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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1999
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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TD WATERHOUSE GROUP, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 6791 13-4056516
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
100 WALL STREET
NEW YORK, NEW YORK 10005
(212) 806-3500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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STEPHEN D. MCDONALD
CHIEF EXECUTIVE OFFICER
TD WATERHOUSE GROUP, INC.
100 WALL STREET
NEW YORK, NEW YORK 10005
(212) 806-3500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
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<S> <C> <C>
LEE MEYERSON, ESQ. R. GLENN BUMSTEAD, ESQ. STEPHEN L. BURNS, ESQ.
SIMPSON THACHER & BARTLETT SENIOR VICE PRESIDENT, CRAVATH, SWAINE & MOORE
425 LEXINGTON AVENUE GENERAL COUNSEL AND SECRETARY WORLDWIDE PLAZA
NEW YORK, NEW YORK 10017 THE TORONTO-DOMINION BANK 825 EIGHTH AVENUE
(212) 455-2000 TORONTO DOMINION CENTRE NEW YORK, NEW YORK 10019
TORONTO, ONTARIO M5K 1A2 (212) 474-1000
(416) 982-8345
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. M File No. 333-77521
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434 under the Securities Act, check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C>
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PROPOSED MAXIMUM
AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED PRICE (1)(2) REGISTRATION FEE
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Common Stock par value $.01 per share....................... $134,000,000 $37,252
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(1) A portion of the shares to be registered represents shares that are to be
offered outside of the United States but that may be resold from time to
time in the United States. Such shares are not being registered for the
purpose of sales outside the United States.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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NOTE
This registration statement has been filed pursuant to Rule 462(b) under
the Securities Act of 1933. The Registrant hereby incorporates by reference into
this registration statement its registration statement on Form S-1, as amended
(No. 333-77521), filed on April 30, June 7, June 17 and June 22, 1999, and
declared effective by the SEC on June 22, 1999.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS
All exhibits filed with the Registration Statement No. 333-77521 are
incorporated by reference into, and shall be deemed part of, this registration
statement, except for the following which are filed herewith.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
5.1 Opinion of Simpson Thacher & Bartlett as to validity of
common stock
8 Opinion of Simpson Thacher & Bartlett regarding certain tax
matters (included in Exhibit 5.1)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1)
99.1 Consent of Nominee Director
99.2 Consent of Nominee Director
99.3 Consent of Nominee Director
99.4 Consent of Nominee Director
</TABLE>
(b) All other schedules are omitted as the required information is included
in the Registrant's consolidated financial statements or the related notes or
such schedules are not applicable.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 22nd day of June, 1999.
TD WATERHOUSE GROUP, INC.
By: /s/ STEPHEN D. MCDONALD
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Name: Stephen D. McDonald
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 22, 1999 by the following persons
in the capacities indicated.
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<CAPTION>
SIGNATURE TITLE
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<C> <S>
/s/ STEPHEN D. MCDONALD Chief Executive Officer and Deputy
- --------------------------------------------------- Chair of the Board of Directors
Stephen D. McDonald (Principal Executive Officer)
* Executive Vice-President and Chief Financial
- --------------------------------------------------- Officer
B. Kevin Sterns (Principal Financial and Accounting Officer)
* Chairman of the Board of Directors
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A. Charles Baillie
* Director
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Frank J. Petrilli
* Director
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John G. See
* Director
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Lawrence M. Waterhouse, Jr.
* By /s/ Stephen D. McDonald
Name: Stephen D. McDonald
Title: Attorney-in-Fact
</TABLE>
II-2
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EXHIBIT INDEX
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<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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<C> <S> <C>
5.1 Opinion of Simpson Thacher & Bartlett as to validity of
common stock
8 Opinion of Simpson Thacher & Bartlett regarding certain tax
matters (included in Exhibit 5.1)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit
5.1)
99.1 Consent of Nominee Director
99.2 Consent of Nominee Director
99.3 Consent of Nominee Director
99.4 Consent of Nominee Director
</TABLE>
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Exhibit 5.1
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954
(212) 455-2000
June 21, 1999
TD Waterhouse Group, Inc.
100 Wall Street
New York, NY 10005
Ladies and Gentlemen:
We have acted as counsel to TD Waterhouse Group, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-1 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to the issuance by the Company of up
to 36,800,000 shares of common stock, par value $0.01 per share (together with
any additional shares of such stock that may be issued by the Company and
registered pursuant to Rule 462(b) (as prescribed by the Commission pursuant to
the Act) in connection with the offering described in the Registration
Statement, the "Shares").
We have examined the Registration Statement and a form of the share
certificate which has been filed with the Commission as an exhibit to the
Registration Statement. We also have examined the originals, or duplicates or
certified or conformed copies, of such records, agreements, instruments and
other documents and have made such other and further investigations as we have
deemed relevant and necessary in connection with the opinions expressed herein.
As to questions of fact material to this opinion, we have relied upon
certificates of public officials and of officers and representatives of the
Company.
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TD Waterhouse Group, Inc June 21, 1999
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. When the Board of Directors of the Company (the "Board") has taken
all necessary corporate action to authorize and approve the issuance of the
Shares, and upon payment and delivery in accordance with the applicable
definitive underwriting agreements approved by the Board, the Shares will
be validly issued, fully paid and nonassessable.
2. We hereby confirm our opinion appearing in the Prospectus included
in the Registration Statement under the caption "Material U.S. Federal
Income Tax Consequences To Non-U.S. Holders."
We are members of the Bar of the State of New York and we do not express
any opinion herein concerning any law other than the Delaware General
Corporation Law and the federal law of the United States.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the use of our name under the captions "Legal
Matters" and "Material U.S. Federal Income Tax Consequences To Non-U.S. Holders"
in the Prospectus included in the Registration Statement.
Very truly yours,
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TD Waterhouse Group, Inc June 21, 1999
SIMPSON THACHER & BARTLETT
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our reports dated April 29, 1999 relating to the
financial statements which appear in the Registration Statement on Form S-1
(No.333-77521) for the year ended October 31, 1998.
PricewaterhouseCoopers LLP
New York, New York
June 22, 1999
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EXHIBIT 99.1
CONSENT OF NOMINEE DIRECTOR
June 7, 1999
TD Waterhouse Group, Inc.
100 Wall Street
New York, NY 10005
Ladies and Gentlemen:
I hereby consent to the reference to me and of my becoming a Director of
TD Waterhouse Group, Inc. in the Registration Statement on Form S-1 of
TD Waterhouse Group, Inc. (file no. 333-77521) filed on June 7, 1999 with the
Securities and Exchange Commission.
Sincerely yours,
/s/: John M. Thompson
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John M. Thompson
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EXHIBIT 99.2
CONSENT OF NOMINEE DIRECTOR
June 7, 1999
TD Waterhouse Group, Inc.
100 Wall Street
New York, NY 100005
Ladies and Gentlemen:
I hereby consent to the reference to me and of my becoming a Director of
TD Waterhouse Group, Inc. in the Registration Statement on Form S-1 of
TD Waterhouse Group, Inc. (file no. 333-77521) filed on June 7, 1999 with
the Securities and Exchange Commission.
Sincerely yours,
/s/: Dr. Wendy Dobson
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Dr. Wendy Dobson
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EXHIBIT 99.3
CONSENT OF NOMINEE DIRECTOR
June 7, 1999
TD Waterhouse Group, Inc.
100 Wall Street
New York, NY 10005
Ladies and Gentlemen:
I hereby consent to the reference to me and of my becoming a Director of
TD Waterhouse Group, Inc. in the Registration Statement on Form S-1 of
TD Waterhouse Group, Inc. (file no. 333-77521) filed on June 7, 1999 with the
Securities and Exchange Commission.
Sincerely yours,
/s/: Leo J. Hindery, Jr.
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Leo J. Hindery, Jr.
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EXHIBIT 99.4
CONSENT OF NOMINEE DIRECTOR
June 7, 1999
TD Waterhouse Group, Inc.
100 Wall Street
New York, NY 10005
Ladies and Gentlemen:
I hereby consent to the reference to me and of my becoming a Director of
TD Waterhouse Group, Inc. in the Registration Statement on Form S-1 of
TD Waterhouse Group, Inc. (file no. 333-77521) filed on June 7, 1999 with the
Securities and Exchange Commission.
Sincerely yours,
/s/: Steven B. Dodge
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Steven B. Dodge
