-----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, NXGOiUkjijuBER2csLCqlE4W5My985OtLAqdzA8FX3IEQz5xa9WFFRsjWllLdSwm fbBZHIrcG6sjpSdNr/fPcQ== 0000950149-99-000264.txt : 19990217 0000950149-99-000264.hdr.sgml : 19990217 ACCESSION NUMBER: 0000950149-99-000264 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990216 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/A SEC ACT: SEC FILE NUMBER: 005-38764 FILM NUMBER: 99541891 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 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/A 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 SC 13G/A 1 AMENDMENT NO. 9 TO SCHEDULE 13G 1 OMB APPROVAL UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994 WASHINGTON, D.C. 20549 Estimated average burden hours per response 14.90
SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9 )* THE CHARLES SCHWAB CORPORATION (Name of Issuer) COMMON STOCK ($0.01 par value) (Title of Class of Securities) 808513 10 5 (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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SEC 1745 (2/92) Page 1 of 5 2 CUSIP NO. 808513 10 5 13G PAGE 2 OF 5 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SchwabPlan Retirement Savings and Investment Plan, formerly the Charles Schwab Profit Sharing and Employee Stock Ownership Plan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION California, USA 5 SOLE VOTING POWER 0 NUMBER OF SHARES 6 SHARED VOTING POWER As of December 31, 1998, BENEFICIALLY 31,072,856 shares of the Common Stock, each OWNED BY of which carries one vote per share. Under EACH the terms of the Plan, the Plan participants REPORTING are entitled to instruct how to vote shares PERSON allocated to their accounts. In accordance WITH with the terms of the Plan, the Purchasing Agent votes the allocated shares attributable to the ESOP portion of the Plan for which no instructions are received in the same proportion as the participants' instructions with respect to the allocated shares, and the Purchasing Agent votes the unallocated shares in the same proportion as the participants' instructions with respect to the allocated shares, subject to the obligation to follow any specific instructions to the contrary from the Plan trustee or another Plan fiduciary with the power to direct the Purchasing Agent. 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER As of December 31, 1998, 31,072,856 shares of Common Stock, each of which carries one vote per share. Under the terms of the Plan, Plan participants are entitled to direct the disposition of shares allocated to their accounts. In accordance with the terms of the Plan, the Purchasing Agent directs the disposition of the unallocated shares in the same proportion as the participants' instructions with respect to the allocated shares, subject to the obligation to follow any specific instructions to the contrary from the Plan trustee or another Plan fiduciary with the power to direct the Purchasing Agent. 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 31,072,856 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* Not applicable 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.7% 12 TYPE OF REPORTING PERSON* EP *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 PAGE 3 OF 5 PAGES SCHEDULE 13G 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, CA 94104 Item 2(a) - Name of Person Filing: SchwabPlan Retirement Savings and Investment Plan, formerly the Charles Schwab Profit Sharing and Employee Stock Ownership Plan Item 2(b) - Address of Principal Business Office: 101 Montgomery Street, San Francisco, CA 94014 Item 2(c) - Citizenship: The Trust is organized under the laws of the United States; its offices are located in the State of California. Item 2(d) - Title of Class of Securities: The Charles Schwab Corporation Common Stock Item 2(e) - CUSIP Number: 808513 10 5 Item 3 - If this statement is filed pursuant to Rules 13d-1(b), of 13d-2(b), check whether the person filing is a: (f) x Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 Item 4 - Ownership: (a) Amount of Beneficially Owned: As of December 31, 1998, 31,072,856 shares of the Common Stock, which carries one vote per share (b) Percent of Class: 7.7% (Rounded to nearest tenth) (c) Number of shares as to which such person has: (i) Sole Power to Vote or to Direct the Vote: 0 4 PAGE 4 OF 5 PAGES (ii) Shared Voting Power: As of December 31, 1998, 31,072,856 shares of the Common Stock, each of which carries one vote per share. Under the terms of the Plan, the Plan participants are entitled to instruct how to vote shares allocated to their accounts. In accordance with the terms of the Plan, the Purchasing Agent votes the allocated shares attributable to the ESOP portion of the Plan for which no instructions are received in the same proportion as the participants' instructions with respect to the allocated shares, and the Purchasing Agent votes the unallocated shares in the same proportion as the participants' instructions with respect to the allocated shares, subject to the obligation to follow any specific instructions to the contrary from the Plan trustee or another Plan fiduciary with the power to direct the Purchasing Agent. (iii) Sole Power to Dispose or to Direct the Disposition: 0 (iv) Shared Dispositive Power: As of December 31, 1998, 31,072,856 shares of Common Stock, each of which carries one vote per share. Under the terms of the Plan, Plan participants are entitled to direct the disposition of shares allocated to their accounts. In accordance with the terms of the Plan, the Purchasing Agent directs the disposition of the unallocated shares in the same proportion as the participants' instructions with respect to the allocated shares, subject to the obligation to follow any specific instructions to the contrary from the Plan trustee or another Plan fiduciary with the power to direct the Purchasing Agent. 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: Not Applicable Item 7 - Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not Applicable 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 I certify that, to the best of my 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 5 PAGE 5 OF 5 PAGES 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. The filing of this statement shall not be construed as an admission that such person named in Item 2(a) is, for the purposes of Section 13(d), or 13(g) of the Securities Exchange Act or any other section of such Act, the beneficial owner of any securities covered by the statement. SCHWABPLAN RETIREMENT SAVINGS AND INVESTMENT PLAN - ------------------------------------ --------------------------------------- Date Luis E. Valencia, Chairman Administrative Committee - ------------------------------------ --------------------------------------- Date Evelyn S. Dilsaver Administrative Committee - ------------------------------------ --------------------------------------- Date Wayne W. Fieldsa Administrative Committee - ------------------------------------ --------------------------------------- Date Thomas N. Lawrie Administrative Committee - ------------------------------------ --------------------------------------- Date Susanne D. Lyons Administrative Committee - ------------------------------------ --------------------------------------- Date Thomas W. Matchett, Jr. Administrative Committee -----END PRIVACY-ENHANCED MESSAGE-----