-----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, AYmS2OIyI56/DdM2cNXbZoN+emgHa7E1TU9K8wRevHuMi1FZ/PhA/XCa1hrF7REV FhQV4PgMeQUi/qWjZdpUIA== 0000929624-99-001257.txt : 20030213 0000929624-99-001257.hdr.sgml : 20030213 19990712145622 ACCESSION NUMBER: 0000929624-99-001257 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950104 DATE AS OF CHANGE: 19990720 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38764 FILM NUMBER: 99662664 BUSINESS ADDRESS: STREET 1: 120 KEARNEY STREET 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: UNKNOWN SIC - 0000 [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 MAIL ADDRESS: STREET 1: 101 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D/A 1 SCHEDULE 13D/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 7) 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) December 19, 1994 (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 [ ]. SCHEDULE 13D - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles R. Schwab - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,216,139 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 10,975,037 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,216,139 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 10,975,037 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 13,191,176 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 23.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. Security and Issuer Security: Common Stock ($.01 par value) Issuer: The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94109 Item 2. Identity and Background a) Charles R. Schwab b) The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94109 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) 13,191,176 shares of Common Stock (including 168,750 shares which may be acquired upon exercise of options) representing 23.0% of the Common Stock outstanding. b) The 13,191,176 shares of Common Stock referred to in Item 5(a) above consist of (i) 2,216,139 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 and allocated to Mr. Schwab's individual ESOP account; 224 shares held by Mr. Schwab as custodian for his children; and 1,350 shares held by Mr. Schwab as trustee of the Schwab Inter-Vivos Trust as to which he disclaims beneficial ownership); and (ii) 10,975,037 shares of Common Stock as to which Mr. Schwab has shared voting power and shared dispositive power (including 536,266 shares held by The Charles and Helen Schwab Foundation, a nonprofit public benefit corporation, as to which Mr. and Mrs. Schwab, as two of the three directors, have shared voting and dispositive power but disclaim beneficial ownership; 1,500,000 shares held by Mr. and Mrs. Schwab as trustees of The Charles and Helen Schwab Living Trust; 240,000 shares held by The Charles and Helen Schwab Family 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; 7,968,505 shares held by Mr. and Mrs. Schwab as community property; 318,345 shares held by Mr. and Mrs. Schwab as joint tenants; and 406,921 shares held by Mrs. Schwab. c) The following transactions in Common Stock were effected by Mr. Schwab since the filing of Amendment No. 6 to his Schedule 13D dated October 27, 1993:
Date of # of Shares of Nature of Price Per Share Where and How Transaction Common Stock Transaction Effected 11/1/93 39,500 Sale $34.70 Open Market 12/20/93 50,000 Disposition N/A Gift 2/17/94 100,000 Sale $27.05 Open Market 2/17/94 200,000 Sale $27.05 Open Market 5/2/94 20,000 Disposition N/A Gift 5/2/94 10,000 Disposition N/A Gift 5/18/94 120,000 Sale $30.86 Open Market 5/19/94 80,000 Sale $31.27 Open Market 10/11/94 323 Disposition N/A Gift 10/11/94 323 Disposition N/A Gift 11/15/94 79,400 Sale $34.00 Open Market 11/16/94 6,200 Sale $34.00 Open Market 12/19/94 350,000 Disposition N/A Gift 12/19/94 20,000 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 sales of, the shares of Common Stock beneficially owned by Mr. Schwab, except for The Charles and Helen Schwab Foundation and The Charles and Helen Schwab Family Foundation, as noted in Item 5 (b) above. e) Inapplicable. 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 subject to protection of the issuer's rights and further provides for registration rights in certain circumstances. 2. Secured Demand Promissory Note, dated January 10, 1992, by Charles R, Schwab and Helen O. Schwab in the currently outstanding principle amount of $500,000 secured by 45,568 shares of Common Stock. 3. Non-Qualified Stock Option Agreement, dated as of September 16, 1992 between The Charles Schwab Corporation and Charles R. Schwab pursuant to the 1992 Stock Incentive Plan. 4. Secured Demand Promissory Note, dated December 8, 1992, by Charles R. Schwab and Helen O. Schwab in the currently outstanding amount of $2,000,000 secured by 182,274 shares of Common Stock. 5. On February 25, 1993, Charles R. Schwab and Helen O. Schwab, grantors of The Charles and Helen Schwab Living Trust (the "Living Trust"), transferred 1,500,000 (post-split) shares of Common Stock into the Living Trust. Section 8.2.1 of the Living Trust provides that if neither Mr. nor Mrs. Schwab is serving as trustee, three designated individuals will receive a general proxy to vote all shares of Common Stock held pursuant to the Living Trust. 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 January 10, 1992, by Charles R. Schwab and Helen O. Schwab.* 3. Form of Non-Qualified Stock Option Agreement, dated as of September 16, 1992, between The Charles Schwab Corporation and Charles R. Schwab.** 4. Secured Demand Promissory Note, dated December 8, 1992, by Charles Schwab and Helen O. Schwab.*** 5. Section 8.2.1 of the Charles and Helen Schwab Living Trust.*** * Incorporated by reference to Exhibit 1to Mr. Schwab's Schedule 13D dated September 22, 1987. ** Incorporated by reference to Exhibit 1 to Mr. Schwab's Schedule 13D dated February 18, 1992. *** Incorporated by reference to Exhibits 4, 5,and 7, respectively, to Amendment No. 5 to Mr. Schwab's Schedule 13D dated May 6, 1993. After reasonable inquiry and the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: January 4 ,1995 /s/ Charles R. Schwab _____________________________ 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 January 10, 1992, by Charles R. Schwab and Helen O. Schwab.** 3. Form of Non-Qualified Stock Option Agreement, dated as of September 16, 1992, between The Charles Schwab Corporation and Charles R. Schwab.*** 4. Secured Demand Promissory Note, dated December 8, 1992, by Charles R. Schwab and Helen O. Schwab.*** 5. Section 8.2.1 of The Charles and Helen Schwab Living Trust.*** * Incorporated by reference to Exhibit 1 to Mr. Schwab's Schedule 13D dated September 22, 1987. ** Incorporated by reference to Exhibit 5 to Amendment No. 4 to Mr. Schwab's Schedule 13D dated February 18, 1992. *** Incorporated by reference to Exhibit 4, 5 and 7, respectively, to Amendment No. 5 to Mr. Schwab's Schedule 13D dated May 6, 1993. -----END PRIVACY-ENHANCED MESSAGE-----