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As filed with the Securities and Exchange Commission on June 25, 1999
Registration No. 333-77381
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE CHARLES SCHWAB CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
Delaware 94-3025021
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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120 Kearny Street
San Francisco, CA 94104
(415) 627-7000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Joseph R. Martinetto
Senior Vice President and Treasurer
THE CHARLES SCHWAB CORPORATION
120 Kearny Street
San Francisco, CA 94104
(415) 627-7000
(Name, address, including zip code, and telephone number, including area code,
of Agent for Service)
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<S> <C>
LAWRENCE B. RABKIN, ESQ. JOHN M. BRANDOW, ESQ.
JOHN E. STONER, ESQ. DAVIS POLK & WARDWELL
HOWARD, RICE, NEMEROVSKI, 450 Lexington Avenue
CANADY, FALK & RABKIN New York, New York 10017
A Professional Corporation
Three Embarcadero Center, 7th Floor
San Francisco, CA 94111
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Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined by
market conditions.
If the securities being registered on the form are to be offered pursuant to
dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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EXPLANATORY NOTE
This Amendment No. 2 to Registration Statement No. 333-77381 is being filed
solely to file an exhibit to the Registration Statement.
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Item 16. Exhibits and Financial Statement Schedule.
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Exhibit
Number Description
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1.1 Form of Underwriting Agreement*
1.2 Form of Distribution Agreement*
4.1 Form of Senior Debt Indenture filed on July 1, 1993 as Exhibit 4.1 to
the Company's Registration Statement on Form S-3 (registration number
33-65342) and incorporated herein by reference.
4.2 Form of Senior Subordinated Debt Indenture filed on July 1, 1993 as
Exhibit 4.2 to the Company's Registration Statement on Form S-3
(registration number 33-65342) and incorporated herein by reference.
4.3 Form of Supplemental Indenture to Senior Debt Indenture.*
4.4 Form of Supplemental Indenture to Senior Subordinated Debt Indenture.*
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation.*
12.1 Computation of Consolidated Ratio of Earnings to Fixed Charges.*
23.1 Independent Auditors' Consent.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation (included in Exhibit 5.1).*
25.1 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank.*
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* Previously filed.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California on the 25th
day of June, 1999.
THE CHARLES SCHWAB CORPORATION
By:
/s/ DAVID S. POTTRUCK
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DAVID S. POTTRUCK
Co-Chief Executive Officer,
President,
Chief Operating Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to Registration Statement has been signed below by the following persons
on behalf of the Company in the capacities indicated on June 25, 1999.
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<CAPTION>
Signature Title
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<C> <S>
Chairman, Co-Chief Executive
Officer and Director (principal
* executive officer)
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Charles R. Schwab
Co-Chief Executive Officer,
President, Chief Operating
Officer and Director (principal
/s/ DAVID S. POTTRUCK executive officer)
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David S. Pottruck
Executive Vice President and
Chief Financial Officer
(principal financial and
* accounting officer)
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Steven L. Scheid
* Director
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Nancy H. Bechtle
* Director
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C. Preston Butcher
* Director
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Donald G. Fisher
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II-2
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<CAPTION>
Signature Title
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<C> <S>
Director
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Anthony M. Frank
* Director
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Frank C. Herringer
* Director
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Stephen T. McLin
* Director
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Mark A. Pulido
* Director
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Arun Sarin
* Director
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George P. Shultz
* Director
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Roger O. Walther
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*By:
/s/ DAVID S. POTTRUCK
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David S. Pottruck
Attorney-in-fact
II-3
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Index to Exhibits
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Exhibit
Number Description
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<C> <S>
1.1 Form of Underwriting Agreement*
1.2 Form of Distribution Agreement*
4.1 Form of Senior Debt Indenture filed on July 1, 1993 as Exhibit 4.1 to
the Company's Registration Statement on Form S-3 (registration number
33-65342) and incorporated herein by reference.
4.2 Form of Senior Subordinated Debt Indenture filed on July 1, 1993 as
Exhibit 4.2 to the Company's Registration Statement on Form S-3
(registration number 33-65342) and incorporated herein by reference.
4.3 Form of Supplemental Indenture to Senior Debt Indenture.*
4.4 Form of Supplemental Indenture to Senior Subordinated Debt Indenture.*
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation.*
12.1 Computation of Consolidated Ratio of Earnings to Fixed Charges.*
23.1 Independent Auditors' Consent.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A
Professional Corporation (included in Exhibit 5.1).*
25.1 Form T-1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank.*
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* Previously filed.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-77381 of The Charles Schwab Corporation on
Form S-3 of our reports dated February 22, 1999, appearing in and incorporated
by reference in the Annual Report on Form 10-K of The Charles Schwab Corporation
for the year ended December 31, 1998, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
San Francisco, California
June 23, 1999
