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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
Christopher
A. Montague, Esq.
The Toronto-Dominion Bank
Toronto-Dominion
Centre
P.O. Box 1
Toronto, Ontario M5K IA2
(416)
982-8222
Copy to:
Lee Meyerson, Esq.
Ellen Patterson, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Item 1. Security and Issuer
This Amendment No. 10 hereby amends and supplements the statement of beneficial ownership on
Schedule 13D, relating to the common stock, $0.01 par value per share (the “Issuer Common Stock”)
of TD Banknorth Inc., a Delaware corporation (the “Issuer”) initially filed on March 9, 2005, as
amended by Amendment No. 1 thereto filed on March 18, 2005, Amendment No. 2 thereto filed on March
28, 2005, Amendment No. 3 thereto filed on July 18, 2005, Amendment No. 4 thereto filed on February
8, 2006, Amendment No. 5 thereto filed on March 3, 2006, Amendment No. 6 thereto filed on April 21,
2006, Amendment No. 7 thereto filed on October 24, 2006, Amendment No. 8 thereto filed on November
21, 2006 and Amendment No. 9 thereto filed on November 28, 2006 (as amended, this “Statement”), by
the reporting person, The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), with respect to
the items set forth below.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Statement is hereby amended and supplemented by the following:
The total consideration paid by TD in connection with the purchase of the 13 million shares of
Issuer Common Stock acquired in connection with the acquisition by the Issuer of Interchange
Financial Services Corporation, as described in Item 4, was approximately $405 million, provided
from TD’s cash on hand. The purchases made pursuant to the Issuer’s dividend reinvestment program,
as described in Item 4, were made from proceeds from a cash dividend paid by the Issuer, in
accordance with the terms of such program.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended and supplemented by the following:
In accordance with its previously reported commitment, on January 1, 2007, TD purchased
13,000,000 shares of Issuer Common Stock, at a price of $31.17 per share, in connection with the
completion of the Issuer’s acquisition of Interchange Financial Services Corporation. The purchase
was made in order to finance the cash portion of the consideration payable to shareholders of
Interchange Financial Services Corporation in connection with the transaction. TD committed to
make the purchase at the time of the execution of the merger agreement for the acquisition of
Interchange Financial Services Corporation by the Issuer, in April 2006. In November 2006, TD also
acquired 857,858 shares of Issuer Common Stock pursuant to the Issuer’s dividend reinvestment
program. Purchases pursuant to the dividend investment program are effected by the administrator
of the program.
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended and supplemented by the following:
(a) (i) As of January 2, 2007, TD was the beneficial owner of 143,960,169 shares of Issuer
Common Stock, representing approximately 62.9% of the outstanding Issuer Common Stock, based on a
total of 228,879,699 shares outstanding as of January 2, 2007, as provided to TD by the Issuer. Of
these 143,960,169 shares, 800 shares are owned by a mutual fund advised by TD Asset Management Inc.
(“TDAM”), an institutional investment manager and wholly-owned subsidiary of TD, in the ordinary
course of its investment management business, with respect to which TDAM holds sole voting and
dispositive power; such shares are not subject to the provisions of, or included in the calculation
of TD’s ownership limit under, the Stockholders Agreement.
(c) Except as described in Item 4 above, neither TD nor, to the best of TD’s knowledge, any
of the individuals named in Schedule I hereto, has engaged in any transaction in any shares of
Issuer Common Stock since the most recent amendment to the Statement by TD.