UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
THE CHARLES SCHWAB CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
808513-10-5
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).<PAGE>
CUSIP No. 808513-10-5 13G Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Schwab Profit Sharing and Employee Stock Ownership Plan
TIN: 94-1737782
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California, USA
5 SOLE VOTING POWER
492,221
NUMBER OF
SHARES
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH -0-
REPORTING
PERSON WITH
7 SOLE DISPOSITIVE POWER
492,221
8 SHARED DISPOSITIVE POWER
5,623,001
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,115,222
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7%
12 TYPE OF REPORTING PERSON*
EP
*SEE INSTRUCTION BEFORE FILLING OUT!<PAGE>
CUSIP No. 808513-10-5 13G Page 3 of 4 Pages
This Amendment No. 5 amends and supplements the statement on
Schedule 13G dated February 11, 1988, filed by the Charles Schwab
Profit Sharing and Employee Stock Ownership Plan relating to the
Common Stock, $.01 par value, of The Charles Schwab Corporation (the
"ESOP 13G").
Item 4 Ownership.
(a) The amount of Issuer's Common Stock beneficially owned by
the Plan as of December 31, 1994 was 6,115,222 shares.
(b) The percent of Issuer's Common Stock beneficially owned by
the Plan as of December 31, 1994 was 10.7%.
(c) The Plan has the following powers with respect to the
following number of shares of Issuer's Common Stock:
(i) sole power to vote or to direct the vote of 492,221
shares;
(ii) shared power to vote or direct the vote of -0-
shares;
(iii) sole power to dispose or to direct the disposition
of 492,221 shares;
(iv) shared power to dispose or to direct the disposition
of 5,623,001 shares
As a condition to the listing of the Common Stock of Issuer on
the New York Stock Exchange (the "NYSE"), the Administrative Committee
for the Plan has agreed with the NYSE that, with respect to the voting
shares of such Common Stock held by the Plan that have not been
allocated to accounts of participants in the Plan, the Plan purchasing
agent shall direct that such unallocated shares be voted in accordance
with the ratio of votes by all shares that have been previously
allocated to participants' accounts.
The agreement between the Administrative Committee and the NYSE
is subject to future modification to the extent that the application
of the fiduciary standards of the Employee Retirement Income Security
Act may compel such modification.<PAGE>
CUSIP No. 808513-10-5 13G Page 4 of 4 Pages
Signatures
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.
February 10, 1995 /s/ A. John Gambs
A. John Gambs,
Administrative Committee
February 10, 1995 /s/ Luis E. Valencia
Luis E. Valencia,
Administrative Committee
February 10, 1995 /s/ Harvey A. Rowen
Harvey A. Rowen,
Administrative Committee
February 10, 1995 /s/ Evelyn S. Dilsaver
Evelyn S. Dilsaver,
Administrative Committee
February 10, 1995 /s/ Thomas N. Lawrie
Thomas N. Lawrie
Administrative Committee
February 10, 1995 /s/ Thomas W. Matchett, Jr.
Thomas W. Matchett, Jr.
Administrative Committee<PAGE>
