SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
July 18, 2000
(Date of earliest event reported)
THE CHARLES SCHWAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9700 94-3025021
(State or other jurisdiction Commission (I.R.S. Employer
of incorporation or organization) File Number Identification Number)
120 Kearny Street, San Francisco, CA 94108
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (415) 627-7000
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THE CHARLES SCHWAB CORPORATION
Item 5. Other Events
On May 31, 2000, The Charles Schwab Corporation (CSC) completed its merger
(the Merger) with U.S. Trust Corporation (U.S. Trust). Under the terms of the
merger agreement, U.S. Trust became a wholly owned subsidiary of CSC and U.S.
Trust shareholders received 5.1405 shares of CSC's common stock for each common
share of U.S. Trust. The Merger was treated as a non-taxable stock-for-stock
exchange and U.S. Trust's shareholders received 112,000,000 shares of CSC's
common stock. Upon consummation of the Merger, CSC became a financial holding
company and bank holding company subject to supervision and regulation by the
Board of Governors of the Federal Reserve System under the Bank Holding Company
Act of 1956, as amended. The consolidated financial statements and financial
information, included in this Current Report on Form 8-K, give retroactive
effect to the Merger, which was accounted for as a pooling of interests. The
pooling of interests method of accounting requires the restatement of all
periods presented as if CSC and U.S. Trust had been operating as a combined
entity during such periods.
On May 3, 2000, the Board of Directors approved a three-for-two split of
CSC's common stock, which was effected in the form of a 50% stock dividend. The
stock dividend was distributed May 30, 2000 to stockholders of record May 12,
2000. Share and per share information presented throughout this Current Report
on Form 8-K has been restated to reflect the common stock split, including the
common shares issued to U.S. Trust shareholders pursuant to the exchange ratio
described above.
Included in this Current Report on Form 8-K are the audited consolidated
balance sheets of The Charles Schwab Corporation and subsidiaries (the Company)
as of December 31, 1999 and 1998, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the years ended December
31, 1999, 1998 and 1997, together with the Independent Auditors' Reports
thereon, as well as the Company's management's discussion and analysis of
results of operations and financial condition, and supplementary financial
information. Also included in this Current Report on Form 8-K are the unaudited
condensed consolidated balance sheets of the Company as of March 31, 2000 and
December 31, 1999, and the related condensed consolidated statements of income
and cash flows for each of the three months ended March 31, 2000 and 1999,
together with the Company's management's discussion and analysis of results of
operations and financial condition, and supplementary financial information.
Unless otherwise indicated, this report speaks as of December 31, 1999.
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Item 7. Financial Statements and Exhibits
(c) Exhibits
The exhibits listed below are filed as part of this Current Report on
Form 8-K.
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Exhibit
Number Description
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12.1 Computation of Ratio of Earnings to Fixed Charges for the years
ended December 31, 1999, 1998, 1997, 1996 and 1995.
12.2 Computation of Ratio of Earnings to Fixed Charges for the three
month periods ended March 31, 2000 and 1999.
21.1 Subsidiaries of the Registrant.
23.1 Independent Auditors' Consent.
23.2 Consent of Independent Accountants.
27.1 Restated Financial Data Schedule - 1999 (electronic only).
27.2 Restated Financial Data Schedule - 1998 (electronic only).
27.3 Restated Financial Data Schedule - 1997 (electronic only).
27.4 Restated Financial Data Schedule - March 31, 2000
(electronic only).
99.1 Audited consolidated balance sheets of The Charles Schwab
Corporation and subsidiaries (the Company) as of December 31,
1999 and 1998, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the
years ended December 31, 1999, 1998 and 1997, together with
the Independent Auditors' Reports thereon, as well as the
Company's management's discussion and analysis of results of
operations and financial condition, and supplementary
financial information.
99.2 Unaudited condensed consolidated balance sheets of the Company
as of March 31, 2000 and December 31, 1999, and the related
condensed consolidated statements of income and cash flows for
each of the three months ended March 31, 2000 and 1999,
together with the Company's management's discussion and
analysis of results of operations and financial condition, and
supplementary financial information.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE CHARLES SCHWAB CORPORATION
(Registrant)
Date: July 18, 2000 /s/ Christopher V. Dodds
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Christopher V. Dodds,
Executive Vice President and
Chief Financial Officer
