Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 2005, Ameritrade Holding Corporation, a Delaware corporation (“Ameritrade”), entered into Amendment No. 1 to the Agreement of Sale and Purchase (the “Amendment”) with The Toronto-Dominion Bank (“TD”). The Amendment amends the Agreement of Sale and Purchase (the “Purchase Agreement”) between Ameritrade and TD, dated June 22, 2005, pursuant to which Ameritrade agreed to purchase from TD (the “Share Purchase”) all of the capital stock of TD Waterhouse Group, Inc., a Delaware corporation and wholly owned subsidiary of TD (“TD Waterhouse”), in exchange for 193,600,000 shares of common stock, par value $0.01 per share, of Ameritrade (the “Stock Consideration”) and $20,000 in cash.

The Amendment increases the number of shares of Ameritrade common stock to be issued to TD for the Share Purchase to 196,300,000 from 193,600,000 to reflect the intent of the parties that the Stock Consideration represent, as of the signing of the Purchase Agreement and after giving effect to the issuance of the Stock Consideration in the Purchase Agreement, 32% of the diluted shares outstanding of Ameritrade.

Amendment No. 1 to the Agreement of Sale and Purchase is attached hereto as Exhibit 2.2 to this Current Report on Form 8-K.

Additional Information and Where to Find It

In connection with the proposed transaction, Ameritrade filed a preliminary proxy statement concerning the transaction with the Securities and Exchange Commission (“SEC”) on September 12, 2005. Ameritrade will also file a definitive proxy statement and relevant documents with the SEC in connection with the proposed transaction. SECURITY HOLDERS OF AMERITRADE ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the definitive proxy statement and other documents when they become available by contacting Investor Relations at www.amtd.com, or by mail at Ameritrade Investor Relations, 4211 S. 102 Street, Omaha, NE 68127, or by Telephone: 800-237-8692. In addition, documents filed with the SEC by Ameritrade are available free of charge at the SEC’s web site at www.sec.gov.

Ameritrade Holding Corporation, The Toronto-Dominion Bank, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Ameritrade in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction is included in the preliminary proxy statement of Ameritrade described above. This document is available free of charge at the SEC’s web site at www.sec.gov and from Investor Relations at Ameritrade as described above. Information regarding The Toronto-Dominion Bank’s directors and executive officers is available in its Annual Report on Form 40-F for the year ended October 31, 2004, which was filed with the SEC on December 13, 2004, and in its notice of annual meeting and proxy circular for its 2005 annual meeting, which was filed with the SEC on February 17, 2005. These documents are available free of charge at the SEC’s web site at www.sec.gov.

 

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
2.2		Amendment No. 1 to the Agreement of Sale and Purchase

	AMERITRADE HOLDING CORPORATION
Date: October 28, 2005	By:	/s/ John R. MacDonald
		Name:	John R. MacDonald
		Title:	Executive Vice President, Chief Financial Officer and Treasurer

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