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| TD Waterhouse Securities, Inc. |
| 100 Wall Street, New York, NY 10005 * (212) 806-3500 |
| Business Description | The company is one of the largest discount brokers in the world. Leveraging our technological expertise, we have become one of the premier global online brokers and a leading provider of online investing services and related financial products. |
| Offering Information Company has | ||||
| Trading As | TWE (NYSE) | Industry | Financial (SIC 6211) | |
| Type of Stock Offered | Common Shares | Filing Date | 04/30/1999 | |
| Domestic Shares Offered | 42,000,000 | Offer Date | 06/22/1999 | |
| Foreign Shares Offered | 0 | Filing Range | $20.00 - $24.00 | |
| Company Shares | 42,000,000 | Offer Price | $24.00 | |
| Selling Shrhldrs Shares | 0 | Gross Spread | $1.140 | |
| Gross Proceeds | $1,008,000,000 | Selling | $0.680 | |
| Expenses | - - | Reallowance | $0.100 | |
| Post-IPO Shares | 365,000,000 | Employees | - - | |
| Spun out from: | Toronto Dominion Bank | |||
| Primary Underwriting Group | ||
| Underwriter Name | Participation | Underwriter Phone |
| CS First Boston | Lead Manager | (212) 325-2000 |
| Goldman, Sachs & Co. | Co-manager | (212) 902-5959 |
| Morgan Stanley Dean Witter | Co-manager | (212) 761-5900 |
| Salomon Smith Barney | Co-manager | (212) 723-7300 |
| TD Securities | Co-manager | (212) 827-7000 |
| Income Statement and Cash Flow Summary | |||||||
| Prior Audited Income |
Latest Unaudited Income | ||||||
| Full Year Audited Figures | 3 Months Ending | ||||||
| Figures in U.S. millions except per share data | 10/31/1996 | 10/31/1997 | 10/31/1998 | 01/31/1998 | 01/31/1999 | ||
| Revenues | - | - | 167.409 | 446.332 | 614.461 | 124.499 | 215.000 |
| Income from Oper. | - | - | - | - | - | - | - |
| Net Income | - | - | 29.619 | 36.205 | 48.713 | 6.500 | 20.066 |
| E.P.S | - | - | - | - | - | - | - |
| Revenue Growth (%) | - | - | 166.61 | 37.669 | 72.69 | ||
| Net Income Growth (%) | - | - | 22.24 | 34.55 | 208.71 | ||
| Oper. Profit Margin (%) | - | - | - | - | - | - | - |
| Net Profit Margin (%) | - | - | 17.69 | 8.11 | 7.93 | 9.33 | 5.22 |
| Cash Flow - Oper. | 191.34 | -13.70 | -48.82 | ||||
| Cash Flow - Inv. | -309.86 | -176.52 | -8.56 | ||||
| Cash Flow - Fin. | 351.15 | 217.84 | 19.31 | ||||
| Balance Sheet Summary and Financial Ratios | |||||
| Balance sheet as of: 01/31/1999 | Financial Ratios | ||||
| Total Assets | 5,482.70 | Current Assets | - | Current Ratio | - |
| Total Liab. | 4,447.05 | Current Liab. | - | Debt Ratio | 81.11% |
| Total Equity | 1,035.65 | Working Cap. | - | Debt to Equity Ratio | 4.29 |
| Cash | 484.14 | Return on Assets | 0.37% | ||
| Use Of Proceeds |
The proceeds from the proposed offering will be used for working capital and general corporate purposes including technology and systems upgrades investments and budget increases in advertising and marketing as well as to repay certain intercompany obligations to Toronto Dominion. |
| Legal Counsel Registrar Auditor | |
| Issuer's Law Firm | Simpson, Thacher & Bartlett |
| Bank's Law Firm | Cravath, Swaine & Moore |
| Auditor | Pricewaterhouse Coopers LLC |
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