FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
450, 5TH STREET
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2003.
THE TORONTO-DOMINION BANK
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(Translation of registrant's name into English)
P.O. Box 1, Toronto Dominion Centre,
TORONTO, ONTARIO, M5K 1A2
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- __________
THIS FORM 6-K IS INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON
FORM F-3 OF THE TORONTO-DOMINION BANK DATED FEBRUARY 21, 2002 AND THE
REGISTRATION STATEMENT ON FORM F-10 OF THE TORONTO-DOMINION BANK DATED
DECEMBER 16, 2002.
FORM 6-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE TORONTO-DOMINION BANK
DATE: April 7, 2003 By /s/ Christopher A. Montague
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Name: Christopher A. Montague
Title: Executive Vice President,
General Counsel
and Secretary
FORM 27
MATERIAL CHANGE REPORT
ITEM 1. REPORTING ISSUER
The Toronto-Dominion Bank (the "Bank")
P.O. Box 1
Toronto-Dominion Centre
Toronto, Ontario
M5K 1A2
ITEM 2. DATE OF MATERIAL CHANGE
April 3, 2003
ITEM 3. PRESS RELEASE
A press release was issued on April 3, 2003 and provided to
Canadian stock exchanges, securities regulators and financial
news media.
ITEM 4. SUMMARY OF MATERIAL CHANGE
See Item 5.
ITEM 5. DESCRIPTION OF MATERIAL CHANGE
The Bank will restructure the international unit of its wealth
management business TD Waterhouse ("TD Waterhouse International") and
the U.S. equity options arm of its wholesale banking operation TD
Securities ("Equity Options Group"). Restructuring plans are to be
finalized and in place by the end of the second quarter and
substantially implemented by the end of the current fiscal year.
The Bank will incur restructuring costs of approximately $30 million
for TD Waterhouse International, the bulk of which will be taken in the
second quarter. In connection with the Equity Options Group, the Bank
will take the bulk of a restructuring charge of approximately $80
million during the second quarter. If the initial restructuring plan
for the Equity Options Group does not meet expectations for
profitability, the Bank will take further action that would include up
to an additional $50 million in restructuring costs.
The Bank will also writedown in TD Waterhouse International goodwill
and book value of $305 million and will write-off $369 million of
previously recorded goodwill associated with the Equity Options Group
through a charge to earnings in the second quarter. The Bank expects
little or no decline in its Tier 1 capital ratio for the second quarter
because goodwill is already largely deducted in calculating the ratio.
In total these restructuring charges will cost $0.12 per share and will
save $0.04 per share of losses per quarter that the Bank has been
incurring to date. Earnings are expected to be reduced approximately
$1.15 per share as a result of these actions.
ITEM 6. RELIANCE ON SECTION 75(3) OF THE ACT
Not applicable.
ITEM 7. OMITTED INFORMATION
Not applicable.
ITEM 8. SENIOR OFFICER
Christopher A. Montague, Executive Vice President, General Counsel and
Secretary of The Toronto-Dominion Bank, is a senior officer of the Bank
and is knowledgeable as to the details of this material change report.
Mr. Montague can be contacted at (416) 308-6963.
ITEM 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
DATED at Toronto, April 7, 2003.
THE TORONTO-DOMINION BANK
By: "Christopher A. Montague"
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Christopher A. Montague, Executive Vice
President, General Counsel and Secretary