United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
The Charles Schwab Corporation
(Name of Issuer)
Common Stock ($.01 par value)
(Title of Class of Securities)
808513-10-5
(CUSIP Number)
Cynthia Holbrook, Assistant Secretary
The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94104
415/627-7533
(Name, Address and Telephone Number of
Person Authorized to Receive
Notices and Communications)
August 27, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ].<PAGE>
808513-10-5 Schedule 13D Page 2 of 6 pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles R. Schwab
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a [ ]
b [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF SHARES 5,073,905
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 31,099,220
9 SOLE DISPOSITIVE POWER
5,073,905
10 SHARED DISPOSITIVE POWER
31,099,220
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
36,173,125
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.7%
14 TYPE OF REPORTING PERSON
IN<PAGE>
808513-10-5 Schedule 13D Page 3 of 6 pages
Item 1. Security and Issuer
Security: Common Stock ($.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) 36,173,125 shares of Common Stock (including 1,062,500
shares which may be acquired within sixty days upon
exercise of options) representing 20.7% of the Common
Stock outstanding.
b) The 36,173,125 shares of Common Stock referred to in
Item 5(a) above consist of (i) 5,073,905 shares of
Common Stock as to which Mr. Schwab has sole voting and
dispositive power (including 244,461 shares held by the
Trustee of the Charles Schwab Profit Sharing and
Employee Stock Ownership Plan and allocated to
Mr. Schwab's individual ESOP account; 2,672 shares held
by Mr. Schwab as custodian for his children; and 2,024<PAGE>
808513-10-5 Schedule 13D Page 4 of 6 pages
shares held by Mr. Schwab as trustee of the Schwab
Inter-Vivos Trust as to which he disclaims beneficial
ownership); and (ii) 31,099,220 shares of Common Stock
as to which Mr. Schwab has shared voting power and
shared dispositive power (including 1,512,398 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; 4,320,000 shares held by Mr. and Mrs. Schwab
as trustees of The Charles and Helen Schwab Living
Trust; 652,000 shares held by The Charles and Helen
Schwab Family 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; 22,651,424
shares held by Mr. and Mrs. Schwab as community
property; 742,804 shares held by Mr. and Mrs. Schwab as
joint tenants; and 1,220,776 shares held by
Mrs. Schwab).
c) The following transactions in Common Stock were effected
by Mr. Schwab in the sixty days prior to the filing of
this Amendment No. 9:
Date of # of Shares Nature of Price Per Where and
Transaction of Common Stock Transaction Per Share How Effected
7/30/96 20,238 Disposition N/A Gift
7/31/96 8,000 Sale $24.3406 Open Market
8/05/96 2,024 Sale $25.125 Open Market
8/23/96 67,400 Sale $25.9746 Open Market
8/26/96 76,000 Sale $25.5345 Open Market
8/27/96 76,600 Sale $25.6511 Open Market
8/28/96 50,000 Sale $25.5088 Open Market
8/29/96 30,000 Sale $25.25 Open Market
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 and The Charles and Helen Schwab Family
Foundation, as noted in Item 5(b) above.
e) Inapplicable.<PAGE>
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,
dated 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. Non-Qualified Stock Option Agreement, dated as of
September 16, 1992 between The Charles Schwab
Corporation and Charles R. Schwab pursuant to the 1992
Stock Incentive Plan.
3. On February 25, 1993, Charles R. Schwab and Helen O.
Schwab, grantors of The Charles and Helen Schwab Living
Trust (the "Living Trust"), transferred 4,500,000 shares
of Common Stock into the Living Trust. (This number has
been adjusted for all splits that occurred before
September 3, 1996.) Section 8.2.1 of the Living Trust
provides that if neither Mr. nor Mrs. Schwab is serving
as trustee, three designated individuals will receive a
general proxy to vote all shares of Common Stock held
pursuant to the Living Trust.
Item 7. Exhibits
1. Registration Rights and Stock Restriction Agreement,
dated as of March 31, 1987, between Charles R. Schwab
and CL Acquisition Corporation (now named The Charles
Schwab Corporation).*
2. Form of Non-Qualified Stock Option Agreement, dated as
of September 16, 1992, between The Charles Schwab
Corporation and Charles R. Schwab.**
3. Section 8.2.1 of The Charles and Helen Schwab Living
Trust.**
* Incorporated by reference to Exhibit 1 to Amendment
No. 8 to Mr. Schwab's Schedule 13D dated July 31, 1995.
** Incorporated by reference to Exhibits 4 and 5,
respectively, to Amendment No. 5 to Mr. Schwab's
Schedule 13D dated May 6, 1994.<PAGE>
808513-10-5 Schedule 13D Page 6 of 6 pages
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.
Date: September 3, 1996
/s/ Charles R. Schwab
Charles R. Schwab <PAGE>
