1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period From ________ to _________
Commission File Number 0-22163
A. Full title of the Plan and the address of the Plan, if different from
that of the issuer named below:
AMERITRADE HOLDING CORPORATION ASSOCIATES 401(k) PROFIT SHARING PLAN
B. Name of issuer of the securities held pursuant to the Plan and the
address of its principal executive office:
AMERITRADE HOLDING CORPORATION
4211 SOUTH 102nd STREET
OMAHA, NE 68127-1031
2
AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(k) PROFIT SHARING PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGES
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2000 AND 1999:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-6
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2000:
Form 5500, Schedule H, Part IV, Line 4(i) - Schedule of Assets Held for
Investment Purposes at End of Year 7
Schedules not filed herewith are omitted because of the absence of the
conditions under which they are required.
3
INDEPENDENT AUDITORS' REPORT
Ameritrade Holding Corporation
Associates 401(k) Profit Sharing Plan
Omaha, Nebraska
We have audited the accompanying statements of net assets available for benefits
of the Ameritrade Holding Corporation Associates 401(k) Profit Sharing Plan (the
Plan) as of December 31, 2000 and 1999, and the related statements of changes in
net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2000 and 1999, and the changes in net assets available for benefits
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
table of contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. Such
schedule has been subjected to the auditing procedures applied in our audit of
the basic 2000 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
/s/DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 15, 2001
4
AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(k) PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
- --------------------------------------------------------------------------------
ASSETS 2000 1999
CASH $ 93,811 $ 116,901
INVESTMENTS, at fair value (Note 3) 95,756,985 221,302,063
------------ ------------
Total assets 95,850,796 221,418,964
------------ ------------
LIABILITIES
ACCOUNTS PAYABLE 48,513 -
------------ ------------
Total liabilities 48,513 -
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 95,802,283 $221,418,964
============ ============
The accompanying notes are an integral part of the financial statements.
2
5
AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(k) PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
- --------------------------------------------------------------------------------
2000 1999
ADDITIONS TO (SUBTRACTIONS FROM) NET ASSETS
ATTRIBUTED TO:
Investment income:
Net appreciation (depreciation) of fair value of investments
(Note 3) $(119,513,939) $ 393,634,395
Mutual fund dividends and gain distributions 1,914,714 1,454,334
Interest income 450,955 776,275
------------- -------------
Net investment income (loss) (117,148,270) 395,865,004
Participant contributions 6,883,493 3,104,187
------------- -------------
Total additions (subtractions) (110,264,777) 398,969,191
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to plan participants 14,941,684 270,523,564
Administrative fees (Note 4) 398,387 237,358
Interest expense 11,833 8,337
------------- -------------
Total deductions 15,351,904 270,769,259
TRANSFER OF NET ASSETS FROM AMERITRADE HOLDING
CORPORATION ASSOCIATES 401(k) PLAN (Note 7) - 4,907,790
NET INCREASE (DECREASE) (125,616,681) 133,107,722
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 221,418,964 88,311,242
------------- -------------
End of year $ 95,802,283 $ 221,418,964
============= =============
The accompanying notes are an integral part of the financial statements.
3
6
AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(k) PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of the Ameritrade Holding Corporation Associates
401(k) Profit Sharing Plan (the Plan) (formerly the Ameritrade Holding
Corporation Associates Profit Sharing Plan) provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions.
GENERAL - The Plan is a defined contribution profit sharing and 401(k)
plan covering employees of Ameritrade Holding Corporation (the Company)
who meet eligibility requirements. The Plan covers employees who are 21
years old or older. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
CONTRIBUTIONS - Participants may contribute up to 15% of their
compensation on a salary deferral basis, subject to limitations specified
in the Internal Revenue Code. The Company makes matching contributions to
the Plan at its discretion. No discretionary contributions were made
during the years ended December 31, 2000 and 1999.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contributions, the Company discretionary contribution (if
any) and an allocation of the Plan's earnings (or losses), and charged
with an allocation of administrative fees. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
VESTING - Company contributions and earnings thereon vest 20% after the
second year of continuous service and vest an additional 20% each year,
with 100% vesting occurring for all participants after six years of
service. Participants immediately vest in their contributions plus actual
earnings thereon.
PARTICIPANT LOANS - Participants may borrow from their fund accounts the
lesser of 50% of their account balance or $50,000. The loans are secured
by the balance in the participant's account and bear interest at prime
plus one percent, determined as of the date of the loan. Principal and
interest is paid ratably through payroll deductions.
PAYMENT OF BENEFITS - On termination of service, a participant may elect
to receive either a lump-sum payment or installment payments.
FORFEITED ACCOUNTS - Forfeited accounts are used to reduce Company
discretionary contributions. If no Company discretionary contributions are
made during the Plan year in which forfeitures occur, forfeitures are
allocated to the participants remaining in the Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING - The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in
the United States of America. The financial statements were prepared in
accordance with the financial reporting requirements of ERISA as permitted
by the Securities and Exchange Commission's amendments to Form 11-K
adopted during 1990.
4
7
USE OF ESTIMATES - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of net assets available for benefits and changes
therein. Actual results could differ from those estimates. The Plan
utilizes various investment instruments. Investment securities, in
general, are exposed to various risks, such as interest rate, credit, and
overall market volatility. Due to the level of risk associated with
certain investment securities, it is reasonably possible that changes in
the values of investment securities will occur in the near term and that
such changes could materially affect the amounts reported in the
statements of net assets available for benefits.
INVESTMENT VALUATION - Investments are valued as follows:
- Ameritrade Holding Corporation Class A Common Stock - The Class A
common stock is stated at fair value as determined by quoted market
prices.
The Company effected two-for-one stock splits in August 1998 and
February 1999 and a three-for-one stock split in July 1999. All per
share amounts presented have been adjusted for these splits.
- Mutual Funds - Mutual funds are stated at fair value as determined
by quoted net asset value.
- Participant Loans - Loans to participants are carried at the
principal amount outstanding, which approximates fair value. The
loans mature from January 2001 to December 2005 and bear interest at
9.25% to 10.5%.
INCOME RECOGNITION - Security transactions are recorded as of the trade
date. Dividends are recorded on the ex-dividend date. Interest income is
recorded on the accrual basis.
Net appreciation (depreciation) in fair value of investments is determined
using the beginning of the year fair value or purchase price if acquired
during the year.
ADMINISTRATIVE COSTS - The Company pays certain administrative costs for
the Plan. Only costs paid by the Plan are reflected in the Plan's
financial statements.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
3. INVESTMENTS
The following table presents investments as of December 31, 2000 and 1999.
Investments that represent 5% or more of the Plan's net assets are
separately identified.
DECEMBER 31,
2000 1999
INVESTMENTS AT FAIR VALUE:
Investments at fair value as determined by quoted market price:
Ameritrade Holding Corporation Class A common stock $ 55,221,915 $169,265,906
Intrust Money Market Fund 6,227,077 17,096,712
PIMCO Total Return Bond Fund 12,758,321 12,314,211
Federated Max Cap Institutional Fund 5,150,697 5,720,264
Other 16,398,975 16,904,970
------------ ------------
$ 95,756,985 $221,302,063
============ ============
5
8
During 2000 and 1999, the Plan's investments (including investments
bought, sold and held during the year) appreciated (depreciated) in value
by $(119,513,939) and $393,634,395, respectively, as follows:
YEAR ENDED DECEMBER 31,
2000 1999
NET CHANGE IN FAIR VALUE:
Investments at fair value as determined by quoted market price:
Ameritrade Holding Corporation Class A common stock $(117,741,904) $ 391,483,524
Mutual funds (1,772,035) 2,150,871
------------- -------------
Net Appreciation (Depreciation) in Fair Value
of Investments $(119,513,939) $ 393,634,395
============= =============
4. PARTIES-IN-INTEREST
The Plan holds shares of Ameritrade Holding Corporation Class A common
stock. Ameritrade Holding Corporation is the Plan sponsor. Certain Plan
investments are shares of mutual funds managed by Intrust Bank, N.A.
Intrust Bank, N.A. is the trustee as defined by the Plan. In addition,
certain administrative fees are paid to Intrust Bank, N.A. These
transactions qualify as party-in-interest transactions.
5. TAX STATUS
The Plan is a prototype standardized profit sharing plan with cash or
deferred arrangement. The prototype plan obtained a tax determination
letter dated September 1998, in which the Internal Revenue Service stated
that the Plan, as then designed, was in compliance with the applicable
requirements of the Internal Revenue Code. The Plan has been amended since
the prototype plan received the determination letter. Plan management
believes that the Plan is in compliance with the applicable requirements
of the Internal Revenue Code. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100% vested in their accounts.
7. PLAN MERGER
Effective July 1, 1999, the Ameritrade Holding Corporation Associates
401(k) Plan was merged into the Ameritrade Holding Corporation Associates
401(k) Profit Sharing Plan. As a result of the merger, the trustee of the
Plan was changed from J. Joe and Marlene Ricketts to Intrust Bank, N.A.
The net assets of the Ameritrade Holding Corporation Associates 401(k)
Plan, amounting to $4,907,790 at July 1, 1999, were transferred to the
Ameritrade Holding Corporation Associates 401(k) Profit Sharing Plan.
6
9
AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(k) PROFIT SHARING PLAN
SUPPLEMENTAL SCHEDULE
FORM 5500, SCHEDULE H, PART IV, LINE 4(i) - SCHEDULE OF ASSETS
HELD FOR INVESTMENT PURPOSES AT END OF YEAR
DECEMBER 31, 2000
- --------------------------------------------------------------------------------
COLUMN B COLUMN C COLUMN E
DESCRIPTION OF INVESTMENT
INCLUDING COLLATERAL,
IDENTITY OF ISSUE, BORROWER, RATE OF INTEREST, MATURITY CURRENT
LESSOR OR SIMILAR PARTY DATE, PAR OR MATURITY VALUE VALUE
*Ameritrade Holding Corporation Class A common stock, 7,888,845
shares $55,221,915
American Advantage Funds American Independence Money Market
Fund, 1,008 shares 1,008
*Intrust Bank, N.A. Intrust Money Market Fund, 6,227,077
shares 6,227,077
Federated Investors, Inc. Federated Stock Fund, 111,595 shares 3,790,868
Federated Investors, Inc. Federated Max Cap Institutional Fund,
192,047 shares 5,150,697
Franklin Resources, Inc. Franklin Small Cap Growth Fund,
120,269 shares 4,730,175
*Intrust Bank, N.A. Nestegg Capital Preservation Fund,
1,462 shares 14,579
*Intrust Bank, N.A. Nestegg 2010 Fund, 144,383 shares 1,487,143
*Intrust Bank, N.A. Nestegg 2020 Fund, 59,360 shares 619,121
*Intrust Bank, N.A. Nestegg 2030 Fund, 42,056 shares 448,734
*Intrust Bank, N.A. Nestegg 2040 Fund, 40,270 shares 430,082
Lazard Feres & Co. Lazard International Equity Fund,
163,308 shares 2,192,645
Mass Mutual MAS Advisor Mid Cap Growth Fund,
96,305 shares 2,357,540
Franklin Resources, Inc. Templeton Developing Markets Fund,
16,528 shares 175,032
PIMCO Advisors, L.P. PIMCO Total Return Bond Fund,
1,227,942 shares 12,758,321
*Loans to Participants Maturing from January 2001 to
December 2005, interest
range: 9.25% to 10.5% 152,048
-----------
$95,756,985
===========
* Represents a party-in-interest
7
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the members
of the Ameritrade Holding Corporation Associates 401(k) Profit Sharing Plan
Employee Benefit Plan Administrative Committee have duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
AMERITRADE HOLDING CORPORATION
ASSOCIATES 401(k) PROFIT SHARING PLAN
DATE JUNE 21, 2001 BY /s/ JOHN R. MACDONALD
--------------- ---------------------
JOHN R. MACDONALD
AMERITRADE HOLDING CORPORATION
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
8
11
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement Numbers
333-40633, 333-40631 and 333-77573 of Ameritrade Holding Corporation and
subsidiaries on Form S-8 and Registration Statement Numbers 333-87999 and
333-59968 on Form S-3 of our report dated June 15, 2001 appearing in this Annual
Report on Form 11-K of the Ameritrade Holding Corporation Associates 401(k)
Profit Sharing Plan for the year ended December 31, 2000.
/s/DELOITTE & TOUCHE LLP
Omaha, Nebraska
June 15, 2001