-----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, JZODelOCbrPikAbwKUJF2Hj4hXo/NRmxjgtxmFho0hzgg4LculIWm3kwZhHNMvsZ PhEPlHW1ugtQKpW4KawpUw== 0000950131-94-000524.txt : 19940420 0000950131-94-000524.hdr.sgml : 19940420 ACCESSION NUMBER: 0000950131-94-000524 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940414 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB CHARLES CORP CENTRAL INDEX KEY: 0000316709 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94523171 BUSINESS ADDRESS: STREET 1: 101 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156277000 8-K 1 FORM 8-K FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: APRIL 14, 1994 THE CHARLES SCHWAB CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-9700 94-3025021 - ---------------------------- ------------ ---------------------- (STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER) 101 MONTGOMERY STREET SAN FRANCISCO, CALIFORNIA 94104 ------------------------------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (415) 627-7000 -------------- (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Item 5. Other Events. Attached hereto and incorporated herein by reference is Amendment No. 1 to Distribution Agreement, dated April 14, 1994, by and among The Charles Schwab Corporation (the "Company"), Morgan Stanley & Co. Incorporated, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Charles Schwab & Co., relating to the issuance and sale from time to time by the Company of up to $250,000,000 aggregate public offering price of its Medium-Term Notes, Series A. Item 7(c). Exhibits -------- 1.1 Amendment No. 1 to Distribution Agreement, dated April 14, 1994, by and among The Charles Schwab Corporation, Morgan Stanley & Co. Incorporated, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Charles Schwab & Co., Inc. SIGNATURES 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, thereunto duly authorized. Dated: April 14, 1994 THE CHARLES SCHWAB CORPORATION By: /s/ A. John Gambs --------------------------------- A. JOHN GAMBS Executive Vice President-Finance and Chief Financial Officer Exhibit Index Number Description - ------ ----------- 1.1 Amendment No. 1 to Distribution Agreement, dated April 14, 1994, by and among The Charles Schwab Corporation, Morgan Stanley & Co. Incorporated, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Charles Schwab & Co., Inc. EX-1.1 2 AMENDMENT T0 DISTRIBUTION AGREEMENT THE CHARLES SCHWAB CORPORATION Medium-Term Notes, Series A Due More than 9 Months from Date of Issue AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT DATED AUGUST 3, 1993 April 14, 1994 Morgan Stanley & Co. Incorporated 1251 Avenue of the Americas New York, New York 10020 Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial Center North Tower New York, New York 10281-1310 Charles Schwab & Co., Inc. 101 Montgomery Street San Francisco, California 94104 Dear Ladies/Gentlemen: Pursuant to Section 12 of the Distribution Agreement dated August 3, 1993 among The Charles Schwab Corporation (the "Company") and Morgan Stanley & Co. Incorporated, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Charles Schwab & Co., Inc. (collectively, the "Agents"), and notwithstanding anything in the Distribution Agreement to the contrary, the Company and the Agents agree as follows: 1. Aggregate Amount Issuable. As used in the Distribution Agreement, the term "Notes" shall mean, at any time, such aggregate initial public offering price of the Company's Medium-Term Notes, Series A, as at such time (a) has been duly authorized for issuance and sale by the Board of Directors of the Company and (b) is covered by one or more registration statements that have become effective under the Securities Act. Notwithstanding the first sentence of the Distribution Agreement, the agreement among the Company and the Agents with respect to the issue and sale from time to time by the Company of its Medium-Term Notes, Series A, pursuant to the Distribution Agreement shall relate to such aggregate initial public offering price of Notes referred to in the immediately preceding sentence. 2. Certain Terms Defined. The first and second sentences of the third paragraph of the Distribution Agreement shall be amended and restated in their entirety to read as follows: The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement, including a prospectus, and may in the future file one or more additional registration statements, in each case including a prospectus, relating to the Notes. The term "Registration Statement," as used herein, means, at any time, such of the foregoing registration statements, including the exhibits thereto, as are being used to offer Notes at such time. 3. Counsel for the Company. All references in the Distribution Agreement to the term "Howard, Rice, Nemerovski, Canady, Robertson & Falk" shall be changed to "Howard, Rice, Nemerovski, Canady, Robertson, Falk & Rabkin". 4. Conditions to the Obligations of the Agents. (a) Clause (3) of Section 4(b)(i)(E) of the Distribution Agreement shall be amended and restated in its entirety to read as follows: (3) any of the Revolving Subordinated Loan Agreement as of September 29, 1988, between the Company and Schwab; the Credit Agreement dated as of August 30, 1991, between the Company and the Banks listed therein; the Credit Agreement dated as of March 31, 1992, between the Company and Certain Commercial Lending Institutions, as Lenders, and Continental Bank, N.A., as Agent for the Lenders; the Credit Agreement dated as of August 28, 1992, between the Company and the banks listed therein; or to the best knowledge of such counsel, after 2 reasonable investigation, any other instrument or agreement binding upon the Company or any subsidiary evidencing or related to indebtedness for borrowed money, except such instruments and other agreements relating to capitalized lease obligations and installment purchase agreements for the acquisition of fixed assets, indebtedness pursuant to which does not in the aggregate exceed $5 million, or (b) Section 4(b)(i)(F) of the Distribution Agreement shall be amended and restated in its entirety to read as follows: (F) the statements (1) in the Prospectus, as then amended or supplemented, under the captions "Description of Notes" (in the Prospectus Supplement), "Description of Debt Securities" (in the Basic Prospectus), "Plan of Distribution" (in the Prospectus Supplement and in the Basic Prospectus) and (2) in the Registration Statement, as then amended or supplemented, under Item 15, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; (c) Section 4(b)(ii)(D) of the Distribution Agreement shall be amended and restated in its entirety to read as follows: (D) the statements (1) in "Item 3--Legal Proceedings" of the Company's most recent annual report on Form 10-K incorporated by reference in the Prospectus, as then amended or supplemented, (2) in "Item 1--Legal Proceedings" of Part II of the Company's quarterly reports on Form 10-Q, if any, filed since such annual report and (3) under the caption "Employment Agreement and Name Assignment" in the Company's Proxy Statement for its Annual Meeting of Stockholders immediately succeeding 3 the filing of the Company's most recent annual report on Form 10-K incorporated by reference in the Prospectus, in each case insofar as such statements constitute summaries of the legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein; 5. Additional Agreements of the Company. For purposes of Section 5 of the Distribution Agreement, the filing of a new registration statement relating to the Notes shall be treated as an amendment of or supplement to the prior Registration Statement. 6. Counterparts. This Amendment No. 1 to the Distribution Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 7. Governing Law. This Amendment No. 1 to the Distribution Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. Terms used herein but not otherwise defined are used herein as defined in the Distribution Agreement. 4 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and each of you. Very truly yours, THE CHARLES SCHWAB CORPORATION By /s/ Christopher V. Dodds ------------------------ Title: SVP - Treasurer The foregoing Amendment No. 1 to the Distribution Agreement is hereby confirmed and accepted as of the date first above written. MORGAN STANLEY & CO. INCORPORATED By /s/ Richard W. Swift ------------------------ Title: Managing Director MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated By /s/ Scott G. Primrose --------------------------- Title: Authorized Signatory CHARLES SCHWAB & CO., INC. By /s/ Evelyn Dilsaver --------------------------- Title: SVP - Controller -----END PRIVACY-ENHANCED MESSAGE-----