-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JXl1C6hI13u7h4uR7+h1ByQA6WcMOZYrh/GpuMGpkH0kRRl/D1u/GhUoJl/03/E+ HNCcwip1EC+Wy0ZzRBICZQ== 0000906344-97-000018.txt : 19970222 0000906344-97-000018.hdr.sgml : 19970222 ACCESSION NUMBER: 0000906344-97-000018 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970213 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB CHARLES CORP CENTRAL INDEX KEY: 0000316709 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943025021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-38764 FILM NUMBER: 97530297 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: TRANSAMERICA CORP CENTRAL INDEX KEY: 0000099189 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 940932740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 600 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4159834000 SC 13G 1 SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* THE CHARLES SCHWAB CORPORATION (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 808513 (CUSIP Number) Check the following box if a fee is being paid with this statement []. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 Name of Reporting Person Transamerica Investment Services, Inc. IRS Identification No. of Above Person 94-1632699 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 0 NUMBER OF SHARES 6 Shared Voting Power 9,096,350 BENEFICIALLY OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 9,096,350 9 Aggregate Amount Beneficially Owned by Each Reporting Person 9,096,350 10 Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 5.2% 12 Type of Reporting Person IA 1 Name of Reporting Person Transamerica Corporation IRS Identification No. of Above Person 94-0932740 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] 3 SEC USE ONLY 4 Citizenship or Place of Organization Delaware 5 Sole Voting Power 0 NUMBER OF SHARES 6 Shared Voting Power 9,096,350* BENEFICIALLY * See Note to Exhibit A OWNED BY EACH REPORTING 7 Sole Dispositive Power 0 PERSON WITH 8 Shared Dispositive Power 9,096,350* * See Note to Exhibit A 9 Aggregate Amount Beneficially Owned by Each Reporting Person 9,096,350* * See Note to Exhibit A 10 Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares [ ] 11 Percent of Class Represented by Amount in Row 9 5.2% 12 Type of Reporting Person HC Item 1(a). Name of Issuer. The Charles Schwab Corporation Item 1(b). Address of Issuer's Principal Executive Offices. 101 Montgomery Street, San Francisco, California 94104 Item 2(a). Name of Person Filing. This statement is filed by Transamerica Investment Services, Inc. ("TIS") and Transamerica Corporation ("Transamerica") (collectively, TIS and Transamerica are referred to herein as the "Companies"). Item 2(b). Address of Principal Business Office or, if none, Residence. The address of TIS is 1150 South Olive Street, Los Angeles, California 90015. The address of Transamerica is 600 Montgomery Street, San Francisco, California 94111. Item 2(c). Citizenship. TIS and Transamerica are Delaware corporations. Item 2(d). Title of Class of Securities. Common Stock, $.01 par value ("Common Stock"). Item 2(e). CUSIP Number. 808513 Item 3. Type of Reporting Person. Each of the Companies is filing this statement pursuant to Rule 13d-1(b). TIS is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Transamerica is a parent holding company in accordance with Rule 13d- 1(b)(1)(ii)(G). Item 4. Ownership. Reference is hereby made to Items 5-9 and 11 of each of the cover pages to this statement, which items are incorporated by reference herein. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. TIS is deemed to be the beneficial owner of 9,096,350 shares of Common Stock pursuant to separate arrangements whereby TIS acts as investment adviser to certain individuals and entities, including Transamerica Occidental Life Insurance Company ("Occidental") and Transamerica Life Insurance and Annuity Company ("TALIAC"), both of which are insurance companies as defined in Section 3(a)(19) of the Securities Exchange Act of 1934 and are subsidiaries of Transamerica. Occidental and TALIAC directly own 3,588,350 and 773,000 shares of Common Stock, respectively. Each of the individuals and entities for which TIS acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities purchased or held pursuant to such arrangements. Transamerica may be deemed to beneficially own 9,096,350 shares of Common Stock, of which 4,588,000 shares are directly owned by Transamerica. The remaining 4,508,350 shares, including 107,000 shares owned for the benefit of non-affiliate investment advisory clients of TIS, are beneficially owned by subsidiaries of Transamerica.* * See Note to Exhibit A. To the knowledge of the Companies, 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 Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Transamerica is filing this statement pursuant to Rule 13d-1(b)(1)(ii)(G) and not pursuant to Rule 13d-1(c). The identity and Item 3 classification of its relevant subsidiaries are set forth on Exhibit A attached hereto and incorporated herein by reference. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. TRANSAMERICA INVESTMENT SERVICES, INC. February 13, 1997 By /s/ Richard N. Latzer ______________________________________ Richard N. Latzer President and Chief Executive Officer TRANSAMERICA CORPORATION February 13, 1997 By /s/ Richard N. Latzer ______________________________________ Richard N. Latzer Senior Vice President and Chief Financial Officer Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, the undersigned, Transamerica Investment Services, Inc., a Delaware corporation; and Transamerica Corporation, a Delaware corporation; and each of them, hereby agree that the statement on Schedule 13G, dated February 13, 1997 and any amendments thereto, are filed on behalf of each of them. TRANSAMERICA INVESTMENT SERVICES, INC. February 13, 1997 By /s/ Richard N. Latzer ______________________________________ Richard N. Latzer President and Chief Executive Officer TRANSAMERICA CORPORATION February 13, 1997 By /s/ Richard N. Latzer ______________________________________ Richard N. Latzer Senior Vice President and Chief Investment Officer Each of Occidental and TALIAC is an insurance company as defined in Section 3(a)(19) of the Securities Exchange Act of 1934. TIS is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Each of the above entities is a direct or indirect wholly owned subsidiary of Transamerica. Note: Management of the affairs of subsidiaries of Transamerica, including decisions respecting dispositions and/or voting of the shares of the Common Stock beneficially owned by such subsidiaries, resides in respective officers and directors of the subsidiaries and is not directed by Transamerica or other subsidiaries. Accordingly, the filing of this Schedule 13G by Transamerica is not intended as, and should not be deemed, an acknowledgment of beneficial ownership or shared voting or dispositive power by it of the shares of the Common Stock beneficially owned by its subsidiaries, and such beneficial ownership or attribution or shared voting or dispositive power is expressly disclaimed. Exhibit A -----END PRIVACY-ENHANCED MESSAGE-----