February 9,
2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
February 9,
2000
RESPONSE OF THE OFFICE OF CHIEF COUNSEL
DIVISION OF CORPORATION FINANCE
Re: Charles
Schwab & Co., Inc.
Upon reconsideration, the staff finds it appropriate to clarify our no-action
response issued to you on November 15, 1999, as follows. Specifically, it was
and continues to be our understanding, with respect to Point 6 of your incoming
request letter of November 12, 1999, that
Schwab will transmit an electronic roadshow for a particular offering to
the
Schwab customers described in your letter only if (a) that roadshow does
not exclude any material information (e.g., earnings projections) that is
intended to be included in any other presentation of the roadshow; (b) only one
version of the roadshow is captured for subsequent electronic transmission; and
(c) the content of the electronically transmitted roadshow is consistent with
the content of the statutory prospectus relating to such offering. If any of
these conditions is not satisfied, for example, in situations where
Schwab does not control the offering process and cannot confirm that a
given offering's lead manager [*2]
has satisfied one or more of the foregoing conditions, it is the Division's view
that
Schwab cannot transmit an electronic roadshow in reliance on our November
15, 1999, no-action position.
Sincerely,
Catherine T. Dixon
Chief Counsel