-----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, No3EaEN0PQYcRHOLLbU+80pp+3T385zfGajB1hDj4MRvivWuNJ6bbW7qcc8uUwqL ZktUm1kMDgmwU4fijvzCjA== 0000316709-97-000045.txt : 19971106 0000316709-97-000045.hdr.sgml : 19971106 ACCESSION NUMBER: 0000316709-97-000045 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971105 SROS: NYSE FILER: 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: 424B5 SEC ACT: SEC FILE NUMBER: 333-12727 FILM NUMBER: 97707939 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 424B5 1 PRICING SUPPLEMENT DATED NOVEMBER 4, 1997 Pricing Supplement Dated November 4, 1997 (To Prospectus dated November 1, 1996, and Prospectus Supplement dated November 7, 1996) The Charles Schwab Corporation Medium-Term Notes, Series A (Fixed Rate) - -------------------------------------------------------------------------------- Trade Date: November 4, 1997 Original Issue Date: November 7, 1997 Principal Amount: $5,000,000 Net Proceeds to Issuer: $4,970,000 Issue Price: 100% Interest Payable: March 1, September 1, Agent's Discount or Commission: .600% and at maturity Interest Rate: 6.71% Agent's Capacity: X Principal --- Maturity Date: November 8, 2004 Agent --- - -------------------------------------------------------------------------------- Form: X Book-Entry --- Certificated --- Redemption: X The Notes cannot be redeemed prior to maturity --- The Notes may be redeemed prior to maturity --- Initial Redemption Date: Initial Redemption Price: Annual Redemption Price Reduction: Repayment: X The Notes cannot be repaid prior to maturity --- The Notes can be repaid prior to maturity at the option of the holder of the note --- Repayment Date: Repayment Price: Discount Note: Yes X No --- --- Total Amount of OID: Yield to Maturity: Initial Accrual Period: Ranking: X Senior Senior Subordinated --- --- The second paragraph under the caption "Certain United States Federal Income Tax Consequences" in the Company's Prospectus Supplement dated November 7, 1996 is hereby amended in its entirety to read as follows: As used herein, the term "Holder" means the beneficial holder of a Note (a) that is for United States federal income tax purposes (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source, or (iv) any trust if (A) a United States court is able to exercise primary supervision over the administration of the trust and (B) one or more United States fiduciaries have the authority to control all substantial decisions of the trust; or (b) whose income from such Note is treated as effectively connected with such owner's conduct of the United States trade or business. The term Holder also includes certain former citizens and certain former long-term residents of the United States whose interest and gain on the Notes will be subject to United States federal income taxation. The second paragraph under the caption "Sale, Exchange or Retirement of the Notes" in the Company's Prospectus Supplement dated November 7, 1996 is hereby amended in its entirety to read as follows: Subject to the discussion relating to Short-Term Notes above, gain or loss realized on the sale, exchange or retirement of a Note will be capital gain or loss. For this purpose, Holders of Amortizing Notes acquired at a cost less than par will recognize some amount of capital gain upon the receipt of each principal payment, the same as though they had sold a proportionate amount of the related Amortizing Note. As a general rule, gains realized by certain noncorporate Holders from the sale, exchange or redemption of a Note, or upon the receipt of a principal payment on an Amortizing Note acquired at a cost less than par, may be taxable at lower maximum rates than ordinary income if such Holder has held the Note for more than one year, and may be taxable at even lower maximum rates if such Holder has held the Note for more than 18 months. The distinction between capital gain or loss and ordinary income or loss is also relevant for purposes of, among other things, limitations on the deductibility of capital losses. Morgan Stanley & Co. -----END PRIVACY-ENHANCED MESSAGE-----