TD Bank 2002 Annual Report Download - page 61

59
FINANCIAL RESULTS
Common shares
2002 2001
Number outstanding at beginning of year 628,451,159 622,615,868
Issued (cancelled) on acquisition of subsidiaries (18,789) 4,531,348
Issued for cash (Note 19) 10,958,900 –
Issued on exercise of options 836,754 1,303,943
Issued as a result of dividend reinvestment plan 5,171,110 –
Number outstanding at end of year 645,399,134 628,451,159
$25.80 after October 30, 2005, $25.60 after October 30, 2006,
$25.40 after October 30, 2007, $25.20 after October 30, 2008,
and $25.00 after October 30, 2009.
On or after April 30, 2005, the Bank may convert the out-
standing Series J shares in whole or in part into common shares,
determined by dividing the then applicable redemption price per
Series J share together with declared and unpaid dividends to
the date of conversion by the greater of $2.00 and 95% of the
average trading price of such common shares at that time. On
or after January 29, 2010, each Series J 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 $25.00 cash per share together with declared and unpaid
dividends to the date of conversion.
Class A First Preferred Shares, Series K
On December 12, 2000, the Bank exchanged CT First Preference
Shares, Series 4, for Series K Bank preferred shares with sub-
stantially the same terms. On or after February 1, 2003, the
Bank has the option of redeeming the outstanding Series K
shares for $25.00 per share together with declared and unpaid
dividends to the date of redemption.
On or after August 1, 2003 on the first day of February, May,
August and November of each year, the holder has the option to
convert the outstanding Series K shares into common shares,
determined by dividing $25.00, together with declared and
unpaid dividends, to the date of conversion, by the greater of
$2.00 and 95% of the weighted average trading price of such
common shares for a specified period immediately prior to the
date of conversion. The Bank has the right to redeem or find
substitute purchasers for the tendered shares.
The Bank may at any time purchase for cancellation all or
part of the shares outstanding by invitation for tenders to all
holders of these shares at the lowest price at which such shares
are attainable.
Class A First Preferred Shares, Series L
On December 12, 2000, the Bank exchanged CT First Preference
Shares, Series 5, for Series L Bank preferred shares with
substantially the same terms. On or after February 1, 2003,
the Bank has the option of redeeming the outstanding Series L
shares for US$25.00 per share together with declared and
unpaid dividends to the date of redemption.
On or after August 1, 2003 on the first day of February, May,
August and November of each year, the holder has the option to
convert the outstanding Series L shares into common shares,
determined by dividing US$25.00, together with declared and
unpaid dividends, to the date of conversion, by the greater of
US$2.00 and 95% of the weighted average trading price of such
common shares for a specified period immediately prior to the
date of conversion. The Bank has the right to redeem or find
substitute purchasers for the tendered shares.
The Bank may at any time purchase for cancellation all or
part of the shares outstanding by invitation for tenders to all
holders of these shares at the lowest price at which such shares
are attainable.
TD Mortgage Investment Corporation
Preferred Shares, Series A
Semi-annually, on or after October 31, 2007, TD Mortgage
Investment Corporation (TDMIC) has the option of redeeming the
outstanding Series A shares for $1,000.00 per share.
Semi-annually, on or after October 31, 2007, the Bank may
exchange the outstanding Series A shares in whole into common
shares of the Bank, determined by dividing $1,000.00 plus the
declared and unpaid dividends to the date of exchange by 95% of
the average trading price of such common shares at that time.
Semi-annually, on or after October 31, 2007, each Series A
share may, at the option of the holder, be exchanged into com-
mon shares of the Bank, determined by dividing $1,000.00 plus
the declared and unpaid dividends to the date of exchange by the
greater of $1.00 and 95% of the average trading price of such
common shares at that time.
By giving at least two business days of notice prior to the date
of exchange to all holders who have given an exchange notice,
TDMIC may redeem or the Bank may find substitute purchasers
at the purchase price of $1,000.00 plus the declared and unpaid
dividends to the date of conversion.
Each Series A share may be automatically exchanged into
one preferred share of the Bank without consent of the holder
in the following specific circumstances: (a) TDMIC fails to pay
dividends on the Series A shares; (b) the Bank fails to pay
dividends on all of its non-cumulative preferred shares; (c) pro-
ceedings are commenced for the winding-up of the Bank; (d) the
Superintendent of Financial Institutions Canada takes control of
the Bank; (e) the Bank has Tier 1 capitalization of less than 5%
or a Total Captial ratio of less than 8%; or (f) the Bank or TDMIC
has failed to comply with a direction of the Superintendent of
Financial Institutions Canada to increase its capital or provide
additional liquidity.
Dividend rates on preferred shares
(per share) Rate
Series G Quarterly US$.33750
Series H Quarterly $.44375
Series I Quarterly $.01000
Series J Quarterly $.31875
Series K Quarterly $.45940
Series L Quarterly US$.40000
TDMIC, Series A Semi-annually $32.30