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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): April 2, 2001
Ameritrade Holding Corporation
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(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
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On April 12, 2001, Ameritrade Holding Corporation (the "Company") filed
a Current Report on Form 8-K to report its acquisition on April 2, 2001 of
TradeCast Inc. and all of the ownership interests in TradeCast Investments Ltd.
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
Included herein as Exhibit 99.1 are the audited Consolidated Financial
Statements of TradeCast Investments Ltd. and Subsidiaries for the years ended
December 31, 2000 and 1999 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 99.2:
(i) Ameritrade Holding Corporation Unaudited Pro Forma Combined
Condensed Balance Sheet as of December 31, 2000.
(ii) Ameritrade Holding Corporation Unaudited Pro Forma Combined
Condensed Statement of Operations for the Year Ended
September 29, 2000.
(iii) Ameritrade Holding Corporation Unaudited Pro Forma Combined
Condensed Statement of Operations for the Three Months Ended
December 31, 2000
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of February 13, 2001, among
Ameritrade Holding Corporation, TradeCast Inc., TC Merger Sub,
Inc. and the Stockholders of TradeCast Inc. (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form
8-K filed April 12, 2001)
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of March 30,
2001 (incorporated by reference to Exhibit 2.2 to the Company's
Current Report on Form 8-K filed April 12, 2001)
2.3 Amendment No. 2 to Agreement and Plan of Merger, dated as of March 30,
2001 (incorporated by reference to Exhibit 2.3 to the Company's
Current Report on Form 8-K filed April 12, 2001)
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2.4 Interest Purchase Agreement, dated as of February 13, 2001, among
Ameritrade Holding Corporation, ForTradeCast L Partners, L.P. and
ForTradeCast S Partners, L.P. (incorporated by reference to
Exhibit 2.4 to the Company's Current Report on Form 8-K filed
April 12, 2001)
2.5 Amendment No. 1 to Interest Purchase Agreement, dated as of March 30,
2001 (incorporated by reference to Exhibit 2.5 to the Company's
Current Report on Form 8-K filed April 12, 2001)
2.6 Amendment No. 2 to Interest Purchase Agreement, dated as of March 30,
2001 (incorporated by reference to Exhibit 2.6 to the Company's
Current Report on Form 8-K filed April 12, 2001)
23 Consent of Mann Frankfort Stein & Lipp CPAs, LLP
99.1 Consolidated Financial Statements of TradeCast Investments Ltd. and
Subsidiaries for the years ended December 31, 2000 and 1999
99.2 Unaudited Pro Forma Combined Condensed Financial Statements of
Ameritrade Holding Corporation as of December 31, 2000 and for the
year ended September 29, 2000 and the three months ended December
31, 2000
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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: May 9, 2001 AMERITRADE HOLDING CORPORATION
By: /s/ John R. MacDonald
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John R. MacDonald
Vice President and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
2.1 Agreement and Plan of Merger, dated as of February 13, 2001,
among Ameritrade Holding Corporation, TradeCast Inc., TC Merger
Sub, Inc. and the Stockholders of TradeCast Inc. (incorporated by
reference to Exhibit 2.1 to the Company's Current Report on Form
8-K filed April 12, 2001)
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of
March 30, 2001 (incorporated by reference to Exhibit 2.2 to the
Company's Current Report on Form 8-K filed April 12, 2001)
2.3 Amendment No. 2 to Agreement and Plan of Merger, dated as of
March 30, 2001 (incorporated by reference to Exhibit 2.3 to the
Company's Current Report on Form 8-K filed April 12, 2001)
2.4 Interest Purchase Agreement, dated as of February 13, 2001, among
Ameritrade Holding Corporation, ForTradeCast L Partners, L.P. and
ForTradeCast S Partners, L.P. (incorporated by reference to
Exhibit 2.4 to the Company's Current Report on Form 8-K filed
April 12, 2001)
2.5 Amendment No. 1 to Interest Purchase Agreement, dated as of March
30, 2001 (incorporated by reference to Exhibit 2.5 to the
Company's Current Report on Form 8-K filed April 12, 2001)
2.6 Amendment No. 2 to Interest Purchase Agreement, dated as of March
30, 2001 (incorporated by reference to Exhibit 2.6 to the
Company's Current Report on Form 8-K filed April 12, 2001)
23 Consent of Mann Frankfort Stein & Lipp CPAs, LLP
99.1 Consolidated Financial Statements of TradeCast Investments Ltd.
and Subsidiaries for the years ended December 31, 2000 and 1999
99.2 Unaudited Pro Forma Combined Condensed Financial Statements of
Ameritrade Holding Corporation as of December 31, 2000 and for
the year ended September 29, 2000 and the three months ended
December 31, 2000
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