Delaware | 94-3025021 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Information to be included in the report
Under the Stock Purchase Agreement, Mr. Schwab and the other stockholders have agreed not to participate in the Tender Offer and instead have agreed to sell after completion of the Tender Offer, and the Company has agreed to purchase, 18 million shares (which will be proportionately increased or decreased if the number of shares purchased in the Tender Offer is higher or lower than the number of shares that the Company is currently offering to purchase). The n umber of shares to be repurchased will be calculated to result in Mr. Schwab maintaining the same beneficial ownership interest in the Company's outstanding common stock that he currently has (approximately 18 percent) and does not take into consideration Mr. Schwab's outstanding stock options. The purchase price per share under the Stock Purchase Agreement will be the same as is determined and paid in the Tender Offer. A copy of the Stock Purchase Agreement was included with the Company's Schedule TO Tender Offer Statement, which was filed with the Securities and Exchange Commission on July 3, 2007.
The Charles Schwab Corporation | ||||||||
Date: July 03, 2007 | By: | /s/ Joseph R. Martinetto | ||||||
Joseph R. Martinetto | ||||||||
Executive Vice President and Chief Financial Officer | ||||||||