<PAGE>
United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and 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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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
N/A
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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
1,823,418
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 8,613,514
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,823,418
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
8,613,514
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
10,436,932
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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
27.2%
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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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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 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) 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) 1,823,418shares 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
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
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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:
<TABLE>
<CAPTION>
Date of # of Shares of Nature of Price per Where and
Transaction Common Stock Transaction Share How Effected
<S> <C> <C> <C> <C>
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
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
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
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
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
</TABLE>
<PAGE>
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 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 sales 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
<PAGE>
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 R,
Schwab and Helen O. Schwab in the principle 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 principle 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./*/
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
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
/s/ Charles R. Schwab
_____________________________
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 fated 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 to Mr. Schwab's Schedule 13D
dated September 22, 1987.
<PAGE>
SECURED DEMAND PROMISSORY NOTE
$650,000 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 principle
amount of six-hundred and fifty thousand Dollars ($650,000) and to pay interest
on the unpaid principle 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 from time to time as its Prime Rate.
Interest on the principle amount hereof outstanding during each calendar
month shall be payable monthly in arrears on the ______ day of each month, and
upon payment in full. Principle and interest shall be payable in lawful money
of the United States of America at the offices 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 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
Borrower create a security interest in the additionally delivered Collateral in
favor of the holder.
Upon the nonpayment of principle 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 brokers' 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
<PAGE>
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 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 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 a 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]
<PAGE>
GUARANTY
The undersigned (jointly and severally if more than one) guarantee (s) the
payment of this Note and consent (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 any time hereafter directly or indirectly in the possession or under he
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
