TD Waterhouse Group Inc – ‘SC 13E3/A’ on 11/23/01 re: TD Waterhouse Group Inc – EX-99.A.28

On:  Friday, 11/23/01   ·   Accession #:  950123-1-508763   ·   File #:  5-58409

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Amendment to Tender-Offer Statement — Going-Private Transaction   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E3/A   Amendment No. 2 to Schedule 13E-3                      5     17K 
 2: EX-99.A.28  Text of Release of Parent Dated November 22, 2001      1      8K 

EX-99.A.28   —   Text of Release of Parent Dated November 22, 2001

EX-99.A.28
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November 22, 2001                                                               

TD BANK ANNOUNCES COMPLETION OF SUBSEQUENT OFFERING PERIOD
FOR TD WATERHOUSE GROUP, INC. TENDER OFFER

Toronto/New York - The Toronto-Dominion Bank, TD Bank, (NYSE/TSE: TD) today     
announced the completion of the subsequent offering period relating to its cash 
tender offer for the publicly-held shares of common stock of TD Waterhouse      
Group, Inc. (NYSE/TSE: TWE) at a price of US$9.50 per share. The extension      
allowed the processing of tenders that had not been completed by the original   
closing date of 12:00 midnight EST on November 14, 2001.                        

  The subsequent offering period expired at 12:00 midnight EST, on
November 21, 2001. Based on preliminary information from the depositary for the 
offer, TD Waterhouse Group stockholders had tendered and not withdrawn 7,868,324
shares of TD Waterhouse Group common stock (including guaranteed deliveries)    
during the subsequent offering period. Combined with shares tendered during the 
initial offering period, a total of 28,980,772 shares of TD Waterhouse Group    
common stock were tendered pursuant to the offer. This brings TD Bank's and its 
subsidiaries' combined common stock ownership in TD Waterhouse Group to         
approximately 97% of the outstanding shares.                                    

       As previously announced, TD Bank will acquire the remaining shares of
TD Waterhouse Group common stock through a short-form merger in which all       
remaining TD Waterhouse Group stockholders who did not tender their shares in   
the tender offer will receive the same US$9.50 per share in cash paid in the    
tender offer. Stockholders will receive relevant information in the mail on how 
to receive payment for their shares. No vote or consent of TD Waterhouse Group  
stockholders is required for this merger, which is expected to occur before the 
end of the month.                                                               

ABOUT TD BANK FINANCIAL GROUP                                                   

TD Bank (www.td.com), a Canadian chartered bank, was, as of July 31, 2001, the  
second largest Canadian bank in terms of market capitalization. TD Bank and its 
subsidiaries are collectively known as TD Bank Financial Group, which offers a  
full range of financial services and products to approximately 13 million       
customers in Canada and around the world. TD is organized into four main        
businesses: TD Canada Trust, a leader in personal and commercial banking in     
Canada; TD Securities, a force in investment banking in Canada, the U.S. and    
abroad; TD Waterhouse Group, the world's second largest broker to the           
self-directed investor; and TD Wealth Management, one of Canada's largest asset 
managers. TD Waterhouse Holdings is a holding company that owns, in addition to 
TD Waterhouse Group common stock, all of the stock of TD Waterhouse Bank, and   
other financial services businesses.                                            

For further information, please contact:     Dianne Salt                        
                                 TD Bank Financial Group
                        (416) 308-6807

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13E3/A’ Filing		Date		Other Filings
Filed on:		11/23/01		SC 13E3/A,  SC TO-T/A
		11/22/01
		11/21/01
		11/14/01		8-K
		7/31/01		10-Q,  NT 10-Q
				List all Filings