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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 2000
AMERITRADE HOLDING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-22163 47-0642657
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4211 South 102nd Street
Omaha, Nebraska 68127
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 402-331-7856
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 21, 2000, Ameritrade Holding Corporation, a Delaware
corporation (the "Company"), and Financial Passport, Inc., a Delaware
corporation ("FPI"), consummated a merger (the "Merger") whereby OM Acquisition
Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company
(the "Merger Sub"), was merged with and into FPI pursuant to a Merger Agreement
(the "Merger Agreement"), dated as of June 30, 2000, among the Company, FPI, the
Merger Sub, and OnMoney Financial Services Corporation. As a result of the
Merger, FPI has become a wholly-owned subsidiary of the Company. FPI is an
Internet-based provider of financial planning services and an online marketplace
for a wide range of financial products and services.
Pursuant to the terms of the Merger Agreement, each issued and
outstanding share of FPI common stock was converted into the right to receive
0.2894382 shares of the Company's Class A Common Stock (except that persons
holding 2,000 or fewer shares of FPI common stock had their shares converted
into the right to receive approximately $3.57 for each share of FPI common
stock). The Company will issue 1,482,548 shares of its Class A Common Stock in
connection with the Merger. The transaction will be accounted for as a purchase.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The financial statements required by this item will be filed by
amendment no later than 60 days after the date that this initial report on Form
8-K was required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will be filed
by amendment no later than 60 days after the date that this initial report on
Form 8-K was required to be filed.
(c) Exhibits
2.1 Merger Agreement, dated as of June 30, 2000, among Ameritrade Holding
Corporation, Financial Passport, Inc., OM Acquisition Sub I, Inc. and
OnMoney Financial Services Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: August 11, 2000 AMERITRADE HOLDING CORPORATION
By: /s/ John R. MacDonald
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John R. MacDonald
Vice President & Chief Financial
Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
2.1 Merger Agreement, dated as of June 30, 2000, among Ameritrade Holding
Corporation, Financial Passport, Inc., OM Acquisition Sub I, Inc. and
OnMoney Financial Services Corporation.
