AmeriTrade Holding Corporation
Ticker:AMTD 4211 South 102nd Street
Exchange:NASDAQ-National Market Omaha, NE 68127
Industry:Financial (SIC Code 6211) (402) 331-7856

Offering Information
Type of Shares:Class A Common Shares Filing Date:12/9/96
U.S. Shares:2,350,000 Offer Date:3/3/97
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:2,350,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $35,250,000 Selling:$0.63
Expenses:$920,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
CS First BostonLead Manager (212) 325-2000
Raymond James & Associates, Inc.Co-manager (813) 573-8108

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Mayer, Brown & Platt
Bank's Law Firm: McDermott, Will & Emery

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/27/96 9/27/96
Revenue:$65.38Assets:$401.68
Net Income:$11.16Curr Assets:
EPS:$1.39Liabilities:$371.02
Prior EPS:$0.88Curr Liabilities:
Cash Flow/Oper:Equity:$30.66
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a technology and service driven provider of discount securities brokerage and related financial services. The company provides retail brokerage services to individual investors throughout the U.S., using the Internet and Stockbrokers. The company offers trade execution for stocks, mutual funds, options and bonds, as well as market data and research. The company also provides clearing and execution services to its own retail brokerage operations, as well as to independent broker-dealers, depository institutions, registered investment advisors and financial planners. The company had approximately 111,000 active accounts as of September 27, 1996, an increase from approximately 86,000 active accounts as of September 29, 1995. The company has experienced significant growth over the past five years while expanding profitability. Transaction volumes have increased at an average annual rate of 45% from fiscal 1992 through fiscal 1996. The company's leadership position in the discount brokerage industry is a result of its unique approach to the delivery of retail brokerage and execution and clearing services.

Competition
The company derives over 85% of its revenues from the provision of discount brokerage services. The market for discount brokerage services, particularly electronic brokerage services, is new, rapidly evolving, intensely competitive and has few barriers to entry. The cmpany expects competition to continue and intensify in the future. The company encounters direct competition from approximately 100 other discount brokerage firms, many of which provide electronic brokerage services.

Business Plan
The company seeks to capitalize on the changing financial services industry and to increase its market share by continuing with an approach based on four key strategies: 1) market distinct brands to specific groups of discount brokerage customers; 2) create technologically innovative solutions to investor needs.

Use of Proceeds
The proceeds from the proposed offering will be used to retire the company's existing debt, to expand the company's customer base through marketing activities and for other general corporate purposes.

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