TD Bank 2003 Annual Report Download - page 71

TD BANK FINANCIAL GROUP ANNUAL REPORT 2003 • Financial Results 69
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
On May 1, 2003, the Bank redeemed all the outstanding Class A
First Preferred Shares, Series G at the price of US$25 per share.
Class A First Preferred Shares, Series H
Until April 30, 2004, the Bank has the option of redeeming
the outstanding Series H shares for $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 $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.
(millions of dollars) 2003 2002
Issued and fully paid
Preferred shares issued by the Bank
Non-cumulative Redeemable Class A First Preferred Shares
7,000,000 Series G (US$175 million) $– $ 272
9,000,000 Series H 225 225
16,065 Series I ––
16,383,935 Series J 410 410
6,000,000 Series K –150
2,000,000 Series L (US$50 million) –78
14,000,000 Series M 350 –
8,000,000 Series N 200 –
1,185 1,135
Preferred shares issued by TD Mortgage Investment Corporation
350,000 Non-cumulative Preferred Shares, Series A 350 350
Total preferred shares 1,535 1,485
Common shares (2003 – 656,260,564; 2002 – 645,399,134) 3,179 2,846
$4,714 $4,331
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 12 Capital stock