TD Bank 2002 Annual Report Download - page 60

58
FINANCIAL RESULTS
Preferred shares
None of the outstanding preferred shares are redeemable at
the option of the holder.
Redemptions and repurchases of all preferred shares are
subject to the prior approval of the Superintendent of Financial
Institutions Canada.
Class A First Preferred Shares, Series G
Until April 30, 2003, the Bank has the option of redeeming the
outstanding Series G shares for US$25.50 per share. After April
30, 2003, the redemption price is reduced to US$25.00 per
share together with declared and unpaid dividends to the date
of redemption.
At any time, the Bank may convert the outstanding Series G
shares in whole or in part into common shares, determined by
dividing the then applicable redemption price per Series G share
together with declared and unpaid dividends to the date of
conversion by the greater of US$1.00 and 95% of the U.S. dollar
equivalent of the average trading price of such common shares
at that time.
On or after January 31, 2004, each Series G share may, at the
option of the holder, be converted quarterly into common shares
as described above.
By giving at least 40 days of notice prior to the date of conver-
sion to all holders who have given a conversion notice, the Bank
may redeem or find substitute purchasers at the purchase price of
US$25.00 cash per share together with declared and unpaid
dividends to the date of conversion.
Class A First Preferred Shares, Series H
Until April 30, 2003, the Bank has the option of redeeming the
outstanding Series H shares for $26.00 per share. Thereafter and
on or prior to April 30, 2004, the redemption price is $25.50
per share. After April 30, 2004, the redemption price is reduced
to $25.00 per share together with declared and unpaid dividends
to the date of redemption.
At any time, the Bank may convert the outstanding Series H
shares in whole or in part into common shares, determined by
dividing the then applicable redemption price per Series H share
together with declared and unpaid dividends to the date of con-
version by the greater of $1.00 and 95% of the average trading
price of such common shares at that time.
On or after January 31, 2005, each Series H share may, at the
option of the holder, be converted quarterly into common shares
as described above.
By giving at least 40 days of notice prior to the date of
conversion to all holders who have given a conversion notice,
the Bank may redeem or find substitute purchasers at the
purchase price of $25.00 cash per share together with declared
and unpaid dividends to the date of conversion.
Class A First Preferred Shares, Series I
On November 1, 1999, the Bank issued 16,400,000 units for
cash consideration of $102.5 million. Each unit consisted of
one Non-cumulative Class A Redeemable First Preferred Share,
Series I and one Non-cumulative Class A Redeemable First
Preferred Share, Series J Purchase Warrant.
On or prior to October 31, 2000, the unitholders had the
option of exercising one Series J Purchase Warrant together with
a cash payment of $18.75 per share to convert one Series I
share into one Series J share. A total of 16,383,935 Series I
shares were converted into Series J shares.
On or after November 1, 2004, the Bank has the option
of redeeming the outstanding Series I shares for $6.25 per
share together with declared and unpaid dividends to the date
of redemption.
Class A First Preferred Shares, Series J
Between April 30, 2005 and October 30, 2005, the Bank has
the option of redeeming the outstanding Series J shares for
$26.00 per share. The redemption price, together with declared
and unpaid dividends to the date of redemption, is reduced to
(millions of dollars) 2002 2001
Issued and fully paid
Preferred shares issued by the Bank
7,000,000 Non-cumulative Redeemable Class A
First Preferred Shares, Series G (US$175 million) $ 272 $ 278
9,000,000 Non-cumulative Redeemable Class A
First Preferred Shares, Series H 225 225
16,065 Non-cumulative Redeemable Class A
First Preferred Shares, Series I ––
16,383,935 Non-cumulative Redeemable Class A
First Preferred Shares, Series J 410 410
6,000,000 Non-cumulative Redeemable Class A
First Preferred Shares, Series K 150 150
2,000,000 Non-cumulative Redeemable Class A
First Preferred Shares, Series L (US$50 million) 78 79
1,135 1,142
Preferred shares issued by TD Mortgage Investment Corporation
350,000 Non-cumulative Preferred Shares, Series A 350 350
Total preferred shares 1,485 1,492
Common shares (2002 – 645,399,134 ; 2001 – 628,451,159) 2,846 2,259
$ 4,331 $ 3,751
The share capital of the Bank consists of:
Authorized
An unlimited number of Class A First Preferred Shares, without
par value, issuable in series.
An unlimited number of common shares, without par value.
NOTE 10 Capital stock