Form 6-K
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 March, 2006.
The
Toronto-Dominion Bank
(Translation
of registrant's name into English)
c/o
General Counsel’s Office
P.O.
Box 1, Toronto Dominion Centre,
Toronto,
Ontario, M5K 1A2
(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.
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.
If
"Yes" is marked, indicate below the file number assigned to the registrant
in
connection with Rule 12g3-2(b): 82-
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.
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THE
TORONTO-DOMINION BANK
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DATE: March
14, 2006
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By:
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/s/
Rasha El Sissi
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Name:
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Rasha
El Sissi
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Title:
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Associate
Vice President, Legal
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TD
BANK FINANCIAL GROUP MAILS OFFER TO SHAREHOLDERS OF VFC
Toronto,
March 13, 2006 - TD Bank Financial Group (TDBFG) and VFC Inc. (VFC)
today announced that TDBFG’s offer to acquire all of the common shares of VFC,
and VFC’s accompanying directors’ circular, have been mailed to shareholders of
VFC.
Subject
to all
necessary approvals, TDBFG is offering to acquire all of the common shares
of
VFC at CDN$19.50 per share in cash or the equivalent of CDN$19.45 of TD common
shares and CDN$0.05 in cash for each VFC common share. VFC shareholders will
have the right to elect to receive all cash, primarily TD shares or a
combination of cash and TD shares.
As
described in the VFC directors' circular accompanying the offer, the VFC board
of directors is unanimously recommending that VFC shareholders tender their
shares to the TDBFG offer.
The
offer is open
for acceptance until 9:00 p.m., Toronto time, on April 18, 2006 unless extended
or withdrawn.
About
VFC
With
its focus on
non-prime automotive purchase financing, VFC Inc. (TSX: VFC) is one of the
largest Canadian-owned indirect consumer finance companies in Canada. VFC's
loans originate through its network of more than 2,000 pre-qualified automobile
dealers connected by a Web-based technology that provides for efficient
financing decisions. Founded in 1994, VFC has proven itself as a reliable source
of credit to customers and an invaluable business partner to automobile dealers
and retail vendors nationwide. Independent analysts value the Canadian non-prime
automotive finance market at approximately $4 billion per annum. VFC's shares
trade on the Toronto Stock Exchange under the symbol "VFC". For further
information, see the company's website at www.vfc.ca.
About
TD
Bank Financial Group
The
Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank
Financial Group. TD Bank Financial Group serves more than 14 million customers
in four key businesses operating in a number of locations in key financial
centres around the
globe: Canadian
Personal and Commercial Banking including TD Canada Trust;
Wealth
Management
including TD Waterhouse and an investment in TD Ameritrade; Wholesale Banking,
including TD Securities; and U.S. Personal and Commercial Banking through TD
Banknorth. TD Bank Financial Group also ranks among the world's leading on-line
financial services firms, with more than 4.5 million on line customers. TD
Bank
Financial Group had CDN$384 billion in assets, as of January 31, 2006. The
Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges under
the symbol "TD".
Cautionary
statement regarding forward looking information:
This
news release
includes certain forward looking statements that involve risks and
uncertainties. We caution that actual future events will be affected by a number
of factors, many of which are beyond our control and therefore may vary
substantially from what we currently foresee. We are under no obligation to
(and
expressly disclaim any such obligation to) update or alter any forward looking
statements whether as a result of new information, future events or otherwise.
Important additional information identifying risks and uncertainties is
contained in our most recent annual reports and annual information forms filed
with the applicable Canadian securities regulatory authorities.
Important
Legal Information:
This
communication
is being made in respect of The Toronto-Dominion Bank's offer to purchase all
of
the outstanding common shares of VFC Inc. In connection with the offer, The
Toronto-Dominion Bank will be filing a registration statement on Form F-8
(containing an Offer to Purchase and Circular and related documents) with the
U.S. Securities and Exchange Commission (SEC). The Toronto-Dominion Bank may
also file other documents with the SEC in connection with the offer.
Securityholders are urged to read the registration statement, and
any
other relevant documents, carefully because they contain important
information. Securityholders may obtain copies of the registration
statement and other filings made by The Toronto-Dominion Bank free of charge
at
the SEC’s website (www.sec.gov). In addition, documents filed with the
SEC by The Toronto-Dominion Bank may be obtained, without charge, by directing
a
request to TD Bank Financial Group, 66 Wellington Street West, Toronto, ON
M5K
1A2, Attention: Investor Relations (416) 308-9030.
-30-
For
more
information, contact:
Kelly
Milroy
Investor
Relations
TD
Bank Financial Group
416-944-5422
Christa
Poole
Media
Relations
TD
Bank Financial Group
416-308-0177
Erik
de
Witte
CFO
VFC
Inc.
(416)
645-5010