FORM 6-K/A
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 December, 2002.
THE TORONTO-DOMINION BANK
(Translation of registrant's name into English)
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.
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.
FORM 6-K/A
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: December 3, 2002 By Norie C. Campbell
-----------------------------
Name: Norie C. Campbell
Title: Associate Vice President
TD BANK FINANCIAL GROUP MOVES AGGRESSIVELY ON ITS STRATEGY
TO ADDRESS CREDIT CONCERNS
TORONTO, NOVEMBER 04, 2002 / CNW / - TD Bank Financial Group (TDBFG) today
announced a definitive strategy to deal with its credit challenges. Under this
new strategy, TD will split its corporate lending business into "core" and
"non-core" relationships. In addition, driven by deterioration in the utilities
sector creating higher than anticipated impaired loan formations, TD announced
that it was increasing its specific loan loss provisions and taking additional
one-time provisions of CDN$600 million.
"Our existing credit challenges have been aggravated by recent further
deterioration in the utilities sector. To that end, we determined that the shift
in strategy that we announced in July was not only appropriate, but one which we
should be pursuing faster and more aggressively," said A. Charles Baillie,
Chairman and CEO of TD Bank Financial Group. "We have implemented very specific
and vigorous steps which are designed to tackle our continuing credit challenges
even more aggressively while positioning TDBFG for growth going forward."
As a result of higher than anticipated new formations of impaired loans for the
end of the fiscal year, TDBFG will be taking a higher specific loan loss
provision for the quarter of CDN$350 million versus the CDN$175 million guidance
previously provided. CDN$263 million of the provision will be against three
relationships in the utilities sector. In addition, TDBFG will also draw CDN$185
million in this quarter from the CDN$600 million telecom sectoral that it
announced in July. TDBFG indicated that its loan losses in the personal and
commercial bank will come in at expected levels.
"We remain comfortable with our provisioning for telecom though we will be
drawing down on this sectoral earlier than expected. The amount of the draw down
is in keeping with our loss level expectations," added Baillie.
"Our strong desire to deal definitively with our continuing credit challenges
has led us to accelerate our previously announced shift in direction and to
organizationally split TD Securities into two distinct business groups. The
division of our corporate lending book into `core' and `non-core' portfolios
will result in a significantly smaller on-going corporate loan book with less
capital deployed, which can deliver earnings growth from an adjusted base with
lower volatility and improved rates of return," said Ed Clark, President and COO
of TD Bank Financial Group. "We will now have one unit for on-going operations
with core clients and one for businesses with non-core clients that we want to
exit over time," he noted.
The non-core loan portfolio comprises approximately $11 billion in corporate
loans or about half of TDBFG's total corporate loans. About 55% of this is
telecommunications and utilities and is primarily non-Canadian loans. TDBFG
emphasized that the non-core portfolio is 40% investment grade.
"As a second step to address our credit challenges we will be taking additional
one-time provisions of CDN$600 million. Combined with the remaining CDN$415
million telecom and CDN$250 million US corporate sectorals, we will have
CDN$1.265 billion in provisions against the non-core portfolio," added Clark.
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The effect of this provisioning will produce a loss for the quarter in the range
of CDN$0.07 to CDN$0.12 cents per share on a fully diluted cash operating basis
or CDN$0.31 to CDN$0.36 cents per share on a reported GAAP basis. Additional
information will be provided when TDBFG announces its fourth quarter results at
the end of the month.
"It is clearly not a good time for us, and I am deeply disappointed that we are
delivering this news - our shareholders deserve better," said Baillie.
"With today's aggressive actions we have dramatically changed the risk profile
of the Bank. We have a strong Canadian franchise both in corporate lending and
investment banking as well as strong capabilities in capital markets outside of
Canada and we will continue to lend on a limited basis outside Canada. The TDBFG
franchise continues to have solid fundamentals which we believe will deliver
consistent and quality earnings for our shareholders in the future, " added
Clark.
ANALYST CALL
TDBFG will hold an analyst conference call today, November 4, 2002 at 4:30 p.m.
Toronto time. The call will feature a presentation by A. Charles Baillie and Ed
Clark and will be followed by a question and answer period for analysts. The
call is expected to last approximately 60 minutes. Media and the general public
may access the call by calling 1-800-814-4860 or in Toronto, 416-640-1907. A
playback of the call may be accessed for a period of at least two weeks by
calling 1-877-289-8525 or 416-640-1917, pass code 219650#.
ABOUT TD BANK FINANCIAL GROUP
The Toronto-Dominion Bank and its subsidiaries are collectively known as TD Bank
Financial Group. In Canada and around the world, TD Bank Financial Group serves
more than 13 million customers in three key businesses: personal and commercial
banking including TD Canada Trust; wealth management including the global
operations of TD Waterhouse; and a leading wholesale bank, TD Securities,
operating in over 20 locations in key financial centres around the globe. 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$309.6 billion in assets, as at July 31, 2002. The Toronto-Dominion
Bank trades on the Toronto and New York Stock Exchanges under the symbol "TD".
This news release may contain forward-looking statements, including statements
regarding the business and anticipated financial performance of TD. These
statements are subject to a number of risks and uncertainties that may cause
actual results to differ materially from those contemplated by the
forward-looking statements. Some of the factors that could cause such
differences include legislative or regulatory developments, competition,
technological change, global capital market activity, interest rates, changes in
government and economic policy, inflation and general economic conditions in
geographic areas where TD operates. These and other factors should be considered
carefully and undue reliance should not be placed on TD's forward-looking
statements. TD does not undertake to update any forward-looking statements.
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For further information:
Dan Marinangeli
Executive Vice President and Chief Financial Officer
(416) 982-8002
Scott Lamb
Vice President Investor Relations
(416) 982-5075
Dianne Salt
Associate Vice President, External Communications
(416) 308-6807