SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 6, 2001
AMERITRADE HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-22163 47-0642657
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4211 South 102nd Street
Omaha, Nebraska 68127
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 331-7856
Not Applicable
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On September 21, 2001, Ameritrade Holding Corporation (the "Company")
filed a Current Report on Form 8-K to report its acquisition on September 6,
2001 of all of the shares of common stock of National Discount Brokers
Corporation, a New York corporation. Pursuant to Item 7 of Form 8-K, the Company
indicated that it would file certain financial information no later than the
date by which such information is required to be filed pursuant to Form 8-K.
This Amendment is filed to provide such required financial information.
(a) Financial Statements of Businesses Acquired
(i) Included herein as Exhibit 99.1 are the unaudited Condensed Financial
Statements of National Discount Brokers Corporation for the six months
ended June 30, 2001 and 2000.
(ii) Included herein as Exhibit 99.2 are the audited Financial Statements
and Schedules of National Discount Brokers Corporation as of December
31, 2000 and for the seven months then ended with accompanying
Independent Auditors' Report.
(iii) Included herein as Exhibit 99.3 are the audited Financial Statements
and Schedules of National Discount Brokers Corporation as of May 31,
2000 and for the year then ended with accompanying Report of
Independent Accountants.
(iv) Included herein as Exhibit 99.4 are the audited Financial Statements
and Schedules of Triak Services Corp. (predecessor of National
Discount Brokers Corporation) as of May 31, 1999 and for the year then
ended with accompanying Report of Independent Accountants.
(v) Included herein as Exhibit 99.5 are the audited Financial Statements
and Schedules of Triak Services Corp. (predecessor of National
Discount Brokers Corporation) as of May 31, 1998 and for the year then
ended with accompanying Independent Auditors' Report.
(b) Pro Forma Financial Information
The following pro forma financial information, together with
accompanying summary and notes, is included herein as Exhibit 99.6:
(i) Ameritrade Holding Corporation Unaudited Pro Forma Combined Condensed
Balance Sheet as of June 29, 2001.
(ii) Ameritrade Holding Corporation Unaudited Pro Forma Combined Condensed
Statement of Operations for the Year Ended September 29, 2000.
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(iii) Ameritrade Holding Corporation Unaudited Pro Forma Combined Condensed
Statement of Operations for the Nine Months Ended June 29, 2001.
(c) Exhibits
2.1 Purchase Agreement, dated as of July 30, 2001, between National
Discount Brokers Group, Inc. and Ameritrade Holding Corporation
(incorporated by reference to Exhibit 2.1 to the Company's Current
Report on Form 8-K filed September 21, 2001)
23.1 Consent of KPMG LLP
23.2 Consent of PricewaterhouseCoopers LLP
99.1 Unaudited Condensed Financial Statements of National Discount Brokers
Corporation for the six months ended June 30, 2001 and 2000
99.2 Audited Financial Statements and Schedules of National Discount
Brokers Corporation as of December 31, 2000 and for the seven months
then ended with accompanying Independent Auditors' Report
99.3 Audited Financial Statements and Schedules of National Discount
Brokers Corporation as of May 31, 2000 and for the year then ended
with accompanying Report of Independent Accountants
99.4 Audited Financial Statements and Schedules of Triak Services Corp. as
of May 31, 1999 and for the year then ended with accompanying Report
of Independent Accountants
99.5 Audited Financial Statements and Schedules of Triak Services Corp. as
of May 31, 1998 and for the year then ended with accompanying
Independent Auditors' Report
99.6 Unaudited Pro Forma Combined Condensed Financial Statements of
Ameritrade Holding Corporation as of June 29, 2001 and for the year
ended September 29, 2000 and the nine months ended June 29, 2001
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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 hereunto duly authorized.
Dated: November 19, 2001 AMERITRADE HOLDING CORPORATION
By: /s/ John R. MacDonald
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John R. MacDonald
Executive Vice President,
Chief Financial Officer
and Treasurer
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