-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, n2QKh4sRsP7rwscZK1U8kNA1GWBP96OVI6KTxoEjQZiF/q7RdUFiKakIQR1Q9AZU By2yj3iSsuKVOHaDoEsb6A== 0000906344-94-000002.txt : 19940526 0000906344-94-000002.hdr.sgml : 19940526 ACCESSION NUMBER: 0000906344-94-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940525 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB CHARLES CORP CENTRAL INDEX KEY: 0000316709 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 943025021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38764 FILM NUMBER: 94530168 BUSINESS ADDRESS: STREET 1: 101 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156277000 MAIL ADDRESS: STREET 1: 101 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB CHARLES R CENTRAL INDEX KEY: 0000923738 STANDARD INDUSTRIAL CLASSIFICATION: 0000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 41562770000 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 3) United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) The Charles Schwab Corporation (Name of Issuer) Common Stock ($.01 par value) (Title of Class of Securities) 808513-10-5 (CUSIP Number) Pamela E. Herlich, Assistant Secretary The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94104 415/627-7533 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 28, 1991 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. 808513-10-5 SCHEDULE 13D Page 2 of 6 pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles R. Schwab ###-##-#### 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ] b [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS N/A 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF 1,243,989 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 6,078,343 REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 1,243,989 10 SHARED DISPOSITIVE POWER 6,078,343 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,322,632 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 28.6% 14 TYPE OF REPORTING PERSON IN 808513-10-5 SCHEDULE 13D Page 3 of 6 pages Item 1. Security and Issuer Security: Common Stock ($.01 par value) Issuer: The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94104 Item 2. Identity and Background a) Charles R. Schwab b) The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94104 c) Chairman, Chief Executive Officer and Director, The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94104 d) Inapplicable e) Inapplicable f) United States of America Item 3. Source and Amount of Funds Inapplicable Item 4. Purpose of Transaction The shares of Common Stock are held for personal investment, except as noted in Item 5 below. Item 5. Interest in Securities of Issuer a) 7,322,632 shares of Common Stock representing 28.6% of the Common Stock outstanding. b) The 7,322,632 shares of Common Stock referred to in Item 5(a) above consist of (i) 1,243,989 shares of Common Stock as to which Mr. Schwab has sole voting power and sole dispositive power (including shares held by the Trustee of the Charles Schwab Profit Sharing and Employee Stock Ownership Plan allocated to Mr. Schwab's individual ESOP account; 100 shares held by Mr. Schwab as custodian for his children; and 600 shares held by Mr. Schwab as trustee of the 808513-10-5 SCHEDULE 13D Page 4 of 6 pages Schwab Inter-Vivos Trust as to which he disclaims beneficial ownership); and (ii) 6,078,343 shares of Common Stock as to which Mr. Schwab has shared voting power and shared dispositive power (including 262,000 shares held by The Charles and Helen Schwab Foundation, a nonprofit public benefit corporation, as to which Mr. and Mrs. Schwab, as two of three directors, have shared voting and dispositive power but disclaim beneficial ownership; 5,494,000 shares held by Mr. and Mrs. Schwab as community property; 141,487 shares held by Mr. and Mrs. Schwab as joint tenants; and 180,856 shares held by Mrs. Schwab). c) The following transactions in Common Stock were effected by Mr. Schwab since the filing of Amendment No. 2 to his Schedule 13D dated August 5, 1991: Date of # of Shares Nature of Price Per Where and Transaction of Common Stock Transaction Per Share How Effected 8/7/91 18,900 Sale $26.75 Open Market 8/8/91 10,000 Sale $26.875 Open Market 8/8/91 6,000 Sale $27.125 Open Market 8/12/91 20,100 Sale $26.875 Open Market 8/12/91 5,000 Sale $27.00 Open Market 8/13/91 11,900 Sale $27.00 Open Market 8/13/91 34,500 Sale $27.125 Open Market 8/14/91 10,000 Sale $27.625 Open Market 8/14/91 16,000 Sale $27.875 Open Market 8/14/91 13,500 Sale $28.00 Open Market 8/15/91 10,000 Sale $28.25 Open Market 8/15/91 20,000 Sale $28.375 Open Market 8/16/91 15,300 Sale $27.25 Open Market 8/19/91 25,100 Sale $26.00 Open Market 8/19/91 6,400 Sale $26.125 Open Market 8/19/91 1,000 Sale $26.50 Open Market 8/19/91 2,500 Sale $26.75 Open Market 8/21/91 22,800 Sale $26.25 Open Market 8/28/91 15,000 Disposition N/A Gift 8/28/91 2,000 Disposition N/A Gift d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Mr. Schwab, except for The Charles and Helen Schwab Foundation, as noted in Item 5(b) above. e) Inapplicable. 808513-10-5 SCHEDULE 13D Page 5 of 6 pages Item 6. Contracts Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer 1. Registration Rights and Stock Restriction Agreement, date as of March 31, 1987 between Charles Schwab and CL Acquisition Corporation, requires that share transfers be made in accordance with state and Federal securities laws and subject to protection of the issuer's rights and further provides for registration rights in certain circumstances. 2. Secured Demand Promissory Note, dated March 27, 1987 by Charles Schwab and Helen O. Schwab in the principal amount of $4,000,000 secured by the stock acquired by Charles Schwab. The pledge arrangement was modified by Letter Agreement, dated July 28, 1987 whereby the Lender agreed to release a certain amount of the pledged stock. In April 1989, Charles R. Schwab granted to David S. Pottruck an option to purchase from Mr. Schwab 100,000 shares of Common Stock at a price of $10 per share, vesting at the rate of 25% as of April 1, 990 and of each year thereafter until fully vested and exercisable during the period from April 1, 1993 through March 31, 1998, pursuant to a Stock Option Agreement dated April 1989. Item 7. Exhibits 1. Registration Rights and Stock Restriction Agreement, dated as of March 31, 1987, between Charles R. Schwab and CL Acquisition Corporation.* 2. Secured Demand Promissory Note, dated March 27, 1987 by Charles R. Schwab and Helen O. Schwab for $4,000,000.* 3. Letter Agreement, dated July 28, 1987 between Charles R. Schwab and Helen O. Schwab and the Lender relating to the release of certain pledged shares.* 4. Stock Option Agreement dated April 1989 between Charles R. Schwab and David S. Pottruck.** *Incorporated by reference to Exhibits 1, 3 and 4, respectively, to Mr. Schwab's Schedule 13D dated September 22, 1987. 808513-10-5 SCHEDULE 13D Page 6 of 6 pages **Incorporated by reference to Exhibit 4 to Amendment No. 1 to Mr. Schwab's Schedule 13D dated January 30, 1991. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May __, 1994 Date ___________________________ Charles R. Schwab EXHIBIT INDEX Item 7. Exhibits 1. Registration Rights and Stock Restriction Agreement, dated as of March 31, 1987, between Charles R. Schwab and CL Acquisition Corporation.* 2. Secured Demand Promissory Note, dated March 27, 1987 by Charles R. Schwab and Helen O. Schwab for $4,000,000.* 3. Letter Agreement, dated July 28, 1987 between Charles R. Schwab and Helen O. Schwab and the Lender relating to the release of certain pledged shares.* 4. Stock Option Agreement dated April 1989 between Charles R. Schwab and David S. Pottruck.** *Incorporated by reference to Exhibits 1, 3 and 4, respectively, to Mr. Schwab's Schedule 13D dated September 22, 1987. -----END PRIVACY-ENHANCED MESSAGE-----