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United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 10)
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 12, 1997
(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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SCHEDULE 13D
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles R. Schwab
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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SOLE VOTING POWER
7
NUMBER OF
4,398,738
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 30,513,372
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
4,398,738
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
30,513,372
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
34,912,110
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.7%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
Security: Common Stock ($.01 par value)
Issuer: The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94109
Item 2. Identity and Background
a) Charles R. Schwab
b) The Charles Schwab Corporation
101 Montgomery Street
San Francisco, CA 94109
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) 34,912,110 shares of Common Stock (including 1,137,499 shares which
may be acquired within sixty days upon exercise of options)
representing 19.7% of Common Stock outstanding.
b) The 34,912,110 shares of Common Stock referred to in Item 5(a) above
consist of (i) 4,398,738 shares of Common Stock as to which Mr.
Schwab has sole voting and dispositive power (including 245,509 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; and 3,482 shares held by Mr. Schwab as custodian for his
children); and (ii) 30,513,372 shares of Common Stock as to which Mr.
Schwab has shared voting power and shared dispositive power (including
1,382,398 shares held by The Charles and Helen Schwab Foundation, a
nonprofit public benefit corporation as to which Mr. and Mrs. Schwab,
as two of the 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; 1,002,000 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 the three directors, have shared voting and
dispositive power but disclaim beneficial ownership; 22,566,794 shares
held by Mr. and Mrs. Schwab as community property; 21,402 shares held
by Mr. and Mrs. Schwab as joint tenants; and 1,220,778 shares held by
Mrs. Schwab).
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c) The following transactions in Common Stock were effected by Mr. Schwab
in the sixty days prior to the filing of this Amendment No. 10:
<TABLE>
<CAPTION>
Date of # of Shares of Nature of Price per Share Where and How
Transaction Common Stock Transaction Effected
<S> <C> <C> <C>
8/1/97 83,000 Sale $46.3203 Open Market
8/4/97 42,600 Sale $45.8621 Open Market
8/5/97 56,100 Sale $45.3533 Open Market
8/6/97 41,600 Sale $45.3266 Open Market
8/7/97 55,700 Sale $45.9528 Open Market
8/8/97 22,300 Sale $44.2567 Open Market
8/11/97 31,200 Sale $44.0638 Open Market
8/12/97 17,500 Sale $44.6241 Open Market
</TABLE>
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
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.
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** Incorporated by reference to Exhibits 4 and 5, respectively, to
Amendment No. 5 to Mr. Schwab's Schedule 13D dated May 6, 1994.
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: August 22, 1997
/s/ CHARLES R. SCHWAB
_______________________________
Charles R. Schwab
