TD Bank 2003 Annual Report Download - page 72

TD BANK FINANCIAL GROUP ANNUAL REPORT 2003 • Financial Results70
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 February 3, 2003, the Bank redeemed all the outstanding
Class A First Preferred Shares, Series K at a price of $25.00
per share.
Class A First Preferred Shares, Series L
On February 3, 2003, the Bank redeemed all the outstanding
Class A First Preferred Shares, Series L at a price of US$25.00
per share.
Class A First Preferred Shares, Series M
On February 3, 2003, the Bank issued 14,000,000 Series M
shares for gross cash consideration of $350 million.
On or after April 30, 2009, the Bank may redeem all, or from
time to time part, of the outstanding Series M shares by payment
in cash of $26.00 per share if redeemed prior to April 30, 2010;
$25.75 if redeemed on or after April 30, 2010 and prior to April 30,
2011; $25.50 if redeemed on or after April 30, 2011 and prior to
April 30, 2012; $25.25 if redeemed on or after April 30, 2012
and prior to April 30, 2013; and $25.00 if redeemed thereafter
together with the unpaid dividends to the date of redemption.
On or after April 30, 2009, the Bank may convert the out-
standing Series M shares in whole or in part into common shares
of the Bank, determined by dividing the then applicable redemp-
tion price per Series M share together with any 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 October 31, 2013, each Series M 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 unpaid dividends to the date
of conversion.
Class A First Preferred Shares, Series N
On April 30, 2003, the Bank issued 8,000,000 Series N shares for
gross cash consideration of $200 million.
On or after April 30, 2009, the Bank may redeem all, or from
time to time part, of the outstanding Series N shares by payment
in cash of $26.00 per share if redeemed prior to April 30, 2010;
$25.75 if redeemed on or after April 30, 2010 and prior to April
30, 2011; $25.50 if redeemed on or after April 30, 2011 and
prior to April 30, 2012; $25.25 if redeemed on or after April 30,
2012 and prior to April 30, 2013; and $25.00 if redeemed there-
after together with unpaid dividends to the date of redemption.
On or after April 30, 2009, the Bank may convert the out-
standing Series N shares in whole or in part into common shares
of the Bank, determined by dividing the then applicable redemp-
tion price per Series N share together with any 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 31, 2014, each Series N 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 unpaid dividends to the date
of conversion.
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 $1,000.00 plus the declared and unpaid
dividends to the date of conversion.
Each Series A share may be automatically exchanged into one
preferred share of the Bank without consent of the holder in the
following specific circumstances: (a) TDMIC fails to pay dividends
on the Series A shares; (b) the Bank fails to pay dividends on all
of its non-cumulative preferred shares; (c) proceedings are com-
menced for the winding-up of the Bank; (d) the Superintendent
of Financial Institutions Canada takes control of the Bank; (e) the
Bank has Tier 1 capitalization of less than 5% or a Total Capital
ratio of less than 8%; or (f) the Bank or TDMIC has failed to com-
ply with a direction of the Superintendent of Financial Institutions
Canada to increase its capital or provide additional liquidity.
Dividend rates on preferred shares
(per share) Rate
Series G Quarterly US$.33750
Series H Quarterly $.44375
Series I Quarterly $.01000
Series J Quarterly $.31875
Series K Quarterly $.45940
Series L Quarterly US$.40000
Series M Quarterly $.29375
Series N Quarterly $.28750
TDMIC, Series A Semi-annually $32.30