-----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, qlfA8yUftHnqbr3p41k7FIkNtHSsokZALtNBs/Kq4Zto1TuKwto+dJAdb3xSD1KZ caB/HP7XGO18oi6REYP0ug== 0000906344-95-000020.txt : 19950724 0000906344-95-000020.hdr.sgml : 19950724 ACCESSION NUMBER: 0000906344-95-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950630 ITEM INFORMATION: Other events FILED AS OF DATE: 19950721 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09700 FILM NUMBER: 95555235 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 8-K 1 FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 Date of Report: June 30, 1995 THE CHARLES SCHWAB CORPORATION (Exact name of registrant as specified in its Charter) Delaware 1-9700 94-3025021 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 101 Montgomery Street San Francisco, Ca 94104 (Address of principal offices) (415) 627-7000 (Registrant's telephone number, including area code) Item 5. Other Events. Charles Schwab & Co., Inc., ("Schwab"), a subsidiary of the Registrant has been named as a defendant, and in one of the cases as a representative of an alleged defendant class, in seven order flow class action lawsuits filed in state courts in Minnesota, Illinois, New York and Louisiana between August 12, 1993 and February 9, 1995. Each class action purports to be brought on behalf of customers of Schwab who purchased or sold securities in the over-the-counter market for which Schwab received monetary payments from the market maker who executed the transaction. The complaints allege that Schwab failed to disclose such payments and wrongfully failed to remit such payments to members of the class. The complaints seek remedies including disgorgement by Schwab to its customers of all such payments. Gordon Dumont v. Charles Schwab & Co., Inc. was brought in Civil District Court for the Parish of Orleans in Louisiana on behalf of a purported class of Louisiana residents alleging violation of fiduciary and mandatory duties under provisions of Louisiana civil law. On June 30, 1995, the court entered an order certifying the class with respect to Louisiana residents who purchased or sold through Schwab between February 1, 1985 and February 1, 1995, and denying Schwab's motions to dismiss. Schwab is appealing this order. Robert Thomas and Robert Kahn v. Charles Schwab & Co., Inc. was brought in the 10th Judicial District Court for the Parish of Nathitoches in Louisiana on behalf of a -1- purported nationwide class alleging violation of California common law. Schwab has not yet been required to respond to this complaint. Charles Dahl v. Charles Schwab & Co., Inc., Kirk Dahl v. Charles Schwab & Co., Inc. and Robert Olsen v. Charles Schwab & Co., Inc., three separate but consolidated actions, were brought in Hennepin County District Court in Minnesota on behalf of a purported class of Minnesota residents alleging violations of Minnesota common law and consumer protection statutes. In April, 1994, the complaints were dismissed on grounds of federal preemption. The dismissal is currently on appeal before the Minnesota Supreme Court. Orman v. Charles Schwab & Co., Inc. was brought in Cook County Circuit Court in Illinois on behalf of a purported nationwide class alleging violations of Illinois common law and consumer protection law. The complaint was dismissed on grounds of federal preemption in June, 1994. The dismissal is currently on appeal before the Illinois court of appeal. Kenneth Guice v. Charles Schwab & Co., Inc. was brought in New York Supreme Court on behalf of a purported nationwide class alleging violations of New York common law and commercial bribery statute. The complaint was dismissed on grounds of federal preemption in October, 1994. The dismissal is currently on appeal before the Appellate Division of the New York Supreme Court. -2- Although the ultimate outcome of these actions cannot currently be determined, Schwab intends to vigorously dispute the class certification as well as the merits of these actions. -3- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE CHARLES SCHWAB CORPORATION (Registrant) By: /s/ A. John Gambs, III _________________________ Name: A. John Gambs, III Title: Executive Vice President & Chief Financial Officer Dated: July 21, 1995 -4- -----END PRIVACY-ENHANCED MESSAGE-----