ThZeal - The Zeal

SC 13G 1 schedule13g-el.txt SCHEDULE 13G DATED 11/26/02 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. __)* E-Loan, Inc. ________________________________________________________________________________ (Name of Issuer) Common Stock ($0.001 par value) ________________________________________________________________________________ (Title of Class of Securities) 26861P 10 7 ________________________________________________________________________________ (CUSIP Number) November 26, 2002 ________________________________________________________________________________ (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).

_______________________________________ PAGE 4 OF 7 PAGES ____________ ____________ _______________________________________ SCHEDULE 13G ITEM 1(a). NAME OF ISSUER: E-Loan, Inc. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 5875 Arnold Road, Suite 100 Dublin, California 94568 ITEM 2(a). NAMES OF PERSONS FILING: The Charles Schwab Corporation ("TCSC") Charles Schwab & Co., Inc. ("CS&Co") ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICES: The address for each of the reporting persons is: 101 Montgomery Street, San Francisco, CA 94104 ITEM 2(c). CITIZENSHIP: TCSC: Delaware, USA CS&Co: California, USA ITEM 2(d). TITLE OF CLASS OF SECURITIES: E-Loan, Inc. Common Stock ($0.001 Par Value) ("Common Stock") ITEM 2(e). CUSIP NUMBER: 26861P 10 7 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 7,889,000 (b) Percent of Class: 11.8% _______________________________________ PAGE 5 OF 7 PAGES ____________ ____________ _______________________________________ (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition: 0 (iv) Shared power to dispose or to direct the disposition: 7,889,000, of which CS&Co has a warrant for 1,389,000 shares of E-Loan Common Stock exercisable at a price of $5.00 per share, and CS&Co. has a warrant for 6,500,000 shares of E-Loan Common Stock exercisable at a price of $3.75 per share (provided that, this warrant cannot be exercised unless the average of the last five closing prices per share of the E-Loan Common Stock is equal to or greater than $5.75 per share). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. CS&Co. is a wholly owned subsidiary of TCSC. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not Applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my 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. _______________________________________ PAGE 6 OF 7 PAGES ____________ ____________ _______________________________________ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 3, 2002 THE CHARLES SCHWAB CORPORATION /s/ CHRISTOPHER V. DODDS _______________________________________________ By: Christopher V. Dodds Executive Vice President and Chief Financial Officer CHARLES SCHWAB & CO., INC. /s/ CHRISTOPHER V. DODDS _______________________________________________ By: Christopher V. Dodds Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit Exhibit Description _______ ___________________ A Agreement of joint filing _______________________________________ PAGE 7 OF 7 PAGES ____________ ____________ _______________________________________ EXHIBIT A AGREEMENT OF JOINT FILING The undersigned agree that a single Schedule 13G and any amendment thereto relating to the common stock of E-Loan, Inc., $0.001 par value, shall be filed on behalf of each of the undersigned. Dated: December 3, 2002 THE CHARLES SCHWAB CORPORATION /s/ CHRISTOPHER V. DODDS _______________________________________________ By: Christopher V. Dodds Executive Vice President and Chief Financial Officer CHARLES SCHWAB & CO., INC. /s/ CHRISTOPHER V. DODDS _______________________________________________ By: Christopher V. Dodds Executive Vice President and Chief Financial Officer