emphasis is placed
on undervalued securities with above average earnings growth
expectations. The Fund may also invest in fixed income and money market
instruments.
MAS Advisor Mid Cap Growth Fund - The Fund invests primarily in common
stocks of smaller and medium size companies which are deemed to offer
long-term growth potential.
Templeton Developing Markets Fund - The Fund invests in equity
securities in countries with developing markets. The Fund will maintain
investments in at least three developing markets. The securities in the
portfolio may include common and preferred stocks, warrant of rights,
and sponsored and unsponsored depository receipts.
PIMCO Total Return Bond Fund - The Fund invests at least 65% of assets
in debt securities, including U.S. government securities, corporate
bonds, and mortgage-related securities. It may invest up to 20% of
assets in securities of assets in securities denominated in foreign
currencies.
NestEgg 2000 Fund - The Fund seeks total return for investors with an
investment horizon such as retirement in approximately the year 2000.
The Fund uses an asset allocation approach, investing in three assets
classes: stocks, bonds, and cash. The assets mix will gradually turn
more conservative as the Fund nears its horizon date.
NestEgg 2010 Fund - The Fund seeks total return for investors with an
investment horizon such as retirement in approximately the year 2010.
The Fund uses an asset allocation approach, investing in three assets
classes: stocks, bonds, and cash. The assets mix will gradually turn
more conservative as the Fund nears its horizon date.
NestEgg 2020 Fund - The Fund seeks total return for investors with an
investment horizon such as retirement in approximately the year 2020.
The Fund uses an asset allocation approach, investing in three assets
classes: stocks, bonds, and cash. The assets mix will gradually turn
more conservative as the Fund nears its horizon date.
NestEgg 2030 Fund - The Fund seeks total return for investors with an
investment horizon such as retirement in approximately the year 2030.
The Fund uses an asset allocation approach, investing in three assets
classes: stocks, bonds, and cash. The assets mix will gradually turn
more conservative as the Fund nears its horizon date.
NestEgg 2040 Fund - The Fund seeks total return for investors with an
investment horizon such as retirement in approximately the year 2040.
The Fund uses an asset allocation approach, investing in three assets
classes: stocks, bonds, and cash. The assets mix will gradually turn
more conservative as the Fund nears its horizon date.
VESTING - Company contributions and earnings thereon vest 20% after the
second year of continuous service and vest an additional 20% each year,
with 100% vesting occurring for all participants after six years of
service. Participants immediately vest in their contributions plus actual
earnings thereon.
PARTICIPANT LOANS - Participants may borrow from their fund accounts up to
a maximum of 50% of their account balance. The loans are secured by the
balance in the participant's account and bear interest at prime plus one
percent determined as of the date of the loan. Principal and interest is
paid ratably through payroll deductions.
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PAYMENT OF BENEFITS - On termination of service, a participant may elect
to receive either a lump-sum payment or installment payments.
FORFEITED ACCOUNTS - Forfeited accounts are allocated to the participants
remaining in the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements are prepared
on the accrual basis of accounting.
INVESTMENT VALUATION - Investments are valued as follows:
- Ameritrade Holding Corporation Class A Common Stock - The Class A
common stock is stated at fair value as determined by quoted market
prices.
The Company effected two-for-one stock splits in August 1998 and
February 1999 and a three-for-one stock split in July 1999. All per
share amounts presented have been adjusted for these splits.
- Mutual Funds - Mutual funds are stated at fair value as determined
by quoted net asset value.
- Participant Loans - Loans to participants are carried at the
principal amount outstanding, which approximates fair value. The
loans mature from December 2000 to December 2004 and bear interest
at 9.25%.
INCOME RECOGNITION - Security transactions are recorded as of the trade
date. Dividends are recorded on the ex-dividend date.
Net appreciation (depreciation) in fair value of investments is determined
using the beginning of the year fair value or purchase price if acquired
during the year.
ADMINISTRATIVE COSTS - The Company pays certain administrative costs for
the Plan. Only costs paid by the Plan are reflected in the Plan's
financial statements.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, and changes therein, and
disclosure of contingent assets and liabilities. Actual results could
differ from those estimates.
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3. INVESTMENTS
The following table presents investments as of December 31, 1999 and 1998.
Investments that represent 5% or more of the Plan's net assets are
separately identified.
1999 1998
INVESTMENTS AT FAIR VALUE:
Investments at fair value as
determined by quoted market price:
Ameritrade Holding Corporation
Class A common stock(1)(2) $169,265,906 $ 87,774,624
Intrust Money Market Fund(1) 17,096,712 -
PIMCO Total Return Bond Fund(1) 12,314,211 -
Federated Max Cap Institutional
Fund(1) 5,720,264 -
Franklin Small Cap Growth Fund(1) 4,868,552 -
Other 12,036,418 -
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$221,302,063 $ 87,774,624
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During 1999 and 1998, the Plan's investments (including investments
bought, sold and held during the year) appreciated in value by
$393,634,395 and $47,111,023, respectively, as follows:
1999 1998
NET CHANGE IN FAIR VALUE:
Investments at fair value as
determined by quoted market price:
Ameritrade Holding Corporation
Class A common stock $391,483,524 $ 47,022,120
Mutual funds 2,150,871 88,903
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Net Appreciation in Fair
Value of Investments $393,634,395 $ 47,111,023
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(1) Exceeds 5% of net assets available for benefits.
(2) Employer directed in 1998.
4. NOTE PAYABLE
At December 31, 1998, the Plan had a $600,000 note payable to a bank, due
April 30, 1999, with interest paid monthly at a variable rate (7.25% at
December 31, 1998). The note was collateralized by 100,000 shares of
Ameritrade Holding Corporation Class A common stock. The note was paid in
full during the year ended December 31, 1999.
5. PARTIES-IN-INTEREST
The Plan holds shares of Ameritrade Holding Corporation Class A common
stock. Intrust Bank, N.A. serves as the Trustee of the Plan whose funds
are invested in certain Intrust Bank N.A. investment funds. In addition,
certain administrative fees are paid to Intrust Bank N.A. Although these
situations result in party-in-interest transactions, none of the
transactions qualify as prohibited transactions.
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6. TAX STATUS
The Plan is a prototype standardized profit sharing plan with cash or
deferred arrangement. The Prototype Plan obtained a tax determination
letter dated September 1998, in which the Internal Revenue Service stated
that the Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended since
the prototype plan received the determination letter. Plan management
believes that the Plan is in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
7. PLAN MERGER
Effective July 1, 1999, the Ameritrade Holding Corporation Associates
401(k) Plan was merged into the Ameritrade Holding Corporation Associates
Profit Sharing Plan. As a result of the merger, the trustee of the Plan
was changed from J. Joe and Marlene Ricketts to Intrust Bank, N.A. The net
assets of the Ameritrade Holding Corporation Associates 401(k) Plan,
amounting to $4,907,790 at July 1, 1999, were transferred to the
Ameritrade Holding Corporation Associates 401(k) Profit Sharing Plan.
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AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(k) PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END
DECEMBER 31, 1999
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COLUMN B COLUMN C COLUMN E
DESCRIPTION OF INVESTMENT
INCLUDING COLLATERAL,
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, MATURITY CURRENT
LESSOR OR SIMILAR PARTY DATE, PAR OR MATURITY VALUE VALUE
*Ameritrade Holding Corporation Class A common stock,
7,804,768 shares $169,265,906
American Advantage Funds American Independence
Money Market Fund,
2,013 shares 2,013
*Intrust Bank N.A. Intrust Money Market Fund
17,096,712 shares 17,096,712
Federated Investors, Inc. Federated Stock Fund,
102,719 shares 3,706,092
Federated Investors, Inc. Federated Max Cap.
Institutional Fund
190,866 shares 5,720,264
Franklin Resources, Inc. Franklin Small Cap Growth
Fund, 110,323 shares 4,868,552
*Intrust Bank N.A. Nestegg 2000 Fund, 538 shares 5,437
*Intrust Bank N.A. Nestegg 2010 Fund,
139,652 shares 1,487,292
*Intrust Bank N.A. Nestegg 2020 Fund,
35,233 shares 393,550
*Intrust Bank N.A. Nestegg 2030 Fund,
21,865 shares 251,667
*Intrust Bank N.A. Nestegg 2040 Fund,
28,542 shares 342,508
Lazard Feres & Co. Lazard International Equity
Fund, 142,999 shares 2,471,029
Mass Mutual MAS Advisors Mid Cap Growth
Fund, 103,551 shares 3,210,071
Franklin Resources, Inc. Templeton Developing Markets
Fund, 5,201 shares 81,188
PIMCO Advisors, L.P. PIMCO Total Return Bond Fund
1,243,860 shares 12,314,211
*Loans to Participants Maturing from December 2000
to December 2004, interest
at 9.25% 85,571
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$221,302,063
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*Represents a party-in-interest
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the Ameritrade Holding Corporation Associates 401(k) Profit Sharing Plan
Employee Benefit Plan Administrative Committee have duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(K) PROFIT SHARING PLAN
Date June 27, 2000 By /s/ J. Randy MacDonald
------------------- ----------------------------------------
J. Randy MacDonald
Ameritrade Holding Corporation
Chief Financial Officer
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-40633, 333-40631 and 333-77573 of Ameritrade Holding Corporation on Form S-8
and Registration Statement No. 333-87999 on Form S-3 of our report dated June
16, 2000 appearing in the Annual Report on Form 11-K of the Ameritrade Holding
Corporation Associates 401(k) Profit Sharing Plan for the year ended December
31, 1999.
/s/DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 26, 2000
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