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Non-Tech : TD Waterhouse Group (TWE)

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To: Elroy who wrote (89)6/19/1999 4:20:00 AM
From: Philip Tung  Read Replies (1) of 1413
 
because of your encouragement, I actually went to read their filings and found that actually TWE will have 365 million shares outstanding NOT including the 4.8 million shares for over allotment and 32,850,000 shares reserved for employee incentive and stock option plans. Can't really get the right valuations if you can't get the shares outstanding right, you see, I end up having to do all the work for you but forget it, you MUST have read the prospectus, you MUST know what you are talking about.

as per edgar online/TWE's amended initial registration statement

THE OFFERING


Common stock offered:
U.S. offering............................. 20,800,000 shares
Canadian offering......................... 8,000,000 shares
International offering.................... 3,200,000 shares
Total.................................. 32,000,000 shares
Common stock to be outstanding following the
offerings................................. 365,000,000 shares
Use of proceeds............................. We intend to use approximately $443 million
of the estimated net proceeds of the
offerings for investments in technology and
systems upgrades, increases in our
advertising and marketing budget and other
working capital and general corporate
purposes. The exact amount and timing of
such expenditures, however, will depend upon
a number of factors, including growth in
customers and trading activity, market
conditions and technological developments,
and accordingly, management will have broad
discretion in allocating the proceeds from
the offerings for specific purposes. We may
also use a portion of the net proceeds to
finance acquisitions of other companies,
although we do not currently have any
pending or proposed significant
acquisitions.
In addition, we intend to use approximately
$221 million of the remaining net proceeds
to repay certain intercompany debt to TD
Bank and to redeem shares of the preferred
stock of several of our subsidiaries held by
TD Bank.
NYSE and TSE listing symbol................. TWE


The share totals listed above do not include 4,800,000 additional shares
that will be offered by us if the underwriters and managers exercise their
over-allotment option in full. Some of the disclosure in this prospectus will be
different if the underwriters and managers exercise this option. Unless we state
otherwise, the information in this prospectus assumes that the underwriters and
managers will not exercise this option.


In addition, the number of shares of common stock shown in this prospectus
as outstanding following the offerings includes shares which are
issuable upon exchange of the exchangeable preference shares held by TD Bank
(see "The Reorganization"), and excludes 32,850,000 shares to be reserved for
issuance pursuant to employee incentive and stock option plans.
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