-----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, ff6YpcZjPJt8GnCNMdhlZvMEIcV7a/PqzdwrXqb8dJSR+nkUyX2Ag/iYVuOGmXg4 cpVZUXqlDtu1RDV8gg0c/w== 0000906344-94-000006.txt : 19940526 0000906344-94-000006.hdr.sgml : 19940526 ACCESSION NUMBER: 0000906344-94-000006 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940525 SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38764 FILM NUMBER: 94530175 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 R CENTRAL INDEX KEY: 0000923738 STANDARD INDUSTRIAL CLASSIFICATION: 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 SC 13D/A 1 SCHEDULE 13D (AMENDMENT NO. 6) United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) The Charles Schwab Corporation (Name of Issuer) Common Stock ($.01 par value) (Title of Class of Securities) 808513-10-5 (CUSIP Number) Pamela E. Herlich, Assistant Secretary The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94104 415/627-7533 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 27, 1993 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. 808513-10-5 Schedule 13D Page 2 of 6 pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles R. Schwab ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ] b [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF SHARES 2,231,258 BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON WITH 11,940,371 9 SOLE DISPOSITIVE POWER 2,231,258 10 SHARED DISPOSITIVE POWER 11,940,371 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,171,629 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.5% 14 TYPE OF REPORTING PERSON IN 808513-10-5 Schedule 13D Page 3 of 6 pages All share figures in this Schedule 13D have been adjusted to reflect the three-for-two stock split effected in the form of a 50% stock dividend declared March 25, 1993 to stockholders of record on May 3, 1993 and distributed on June 1, 1993. Item 1. Security and Issuer Security: Common Stock ($.01 par value) Issuer: The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94104 Item 2. Identity and Background a) Charles R. Schwab b) The Charles Schwab Corporation 101 Montgomery Street San Francisco, CA 94104 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) 14,171,629 shares of Common Stock (including 84,375 shares which may be acquired upon exercise of options) representing 24.5% of the Common Stock outstanding. 808513-10-5 Schedule 13D Page 4 of 6 pages b) The 14,171,629 shares of Common Stock referred to in Item 5(a) above consist of (i) 2,231,258 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) 11,940,371 shares of Common Stock as to which Mr. Schwab has shared voting power and shared dispositive power (including 556,500 shares held by The Charles and Helen Schwab 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; 1,500,000 shares held by Mr. and Mrs. Schwab as trustees of The Charles and Helen Schwab Living Trust; 200,000 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; 8,943,605 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. 5 to his Schedule 13D dated May 6, 1993: Date of # of Shares Nature of Price Per Where and Transaction of Common Stock Transaction Per Share How Effected 8/10/93 100,000 Sale $30.5698 Open Market 8/11/93 150,000 Sale $30.654 Open Market 8/12/93 84,300 Sale $30.187 Open Market 8/13/93 22,000 Sale $30.068 Open Market 8/13/93 15,700 Sale $30.125 Open Market 8/16/93 78,000 Sale $30.129 Open Market 8/16/93 28,000 Sale $30.00 Open Market 8/17/93 22,000 Sale $29.676 Open Market 9/16/93 3,800 Disposition N/A Gift 9/16/93 4,000 Disposition N/A Gift 9/16/93 7,500 Disposition N/A Gift 10/21/93 14,500 Sale $34.375 Open Market 10/22/93 31,400 Sale $34.00 Open Market 10/27/93 200,000 Disposition N/A Gift 808513-10-5 Schedule 13D Page 5 of 6 pages d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale 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 and 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 principal amount of $650,000 secured by 90,000 (post-split) 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 Option and Award Plan. 4. Secured Demand Promissory Note, dated December 8, 1992, by Charles R. Schwab and Helen O. Schwab, in the principal amount of $4,000,000 secured by 750,000 (post-split) shares of Common Shares. 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 1,000,000 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. 808513-10-5 Schedule 13D Page 6 of 6 pages 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 for $650,000.** 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 for $4,000,000.*** 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 Exhibits 4, 5 and 7, respectively, to Amendment No. 5 to Mr. Schwab's Schedule 13D dated May 6, 1993. 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. May __, 1994 Date ___________________________ 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 for $650,000.** 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 for $4,000,000.*** 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 Exhibits 4, 5 and 7, respectively, to Amendment No. 5 to Mr. Schwab's Schedule 13D dated May 6, 1993. -----END PRIVACY-ENHANCED MESSAGE-----