UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
WATERHOUSE INVESTOR SERVICES, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of class of securities)
941547 10 1
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(CUSIP number)
I. Alexander Norton, Esq.
Vice President and Assistant General Counsel
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
King Street West and Bay Street
Toronto, Ontario M5K 1A2
Canada
(416) 944-5737
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(Name, address and telephone number of person
authorized to receive notices and communications)
with a copy to:
Lee Meyerson, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000
October 15, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
(Continued on following pages)
(Page 1 of 10 Pages)
<PAGE>
SCHEDULE 13D
CUSIP No. 941547 10 1 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Toronto-Dominion Bank
I.R.S. Identification No. 13-5640479
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F1> (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS<F1>
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO
ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
7 SOLE VOTING POWER
0
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES1<F1> / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON<F1>
BK
[FN]
___________________
<F1> SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 10 pages
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement") relates to the
Common Stock, par value $0.01 per share ("Company Common Stock"), of Waterhouse
Investor Services, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 100 Wall Street, New York, New
York 10005.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is being filed by The Toronto-Dominion
Bank, a Canadian chartered bank ("TD"). The principal business of TD is to
offer a wide range of financial services to individuals, corporate and
commercial enterprises, financial institutions and governments throughout
Canada. TD offers a broad range of credit and non-credit services to
corporations, financial institutions and governments in the United States and
conducts treasury and wholesale corporate operations in the world's major
financial centers outside North America. The address of TD's principal
business and executive offices is: P.O. Box 1, Toronto-Dominion Centre, King
Street West and Bay Street, Toronto, Ontario M5K 1A2, Canada.
The name, business address, citizenship and present principal
occupation or employment of each director and executive officer of TD and the
name and principal business and address of any corporation or other
organization in which such employment is conducted are set forth in Schedule I
hereto and are incorporated herein by reference.
(d), (e) During the last five years, neither TD nor, to the best of
TD's knowledge, any of its executive officers or directors named in Schedule I
hereto has (i) been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
TD, TD/Oak, Inc., a Delaware corporation and wholly-owned subsidiary
of TD ("TD/Oak"), and the Company entered into an Agreement and Plan of Merger,
dated April 9, 1996 (the "Merger Agreement"), which provided for the merger of
the Company into TD/Oak (the "Merger"), with TD/Oak being the surviving
corporation of the Merger and continuing under the name Waterhouse Investor
Services, Inc.
The Merger became effective on October 15, 1996 (the "Effective
Date") and the Company was merged out of existence.
As a result of the Merger, each issued and outstanding share of
Company Common Stock (other than shares held by TD, the Company or their
respective subsidiaries) were converted into the following: (i) for each such
share of Company Common Stock with respect to which an election to receive
<PAGE>
Page 4 of 10 pages
fully paid and nonassessable Common Shares, without par value, of TD ("TD
Common Shares") was effectively made and not revoked, properly withdrawn
or lost ("Electing Shares"), the right to receive 1.87046 TD Common Shares and
(ii) for each such share of Company Common Stock (other than Electing Shares and
shares cancelled in accordance with the Merger Agreement), the right to receive
U.S.$38.00 in cash; provided that (x) no more than 65% of the shares of Company
Common Stock outstanding immediately prior to the Effective Time were converted
into TD Common Shares and no more than 35% were converted into cash, with
proration in the event that elections exceeded either such percentage, and
(y) cash was paid in lieu of the issuance of fractional TD Common Shares.
Pursuant to the Merger Agreement, shares of Company Common Stock held
by TD were cancelled in the Merger. Therefore, as of the Effective Date, TD is
no longer a stockholder of the Company. The specific terms of the Merger, as
well as the Voting Agreement and Warrant Agreement entered into in connection
with the execution of the Merger Agreement, are more fully described in the
Merger Agreement, the Voting Agreement and the Warrant Agreement which were
filed on April 19, 1996 as exhibits to TD's Schedule 13D and which are
incorporated herein by reference.
Neither TD nor, to the best of TD's knowledge, any of the individuals
named in Schedule I hereto, has any plans or proposals which relate to or would
result in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a), (b), (c) Not applicable.
(d) Not applicable.
(e) October 15, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
See answer to Item 4.
Item 7. Material to be Filed as Exhibits.
2.1 Agreement and Plan of Merger, dated April 9, 1996, among TD,
TD/Oak and the Company (incorporated by reference to Exhibit 2.1
to TD's Schedule 13D filed April 19, 1996).
2.2 Warrant Agreement, dated as of April 9, 1996, by and between the
Company and TD (incorporated by reference to Exhibit 2.2 to TD's
Schedule 13D filed April 19, 1996).
2.3 Voting Agreement, dated as of April 9, 1996, by and among TD,
Lawrence M. Waterhouse, Jr., Lawrence M. Waterhouse, III,
Patrick R. Waterhouse, Kevin C. Waterhouse, Christine A.
Waterhouse and Jennifer A. Waterhouse (incorporated by reference
to Exhibit 2.3 to TD's Schedule 13D filed April 19, 1996).
<PAGE>
Page 5 of 10 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
THE TORONTO-DOMINION BANK
By: /s/ I. Alexander Norton
Name: I. Alexander Norton
Title: Vice President and
Assistant General Counsel
Dated: November 5, 1996
<PAGE>
Page 6 of 10 pages
SCHEDULE I
INFORMATION RELATING TO DIRECTORS AND EXECUTIVE OFFICERS OF
THE TORONTO-DOMINION BANK
The following is a list of the directors and executive officers of
The Toronto-Dominion Bank ("TD") as of the date of this Amendment No. 1 to
Schedule 13D. Unless otherwise indicated, each of the directors and executive
officers is a citizen of Canada. Unless otherwise indicated, the business
address for each of the executive officers is: The Toronto-Dominion Bank, P.O.
Box 1, Toronto-Dominion Centre, King Street West and Bay Street, Toronto,
Ontario M5K 1A2, Canada. Unless otherwise indicated, each occupation set forth
opposite an executive officer's name refers to employment with TD.
Present Principal Occupation or
Name Employment and Address
DIRECTORS
M. Norman Anderson<F1> President
Norman Anderson & Associates Ltd.
502 - 455 Granville Street
Vancouver, B.C.
V6C 1V2
A. Charles Baillie President
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
M5K 1A2
Philippe de Gaspe Beaubien Chairman of the Board
Telemedia Inc.
1010 Sherbrooke Street West
Suite 1610
Montreal, Quebec
H3A 2R7
G. Montegu Black Chairman and President
Txibanguan Limited
1969 Leslie Street
North York, Ontario
M3B 2M3
[FN]
___________________
<F1> M. Norman Anderson is also a U.S. citizen.
<PAGE>
Page 7 of 10 pages
William T. Brock Vice Chairman
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
M5K 1A2
Andre Chagnon Chairman of the Board
and Chief Executive Officer
Le Groupe Videotron Ltee
300 Viger Avenue East
Montreal, Quebec
H2X 3W4
Marshall A. Cohen, Q.C. Counsel
Cassels Brock & Blackwell
Scotia Plaza
40 King Street West, 20th Floor
Toronto, Ontario
M5H 3Z2
Dr. Gail Cook-Bennett Vice Chair
Bennecon Ltd.
Management Consultants
P.O. Box 59
Toronto-Dominion Centre
Toronto, Ontario
M5K 1E7
Dr. Wendy K. Dobson Professor and Director
Centre for International Business
Faculty of Management
University of Toronto
Joseph L. Rotman Centre for Management
105 St. George Street
Toronto, Ontario
M5S 3E6
Dr. Marsha P. Hanen President and Vice Chancellor
The University of Winnipeg
515 Portage Avenue
Winnipeg, Manitoba
R3B 2E9
The Honorable E. Leo Kolber Member, Senate of Canada
c/o Claridge Inc.
1170 Peel Street
Montreal, Quebec
H3B 4P2
Brian F. MacNeill President & Chief Executive Officer
IPL Energy Inc.
Suite 2900 Canada Trust Tower
421-7th Avenue SW
Calgary, Alberta
T2P 4K9
<PAGE>
Page 8 of 10 pages
James A. Pattison Chairman, President and
Chief Executive Officer
The Jim Pattison Group
1055 West Hastings Street
Suite 1600
Vancouver, B.C.
V6E 2H2
Roger Phillips President and Chief Executive Officer
IPSCO Inc.
P.O. Box 1670
Armour Road
Regina, Saskatchewan
S4P 3C7
Dr. Robert J. Richardson Corporate Director
215 Ross Drive
R.R. #3
North Bay, Ontario
P1B 8G4
Edward S. Rogers President & Chief Executive Officer
Rogers Communications Inc.
P.O. Box 1007, Scotia Plaza
40 King Street West, Suite 6400
Toronto, Ontario
M5H 3Y2
William L. Sauder Chairman & Chief Executive Officer
Sauder Industries Limited
P.O. Box 49100
3500 - Four Bentall Centre
Vancouver, B.C.
V7X 1H3
Helen K. Sinclair Chief Executive Officer
BankWorks Trading Inc,
20 Adelaide Street East
Suite 500
Toronto, Ontario
M5C 2T6
Donald R. Sobey Chairman
Empire Company Limited
115 King Street
Stellarton, N.S.
B0K 1S0
Dr. Michael D. Sopko Chairman & Chief Executive Officer
Inco Limited
145 King Street West
Suite 1500
Toronto, Ontario
M5H 4B7
John M. Thompson Senior Vice President & Group Executive
IBM Corporation
P.O. Box 100, Route 100
Somers, N.Y. 10589
<PAGE>
Page 9 of 10 pages
Richard M. Thomson Chairman & Chief Executive Officer
The Toronto-Dominion Bank
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
M5K 1A2
George W. Watson President & Chief Executive Officer
TransCanada PipeLines Limited
TransCanada PipeLines Tower
111-Fifth Avenue S.W.
P.O. Box 1000, Station M
Calgary, Alberta
T2P 4K5
Adam H. Zimmerman, F.C.A. Corporate Director
Suite 500
One Toronto Street
Toronto, Ontario
M5C 2W4
<PAGE>
Page 10 of 10 pages
EXECUTIVE OFFICERS
G.F. Kym Anthony Executive Vice President
Allen W. Bell Executive Vice President
L. Arthur English Executive Vice President
Kenneth B. Foxcroft Executive Vice President
J. Duncan Gibson Executive Vice President
W. Keith Gray Executive Vice President
Robert P. Kelly Vice Chairman
Stephen D. McDonald Executive Vice President
Sydney R. McMorran Vice Chairman
