SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
JANUARY 12, 2000
(Date of earliest event reported)
THE CHARLES SCHWAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9700 94-3025021
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(State or other jurisdiction of (Commission (I.R.S. Employer Identification
organization) File Number)
Number)
120 Kearny Street
San Francisco, California 94108
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(Address of principal executive offices) (Zip Code)
415/627-7000
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On January 13, 2000, The Charles Schwab Corporation (the "Company")
announced that it had entered into an Agreement and Plan of Merger dated as of
January 12, 2000 (the "Merger Agreement"), by and among U.S. Trust Corporation
("U.S. Trust"), Patriot Merger Corporation ("Merger Sub") and the Company.
Under the terms of the Merger Agreement, U.S. Trust will become a wholly owned
subsidiary of the Company through the merger of Merger Sub with and into U.S.
Trust (the "Merger").
Under the terms of the Merger Agreement, each common share of U.S. Trust
will be converted into the right to receive 3.427 shares of the Company's common
stock. The Merger is subject to various conditions set forth in the Merger
Agreement, including the adoption of the Merger Agreement by the shareholders
of U.S. Trust, certain regulatory approvals and other customary conditions.
In connection with the Merger Agreement, the Company and U.S. Trust
entered into a Stock Option Agreement dated as of January 12, 2000 (the "Stock
Option Agreement"), under which the Company has the right, under certain
circumstances, to purchase up to 19.9% of U.S. Trust's issued and outstanding
common shares.
On January 13, 2000, the Company and U.S. Trust gave a presentation to
analysts regarding the Merger.
Copies of the Merger Agreement, the press release dated January 13, 2000,
the Stock Option Agreement and the analyst presentation materials are attached
hereto as Exhibits 2.1, 99.1, 99.2 and 99.3, respectively, and incorporated
herein by reference in their entirety.
Exhibit 99.3 to this current report on Form 8-K contains forward-looking
statements that reflect management's goals, objectives and expectations. These
statements relate to, among other things, U.S. investor demographics, benefits
to be realized from the Merger and the pro forma financial impact of the Merger.
Achievement of the expressed goals, objectives and expectations is subject to
certain risks and uncertainties that could cause actual results to differ
materially from those goals, objectives or expectations. Important factors that
may cause such differences include, but are not limited to: economic
disruptions; a severe downturn in the securities markets; changes in the growth
rate of U.S. household assets; outcomes significantly different than assumptions
concerning feasibility, magnitude or timing of expected benefits; intensified
competition in the wealth management arena; and changes in the legal and
regulatory environment. Such forward-looking statements speak only as of the
date on which such statements were made, and the Company undertakes no
obligation to update any forward-looking statement to reflect events or
circumstances after the date on which any such statement is made to reflect the
occurrence of unanticipated events. Additional discussions of the risks faced by
the Company and U.S. Trust are contained in their Annual Reports and Quarterly
Reports on Form 10-K and Form 10-Q, respectively.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE CHARLES SCHWAB CORPORATION
By: /s/ CHRISTOPHER V. DODDS
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Name: Christopher V. Dodds
Title: Executive Vice President and
Chief Financial Officer
Date: January 14, 2000
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