808513-10-5 Schedule 13D Page 1 of 8
United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
The Charles Schwab Corporation
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
808513-10-5
(CUSIP Number)
Pamela E. Herlich, Assistant Secretary
The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94104
415/627-7533
(Name, Address and Telephone Number of
Person Authorized to Receive
Notices and Communications)
February 18, 1992
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ].
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808513-10-5 Schedule 13D Page 2 of 8
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles R. Schwab
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 1,823,418
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 8,613,514
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,823,418
10 SHARED DISPOSITIVE POWER
8,613,514
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
10,436,932
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2%
14 TYPE OF REPORTING PERSON
IN
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808513-10-5 Schedule 13D Page 3 of 8
All share figures in this Schedule 13D have been adjusted to
reflect the three-for-two stock split effected in the form of
a 50% stock dividend declared October 22, 1991 to
stockholders of record on November 4, 1991 and distributed on
December 2, 1991.
Item 1. Security and Issuer
Security: Common Stock ($.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.
<PAGE>
808513-10-5 Schedule 13D Page 4 of 8
Item 5. Interest in Securities of Issuer
a) 10,436,932 shares of Common Stock representing 27.2% of
the Common Stock outstanding.
b) The 10,436,932 shares of Common Stock referred to in
Item 5(a) above consist of (i) 1,823,418 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; 150 shares held by Mr. Schwab
as custodian for his children; and 900 shares held by
Mr. Schwab as trustee of the Schwab Inter-Vivos Trust as
to which he disclaims beneficial ownership); and
(ii) 8,613,514 shares of Common Stock as to which
Mr. Schwab has shared voting power and shared
dispositive power (including 393,000 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;
7,749,000 shares held by Mr. and Mrs. Schwab as
community property; 212,230 shares held by Mr. and
Mrs. Schwab as joint tenants; and 271,284 shares held by
Mrs. Schwab).
c) The following transactions in Common Stock were effected
by Mr. Schwab since the filing of Amendment No. 3 to his
Schedule 13D dated August 28, 1991:
Date of # of Shares Nature of Price Per Where and
Transaction of Common Stock Transaction Per Share How Effected
10/24/91 22,500 Disposition N/A Gift
12/18/91 2,500 Disposition N/A Gift
12/18/91 750 Disposition N/A Gift
12/18/91 750 Disposition N/A Gift
1/24/92 3,100 Sale $33.875 Open Market
1/24/92 14,600 Sale $33.75 Open Market
1/24/92 20,400 Sale $33.625 Open Market
1/24/92 3,500 Sale $33.50 Open Market
1/27/92 1,000 Sale $33.875 Open Market
1/27/92 300 Sale $33.625 Open Market
1/27/92 2,600 Sale $33.50 Open Market
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808513-10-5 Schedule 13D Page 5 of 8
1/27/92 300 Sale $33.375 Open Market
1/27/92 3,600 Sale $33.25 Open Market
1/27/92 800 Sale $33.00 Open Market
1/27/92 1,900 Sale $32.875 Open Market
1/27/92 1,000 Sale $32.75 Open Market
1/27/92 2,000 Sale $32.625 Open Market
1/27/92 400 Sale $32.50 Open Market
1/27/92 3,100 Sale $32.375 Open Market
1/27/92 3,000 Sale $32.25 Open Market
1/28/92 5,800 Sale $32.375 Open Market
1/28/92 2,300 Sale $32.50 Open Market
1/28/92 10,900 Sale $32.25 Open Market
1/28/92 3,500 Sale $32.125 Open Market
1/28/92 7,500 Sale $32.00 Open Market
1/29/92 6,400 Sale $32.375 Open Market
1/29/92 14,200 Sale $32.25 Open Market
1/29/92 3,400 Sale $32.125 Open Market
1/29/92 2,200 Sale $32.00 Open Market
1/29/92 400 Sale $31.875 Open Market
1/29/92 1,800 Sale $31.75 Open Market
1/30/92 2,400 Sale $32.625 Open Market
1/30/92 8,900 Sale $32.50 Open Market
1/30/92 3,700 Sale $32.375 Open Market
1/30/92 5,000 Sale $32.25 Open Market
1/30/92 5,100 Sale $32.00 Open Market
1/30/92 600 Sale $31.875 Open Market
1/30/92 200 Sale $31.75 Open Market
1/30/92 1,800 Sale $31.625 Open Market
1/30/92 2,300 Sale $31.50 Open Market
1/31/92 1,000 Sale $33.25 Open Market
1/31/92 500 Sale $33.00 Open Market
1/31/92 500 Sale $32.875 Open Market
1/31/92 5,000 Sale $32.75 Open Market
1/31/92 1,000 Sale $32.50 Open Market
1/31/92 3,600 Sale $32.375 Open Market
1/31/92 8,500 Sale $32.25 Open Market
1/31/92 9,300 Sale $32.125 Open Market
1/31/92 2,000 Sale $32.00 Open Market
1/31/92 1,100 Sale $31.875 Open Market
2/4/92 400 Sale $32.50 Open Market
2/4/92 5,300 Sale $32.375 Open Market
2/4/92 6,300 Sale $32.25 Open Market
2/4/92 1,000 Sale $32.125 Open Market
2/4/92 2,400 Sale $32.00 Open Market
2/4/92 900 Sale $31.875 Open Market
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808513-10-5 Schedule 13D Page 6 of 8
2/4/92 1,500 Sale $32.375 Open Market
2/4/92 2,500 Sale $31.25 Open Market
2/4/92 6,000 Sale $31.125 Open Market
2/4/92 7,500 Sale $31.00 Open Market
2/5/92 3,000 Sale $32.50 Open Market
2/5/92 3,100 Sale $32.25 Open Market
2/5/92 3,100 Sale $32.125 Open Market
2/5/92 13,500 Sale $32.00 Open Market
2/5/92 3,200 Sale $31.875 Open Market
2/5/92 5,300 Sale $31.75 Open Market
2/5/92 2,500 Sale $31.625 Open Market
2/6/92 2,000 Sale $32.00 Open Market
2/6/92 400 Sale $31.875 Open Market
2/6/92 2,700 Sale $31.75 Open Market
2/6/92 3,200 Sale $31.625 Open Market
2/6/92 4,700 Sale $31.50 Open Market
2/7/92 600 Sale $31.625 Open Market
2/7/92 1,100 Sale $31.50 Open Market
2/11/92 1,500 Sale $31.25 Open Market
2/11/92 5,700 Sale $31.125 Open Market
2/11/92 4,500 Sale $31.00 Open Market
2/11/92 2,300 Sale $30.875 Open Market
2/11/92 4,500 Sale $30.75 Open Market
2/12/92 500 Sale $31.125 Open Market
2/12/92 3,900 Sale $30.875 Open Market
2/12/92 12,400 Sale $30.75 Open Market
2/13/92 2,000 Sale $31.125 Open Market
2/13/92 600 Sale $31.00 Open Market
2/13/92 1,500 Sale $30.75 Open Market
2/14/92 325 Disposition N/A Gift
2/14/92 20,000 Disposition N/A Gift
2/18/92 123,100 Sale $31.00 Open Market
2/18/92 72,800 Sale $30.75 Open Market
In addition, during the period December 31, 1990 through July 1, 1991, a
total of 259 shares of Common Stock was allocated by the Trustee of the
Charles Schwab Profit Sharing and Employee Stock Ownership Plan (the
"Plan") to the Plan account of Mr. Schwab.
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.
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808513-10-5 Schedule 13D Page 7 of 8
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 March 27, 1987, by
Charles Schwab and Helen O. Schwab in the principal
amount of $4,000,000 secured by the Common Stock
acquired by Mr. 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.
3. 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, 1990 and of
April 1 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.
4. 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 60,000 shares of
Common Stock.
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.*
<PAGE>
808513-10-5 Schedule 13D Page 8 of 8
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.**
5. Secured Demand Promissory Note, dated January 10, 1992,
by Charles R. Schwab and Helen O. Schwab for $650,000.
*Incorporated by reference to Exhibit 1, 3 and 4,
respectively, of Mr. Schwab's Schedule 13D dated
September 22, 1987.
**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 <PAGE>
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.**
5. Secured Demand Promissory Note, dated January 10, 1992,
by Charles R. Schwab and Helen O. Schwab for $650,000.
*Incorporated by reference to Exhibit 1, 3 and 4,
respectively, of Mr. Schwab's Schedule 13D dated
September 22, 1987.
<PAGE>
SECURED DEMAND PROMISSORY NOTE
$650,000.00 New York, New York
January 10, 1992
ON DEMAND, the undersigned (the "Borrower") hereby
promises to pay to the order of Morgan Guaranty Trust Company
of New York (the "Bank") the principal amount of six-hundred
and fifty thousand Dollars ($650,000) and to pay interest on
the unpaid principal amount hereof from time to time
outstanding from the date hereof until paid in full.
(Check one) ___ at the rate of ___________% per annum
___ at a fluctuating rate per annum equal to
_____% above the Prime Rate (which
presently is _____%) in effect from time
to time, but subject to any limitations
on the rate of interest imposed by
applicable law. The term "Prime Rate",
as used herein, shall mean the rate of
interest publicly announced by the Bank
in New York City form time to time as its
Prime Rate.
Interest on the principal amount hereof outstanding
during each calendar month shall be payable monthly in
arrears on the ______ day of each month, and upon payment in
full. Principal and interest shall be payable in lawful
money of the United States of America at the office of the
Bank at 23 Wall Street, New York, New York 10015.
To secure payment of this Note, and of any other
liability or liabilities of the Borrower to the holder
hereof, due or to become due, or that may hereafter be
contracted or existing, howsoever acquired by the holder, the
Borrower has transferred, pledged, given a security interest
in and delivered to the Bank the following property:
60,000 shares of Charles Schwab & Co., Inc. Stock
and any deposit or other sums at any time credited by or due
from the holder to the Borrower and any securities or other
property of the Borrower in the possession of the holder
hereafter called "Collateral."
In case of a decline in the market value of the
Collateral or any part thereof, the holder may demand that
additional Collateral of quality and value satisfactory to it
be delivered, pledged, and transferred to it, and that the
052394/2-420931:/W11/144714 -1-
<PAGE>
Borrower create a security interest in the additionally
delivered Collateral in favor of the holder.
Upon the nonpayment of principal or interest when
due hereunder, or upon nonpayment of any other liability of
the Borrower to the holder when due, or if the holder deems
the Collateral to be insufficient by reason of the decline in
the market value of any of the Collateral, the holder shall
have the rights and remedies provided in the Uniform
Commercial Code in force in New York at the date of execution
of this Note and in addition to, in substitution for, in
modification of, or in conjunction with those rights and
remedies provided in the Uniform Commercial Code in force in
New York at the date of execution of this Note and in
addition to, in substitution for, in modification of, or in
conjunction with those rights and remedies, the holder or its
agents may, in its discretion, _______, assign and deliver
all or any part of the Collateral at any broker's board or at
public or private sale ______out notice or advertisement, and
__________ become purchasers at any public sale or at any
broker's board, and, if notice to the Borrower is required by
law, give written notice to the Borrower five days prior to
the date of public sale of the Collateral or prior to the
date after which private sale of the Collateral will be made
by mailing such notice to the address designated by the
Borrower with his signature below; and, if the Collateral
includes insurance policies with a cash surrender value,
securities, instruments, or documents which will be redeemed
by the issuer upon surrender, the holder may realize upon
such Collateral without notice to the Borrower. The Borrower
agrees that the proceeds of the disposition of the Collateral
may be applied by the holder to the satisfaction of the
liabilities of the Borrower to the holder in any order of
preference which the holder, in its sole discretion, chooses,
and that the excess, if any, shall be returned to the
Borrower, who shall continue liable to the holder for any
deficiency remaining with interest thereon. The waiver of
any default, or the remedying of any default in a reasonable
manner, shall not operate as a waiver of the default remedies
or any other prior or subsequent default.
The holder shall have no duty with reference to the
Collateral except to use reasonable care in its custody and
preservation, which shall not include any steps necessary to
preserve rights against prior parties nor the duty to send
notices, perform services, or take any action in connection
with the management of the Collateral. The holder may at any
time transfer the Collateral to its own name or the name of
one of its nominees and may at any time demand, sue for,
collect or make any compromise or settlement with reference
to the Collateral as the holder in its sole discretion
chooses. The holder may remove the Collateral or any part of
052394/2-420931:/W11/144714 -2-
<PAGE>
it from the state or country in which it may at any time be
held to any other state or country, and may there deal with
it as provided in this Note.
If any of the Collateral is released to the
Borrower, the Borrower agrees to execute whatever financing
or other statements and security agreements or trust receipts
are required to continue the holder's security interest in
the Collateral.
If this Note is not paid in full upon demand, the
Borrower agrees to pay all costs and expenses of collection,
including reasonable attorneys' fees.
Each and every party to this Note, either as maker,
endorser, guarantor, accommodation party, or otherwise,
hereby waives presentment, notice of dishonor and protest
with respect to this Note, and assents to any extension or
postponement of the time of payment or other indulgence and
to any substitution, exchange or release of Collateral
granted or permitted by the holder.
Should the Bank negotiate or assign this Note, it
may deliver the property held as Collateral or any part of it
to the transferee, who shall thereupon become the holder and
the Bank shall thereafter be fully discharged from any
responsibility with respect to that Collateral.
The undersigned, if more than one, shall be jointly
and severally liable hereunder and the term "Borrower" shall
mean the undersigned or any one or more of them and their
heirs, executors, administrators, successors, or assigns.
The Borrower shall have the right, at any time or
from time to time, without penalty or premium, to repay all
or part of the unpaid balance of this Note.
This Note shall be governed by and construed in
accordance with the laws of the State of New York.
Signature ____________________________
Charles R. Schwab
Signature ____________________________
Helen O. Schwab
Address [deleted]
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<PAGE>
GUARANTY
The undersigned (jointly and severally if more than
one) guarantee(s) the payment of this Note and consent(s) and
agree(s) to the terms and conditions of the Note.
As security for the performance of this Guaranty,
the holder is given a security interest in any and all
deposits or property of the undersigned now or at time
hereafter directly or indirectly in the possession or under
the control of the holder.
This Guaranty shall be governed by and construed in
accordance with the laws of the State of New York.
____________________________
Charles R. Schwab
____________________________
Helen O. Schwab
052394/2-420931:/W11/144714 -4-
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