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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THE CHARLES SCHWAB CORPORATION
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
808513
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 808513 SCHEDULE 13G PAGE 2 OF 9 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANSAMERICA CORPORATION
94-0932740
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 21,455,829* *SEE NOTE TO EXHIBIT A
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
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(8) SHARED DISPOSITIVE POWER
21,455,829* *SEE NOTE TO EXHIBIT A
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,455,829* *SEE NOTE TO EXHIBIT A
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.34%
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(12) TYPE OF REPORTING PERSON
HC
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CUSIP NO. 808513 SCHEDULE 13G PAGE 3 OF 9 PAGES
--------------------- ----- -----
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRANSAMERICA INVESTMENT SERVICES, INC.
94-1632699
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------------------------------------------------------------------
(5) SOLE VOTING POWER
NUMBER OF 0
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 21,455,829
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 0
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
21,455,829
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,455,829
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.34%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
IA
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Item 1(a). Name of Issuer.
The Charles Schwab Corporation
Item 1(b). Address of Issuer's Principal Executive Offices.
101 Montgomery Street
San Francisco, California 94104
Item 2(a). Name of Person Filing.
This statement is filed by Transamerica Investment Services,
Inc. ("TIS") and Transamerica Corporation ("Transamerica")(collectively, the
"Companies").
Item 2(b). Address of Principal Business Office or, if none, Residence.
The address of TIS is 1150 South Olive Street, Los Angeles,
California 90015. The address of Transamerica is 600 Montgomery Street, San
Francisco, California 94111.
Item 2(c). Citizenship.
TIS and Transamerica are Delaware corporations.
Item 2(d). Title of Class of Securities.
Common Stock, $0.01 par value ("Common Stock").
Item 2(e). CUSIP Number.
808513
Item 3. Type of Reporting Person.
Each of the Companies is filing this statement pursuant to
Rules 13d-1(c) and 13d-2(b). TIS is an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940. Transamerica is a parent
holding company in accordance with Rule 13d-1(b)(1)(ii)(G).
Item 4. Ownership.
Reference is hereby made to Items 5-9 and 11 of each of the
cover pages to this statement, which items are incorporated by reference herein.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
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Item 6. Ownership of More Than Five Percent on Behalf of Another
Person.
TIS is deemed to be the beneficial owner of 21,455,829 shares
of Common Stock pursuant to separate arrangements whereby TIS acts as investment
adviser to certain individuals and entities, including Transamerica Occidental
Life Insurance Company ("Occidental") and Occidental's subsidiaries,
Transamerica Life Insurance and Annuity Company ("TALIAC") and Transamerica Life
Insurance Company of Canada ("TLIC Canada"), all of which are insurance
companies as defined in Section 3(a)(19) of the Securities Exchange Act of 1934
and are subsidiaries of Transamerica. Occidental, TALIAC and TLIC Canada
directly own 7,934,288, 1,908,825 and 6,750 shares of Common Stock,
respectively. Each of the individuals and entities for which TIS acts as
investment adviser has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities purchased or
held pursuant to such arrangements.
Transamerica may be deemed to beneficially own 21,455,829
shares of Common Stock, of which 9,850,500 shares are directly owned by
Transamerica. The remaining 11,605,329 shares, including 1,673,717 shares owned
for the benefit of non-affiliate investment advisory clients of TIS, are
beneficially owned by direct and indirect subsidiaries of Transamerica.*
To the knowledge of the Companies, 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 Common Stock.
*See Note to Exhibit A.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Transamerica, which is a parent holding company under Rule
13d-1(b)(1)(ii)(G), is filing this statement pursuant to Rule 13d-1(c) and Rule
13d-2(b) and not pursuant to Rule 13d-1(d). The identity and Item 3
classification of its relevant subsidiaries are set forth on Exhibit A attached
hereto and incorporated herein by reference.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
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Item 10. Certification.
By signing below the undersigned certify that, to the best of
their knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
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Signature
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
February 12, 1999
TRANSAMERICA CORPORATION
By /s/ RICHARD N. LATZER
--------------------------------------
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
TRANSAMERICA INVESTMENT SERVICES, INC.
By /s/ RICHARD N. LATZER
--------------------------------------
Richard N. Latzer
President and Chief Executive Officer
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Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, the undersigned, Transamerica Corporation, a Delaware corporation, and
Transamerica Investment Services, Inc., a Delaware corporation, and each of
them, hereby agree that the statement on Schedule 13G dated February 12, 1999,
and any amendments thereto, are filed on behalf of each of them.
February 12, 1999
TRANSAMERICA CORPORATION
By /s/ RICHARD N. LATZER
--------------------------------------
Richard N. Latzer
Senior Vice President and
Chief Investment Officer
TRANSAMERICA INVESTMENT SERVICES, INC.
By /s/ RICHARD N. LATZER
--------------------------------------
Richard N. Latzer
President and Chief Executive Officer
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Exhibit A
Each of Occidental, TALIAC and TLIC Canada is an insurance
company as defined in Section 3(a)(19) of the Securities Exchange Act of 1934.
TIS is an investment adviser registered under Section 203 of the Investment
Advisers Act of 1940. Each of the above entities is a direct or indirect wholly
owned subsidiary of Transamerica.
Note: Management of the affairs of subsidiaries of
Transamerica, including decisions respecting dispositions and/or voting of the
shares of the Common Stock beneficially owned by such subsidiaries, resides in
respective officers and directors of the subsidiaries and is not directed by
Transamerica or other subsidiaries. Accordingly, the filing of this Schedule 13G
by Transamerica is not intended as, and should not be deemed, an acknowledgment
of beneficial ownership or shared voting or dispositive power by it of the
shares of the Common Stock beneficially owned by its subsidiaries, and such
beneficial ownership or attribution of shared voting or dispositive power is
expressly disclaimed.
