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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
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(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER)
101 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94104
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(415) 627-7000
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(REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)
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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
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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.
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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
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A. JOHN GAMBS
Executive Vice President-Finance
and Chief Financial Officer
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Exhibit Index
Number Description
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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.
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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
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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
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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
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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.
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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
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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
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Title: Managing Director
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
By /s/ Scott G. Primrose
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Title: Authorized Signatory
CHARLES SCHWAB & CO., INC.
By /s/ Evelyn Dilsaver
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Title: SVP - Controller
