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 April, 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: April
19, 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
TAKES UP VFC SHARES AND ANNOUNCES INTENTION TO UNDERTAKE A COMPULSORY
ACQUISITION
Toronto,
April 19, 2006—
TD Bank Financial Group (“TD”) announced today that shareholders of VFC Inc.
(“VFC”) holding 15,071,825 common shares of VFC, representing approximately
90.2% of the outstanding common shares of VFC, have accepted the offer (the
“Offer”) made by TD to acquire all of the outstanding common shares of VFC. TD
also confirmed that all of the conditions of its Offer have been
satisfied.
In
view of these results, TD has:
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decided
to take up all the common shares of VFC validly deposited and not
withdrawn under the Offer; and
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made
appropriate arrangements for the payment today for such common shares
of
VFC.
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Since
more than 90% of the common shares of VFC have been deposited to TD’s Offer, TD
intends to exercise its right to acquire the remaining outstanding common shares
of VFC pursuant to a compulsory acquisition under the Canada
Business Corporations Act.
TD expects to complete that compulsory acquisition as soon as reasonably
practicable.
TD
expects the common shares of VFC to be de-listed from the Toronto Stock Exchange
upon completion of the compulsory acquisition.
About
VFC
With
its focus on non-prime automotive purchase financing, VFC (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 online customers. TD Bank
Financial Group had CDN$365 billion in assets, as of October 31, 2005. The
Toronto-Dominion Bank trades on the Toronto and New York Stock Exchanges under
the symbol "TD".
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 has filed 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 will
file additional documents with the SEC in connection with the compulsory
acquisition described in this release. Securityholders
are urged to read the registration statement, including any amendments thereto,
and any other relevant documents, carefully because they contain important
information.
Securityholders may obtain copies of the registration statement, including
any
amendments thereto, 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.
For
further information: TD: Scott Lamb, investor relations, 416-982-5075, Jeff
Keay, media relations, 416-982-7528; VFC: Charles Stewart, CEO, 416-645-5007,
Erik de Witte, CFO, 416-645-5010