United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
The Charles Schwab Corporation
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
808513-10-5
(CUSIP Number)
Pamela E. Herlich, Assistant Secretary
The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94104
415/627-7533
(Name, Address and Telephone Number of
Person Authorized to Receive
Notices and Communications)
August 28, 1991
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ].
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808513-10-5 SCHEDULE 13D Page 2 of 6 pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles R. Schwab
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 1,243,989
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 6,078,343
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,243,989
10 SHARED DISPOSITIVE POWER
6,078,343
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
7,322,632
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
28.6%
14 TYPE OF REPORTING PERSON
IN
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808513-10-5 SCHEDULE 13D Page 3 of 6 pages
Item 1. Security and Issuer
Security: Common Stock ($.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) 7,322,632 shares of Common Stock representing 28.6% of
the Common Stock outstanding.
b) The 7,322,632 shares of Common Stock referred to in Item
5(a) above consist of (i) 1,243,989 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 allocated to Mr. Schwab's individual ESOP
account; 100 shares held by Mr. Schwab as custodian for his
children; and 600 shares held by Mr. Schwab as trustee of the
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808513-10-5 SCHEDULE 13D Page 4 of 6 pages
Schwab Inter-Vivos Trust as to which he disclaims beneficial
ownership); and (ii) 6,078,343 shares of Common Stock as to
which Mr. Schwab has shared voting power and shared
dispositive power (including 262,000 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; 5,494,000 shares held by
Mr. and Mrs. Schwab as community property; 141,487 shares
held by Mr. and Mrs. Schwab as joint tenants; and 180,856
shares held by Mrs. Schwab).
c) The following transactions in Common Stock were effected
by Mr. Schwab since the filing of Amendment No. 2 to his
Schedule 13D dated August 5, 1991:
Date of # of Shares Nature of Price Per Where and
Transaction of Common Stock Transaction Per Share How Effected
8/7/91 18,900 Sale $26.75 Open Market
8/8/91 10,000 Sale $26.875 Open Market
8/8/91 6,000 Sale $27.125 Open Market
8/12/91 20,100 Sale $26.875 Open Market
8/12/91 5,000 Sale $27.00 Open Market
8/13/91 11,900 Sale $27.00 Open Market
8/13/91 34,500 Sale $27.125 Open Market
8/14/91 10,000 Sale $27.625 Open Market
8/14/91 16,000 Sale $27.875 Open Market
8/14/91 13,500 Sale $28.00 Open Market
8/15/91 10,000 Sale $28.25 Open Market
8/15/91 20,000 Sale $28.375 Open Market
8/16/91 15,300 Sale $27.25 Open Market
8/19/91 25,100 Sale $26.00 Open Market
8/19/91 6,400 Sale $26.125 Open Market
8/19/91 1,000 Sale $26.50 Open Market
8/19/91 2,500 Sale $26.75 Open Market
8/21/91 22,800 Sale $26.25 Open Market
8/28/91 15,000 Disposition N/A Gift
8/28/91 2,000 Disposition N/A Gift
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, as noted in Item 5(b) above.
e) Inapplicable.
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808513-10-5 SCHEDULE 13D Page 5 of 6 pages
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 March 27, 1987 by
Charles Schwab and Helen O. Schwab in the principal
amount of $4,000,000 secured by the stock acquired by
Charles Schwab. The pledge arrangement was modified by
Letter Agreement, dated July 28, 1987 whereby the Lender
agreed to release a certain amount of the pledged stock.
In April 1989, Charles R. Schwab granted to David S.
Pottruck an option to purchase from Mr. Schwab 100,000
shares of Common Stock at a price of $10 per share,
vesting at the rate of 25% as of April 1, 990 and of
each year thereafter until fully vested and exercisable
during the period from April 1, 1993 through March 31,
1998, pursuant to a Stock Option Agreement dated April
1989.
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 March 27, 1987 by
Charles R. Schwab and Helen O. Schwab for $4,000,000.*
3. Letter Agreement, dated July 28, 1987 between Charles R.
Schwab and Helen O. Schwab and the Lender relating to
the release of certain pledged shares.*
4. Stock Option Agreement dated April 1989 between Charles
R. Schwab and David S. Pottruck.**
*Incorporated by reference to Exhibits 1, 3 and 4,
respectively, to Mr. Schwab's Schedule 13D dated
September 22, 1987.
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808513-10-5 SCHEDULE 13D Page 6 of 6 pages
**Incorporated by reference to Exhibit 4 to Amendment
No. 1 to Mr. Schwab's Schedule 13D dated January 30, 1991.
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
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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 March 27, 1987 by
Charles R. Schwab and Helen O. Schwab for $4,000,000.*
3. Letter Agreement, dated July 28, 1987 between Charles R.
Schwab and Helen O. Schwab and the Lender relating to
the release of certain pledged shares.*
4. Stock Option Agreement dated April 1989 between Charles
R. Schwab and David S. Pottruck.**
*Incorporated by reference to Exhibits 1, 3 and 4,
respectively, to Mr. Schwab's Schedule 13D dated
September 22, 1987.
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