<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1994
REGISTRATION NO. 33-50923
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
THE CHARLES SCHWAB CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3025021
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
101 MONTGOMERY STREET
SAN FRANCISCO, CA 94104
(415) 627-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
CHRISTOPHER V. DODDS
SENIOR VICE PRESIDENT
AND TREASURER
THE CHARLES SCHWAB CORPORATION
101 MONTGOMERY STREET
SAN FRANCISCO, CA 94104
(415) 627-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE
OF AGENT FOR SERVICE)
----------------
LAWRENCE B. RABKIN, ESQ.
KAREN STEVENSON, ESQ. JOHN M. BRANDOW, ESQ.
HOWARD, RICE, NEMEROVSKI, DAVIS POLK & WARDWELL
CANADY, ROBERTSON, FALK & RABKIN 450 LEXINGTON AVENUE
A PROFESSIONAL CORPORATION NEW YORK, NEW YORK 10017
THREE EMBARCADERO CENTER, 7TH FLOOR
SAN FRANCISCO, CA 94111
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective as determined by
market conditions.
If the securities being registered on the form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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- --------------------------------------------------------------------------------
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (SUBJECT TO COMPLETION)
ISSUED APRIL 11, 1994
$100,000,000
THE CHARLES SCHWAB CORPORATION
DEBT SECURITIES
-----------
The Company may offer and issue from time to time in one or more series debt
securities (the "Debt Securities") with an initial aggregate offering price not
to exceed U.S. $100,000,000. The Company will offer Debt Securities to the
public on terms determined by market conditions. Debt Securities will be
issuable in registered form without coupons. Debt Securities will be sold for
U.S. dollars; principal of, premium, if any, and any interest on Debt
Securities will likewise be payable in U.S. dollars.
The accompanying Prospectus Supplement sets forth the ranking as senior or
senior subordinated Debt Securities, the specific designation, aggregate
principal amount, purchase price, maturity, interest rate (or manner of
calculation thereof), time of payment of interest, listing (if any) on a
securities exchange and any other specific terms of the Debt Securities and the
name of and compensation to each dealer, underwriter or agent (if any) involved
in the sale of such Debt Securities. The managing underwriters with respect to
each series sold to or through underwriters will be named in the accompanying
Prospectus Supplement. Any such underwriters (and any representative thereof),
dealers or agents may include Morgan Stanley & Co. Incorporated, Merrill Lynch
& Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Charles Schwab &
Co., Inc.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------
Debt Securities may be offered through dealers, underwriters or agents
designated from time to time, as set forth in the accompanying Prospectus
Supplement. Net proceeds to the Company will be the purchase price in the case
of a dealer, the public offering price less discount in the case of an
underwriter or the purchase price less commission in the case of an agent--in
each case, less other expenses attributable to issuance and distribution. The
Company may also sell Debt Securities directly to investors on its own behalf.
In the case of sales made directly by the Company, no commission will be
payable. See "Plan of Distribution" for possible indemnification arrangements
for dealers, underwriters and agents.
This Prospectus and the accompanying Prospectus Supplement may be used by
Charles Schwab & Co., Inc., which is a wholly owned subsidiary of the Company,
in connection with offers and sales of Debt Securities in market-making
transactions at negotiated prices related to prevailing market prices at the
time of sale or otherwise. Charles Schwab & Co., Inc. may act as principal or
agent in such transactions.
, 1994
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SECURITIES BY
ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION.
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549 or at its Regional Offices located
at 500 West Madison, Suite 1400, Chicago, Illinois 60601 and Seven World Trade
Center, 13th Floor, New York, New York 10048, and copies of such material can
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company's Common
Stock, par value $.01 per share (the "Common Stock"), is listed on the New York
Stock Exchange ("NYSE") and the Pacific Stock Exchange. Reports, proxy
statements and other information concerning the Company can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005 and the Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104 or 618 South
Spring Street, Los Angeles, California 90014.
The Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus omits certain of the information contained
in the Registration Statement in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company and the
Debt Securities. Statements contained herein concerning the provisions of any
document are not necessarily complete and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company has filed with the Commission (File No. 1-9700) its Annual Report
on Form 10-K for the year ended December 31, 1993, which is incorporated herein
by reference.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the later of (i) the termination of the offering of the Debt Securities and
(ii) the date on which Charles Schwab & Co., Inc. ("Schwab") ceases offering
and selling previously issued Debt Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
2
<PAGE>
Copies of the above documents (excluding exhibits) may be obtained upon
request by persons to whom this Prospectus is delivered without charge from the
Corporate Communications Department, 101 Montgomery Street, San Francisco,
California 94104 (telephone number 415/627-7810).
IN CONNECTION WITH THE OFFERING OF CERTAIN DEBT SECURITIES, THE UNDERWRITERS
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICES OF SUCH OFFERED SECURITIES OR OTHER SECURITIES OF THE COMPANY AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING,
IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
3
<PAGE>
THE CHARLES SCHWAB CORPORATION
The Charles Schwab Corporation (the "Company"), through its principal
operating subsidiary, Schwab, provides brokerage and related investment
services to approximately 2,600,000 active investor accounts through 200
offices nationwide. Mayer & Schweitzer, Inc. ("M&S"), a market maker in NASDAQ
securities that was purchased by the Company in July 1991, provides trade
execution services to institutions and broker-dealer clients.
The Company was incorporated in Delaware in November 1986. Schwab was
incorporated in California in 1971 and merged in 1983 with a subsidiary of
BankAmerica Corporation. The Company acquired Schwab in a management-led
leveraged buyout in March 1987 and became a publicly held company in September
1987. Its principal executive offices are located at 101 Montgomery Street, San
Francisco, CA 94104 (telephone number 415/627-7000).
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the consolidated ratio of earnings to fixed
charges for the Company for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------
1993 1992 1991 1990 1989
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges (unaudited)......... 2.4 1.8 1.4 1.1 1.2
</TABLE>
For the purpose of calculating the ratio of earnings to fixed charges,
earnings consist of income before extraordinary charge, income taxes and fixed
charges. Fixed charges for the purpose of calculating the ratio of earnings to
fixed charges consist of interest expense incurred on payables to customers,
subordinated borrowings, term debt, capitalized interest and one-third of
rental expense, which is estimated to be representative of the interest factor.
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities will be used for
general corporate purposes, which may include additions to working capital,
investing in or extending credit to subsidiaries, capital expenditures, stock
repurchases, repayment of indebtedness and acquisitions. Further details
relating to the use of the net proceeds may be set forth in the applicable
Prospectus Supplement.
4
<PAGE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities will constitute either senior or senior subordinated debt
of the Company and will be issued, in the case of Debt Securities that will be
senior debt, under a Senior Indenture dated as of July 15, 1993 (the "Senior
Debt Indenture") between the Company and Chemical Bank, as trustee (the
"Trustee"), and, in the case of Debt Securities that will be senior
subordinated debt, under a Subordinated Indenture dated as of July 15, 1993
(the "Senior Subordinated Debt Indenture") between the Company and the Trustee.
The Senior Debt Indenture and the Senior Subordinated Debt Indenture are
sometimes hereinafter referred to individually as an "Indenture" and
collectively as the "Indentures." The Indentures are included as exhibits to
the Registration Statement of which this Prospectus is a part. The following
summaries of certain provisions of the Indentures and the Debt Securities do
not purport to be complete and such summaries are subject to the detailed
provisions of the applicable Indenture to which reference is hereby made for a
full description of such provisions, including the definition of certain terms
used herein, and for other information regarding the Debt Securities. Numerical
references in parentheses below are to sections in the applicable Indenture.
Wherever particular sections or defined terms of the applicable Indenture are
referred to, such sections or defined terms are incorporated herein by
reference as part of the statement made, and the statement is qualified in its
entirety by such reference. The Indentures are substantially identical, except
for the provisions relating to subordination and the Company's negative pledge.
See "Senior Subordinated Debt" and "Certain Covenants of the Company." The Debt
Securities offered by this Prospectus and the accompanying Prospectus
Supplement are referred to herein as the "Offered Debt Securities."
GENERAL
Neither of the Indentures limits the amount of additional indebtedness that
the Company may incur. The Debt Securities will be unsecured senior or senior
subordinated obligations of the Company. The Company is a holding company, the
consolidated operations of which are carried out through wholly owned
subsidiaries. Therefore, the Company's rights and the rights of its creditors,
including holders of Debt Securities, to participate in the assets of any
subsidiary upon the latter's liquidation or recapitalization will be subject to
the prior claims of the subsidiary's creditors, except to the extent that the
Company may itself be a creditor with recognized claims against the subsidiary.
In addition, dividends, loans and advances from certain subsidiaries, including
Schwab, to the Company are restricted by net capital requirements under the
Exchange Act and under rules of certain exchanges and various regulatory
bodies.
The Indentures provide that Debt Securities may be issued from time to time
in one or more series.
Reference is made to the Prospectus Supplement for the following terms of and
information relating to the Offered Debt Securities (to the extent such terms
are applicable to such Offered Debt Securities): (i) classification as senior
or senior subordinated Debt Securities, the specific designation, aggregate
principal amount, purchase price and denomination; (ii) any date of maturity;
(iii) interest rate or rates (or the method by which such rate will be
determined); (iv) the dates on which any such interest will be payable; (v) the
place or places where the principal of, premium, if any, and interest on the
Offered Debt Securities will be payable; (vi) any redemption, repayment or
sinking fund provisions; (vii) any applicable United States federal income tax
consequences; and (viii) any other specific terms of the Offered Debt
Securities, including any additional events of default or covenants provided
for with respect to such Offered Debt Securities, and any terms which may be
required by or be advisable under applicable laws or regulations.
Debt Securities may be presented for exchange and registration of transfer in
the manner, at the places and subject to the restrictions set forth in the Debt
Securities and the Prospectus Supplement. Subject to the limitations provided
in the applicable Indenture, such services will be provided without charge,
other than any tax or other governmental charge payable in connection
therewith.
Debt Securities will bear interest at a fixed rate (a "Fixed Rate Security")
or a floating rate (a "Floating Rate Security"). Certain Debt Securities may be
treated as having been issued at a discount for United States federal income
tax purposes, as described in the relevant Prospectus Supplement.
5
<PAGE>
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered global securities (a "Registered Global Security") that will
be deposited with a depositary (a "Depositary") or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series and
registered in the name of the Depositary or a nominee thereof. In such case,
one or more Registered Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding Debt Securities of the series to be represented by such
Registered Global Security or Registered Global Securities. Unless and until it
is exchanged in whole for Debt Securities in definitive registered form, a
Registered Global Security may not be transferred except as a whole by the
Depositary for such Registered Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of
such Depositary or by such Depositary or any such nominee to a successor of
such Depositary or a nominee of such successor. The Depositary currently
accepts only securities that are payable in U.S. dollars.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such
series. The Company anticipates that the following provisions will apply to all
depositary arrangements.
Ownership of beneficial interests in a Registered Global Security will be
limited to persons that have accounts with the Depositary for such Registered
Global Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security, the Depositary
for such Registered Global Security will credit, on its book-entry registration
and transfer system, the participants' accounts with the respective principal
amounts of the Debt Securities represented by such Registered Global Security
beneficially owned by such participants. The accounts to be credited shall be
designated by any dealers, underwriters or agents participating in the
distribution of such Debt Securities. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of such ownership
interests will be effected only through, records maintained by the Depositary
for such Registered Global Security (with respect to interests of participants)
and on the records of participants (with respect to interests of persons
holding through participants). The laws of some states may require that certain
purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in Registered Global Securities.
So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder
of the Debt Securities represented by such Registered Global Security for all
purposes under the applicable Indenture. Except as set forth below, owners of
beneficial interests in a Registered Global Security will not be entitled to
have the Debt Securities represented by such Registered Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of such Debt Securities in definitive form and will not be considered
the owners or holders thereof under the applicable Indenture. Accordingly, each
person owning a beneficial interest in a Registered Global Security must rely
on the procedures of the Depositary for such Registered Global Security and, if
such person is not a participant, on the procedures of the participant through
which such person owns its interest, to exercise any rights of a holder under
the applicable Indenture. The Company understands that under existing industry
practices, if the Company requests any action of holders or if an owner of a
beneficial interest in a Registered Global Security desires to give or take any
action which a holder is entitled to give or take under the applicable
Indenture, the Depositary for such Registered Global Security would authorize
the participants holding the relevant beneficial interests to give or take such
action, and such participants would authorize beneficial owners owning through
such participants to give or take such action or would otherwise act upon the
instructions of beneficial owners holding through them.
Payments of principal, premium, if any, and interest on Debt Securities
represented by a Registered Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its
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nominee, as the case may be, as the registered owner of such Registered Global
Security. None of the Company, the Trustee or any other agent of the Company or
agent of the Trustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership
interests in such Registered Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Registered Global Security, upon receipt of any payment of principal,
premium, if any, or interest in respect of such Registered Global Security,
will immediately credit participants' accounts with payments in amounts
proportionate to their respective beneficial interests in such Registered
Global Security as shown on the records of such Depositary. The Company also
expects that payments by participants to owners of beneficial interests in such
Registered Global Security held through such participants will be governed by
standing customer instructions and customary practices, as is now the case with
securities held for the accounts of customers registered in "street name," and
will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a Registered Global
Security is at any time unwilling or unable to continue as Depositary or ceases
to be a clearing agency registered under the Exchange Act, and a successor
Depositary registered as a clearing agency under the Exchange Act is not
appointed by the Company within 90 days, the Company will issue such Debt
Securities in definitive form in exchange for such Registered Global Security.
In addition, the Company may at any time and in its sole discretion determine
not to have any of the Debt Securities of a series represented by one or more
Registered Global Securities and, in such event, will issue Debt Securities of
such series in definitive form in exchange for all of the Registered Global
Security or Registered Global Securities representing such Debt Securities. Any
Debt Securities issued in definitive form in exchange for a Registered Global
Security will be registered in such name or names as the Depositary shall
instruct the Trustee. It is expected that such instructions will be based upon
directions received by the Depositary from participants with respect to
ownership of beneficial interests in such Registered Global Security.
SENIOR DEBT
The Debt Securities that will constitute part of the senior debt of the
Company ("Senior Debt Securities") will be issued under the Senior Debt
Indenture and will rank pari passu with all other unsecured and unsubordinated
debt of the Company.
SENIOR SUBORDINATED DEBT
The Debt Securities that will constitute part of the senior subordinated debt
of the Company ("Senior Subordinated Debt Securities") will be issued under the
Senior Subordinated Debt Indenture and will be subordinate and junior in right
of payment, to the extent and in the manner set forth in the Senior
Subordinated Debt Indenture, to all "Senior Indebtedness" of the Company. The
Senior Subordinated Debt Indenture defines "Senior Indebtedness" as the
principal of and premium, if any, and interest on (a) indebtedness of the
Company, whether outstanding on the date of the Senior Subordinated Debt
Indenture or thereafter created, that is (i) for money borrowed by the Company
(including, without limitation, capitalized lease obligations), (ii) for money
borrowed by others and guaranteed, directly or indirectly, by the Company or
(iii) constituting purchase money indebtedness, or indebtedness secured by
property at the time of the acquisition of such property by the Company, for
the payment of which the Company is directly or contingently liable, and (b)
all deferrals, renewals, extensions and refundings of, and amendments,
modifications and supplements to (whether outstanding on the date of the Senior
Subordinated Debt Indenture or thereafter created), any such indebtedness,
unless by the terms of the instrument creating or evidencing any such
indebtedness referred to in clause (a) or clause (b) above it is expressly
provided that such indebtedness is not superior in right of payment to the
Senior Subordinated Debt Securities and/or it is expressly provided that such
indebtedness is itself subordinated to any other indebtedness of the Company.
As used in the preceding sentence, the term "purchase money indebtedness" means
indebtedness evidenced
7
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by a note, debenture, bond or other instrument (whether or not secured by any
lien or other security interest) issued or assumed as all or a part of the
consideration for the acquisition of property, whether by purchase, merger,
consolidation or otherwise. The term Senior Indebtedness shall not include (i)
indebtedness of the Company to a subsidiary of the Company for money borrowed
or advances from a subsidiary of the Company or (ii) the Senior Subordinated
Debt Securities. (Senior Subordinated Debt Indenture, Section 1.1)
In the event (a) of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization or other similar proceedings in
respect of the Company or a substantial part of its property, or (b) that (i) a
default shall have occurred with respect to the payment of principal of (and
premium, if any) or any interest on or other monetary amounts due and payable
on any Senior Indebtedness or (ii) there shall have occurred an event of
default (other than a default in the payment of principal, premium, if any, or
interest, or other monetary amount due and payable) with respect to any Senior
Indebtedness, as defined therein or in the instrument under which the same is
outstanding, permitting the holder or holders thereof to accelerate the
maturity thereof (with notice or lapse of time, or both), and such event of
default shall have continued beyond the period of grace, if any, in respect
thereof, and such default or event of default shall not have been cured or
waived or shall not have ceased to exist, or (c) that the principal of and
accrued interest on the Senior Subordinated Debt Securities shall have been
declared due and payable upon an Event of Default pursuant of Section 5.1 of
the Senior Subordinated Debt Indenture and such declaration shall not have been
rescinded and annulled as provided therein, then the holders of all Senior
Indebtedness shall first be entitled to receive payment of the full amount
unpaid thereon, or provision shall be made for such payment in money or money's
worth, before the holders of any of the Senior Subordinated Debt Securities are
entitled to receive a payment on account of the principal of (and premium, if
any) or any interest on the indebtedness evidenced by such Senior Subordinated
Debt Securities, other than a payment constituting shares of stock of the
Company, as reorganized or readjusted, or securities of the corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated to the payment of the Senior Indebtedness which may at the time
be outstanding. (Senior Subordinated Debt Indenture, Section 13.1) If this
Prospectus is being delivered in connection with a series of Senior
Subordinated Debt Securities, the accompanying Prospectus Supplement or the
information incorporated herein by reference will set forth the approximate
amount of Senior Indebtedness outstanding as of the end of the most recent
fiscal quarter.
CERTAIN COVENANTS OF THE COMPANY
The following restrictions apply to each series of Debt Securities unless the
terms of such series of Debt Securities provide otherwise.
NEGATIVE PLEDGE. The Senior Debt Indenture provides that the Company and any
successor corporation will not, and will not permit any Subsidiary (as defined
in such Indenture) to, create, assume, incur or guarantee any indebtedness for
borrowed money secured by a pledge, lien or other encumbrance (except for
certain liens specifically permitted by such Indenture) on the Voting
Securities (as defined in such Indenture) of Schwab, M&S or Schwab Holdings,
Inc. (a wholly owned subsidiary of the Company that owns all of the common
stock of Schwab) without making effective provision whereby the Debt Securities
issued under such Indenture will be secured equally and ratably with such
secured indebtedness. (Senior Debt Indenture, Section 3.6)
MERGER, CONSOLIDATION, SALE, LEASE, OR CONVEYANCE. Each Indenture provides
that the Company will not merge or consolidate with any other corporation and
will not sell, lease or convey all or substantially all its assets to any
person, unless the Company shall be the continuing corporation, or the
successor corporation in any merger or consolidation (if other than the
Company) or the person that acquires or leases all or substantially all the
assets of the Company shall be a corporation organized under the laws of the
United States or a State thereof or the District of Columbia and shall
expressly assume all obligations of the Company under such Indenture and the
Debt Securities issued thereunder, and immediately after such merger,
8
<PAGE>
consolidation, sale, lease or conveyance, the Company, such person or such
successor corporation shall not be in default in the performance of the
covenants and conditions of such Indenture to be performed or observed by the
Company. (Senior and Senior Subordinated Debt Indentures, Section 9.1)
This covenant would not apply to a recapitalization transaction, a change of
control of the Company or a highly leveraged transaction unless such
transactions or change of control were structured to include a merger or
consolidation or sale, lease or conveyance of all or substantially all of the
assets of the Company. Except as may be described in a Prospectus Supplement
applicable to a particular series of Debt Securities, there are no covenants or
other provisions in the Indentures providing for a put or increased interest or
otherwise that would afford holders of Debt Securities additional protection in
the event of a recapitalization transaction, a change of control of the Company
or a highly leveraged transaction.
EVENTS OF DEFAULT
An Event of Default is defined under each Indenture with respect to Debt
Securities of any series issued under such Indenture as being: (a) default in
payment of any principal of the Debt Securities of such series, either at
maturity (or upon any redemption), by declaration or otherwise; (b) default for
30 days in payment of any interest on any Debt Securities of such series; (c)
default for 60 days after written notice in the observance or performance of
any other covenant or agreement in the Debt Securities of such series or such
Indenture other than a covenant included in such Indenture solely for the
benefit of a series of Debt Securities other than such series; (d) certain
events of bankruptcy, insolvency or reorganization; (e) failure by the Company
to make any payment at maturity, including any applicable grace period, in
respect of indebtedness, which term as used in each Indenture means obligations
(other than non-recourse obligations or the Debt Securities of such series
issued under such Indenture) of, or guaranteed or assumed by, the Company for
borrowed money (including, without limitation, capitalized lease obligations)
or evidenced by bonds, debentures, notes or other similar instruments
("Indebtedness") in an amount due and payable at maturity in excess of
$10,000,000 and continuance of such failure for a period of 30 days after
written notice thereof to the Company by the Trustee, or to the Company and the
Trustee by the holders of not less than 25% in principal amount of the
outstanding Debt Securities (treated as one class) issued under such Indenture;
or (f) a default with respect to any Indebtedness, which default results in the
acceleration of Indebtedness in an amount in excess of $10,000,000 without such
Indebtedness having been discharged or such acceleration having been cured,
waived, rescinded, or annulled for a period of 30 days after written notice
thereof to the Company by the Trustee, or to the Company and the Trustee by the
holders of not less than 25% in principal amount of the outstanding Debt
Securities (treated as one class) issued under such Indenture; provided,
however, that if any such failure, default or acceleration referred to in
clause (e) or (f) above shall cease or be cured, waived, rescinded or annulled,
then the Event of Default by reason thereof shall be deemed likewise to have
been thereupon cured. (Senior and Senior Subordinated Debt Indentures, Section
5.1)
Each Indenture provides that (a) if an Event of Default due to the default in
payment of principal of, premium, if any, or any interest on, any series of
Debt Securities issued under such Indenture or due to the default in the
performance or breach of any other covenant or warranty of the Company
applicable to the Debt Securities of such series but not applicable to all
outstanding Debt Securities issued under such Indenture shall have occurred and
be continuing, either the Trustee or the holders of not less than 25% in
principal amount of the Debt Securities of each affected series (treated as one
class) issued under such Indenture and then outstanding may then declare the
principal of all Debt Securities of each such affected series and interest
accrued thereon to be due and payable immediately; and (b) if an Event of
Default due to a default in the performance of any other of the covenants or
agreements in such Indenture applicable to all outstanding Debt Securities
issued thereunder and then outstanding or due to certain events of bankruptcy,
insolvency and reorganization of the Company shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in principal
amount of all Debt Securities issued under such Indenture and then outstanding
(treated as one class) may declare the principal of all such Debt Securities
and interest
9
<PAGE>
accrued thereon to be due and payable immediately, but upon certain conditions
such declarations may be annulled and past defaults may be waived (except a
continuing default in payment of principal of (or premium, if any) or any
interest on such Debt Securities) by the holders of a majority in principal
amount of the Debt Securities of all such affected series then outstanding.
(Senior and Senior Subordinated Debt Indentures, Section 5.1 and Section 5.10)
Each Indenture contains a provision entitling the Trustee, subject to the
duty of the Trustee during a default to act with the required standard of care,
to be indemnified by the holders of Debt Securities (treated as one class)
issued under such Indenture before proceeding to exercise any right or power
under such Indenture at the request of such holders. (Senior and Senior
Subordinated Debt Indentures, Section 6.2) Subject to such provisions in each
Indenture for the indemnification of the Trustee and certain other limitations,
the holders of a majority in principal amount of the outstanding Debt
Securities (treated as one class) issued under such Indenture may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee. (Senior
and Senior Subordinated Debt Indentures, Section 5.9)
Each Indenture provides that no holder of Debt Securities issued under such
Indenture may institute any action against the Company under such Indenture
(except actions for payment of overdue principal or interest) unless such
holder previously shall have given to the Trustee written notice of default and
continuance thereof and unless the holders of not less than 25% in principal
amount of the Debt Securities of each affected series (treated as one class)
issued under such Indenture and then outstanding shall have requested the
Trustee to institute such action and shall have offered the Trustee reasonable
indemnity, the Trustee shall not have instituted such action within 60 days of
such request and the Trustee shall not have received direction inconsistent
with such written request by the holders of a majority in principal amount of
the Debt Securities of each affected series (treated as one class) issued under
such Indenture. (Senior and Senior Subordinated Debt Indentures, Section 5.6
and Section 5.9)
Each Indenture contains a covenant that the Company will file annually with
the Trustee a certificate of no default or a certificate specifying any default
that exists. (Senior and Senior Subordinated Debt Indentures, Section 3.5) See
"Concerning the Trustee," below.
DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE
The Company can discharge or defease its obligation under each Indenture as
set forth below. (Senior and Senior Subordinated Debt Indentures, Section 10.1)
Under terms satisfactory to the Trustee, the Company may discharge certain
obligations to holders of any series of Debt Securities issued under such
Indenture which have not already been delivered to the Trustee for cancellation
and which have either become due and payable or are by their terms due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the Trustee cash or U.S. Government Obligations (as
defined in such Indenture) as trust funds in an amount certified to be
sufficient to pay at maturity (or upon redemption) the principal of and
interest on such Debt Securities.
The Company may also discharge any and all of its obligations to holders of
any series of Debt Securities issued under an Indenture at any time
("defeasance"), but may not thereby avoid its duty to register the transfer or
exchange of such series of Debt Securities, to replace any temporary,
mutilated, destroyed, lost, or stolen series of Debt Securities or to maintain
an office or agency in respect of such series of Debt Securities. Under terms
satisfactory to the Trustee, the Company may instead be released with respect
to any outstanding series of Debt Securities issued under the relevant
Indenture from the obligations imposed by Sections 3.6 and 9.1, in the case of
the Senior Debt Indenture, and Section 9.1, in the case of the Senior
Subordinated Debt Indenture (which contain the covenants described above
limiting liens and consolidations, mergers, asset sales and leases), and omit
to comply with such Sections without creating an Event of Default ("covenant
10
<PAGE>
defeasance"). Defeasance or covenant defeasance may be effected only if, among
other things: (i) the Company irrevocably deposits with the Trustee cash or
U.S. Government Obligations, as trust funds in an amount certified to be
sufficient to pay at maturity (or upon redemption) the principal of and
interest on all outstanding Debt Securities of such series issued under such
Indenture; (ii) the Company delivers to the Trustee an opinion of counsel to
the effect that the holders of such series of Debt Securities will not
recognize income, gain or loss for United States federal income tax purposes as
a result of such defeasance or covenant defeasance and that defeasance or
covenant defeasance will not otherwise alter such holders' United States
federal income tax treatment of principal and interest payments on such series
of Debt Securities (in the case of a defeasance, such opinion must be based on
a ruling of the Internal Revenue Service or a change in United States federal
income tax law occurring after the date of such Indenture, since such a result
would not occur under current tax law); and (iii) in the case of the Senior
Subordinated Debt Indenture (a) no event or condition shall exist that,
pursuant to certain provisions described under "Senior Subordinated Debt"
above, would prevent the Company from making payments of principal of (and
premium, if any) and interest on the Senior Subordinated Debt Securities at the
date of the irrevocable deposit referred to above or at any time during the
period ending on the 91st day after such deposit date and (b) the Company
delivers to the Trustee an opinion of counsel to the effect that (1) the trust
funds will not be subject to any rights of holders of Senior Indebtedness and
(2) after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors' rights generally, except that if a court
were to rule under any such law in any case or proceeding that the trust funds
remained property of the Company, then the Trustee and the holders of the
Senior Subordinated Debt Securities would be entitled to certain rights as
secured creditors in such trust funds.
MODIFICATION OF THE INDENTURES
Each Indenture provides that the Company and the Trustee may enter into
supplemental indentures without the consent of the holders of Debt Securities
to: (a) secure any Debt Securities, (b) evidence the assumption by a successor
corporation of the obligations of the Company, (c) add covenants for the
protection of the holders of Debt Securities, (d) cure any ambiguity or correct
any inconsistency in such Indenture, (e) establish the forms or terms of Debt
Securities of any series and (f) evidence the acceptance of appointment by a
successor trustee. (Senior and Senior Subordinated Debt Indentures, Section
8.1)
Each Indenture also contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
principal amount of Debt Securities of all series issued under such Indenture
and then outstanding and affected (voting as a class), to add any provisions
to, or change in any manner or eliminate any of the provisions of, such
Indenture or modify in any manner the rights of the holders of the Debt
Securities of each series so affected; provided that the Company and the
Trustee may not, without the consent of the holder of each outstanding Debt
Security affected thereby, (a) extend the stated maturity of the principal of
any Debt Security, or reduce the principal amount thereof or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or impair the right to institute suit for the enforcement of
any payment on any Debt Security when due or (b) reduce the aforesaid
percentage in principal amount of Debt Securities of any series issued under
such Indenture, the consent of the holders of which is required for any such
modification. (Senior and Senior Subordinated Debt Indentures, Section 8.2)
The Senior Subordinated Debt Indenture may not be amended to alter the
subordination of any outstanding Senior Subordinated Debt Securities without
the consent of each holder of Senior Indebtedness then outstanding that would
be adversely affected thereby. (Senior Subordinated Debt Indenture, Section
8.6)
GOVERNING LAW
The Indentures and the Securities will be governed by, and construed in
accordance with, the laws of the State of California. (Senior and Senior
Subordinated Debt Indentures, Section 11.8)
11
<PAGE>
CONCERNING THE TRUSTEE
Pursuant to the Trust Indenture Act of 1939, as amended, should a default
occur with respect to either the Debt Securities issued under the Senior Debt
Indenture or the Debt Securities issued under the Senior Subordinated Debt
Indenture, Chemical Bank would be required to resign as Trustee under one of
the Indentures within 90 days of such default unless such default were cured,
duly waived or otherwise eliminated. The Trustee is one of a number of banks
with which the Company and its subsidiaries maintain ordinary banking
relationships and with which the Company and its subsidiaries maintain credit
facilities.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities being offered hereby in four ways:
(i) directly to purchasers, (ii) through agents, (iii) through underwriters and
(iv) through dealers. Any such underwriters, dealers or agents may include
Morgan Stanley & Co. Incorporated, Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Charles Schwab & Co., Inc.
Offers to purchase Debt Securities may be solicited by agents designated by
the Company from time to time. Any such agent, who may be deemed to be an
underwriter as that term is defined in the Securities Act, involved in the
offer or sale of the Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent set forth, in the Prospectus Supplement. Unless otherwise indicated in
the Prospectus Supplement, any such agent will be acting on a reasonable
efforts basis for the period of its appointment. Agents may be entitled under
agreements which may be entered into with the Company to indemnification by the
Company against certain liabilities, including liabilities under the Securities
Act, and may be customers of, engage in transactions with or perform services
for the Company in the ordinary course of business.
If any underwriters are utilized in the sale of the Debt Securities in
respect of which this Prospectus is delivered, the Company will enter into an
underwriting agreement with such underwriters at the time of sale to them and
the names of the underwriters and the terms of the transaction will be set
forth in the Prospectus Supplement, which will be used by the underwriters to
make resales of the Debt Securities in respect of which this Prospectus is
delivered to the public. The underwriters may be entitled, under the relevant
underwriting agreement, to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company
in the ordinary course of business.
If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealer, as principal. The dealer may then resell such Debt Securities to
the public at varying prices to be determined by such dealer at the time of
resale. Dealers may be entitled to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and may be
customers of, engage in transactions with or perform services for the Company
in the ordinary course of business.
If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters or dealers to solicit offers by certain purchasers to
purchase Offered Debt Securities from the Company at the public offering price
set forth in the Prospectus Supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such
contracts will be subject to only those conditions set forth in the Prospectus
Supplement, and the Prospectus Supplement will set forth the commission payable
for solicitation of such offers.
Schwab is a wholly owned subsidiary of the Company. Each offering of Debt
Securities will be conducted in compliance with the requirements of Schedule E
of the By-Laws of the National Association of Securities Dealers, Inc. ("NASD")
regarding a NASD member firm's distributing the securities of an affiliate.
Following
12
<PAGE>
the initial distribution of any Debt Securities, Schwab may offer and sell such
Debt Securities in the course of its business as a broker-dealer. This
Prospectus may be used by Schwab in connection with such transactions. Such
sales, if any, will be made at varying prices related to prevailing market
prices at the time of sale or otherwise. Schwab may, but is not obligated to,
make a market in the Debt Securities and may discontinue any market-making
activities at any time without notice.
LEGAL OPINIONS
The legality of the Debt Securities will be passed upon for the Company by
Howard, Rice, Nemerovski, Canady, Robertson, Falk & Rabkin, A Professional
Corporation. Certain directors of that firm beneficially own an aggregate of
less than 1% of the Common Stock of the Company.
Certain legal matters relating to the Debt Securities will be passed upon on
behalf of dealers, underwriters or agents by Davis Polk & Wardwell.
EXPERTS
The consolidated financial statements and the related consolidated financial
statement schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K have been audited by Deloitte & Touche,
independent auditors, as stated in their reports thereon, which are
incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
12.1 Computation of Consolidated Ratio of Earnings to Fixed Charges.
23.1 Consent of Deloitte & Touche.
24.1 Power of Attorney.
</TABLE>
II-1
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 1 TO
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF SAN FRANCISCO, STATE OF CALIFORNIA ON THE 11TH
DAY OF APRIL, 1994.
The Charles Schwab Corporation
/s/ A. John Gambs
By: _________________________________
A. John Gambs,
Executive Vice President--Finance
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS
ON BEHALF OF THE COMPANY IN THE CAPACITIES INDICATED AND ON APRIL 11, 1994.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Charles R. Schwab
- -------------------------------------------
Charles R. Schwab* Chairman, Chief Executive Officer and
Director (principal executive officer)
/s/ Lawrence J. Stupski
- -------------------------------------------
Lawrence J. Stupski* Vice Chairman and Director
/s/ David S. Pottruck President, Chief Operating Officer and
- ------------------------------------------- Director
David S. Pottruck*
/s/ A. John Gambs
- -------------------------------------------
A. John Gambs Executive Vice President--Finance and Chief
Financial Officer (principal financial and
accounting officer)
/s/ Nancy H. Bechtle
- -------------------------------------------
Nancy H. Bechtle* Director
/s/ C. Preston Butcher
- -------------------------------------------
C. Preston Butcher* Director
/s/ Donald G. Fisher
- -------------------------------------------
Donald G. Fisher* Director
- -------------------------------------------
Anthony M. Frank Director
/s/ James R. Harvey
- -------------------------------------------
James R. Harvey* Director
/s/ Stephen T. McLin
- -------------------------------------------
Stephen T. McLin* Director
/s/ Roger O. Walther
- -------------------------------------------
Roger O. Walther* Director
</TABLE>
/s/ A. John Gambs
*By__________________________________
A. John Gambs
Attorney-in-Fact
II-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S> <C>
12.1 Computation of Consolidated Ratio of Earnings to Fixed
Charges.
23.1 Consent of Deloitte & Touche.
24.1 Power of Attorney.
</TABLE>
<PAGE>
EXHIBIT 12.1
THE CHARLES SCHWAB CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, UNAUDITED)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
--------------------------------------------
1993 1992 1991 1990 1989
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Earnings before extraordinary
charge and income taxes.......... $206,272 $146,228 $ 88,097 $ 29,109 $ 33,191
-------- -------- -------- -------- --------
Fixed charges:
Interest........................ 132,552 159,531 225,558 238,497 207,347
One-third of rental expense..... 15,428 13,314 10,531 8,855 6,951
-------- -------- -------- -------- --------
Total fixed charges........... 147,980 172,845 236,089 247,352 214,298
-------- -------- -------- -------- --------
Earnings before extraordinary
charge and income taxes and fixed
charges.......................... $354,252 $319,073 $324,186 $276,461 $247,489
======== ======== ======== ======== ========
Ratio of earnings to fixed
charges.......................... 2.4 1.8 1.4 1.1 1.2
======== ======== ======== ======== ========
</TABLE>
For purposes of computing the ratio of earnings to fixed charges, "earnings"
consist of earnings before extraordinary charge and income taxes and fixed
charges. "Fixed charges" consist of interest expense incurred on payables to
customers, subordinated borrowings, term debt, capitalized interest, and one-
third of rental expense, which is estimated to be representative of the
interest factor.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Amendment No. 1
to Registration Statement No. 33-50923 of The Charles Schwab Corporation on
Form S-3, of our reports dated February 17, 1994 (February 25, 1994 as to
Subsequent Event note), appearing in and incorporated by reference in the
Annual Report on Form 10-K of The Charles Schwab Corporation for the year ended
December 31, 1993, and to the reference to us under the caption "Experts" in
the Prospectus, which is a part of such Registration Statement.
Deloitte & Touche
April 8, 1994
