<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 2000
REGISTRATION NO. 333-50812
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
THE CHARLES SCHWAB CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-3025021
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
THE CHARLES SCHWAB CORPORATION
120 KEARNY STREET
SAN FRANCISCO, CALIFORNIA 94108
(415) 627-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
CHRISTOPHER V. DODDS
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
THE CHARLES SCHWAB CORPORATION
120 KEARNY STREET
SAN FRANCISCO, CALIFORNIA 94108
(415) 627-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPY TO:
LAWRENCE B. RABKIN, ESQ.
HOWARD, RICE, NEMEROVSKI, CANADY, FALK & RABKIN
A PROFESSIONAL CORPORATION
THREE EMBARCADERO CENTER, 7TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
TELEPHONE: (415) 434-1600
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. [ ]
------------------------
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, AS AMENDED, 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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<PAGE> 2
PROSPECTUS
THE CHARLES SCHWAB CORPORATION
592,590 SHARES OF COMMON STOCK
This prospectus covers shares of The Charles Schwab Corporation common
stock, par value $0.01 per share, which certain of our shareholders may offer
for sale from time to time. The Selling Shareholders, which are listed on page 6
of this prospectus or in supplements to the prospectus, acquired the shares
being offered in a transaction not involving a public offering. We are
registering the shares under the Securities Act of 1933 on behalf of the Selling
Shareholders in order to permit the public sale or other distribution of the
shares.
The Selling Shareholders may offer and sell the shares from time to time
through ordinary brokerage transactions, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices. We will not realize any proceeds from the sale of the shares by the
Selling Shareholders.
The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in the sale of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
they receive and any profit on the resale of the shares they purchase may be
deemed to be underwriting commissions or discounts under the Securities Act.
Our common stock trades on the New York Stock Exchange under the symbol
"SCH." On December 1, 2000, the closing price of our common stock was $27.3125.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
December 4, 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Incorporation of Certain Documents by Reference............. 3
Note Regarding Forward-Looking Statements................... 4
Where You Can Find More Information......................... 4
The Charles Schwab Corporation.............................. 5
Use of Proceeds............................................. 5
Selling Shareholders........................................ 6
Plan of Distribution........................................ 7
Description of Capital Stock................................ 8
Legal Matters............................................... 8
Experts..................................................... 8
</TABLE>
2
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference into this prospectus:
- Our Annual Report on Form 10-K for the year ended December 31, 1999
except for Item 6 "Selected Financial Data," Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations," Item 7A "Quantitative and Qualitative Disclosures About
Market Risks," Item 8 "Financial Statements and Supplementary Data,"
Exhibit 12.1, Exhibit 13.1, Exhibit 21.1 and Exhibit 27.1 which have been
updated and incorporated by reference in this prospectus. Such items and
exhibits were restated by our Current Report on Form 8-K, filed with the
SEC on July 18, 2000, to give retroactive effect to the merger with U.S.
Trust Corporation, which was accounted for as a pooling of interest.
- Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.
- Our Quarterly Report on Form 10-Q for the quarter ended September 30,
2000.
- Our Current Report on Form 8-K, filed on January 14, 2000.
- Our Current Report on Form 8-K, filed on February 22, 2000.
- Our Current Report on Form 8-K, filed on May 23, 2000.
- Our Current Report on Form 8-K, filed on July 18, 2000.
- Our Current Report on Form 8-K, filed on July 18, 2000.
Each future filing we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
and prior to the time all of the securities offered by this prospectus are sold
will be incorporated by reference into this prospectus on the date of filing.
We will furnish without charge to each person to whom this prospectus is
delivered, on the written or oral request of the person, a copy of any or all of
the documents incorporated by reference into this prospectus, except for the
exhibits to the documents. Requests should be made to:
The Charles Schwab Corporation
Investor Relations Department
101 Montgomery Street
San Francisco, California 94104
(415) 636-2787
Any statement contained in a document or information incorporated by
reference in this prospectus will be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
subsequently filed document that also is incorporated by reference, modifies or
supersedes the statement. Any modified or superseded statement shall not, except
as so modified or superseded, constitute a part of this prospectus. The
modification or superseding of a statement does not mean that the statement,
when made, was untrue or misleading.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you
3
<PAGE> 5
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of these documents.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the information incorporated by reference,
contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Forward-looking statements
are identified by words such as "believe," "anticipate," "expect," "intend,"
"plan," "will," "may" and other similar expressions. In addition, any statements
that refer to expectations, projections or other characterizations of future
events or circumstances are forward-looking statements. These forward-looking
statements, which reflect management's beliefs, objectives and expectations as
of the date hereof or, in the case of documents which are incorporated by
reference, on the date of those documents, are necessarily estimates based on
the best judgment of our senior management. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this prospectus or, in the case of documents incorporated by reference,
as of the date of those documents.
Achievement of the expressed beliefs, objectives and expectations is
subject to certain risks and uncertainties that could cause actual results to
differ materially from those beliefs, objectives and expectations, including,
but not limited to, those contained in our Annual Report on Form 10-K for the
year ended December 31, 1999 (except for Item 6 "Selected Financial Data," Item
7 "Management's Discussion and Analysis of Financial Condition and Results of
Operations," Item 7A "Quantitative and Qualitative Disclosures About Market
Risks," Item 8 "Financial Statements and Supplementary Data," Exhibit 12.1,
Exhibit 13.1, Exhibit 21.1 and Exhibit 27.1 which have been updated and
incorporated by reference in this prospectus. Such items and exhibits were
restated by our Current Report on Form 8-K, filed with the SEC on July 18, 2000,
to give retroactive effect to the merger with U.S. Trust Corporation, which was
accounted for as a pooling of interests), in our Quarterly Reports on Form 10-Q
for the quarterly periods ended June 30, 2000 and September 30, 2000 and in our
Current Reports on Form 8-K filed with the Securities and Exchange Commission on
January 14, 2000, February 22, 2000, May 23, 2000, July 18, 2000 and July 18,
2000 (which are incorporated into this document by reference).
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Our SEC file number is
1-9700. Our SEC filings are available to the public through commercial document
retrieval services and over the Internet at the SEC's website at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference rooms in Washington, D.C. at 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, the SEC has public reference rooms in New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms.
We encourage review of any documents and reports we will file after the
date of this prospectus as required by Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act.
4
<PAGE> 6
THE CHARLES SCHWAB CORPORATION
The Charles Schwab Corporation is a financial holding company engaged,
through its subsidiaries, in securities brokerage and related financial
services. Our operating subsidiaries include:
- Charles Schwab & Co., Inc., a securities broker-dealer with branch
offices nationwide as well as in the Commonwealth of Puerto Rico and the
U.S. Virgin Islands.
- U.S. Trust Corporation, an investment management firm that through its
subsidiaries also provides fiduciary services and private banking
services.
- Charles Schwab Europe, a retail securities brokerage firm located in the
United Kingdom.
- Charles Schwab Investment Management, Inc., the investment advisor for
our proprietary mutual funds.
- Schwab Capital Markets L.P., a market maker in Nasdaq and other
securities and provider of trade execution services to broker-dealers and
institutional clients.
- CyBerCorp Holdings, Inc., an electronic trading technology and brokerage
firm providing Internet-based services to highly active, online
investors.
We were incorporated in Delaware in November 1986. Charles Schwab & Co.,
Inc. was incorporated in California in 1971 and merged in 1983 with a subsidiary
of BankAmerica Corporation (currently, Bank of America Corporation). We acquired
Charles Schwab & Co., Inc. in a management-led leveraged buyout in March 1987
and became a publicly held company in September 1987. Our principal executive
offices are located at 120 Kearny Street, San Francisco CA 94108 (telephone
number (415) 627-7000). Our website is http://www.schwab.com. This reference to
our website address does not constitute incorporation by reference of the
information contained in the website.
All references to "we," "us" or to "Schwab" in this prospectus are to The
Charles Schwab Corporation.
USE OF PROCEEDS
We will not receive any proceeds from the Selling Shareholders' sale of any
shares of common stock, but will pay all expenses related to the registration of
the shares.
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<PAGE> 7
SELLING SHAREHOLDERS
The shares offered by this document are being offered by the Selling
Shareholders named in the table below. The table contains information concerning
the Selling Shareholders' beneficial ownership of our common stock as of
December 1, 2000 and the number of shares registered in the offering. Such
information was furnished to us by the Selling Shareholders. The Selling
Shareholders have sole voting power and investment power with respect to all
shares of the common stock shown as beneficially owned by them, subject to
community property laws, where applicable.
<TABLE>
<CAPTION>
SHARES SHARES
OWNED PRIOR TO REGISTERED IN
NAME THE OFFERING(1) THE OFFERING
---- --------------- -------------
<S> <C> <C>
Steven J. Beaman........................... 197,530 197,530
Gregory J. Forsythe........................ 197,530 197,530
Robi Elnekave.............................. 197,530 197,530
------- -------
Totals................................... 592,590 592,590
======= =======
</TABLE>
-------------------------
(1) Each of the Selling Shareholders has beneficial ownership of less than 1% of
our outstanding shares of common stock.
Because the Selling Shareholders may use this prospectus to sell all or
some portion of the common stock they presently own, no estimate can be given as
to the number of shares that each Selling Shareholder will hold after any sale.
In addition, the Selling Shareholders may have sold, transferred or otherwise
disposed of all or a portion of their shares since the date on which they
provided the information to us in transactions exempt from the registration
requirements of the Securities Act.
Only Selling Shareholders identified above who beneficially own the common
stock in the table on the effective date of the registration statement of which
this prospectus is a part may sell shares pursuant to this prospectus. We may
from time to time include additional Selling Shareholders in supplements to this
prospectus.
Each of the Selling Shareholders was an employee and owner of Chicago
Investment Analytics, Inc. which we acquired in November 2000 when Chicago
Investment Analytics was merged into Schwab Holdings, Inc., a wholly owned
subsidiary of The Charles Schwab Corporation. Each of the Selling Shareholders
on the date of this prospectus is an employee of Charles Schwab & Co., an
indirect wholly owned subsidiary of Schwab. Except for their employment, none of
the Selling Shareholders listed above had any material relationship with us,
other than as a result of the ownership of the shares, within the three-year
period ending on the date of this prospectus.
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<PAGE> 8
PLAN OF DISTRIBUTION
The shares being offered in this prospectus were originally acquired by the
initial holders of the shares in a private offering in November 2000 as
consideration for our acquisition of Chicago Investment Analytics. As part of
the terms of the acquisition, we entered into a registration rights agreement
with the initial Selling Shareholders. The registration rights agreement
required us to file the registration statement of which this prospectus is a
part to cover the resale of the shares by the Selling Shareholders. We also
agreed to use all reasonable efforts to keep the registration statement
effective until November 14, 2001.
All costs, expenses and fees in connection with the registration of the
shares offered by this prospectus will be paid by us. Brokerage commission and
similar selling expenses, if any, attributable to the sale of shares will be
paid by the Selling Shareholders.
The Selling Shareholders may sell the shares from time to time in one or
more types of transactions (which may include block transactions) on the New
York Stock Exchange, in the over-the-counter market, in negotiated private
transactions not effected on any exchange, through put or call options
transactions relating to the shares, through short sales or a combination of
such methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The Selling Shareholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriter or coordinating
broker in connection with the proposed sale of shares by the Selling
Shareholders.
The Selling Shareholders may sell directly to purchasers or to or through
broker-dealers that may act as agents or principals. Such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders and/or the purchasers of shares for whom such
broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Shareholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received by
such broker-dealers and any profit on the resale of the shares, including the
shares sold by them while acting as principals, might be deemed to be
underwriting discounts or commissions under the Securities Act.
We have agreed to indemnify each Selling Shareholder against certain
liabilities, including liabilities arising under the Securities Act. The Selling
Shareholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
Because Selling Shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the Selling Shareholders may be
subject to the prospectus delivery requirements of the Securities Act.
Selling Shareholders also may resell all or a portion of the shares they
receive in open market transactions in reliance upon Rule 144 under the
Securities Act, provided that they meet its criteria and conform to its
requirements.
If a Selling Shareholder notifies us that the Selling Shareholder has
entered into any material arrangement with an underwriter or broker-dealer for a
sale through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or
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dealer, we will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 2,000,000,000 shares of common
stock, par value $0.01 per share, of which, as of November 24, 2000,
1,384,828,129 shares were issued and outstanding, and 9,940,000 shares of
preferred stock, par value $0.01 per share, of which, as of November 24, 2000,
no shares were issued and outstanding.
COMMON STOCK. Each holder of our common stock is entitled to one vote per
share for the election of directors and for all other matters to be voted upon
by our shareholders. Our certificate of incorporation does not provide for
cumulative voting. Our board of directors is divided into three classes.
Holders of shares of our common stock are entitled to receive dividends out
of funds legally available for distribution if and when declared by the board of
directors, and, subject to the rights of any preferred stock that may be
outstanding in the future, to share ratably in the assets legally available for
distribution to our shareholders in the event of our liquidation, dissolution or
winding-up. Holders of our common stock have no preemptive, subscription,
redemption or conversion rights. The shares being sold pursuant to this
prospectus are fully paid and nonassessable.
PREFERRED STOCK. Our board of directors has the power, without further
action by the shareholders, to issue preferred stock as a class without series,
or in one or more series, and to fix the voting rights, designations,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations and restrictions applicable to the preferred
stock.
The rights of holders of our common stock as described above will be
subject to, and may be adversely affected by, the rights of holders of any
preferred stock that may be issued in the future. The board of directors may
cause shares of preferred stock to be issued to obtain additional financing; in
connection with acquisitions; to our and our subsidiaries' officers, directors
and employees pursuant to benefit plans or otherwise; and for other proper
corporate purposes. Shares of preferred stock issued by us could, under certain
circumstances, make it more difficult for a third party to gain control of us.
We have no current plans or agreements to issue any series of preferred stock in
the future.
LEGAL MATTERS
Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional
Corporation, will pass on the legality of our common stock offered in this
document. Directors of that firm beneficially own an aggregate of less than 1%
of our common stock.
EXPERTS
The audited consolidated financial statements and the related consolidated
financial statement schedules of The Charles Schwab Corporation and subsidiaries
as of December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999 incorporated in this prospectus by reference from The
Charles Schwab Corporation's Current
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Report on Form 8-K filed on July 18, 2000 have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, dated February 16, 2000
(July 17, 2000 as to Notes 1, 17 and 21), which is incorporated by reference in
this prospectus, and have been so incorporated in reliance upon the report of
Deloitte & Touche LLP given upon their authority as experts in accounting and
auditing. Their report on the consolidated financial statements expresses an
unqualified opinion, references the report of other auditors and includes an
explanatory paragraph related to an accounting change to conform with Statement
of Position 98-1.
The audited consolidated financial statements and the related consolidated
financial statement schedules of U.S. Trust Corporation and its subsidiaries as
of December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999 incorporated in this prospectus by reference from The
Charles Schwab Corporation's Current Report on Form 8-K filed on July 18, 2000
have been audited by PricewaterhouseCoopers LLP, independent accountants, as
stated in their report, which are incorporated by reference in this prospectus,
and have been so incorporated in reliance upon the reports of
PricewaterhouseCoopers LLP given upon their authority as experts in accounting
and auditing.
-------------------------
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this prospectus in connection with the offer made
by this prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by us or the selling
stockholders, if any. Neither the delivery of this prospectus nor any sale made
using this prospectus shall, under any circumstances, create any implication
that there has not been any change in the facts included in this prospectus or
in our affairs since the date of this prospectus. This prospectus does not
constitute an offer or solicitation by anyone in any jurisdiction in which an
offer or solicitation is not authorized or in which the person making the offer
or solicitation is not qualified to do so or to anyone to whom it is unlawful to
make the offer or solicitation.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses payable in connection
with the issuance and distribution of the securities being registered. All
amounts are estimated except the Securities and Exchange Commission registration
fee and the New York Stock Exchange listing fee.
<TABLE>
<CAPTION>
AMOUNT
-------
<S> <C>
SEC registration fee........................................ $ 4,224
New York Stock Exchange listing fee......................... 6,800
Printing expenses........................................... 10,000
Legal fees and expenses..................................... 15,000
Accounting fees and expenses................................ 10,000
Miscellaneous............................................... 776
-------
Total..................................................... $46,800
=======
</TABLE>
The above fees will be payable by The Charles Schwab Corporation.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Fourth Restated Certificate of Incorporation provides that, pursuant to
Delaware law, our directors will not be personally liable to us or our
stockholders for monetary damages arising from a breach or alleged breach of a
director's fiduciary duty, with specific exceptions. The exceptions relate to
(i) any breach of the director's duty of loyalty to us or our stockholders, (ii)
acts or omissions that are not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) approval by a director of
certain unlawful dividend payments, distributions or stock redemptions or
repurchases or (iv) engaging in a transaction from which a director derives an
improper personal benefit. Among the types of breaches for which directors will
not be liable are those resulting from negligent or grossly negligent behavior.
Our Second Restated Bylaws also provide for the indemnification of both our
directors and officers within the limitations provided by Delaware law. Section
145 of the Delaware General Corporation Law authorizes indemnification of
directors and officers for actions taken in good faith and in a manner such
person reasonably believed to be in, or not opposed to, our best interests. This
provision is sufficiently broad to permit indemnification under certain
circumstances for liabilities (and for reimbursement of expenses incurred)
arising under the Securities Act of 1933, as amended. We have entered into
indemnity agreements with our directors that contain provisions that are in some
respects broader than the specified indemnification provisions contained in
Delaware law.
We have obtained directors' and officers' liability and corporate
reimbursement insurance covering all of our officers and directors and the
officers and directors of our subsidiaries and providing for the reimbursement
of amounts paid by us or our subsidiaries to directors and officers pursuant to
indemnification arrangements, subject to certain deductibles and coinsurance
provisions.
II-1
<PAGE> 12
ITEM 16. EXHIBITS
a. Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT TITLE
----------- -------------
<C> <S>
4.1 Fourth Restated Certificate of Incorporation, effective July
30, 1999, of the Registrant, which includes amendments
through May 20, 1999, filed as Exhibit 3.10 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated herein by
reference.
4.2* Registration Rights Agreement, dated as of November 3, 2000,
by and among the Registrant, and the Selling Shareholders.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.3 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation (contained in its opinion filed
as Exhibit 5.1 to this Registration Statement).
</TABLE>
-------------------------
* Previously filed.
b. Financial Statement Schedules.
None.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
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<PAGE> 13
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 14
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. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, California on this 4th
day of December, 2000.
THE CHARLES SCHWAB CORPORATION
By: /s/ CHRISTOPHER V. DODDS
-----------------------------------
Christopher V. Dodds
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities indicated on December 4, 2000.
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE
------------------ -----
<C> <C> <S>
* Chairman, Co-Chief
--------------------------------------------- Executive Officer and
Charles R. Schwab Director
(principal executive
officer)
* Co-Chief Executive Officer,
--------------------------------------------- President and Director
David S. Pottruck (principal executive
officer)
</TABLE>
II-4
<PAGE> 15
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE
------------------ -----
<C> <C> <S>
/s/ CHRISTOPHER V. DODDS Executive Vice President and
--------------------------------------------- Chief Financial Officer
Christopher V. Dodds (principal financial and
accounting officer)
* Director
---------------------------------------------
Nancy H. Bechtle
* Director
---------------------------------------------
C. Preston Butcher
* Director
---------------------------------------------
Donald G. Fisher
* Director
---------------------------------------------
Anthony M. Frank
* Director
---------------------------------------------
Frank C. Herringer
* Director
---------------------------------------------
Jeffrey S. Maurer
* Director
---------------------------------------------
Stephen T. McLin
* Director
---------------------------------------------
Condoleezza Rice
* Director
---------------------------------------------
Arun Sarin
* Director
---------------------------------------------
H. Marshall Schwarz
* Director
---------------------------------------------
George P. Shultz
* Director
---------------------------------------------
Roger O. Walther
*By: /s/ CHRISTOPHER V. DODDS
---------------------------------------
Christopher V. Dodds
Attorney-in-fact
</TABLE>
II-5
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.1 Fourth Restated Certificate of Incorporation, effective July
30, 1999, of the Registrant, which includes amendments
through May 20, 1999, filed as Exhibit 3.10 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 and incorporated herein by
reference.
4.2* Registration Rights Agreement, dated as of November 3, 2000,
by and among the Registrant and the Selling Shareholders.
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.3 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation (contained in its opinion filed
as Exhibit 5.1 to this Registration Statement).
</TABLE>
-------------------------
* Previously filed.
