-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, McOeCSK384pqhDzlAUMZqRo3/JWhsu3BrNJW/LX0qlcBkjyZj1sC2XINHoQABmK4 NOYwfCHdTsjeXBO423E+4w== 0000899140-97-000153.txt : 19970220 0000899140-97-000153.hdr.sgml : 19970220 ACCESSION NUMBER: 0000899140-97-000153 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 19970207 SROS: AMEX GROUP MEMBERS: BENJAMIN NAZARIAN GROUP MEMBERS: DBN INVESTMENT COMPANY GROUP MEMBERS: DR. PEJMAN SALIMPOUR GROUP MEMBERS: NEIL KADISHA GROUP MEMBERS: NIPPON TEX INC. PROFIT SHAR. PLAN DTD 6/25/96 GROUP MEMBERS: PIONEER VENTURE FUND GROUP MEMBERS: UNION COMMUNICATIONS COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRISCHS RESTAURANTS INC CENTRAL INDEX KEY: 0000039047 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 310523213 STATE OF INCORPORATION: OH FISCAL YEAR END: 0530 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36806 FILM NUMBER: 97519796 BUSINESS ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH ZIP: 45206 BUSINESS PHONE: 5139612660 MAIL ADDRESS: STREET 1: 2800 GILBERT AVE CITY: CINCINNATI STATE: OH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER VENTURE FUND CENTRAL INDEX KEY: 0001032400 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 951547139 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2000 PASADENA AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90031 BUSINESS PHONE: 2132231114 MAIL ADDRESS: STREET 1: 2000 PASADENA AVENUE CITY: LOS ANGELES STATE: CA ZIP: 90031 SC 13D 1 SCHDEULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* Frisch's Restaurants, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 358748 10 1 (CUSIP Number) Benjamin Nazarian Pioneer Venture Fund 2000 Pasadena Avenue Los Angeles, California (213) 223-1114 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) - with a copy to - Thomas M. Cerabino, Esq. Willkie Farr & Gallagher 153 East 53rd Street New York, New York 10022 January 28, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). SEC 1746 (12-91) 2 SCHEDULE 13D - ----------------------------------------------------------- CUSIP No. 358748 10 1 - ----------------------------------------------------------- - ----------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Pioneer Venture Fund - ----------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------- ------------------------------------------------------------------ 3 SEC USE ONLY - ----------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* AF, OO - ----------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - --------------------- --------- ---------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY --------- ---------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 252,451 WITH --------- ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 252,451 - ----------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 252,451 - ----------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - ----------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - ----------- ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 SCHEDULE 13D - ----------------------------------------------------------- CUSIP No. 358748 10 1 - ----------------------------------------------------------- - ----------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Union Communications Company - ----------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------- ------------------------------------------------------------------ 3 SEC USE ONLY - ----------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* OO - ----------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - --------------------- --------- ---------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY --------- ---------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 32,612 WITH --------- ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 32,612 - ----------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 32,612 - ----------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.5% - ----------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - ----------- ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 4 SCHEDULE 13D - ----------------------------------------------------------- CUSIP No. 358748 10 1 - ----------------------------------------------------------- - ----------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DBN Investment Company - ----------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------- ------------------------------------------------------------------ 3 SEC USE ONLY - ----------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC, OO - ----------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION California - --------------------- --------- ---------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY --------- ---------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 15,704 WITH --------- ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 15,704 - ----------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 15,704 - ----------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - ----------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* PN - ----------- ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 5 SCHEDULE 13D - ----------------------------------------------------------- CUSIP No. 358748 10 1 - ----------------------------------------------------------- - ----------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Benjamin Nazarian - ----------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------- ------------------------------------------------------------------ 3 SEC USE ONLY - ----------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* PF, AF, OO - ----------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ---------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 46,324 BENEFICIALLY OWNED BY --------- ---------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 300,767 WITH --------- ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 46,324 --------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 323,127 - ----------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 369,451 - ----------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2% - ----------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ----------- ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 6 SCHEDULE 13D - ----------------------------------------------------------- CUSIP No. 358748 10 1 - ----------------------------------------------------------- - ----------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. Pejman Salimpour - ----------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------- ------------------------------------------------------------------ 3 SEC USE ONLY - ----------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* PF, OO - ----------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ---------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 22,360 BENEFICIALLY OWNED BY --------- ---------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH --------- ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 22,360 - ----------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 22,360 - ----------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3% - ----------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ----------- ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 7 SCHEDULE 13D - ----------------------------------------------------------- CUSIP No. 358748 10 1 - ----------------------------------------------------------- - ----------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Neil Kadisha - ----------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------- ------------------------------------------------------------------ 3 SEC USE ONLY - ----------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* PF, OO - ----------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ---------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 14,144 BENEFICIALLY OWNED BY --------- ---------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 0 WITH --------- ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 14,144 --------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 14,144 - ----------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2% - ----------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* IN - ----------- ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 8 SCHEDULE 13D - ----------------------------------------------------------- CUSIP No. 358748 10 1 - ----------------------------------------------------------- - ----------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nippon Tex Inc. Profit Sharing Plan dated June 25, 1996 - ----------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - ----------- ------------------------------------------------------------------ 3 SEC USE ONLY - ----------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC - ----------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - --------------------- --------- ---------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY --------- ---------------------------------------------- EACH 8 SHARED VOTING POWER REPORTING PERSON 2,600 WITH --------- ---------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------- ---------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,600 - ----------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,600 - ----------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% - ----------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON* EP - ----------- ------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 9 This Schedule 13D is being filed on behalf of (1) Pioneer Venture Fund, a California general partnership ("PVF"), (2) Union Communications Company, a California limited partnership ("UCC"), (3) DBN Investment Company, a California general partnership ("DBN"), (4) Benjamin Nazarian ("Nazarian"), (5) Dr. Pejman Salimpour ("Salimpour"), (6) Neil Kadisha ("Kadisha") and (7) Nippon Tex Inc. Profit Sharing Plan dated June 25, 1996, a trust organized under the laws of the State of New York ("Nippon PSP"), relating to the Common Stock, no par value (the "Common Stock"), of Frisch's Restaurants, Inc., an Ohio corporation (the "Company"). Each of the Reporting Persons (defined below) has acquired direct ownership of shares (the "Shares") of the Common Stock. Item 1. Security and Issuer. This statement relates to the Common Stock of the Company. The principal executive offices of the Company are located at 2800 Gilbert Avenue, Cincinnati, Ohio 45206. Item 2. Identity and Background. (a) This statement is filed by PVF, UCC, DBN, Nazarian, Salimpour, Kadisha and Nippon PSP (collectively, the "Reporting Persons.") Attached as Exhibit 1 and incorporated by reference herein is the information required by Item 2 as to the general partners of PVF, UCC and DBN, and the trustees of Nippon PSP. (b) The address of the principal business and principal office of each of PVF, UCC and DBN is 2000 Pasadena Avenue, Los Angeles, California 90031. Nazarian's business address is 2000 Pasadena Avenue, Los Angeles, California 90031. Salimpour's business address is Encino Medical Tower, 16260 Ventura Boulevard, #210, Encino, California 91436. Kadisha's business address is 1931 N. Broadway, Los Angeles, California 90031. The address of the principal business and principal office of Nippon PSP is c/o Nippon Tex Inc., 55 West 39th Street, New York, New York 10018, Attention: Eli Sassouni. (c) The principal business of each of PVF, UCC and DBN is that of a partnership engaged in making investments. Nazarian's principal occupation is acting as Vice President, Head of Investments of UCC. Salimpour's principal occupation is physician. Kadisha's principal occupation is acting as President of STADCO, a company engaged in high precision industrial machining. The principal business of Nippon PSP is that of a profit sharing plan. The business address of each of the Reporting Persons is given in response to section (b) above. 10 (d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of the individuals referred to in paragraph (a) above is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds required by PVF to purchase the Shares it owns directly was $3,562,690.10 and was furnished from (i) a loan from UCC in the amount of $1,801,000, as evidenced by a promissory note, a copy of which is attached hereto as Exhibit 2 and is incorporated herein by reference, and (ii) a margin loan from Prudential Securities Incorporated ("Prudential"), made by Prudential in the ordinary course of its business. A copy of the Margin Agreement between PVF and Prudential is attached hereto as Exhibit 3 and is incorporated herein by reference. The total amount of funds required by UCC to purchase the Shares it owns directly was $388,463.73 and was furnished from margin loans from Prudential and Lehman Brothers Inc. ("Lehman"), made by Prudential and Lehman in the ordinary course of their respective businesses. Copies of the Margin Agreements between UCC and each of Prudential and Lehman are attached hereto as Exhibits 4(a) and 4(b) respectively, and are incorporated herein by reference. The total amount of funds required by DBN to purchase the Shares it owns directly was $167,061.24 and was furnished from (i) the working capital of DBN and (ii) a margin loan from Prudential, made by Prudential in the ordinary course of its business. A copy of the Margin Agreement between DBN and Prudential is attached hereto as Exhibit 5 and is incorporated herein by reference. The total amount of funds required by Nazarian to purchase the Shares he owns directly was $688,450.32 and was furnished from (i) Nazarian's personal funds, (ii) a loan from UCC in the amount of $400,000, as evidenced by a promissory note, a copy of which is attached hereto as Exhibit 6 and is incorporated herein by reference, and (iii) margin loans from Kennedy, Cabot & Co. ("KCC") and Lehman, made by KCC and Lehman in the ordinary course of their 11 respective businesses. Copies of the Margin Agreements between Nazarian and each of KCC and Lehman are attached hereto as Exhibits 7(a) and 7(b) respectively, and are incorporated herein by reference. The total amount of funds required by Salimpour to purchase the Shares he owns directly was $279,296 and was furnished from (i) Salimpour's personal funds and (ii) a margin loan from Prudential, made by Prudential in the ordinary course of its business. A copy of the Margin Agreement between Salimpour and Prudential is attached hereto as Exhibit 8 and is incorporated herein by reference. The total amount of funds required by Kadisha to purchase the Shares he owns directly was $181,564.50 and was furnished from (i) Kadisha's personal funds and (ii) a margin loan from Prudential, made by Prudential in the ordinary course of its business. A copy of the Margin Agreement between Kadisha and Prudential is attached hereto as Exhibit 9 and is incorporated herein by reference. The total amount of funds required by Nippon PSP to purchase the Shares it owns directly was $34,071.50 and was furnished from the working capital of Nippon PSP. Item 4. Purpose of Transaction. The Reporting Persons acquired the Shares owned by them as an investment. The Reporting Persons intend to review on a continuing basis their investment in the Shares and take such actions with respect to their investment as they deem appropriate in light of the circumstances existing from time to time. Such actions could include, among other things, purchasing additional shares of Common Stock, discussing with Company management or other significant holders of the Common Stock matters related to the Company, including but not limited to enhancing shareholder value, and/or seeking representation on the Company's Board of Directors. The Reporting Persons (or any of them) could also determine to dispose of their Shares, in whole or in part, at any time. Any such decision would be based on an assessment by such Reporting Persons of a number of different factors, including, without limitation, the business, prospects and affairs of the Company, the market for the Common Stock, the condition of the securities markets, general economic and industry conditions and other opportunities available to the Reporting Persons. Any purchases or dispositions of Shares may be effected through open market purchases or other types of transactions. Except as set forth above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of 12 the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons beneficially own an aggregate of 386,195 Shares. Based on information contained in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 29, 1997, the Shares held by the Reporting Persons represent approximately 5.4% of the outstanding Shares. PVF beneficially owns 252,451 Shares, representing approximately 3.5% of the outstanding Shares. UCC beneficially owns 32,612 Shares, representing approximately 0.5% of the outstanding Shares. DBN beneficially owns 15,704, representing approximately 0.2% of the outstanding Shares. Nazarian directly owns 46,324 Shares, representing approximately 0.6% of the outstanding Shares. Salimpour beneficially owns 22,360 Shares, representing approximately 0.3% of the outstanding Shares. Kadisha beneficially owns 14,144 Shares, representing approximately 0.2% of the outstanding Shares. Nippon PSP beneficially owns 2,600 Shares, representing approximately 0.04% of the outstanding Shares. By reason of the control Nazarian exercises with respect to the investments of PVF, UCC and DBN, as described in Item 6, Nazarian may be deemed under Rule 13d-3 ("Rule 13d-3") under the Securities Exchange Act of 1934 (the "Exchange Act") to own beneficially all of the Shares owned by PVF, UCC and DBN. By reason of a limited power of attorney executed by Salimpour giving Nazarian certain powers as described in Item 6, Nazarian may be deemed under Rule 13d-3 to own beneficially all of the Shares which Salimpour beneficially owns. Thus, Nazarian may be deemed to have beneficial ownership of 369,451 Shares, representing approximately 5.2% of the outstanding Shares. (b) Each of PVF, UCC and DBN share with Nazarian the power to vote or to direct the vote and the power to dispose or to direct the disposition of the Shares owned directly by them. Nazarian has the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of the 46,324 Shares owned directly by him, and shares the power to dispose or to direct the disposition of the 22,360 Shares owned directly by Salimpour. Salimpour has the sole power to vote or to direct the vote of the 22,360 Shares owned directly by him. Both Kadisha and Nippon PSP have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of the Shares owned by them. 13 (c) All transactions in the Common Stock effected by the Reporting Persons during the past sixty days are listed on the attached Exhibit 10, which is incorporated herein by reference. All transactions listed were made through brokers in open market transactions effected on the American Stock Exchange. (d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of securities is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Nazarian controls, in practice, the investment decisions of PVF, UCC and DBN. Salimpour has executed a limited power of attorney, giving Nazarian shared power of disposition, but not voting power, over the Shares held by Salimpour. This limited power of attorney is attached hereto as Exhibit 11 and is incorporated herein by reference. Pursuant to Rule 13d-1(f) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this statement, and any amendment or amendments hereto, which is attached hereto as Exhibit 12 and is incorporated herein by reference. Except as described herein and by reference to Items 3 and 4 above, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company. By virtue of the relationships among the Reporting Persons as described in Item 2, the Reporting Persons may be deemed to be a "group" under the Federal securities laws. Item 7. Material to be Filed as Exhibits. Exhibit 1 Information relating to general partners of PVF, UCC and DBN, and the trustees of Nippon PSP Exhibit 2 Promissory Note made by PVF for the benefit of UCC Exhibit 3 Margin Agreement between PVF and Prudential Exhibit 4(a) Margin Agreement between UCC and Prudential 14 Exhibit 4(b) Form of Margin Agreement between UCC and Lehman Exhibit 5 Margin Agreement between DBN and Prudential Exhibit 6 Promissory Note made by Nazarian for the benefit of UCC Exhibit 7(a) Margin Agreement between Nazarian and KCC Exhibit 7(b) Form of Margin Agreement between Nazarian and Lehman Exhibit 8 Margin Agreement between Salimpour and Prudential Exhibit 9 Margin Agreement between Kadisha and Prudential Exhibit 10 Schedule of transactions in the Common Stock by the Reporting Persons during the past sixty days Exhibit 11 Limited Power of Attorney of Salimpour Exhibit 12 Joint Filing Agreement 15 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: February 6, 1997 PIONEER VENTURE FUND By: /s/ Benjamin Nazarian Name: Benjamin Nazarian Title: General Partner UNION COMMUNICATIONS COMPANY By: /s/ Parviz Nazarian Name: Parviz Nazarian Title: General Partner DBN INVESTMENT COMPANY By: /s/ Benjamin Nazarian Name: Benjamin Nazarian Title: General Partner /s/ Benjamin Nazarian Benjamin Nazarian /s/ Dr. Pejman Salimpour Dr. Pejman Salimpour 16 /s/ Neil Kadisha Neil Kadisha NIPPON TEX INC. PROFIT SHARING PLAN DATED JUNE 25, 1996 By: /s/ Eli Sassouni Name: Eli Sassouni Title: Trustee EX-99.1 2 INFO RE GEN PARTNERS OF PVF, UCC AND DBN Exhibit 1 Information relating to General Partners of PVF, UCC and DBN, and Trustees of Nippon PSP General Partners of PVF - ----------------------- Name Business Address Present Principal Occupation Nazarian 2000 Pasadena Avenue, Vice President, Head Los Angeles, of Investments of UCC California 90031 Parviz Nazarian 2000 Pasadena Avenue, Chairman of STADCO Los Angeles, California 90031 Daphna Salimpour 2000 Pasadena Avenue, Consultant to UCC Los Angeles, California 90031 Dalia Sassouni c/o Nippon Tex Inc., Self-employed attorney 55 West 39th Street, New York, New York 10018 Dora Kadisha 1931 N. Broadway, Los Self-employed Angeles, California 90031 General Partners of UCC - ----------------------- Name Business Address Present Principal Occupation Parviz Nazarian 2000 Pasadena Avenue, Chairman of STADCO Los Angeles, California 90031 Pouran Nazarian 2000 Pasadena Avenue, Homemaker Los Angeles, California 90031 Nazarian is a limited partner of UCC. 1 General Partners of DBN - ----------------------- Nazarian Parviz Nazarian Dalia Sassouni (see above for required information) Trustees of Nippon PSP - ---------------------- Name Business Address Present Principal Occupation Eli Sassouni c/o Nippon Tex Inc., Vice President of 55 West 39th Street, Nippon Tex Inc., a New York, New York company engaged in 10018 the manufacture of textiles Khosrow J. Sassouni c/o Nippon Tex Inc., President of Nippon 55 West 39th Street, Tex Inc. New York, New York 10018 All the individuals listed above are related by blood or marriage. None of the general partners or trustees listed above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the general partners or trustees listed above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Each of the individuals listed above is a United States citizen, except for Dora Kadisha, who is a citizen of Israel, and Khosrow J. Sassouni, who is not a citizen of any country, but is currently a permanent resident of the United States and is awaiting to be sworn in as a citizen. 2 EX-10 3 Exhibit 2 PROMISSORY NOTE --------------- $1,801,000.00 Los Angeles, California December 4, 1996 ON DEMAND, FOR VALUE RECEIVED, the undersigned promises to pay to UNION COMMUNICATIONS, or order, the sum of ONE MILLION EIGHT HUNDRED ONE THOUSAND DOLLAR AND NO /100 ($1,801,000.00) plus interest at the rate of seven percent (7%) per annum. The principal balance of this note, including all accrued but unpaid interest, shall, in all events, be due and payable on December 3, 1997, with the option of renewal at Union Communication's discretion. If action be instituted on this note, the undersigned promises to pay such sum as the court may affix as attorney's fees. Maker, surety, guarantor or endorser of this note waives presentation of payment, notice of non-payment, protest and notice of protest and agrees to all extensions, renewals, or release, discharge or exchange of any other party or collateral notice. IN WITNESS HEREOF, Borrower has executed and delivers this Note as of the day and year first above written. PIONEER VENTURE FUND A CALIFORNIA PARTNERSHIP BY: /s/ Benjamin Nazarian --------------------- BENJAMIN NAZARIAN, VICE PRESIDENT 1 EX-99.2 4 SECURITIES AGREEMENT Exhibit 3 Limited Partnership-Margin Account Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ This agreement describes the terms and conditions which govern our Prudential Securities Incorporated ("PSI") margin securities account. We agree to comply with these terms and conditions. 1. Unless we give you written notice to the contrary, we are not and will not be employees of any exchange or a member firm of any exchange or the NASD. We are the only persons who have an interest in this account. 2. This agreement will remain in effect for the life of the account and contains our entire understanding. We may instruct PSI to close our account at any time, and we understand we will be responsible for all fees, prior transactions, transactions outstanding as of the time PSI receives our instruction to close our account, as well as for all subsequent deliveries of our assets. 3. We agree to pay for all transactions no later than 2:00 p.m. (E.T.) on the settlement date. PSI may require us to prepay for any order. PSI shall have a general lien on all money, securities or other property ("property") we may have on deposit with PSI or in which we have an interest, such as a joint account. PSI may, without notice to us and at its discretion, liquidate or transfer any such property in order to satisfy any indebtedness we may have to PSI or to relieve PSI of any risk of a deficit existing in our account. We shall be liable for any remaining deficiency in our account. 4. We agree to conduct our account in accordance with all applicable laws or regulations as well as the rules and practices of any market or clearing house through which our trades may be executed or processed. PSI may conduct all transactions for us in accordance with the customs and usages of securities firms and of the various exchanges. PSI's failure to comply with any rule or regulation which is not otherwise a breach of this agreement shall not relieve us of our obligations under this agreement. 5. PSI may, at its discretion, decline to accept any order from us including instructions to deliver out our account. PSI may require that we transfer our account from PSI. We understand that if we do not promptly transfer our account upon PSI's demand, PSI reserves the right to liquidate positions in our account at its discretion. 6. We agree to pay commissions, charges, interest and fees at PSI's prevailing rates, which may change without notice to us except as otherwise provided by law. We also agree to pay PSI's reasonable attorneys' fees and interest at the highest lawful rate in the event PSI takes legal action to collect any amount due from us to PSI. 7. PSI will send all written communications relating to our account to the mailing address we have given PSI. We acknowledge that if we have a new address we must advise PSI of that address. We understand that all communications sent to the address we have given PSI are deemed to be 1 Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ personally delivered to each of us. We agree that we will have no claim against PSI based on our failure to receive any communication. 8. All reports of the execution of orders (confirmations) and account statements are binding on us unless we object in writing ten days after mailing to us. We understand that we must advise the Branch Manager at the branch where our account is held, in writing, if we think there is an error or omission in any communication, even if an employee of PSI agrees to correct the error or omission. We understand that, notwithstanding the price at which the execution of an order was reported to us, the actual execution price is binding upon us. 9. If a court, regulatory agency or self-regulatory organization determines that a provision of this agreement is invalid or unenforceable, that decision will apply only to that provision; the rest of the agreement remains in effect. PSI does not waive any of its rights under this agreement, even if it does not insist at all times on strict compliance with all the terms of this agreement. No part of this agreement can be changed unless it is agreed to by us and an officer of PSI in writing. 10. Prudential Securities Incorporated client accounts are protected by SIPC and PSI's excess insurance coverage. 11. This agreement is to be governed by the laws of the State of New York and may be used for the benefit of PSI's successors or assigns. We, as well as our representatives (which can include our heirs, executors, administrators, assigns or attorneys-in-fact) are bound by the terms of this agreement. 12. - Arbitration is final and binding on the parties. - The parties are waiving their right to seek remedies in court, including the right to jury trial. - Pre-arbitration discovery is generally more limited than and different from court proceedings. - The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. - The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. 2 Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ We agree that any controversy arising out of or relating to our account, to transactions with or for our account or any breach of this or any other agreement between us, whether executed or to be executed within or outside of the United States, and whether entered into prior, on or subsequent to the date indicated on the signature page, shall be determined by arbitration. The arbitration may be before either the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or any other self-regulatory organization of which Prudential Securities incorporated is a member, as we may elect and shall be governed by the laws of the State of New York. If we do not make such election by registered mail addressed to PSI at PSI's main office within five (5) days after demand by PSI that we make such election, then PSI may make the election. Any notice in connection with such arbitration proceeding may be sent to us by mail and we hereby waive personal service. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction, without notice to us. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. Partnership Account Agreement We attest that this is a duly organized general partnership. All parties authorized to act on behalf of this partnership have executed this agreement on the signature page. We are fully authorized to act alone on behalf of the partnership and may make any commitments, agreements, and/or modifications, and may enter into transactions of any kind, for this account. Each of the partners will sign all agreements as are required in connection with transactions for this account, all of the terms and provisions of such agreements, along with the terms of this agreement shall be binding upon the partnership and upon each partner jointly and severally. PSI is hereby authorized to accept from any one partner any and all orders for this account, and to act thereon, including, but not limited to, the cash purchase or sale of securities as well as for the payment of money, including payments to the person giving the order or any other action with respect thereto. PSI is also authorized to deliver to any one of the partners, securities held to the credit of this account and to pay to any one of the partners, monies held by PSI to the credit of this account. PSI is further authorized to accept from each and any one of the partners all orders and instructions, whether written or oral, which are hereby deemed ratified and approved by and 3 Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ binding upon the others. Confirmations and other communications relating to this account may be sent by PSI to any one of the general partners. Each of us understands that, under the Rules of Fair Practice of the National Association of Securities Dealers, securities in certain public offerings may not be sold to any of the following: (1) any officer, director, employee or agent of Prudential Securities Incorporated; (2) any officer, general partner, director, employee or agent of any other broker/dealer; (3) any senior officer of a bank, savings and loan company, insurance company, registered investment company, registered investment advisory company or any other institutional type domestic or foreign company engaged directly or indirectly in buying or selling securities; (4) any employee of one of the institutions in #(3) above who works in the securities department of that institution or whose activities directly or indirectly involve or may influence the function of buying or selling securities for that institution; (5) any person who may be in a position to act as a finder as to offerings or in a fiduciary capacity to entities who may be underwriters of offerings (such as, for example, attorneys, accountants, etc.); or (6) a member of the immediate family of any person noted in #s (1) through (5) above. ("Immediate family" for these purposes includes parents, parents-in-law, spouse, sibling, sibling-in-law, children, or any relative to whose support the person contributes directly or indirectly). We represent that there (check one): is _______ is not _____ any party to this account who is a person described in numbers (1) through (6) of this partnership account agreement. Margin Agreement 1. We agree to keep whatever margins PSI, in its sole discretion, requires. We promise to pay on demand any debit balance which may be owing in our account. 2. We understand and agree that PSI may, at any time and in its sole discretion, without any margin call or prior demand or notice, sell any property which it is holding or carrying for us, or may buy any property which our account may be short, in order to close out entirely or in part, any commitment we may owe to PSI. PSI may place stop orders in regard to such property. Any sale or purchase may be made in PSI's sole discretion on any exchange or other market, or at 4 Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ public auction or private sale and may be done with or without advertising. PSI may buy for its own account such property and we waive any right to redeem that property. 3. We understand that any prior demand, call or notice that PSI will provide us will not amount to a waiver of its right to act without such demand, call or notice. 4. We agree that in giving an order to sell, a sell order for which we do not own or do not intend to deliver the security will be designated as "short" by us; all other sale orders will be designated as "long" by us. We understand that by designating a sell order as "long" we own the security, and that if the security is not in PSI's possession we represent that we will deliver it on or before the settlement date. 5. PSI and any firm succeeding to PSI are hereby authorized from time to time to lend separately, or together with the property of others, either to PSI or to others, any property, together with all attendant rights of ownership, which PSI may be carrying for us on margin. In connection with such loans, PSI may receive and retain certain benefits to which we will not be entitled. In certain circumstances, such loans may limit, in whole or in part, our ability to exercise voting rights of the securities lent. This authorization shall apply to all accounts carried by PSI for us and shall remain in full force until written notice of revocation is received by PSI at PSI's principal office in New York. Interest Charge and Account Information 1. If any credit is extended to or maintained for me by Prudential Securities Incorporated (PSI) for the purpose of purchasing, carrying or trading in any securities or otherwise, I will be charged interest. 2. If I maintain a margin account with PSI, a portion of the purchase price must be paid on or before the Due Date (which is the settlement date), pursuant to the rules and regulations of the Federal Reserve Board, and the balance is loaned to me. This loaned portion creates the debit balance upon which interest is charged. Each additional purchase adds to my debit balance, as do my interest charges and any other charge which may be assessed to my account. 3. Interest is charged on both margin accounts and cash accounts as set forth in paragraphs 4 and 5 below. Such interest is charged at an annual rate of up to 2 % above the Prudential Securities Base Loan Rate (the "Base Loan Rate"). The differential above the Base Loan Rate applicable to my account will be disclosed to me in writing. The Base Loan Rate will not exceed the higher of (a) short term market rates at which the corporation borrows funds to which a premium, generally not to exceed 250 basis points, has been added or (b) competitive Base Loan Rates posted by other selected broker-dealers. PSI will periodically reset the Base Loan Rate and the rate applied to my account will change without notice in accordance with the resets. When the Base Loan Rate changes during an interest period, interest will be calculated according to the 5 Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ number of days each rate is in effect during the period. If the rate of interest charged to me is increased for any reason, other than the change in the Base Loan Rate, I will be given at least thirty (30) days' prior written notice. I may contact my Financial Advisor to obtain the current Base Loan Rate. PSI's loan agreements with its clients are governed by the laws of the State of New York, where PSI maintains its principal place of business. 4. If I maintain a securities account with PSI, an interest charge will be assessed if payment in full for securities purchased is not received by PSI on or before the Due Date which appears on the trade confirmation. The interest rate I will be charged for such late payments in my cash account will be equal to the Base Loan Rate plus 2 %. 5. If I maintain a cash and margin account, any credit or debit balance in my cash account will be combined with the balance in my margin account for the purpose of computing interest. Interest charges will be made to my margin account. The interest charged to my account by the close of the charge period is added to the debit balance for the next charge period unless paid. The credit generated by any short sales, including short sales against the box, does not reduce my debit balance for the purpose of computing interest until the short position is covered. 6. PSI's interest period runs from the Friday following the third Thursday of the prior month to the third Thursday of the current month. Interest is calculated on the average net daily debit balance which includes any credit (but not credit for short sales) and debit balances in my cash and margin accounts during the interest period. The interest charge is determined by multiplying the average net daily debit balance by the rate of interest and by a fraction, the numerator of which is the number of days in the interest period and the denominator of which is 360. (The amount of interest charged in this manner is approximately 1/100 or one percent higher than if the actual 365-day year were utilized in the calculation). This interest calculation is consistent with the manner in which PSI is generally charged interest by its creditors. My monthly statement will show the average daily balance and the interest rate used to arrive at the amount of interest charged. 7. The NASD requires that I am advised of the following: LIMIT ORDERS: By accepting my limit order for transactions in securities in the NASDAQ market, PSI will undertake to monitor the interdealer market and seek to execute my order in accordance with the applicable NASD rule and interpretation thereof. The NASD rule provides as follows: "A member firm that accepts and holds an unexecuted limit order from its customer in a NASDAQ security and that continues to trade the subject security for its own market-making account at prices that would satisfy the customer's limit order, without executing that limit order under the specific terms and conditions by which the order was accepted by the firm, shall be deemed to have acted in a manner inconsistent with just and equitable principles of trade, in violation of Article III, Section 6 Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ 1 of the Rules of Fair Practice. Nothing in this section, however, requires members to accept limit orders from their customers." 8. Funds arising from various securities transactions are transmitted to the firm directly from issuers and offerors and through various intermediaries, including securities depositories. Periodically those intermediaries pass on to their participant broker-dealers, including PSI, some or all of the interest they earn on the funds. Typically, this interest is earned as a result of the method of payment utilized, e.g. the intermediary receives same day funds but credits its participant broker-dealers in next day funds. To the extent PSI receives such interest payments from an intermediary, the firm retains them. 9. FDIC rules require that I am informed that Prudential Securities Incorporated is not a bank and that securities offered through PSI are not backed or guaranteed by any bank or insured by the FDIC unless otherwise expressly indicated. I am invited to ask my Financial Advisor for more details about the above, including PSI's margin requirements, lending rate, and the variations in these requirements. Payment for Order Flow The Securities and Exchange Commission requires that all brokerage firms disclose to their customers their policies and practices regarding receipt of "payment for order flow." For this purpose, "payment for order flow" is compensation paid to a brokerage firm by a registered securities exchange or association (such as the American Stock Exchange, a regional stock exchange, and the National Association of Securities Dealers, Inc.) or by another broker dealer, in return for directing customer orders for execution. Examples of non-cash compensation include reciprocal arrangements, discounts, rebates, or reductions or credits against fees that would otherwise be payable in full by the brokerage firm. Our Policy Certain exchanges offer credits against their fees if a member organization's order flow is sufficient. Types of payment for order flow PSI may receive include profit participations from specialists on regional exchanges in connection with the overall profitability of the specialist unit in the stocks in which we route orders to the specialists. We route orders to those specialists if we can be reasonably sure that doing so will result in best execution of the customers' orders. If you wish not to have a particular order, or any of your orders, sent to a regional specialist, please let your Financial Advisor know. The factors we consider in determining where to send an order include (1) opportunity for price improvement over other available prices, (2) reputation of the exchange specialist who makes the market in the stock, (3) size of the order, and (4) quality of previous order executions. 7 Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ Trade-by-Trade Disclosure The confirmations for orders routed to regional specialists will state as follows: "Prudential Securities acted as broker on this transaction. Transactions in these securities are subject to payment for order flow. The nature and source of additional cash or non-cash compensation, if any, received by us in connection with your transaction will be provided upon written request." Price Improvement When an order is executed at a price that is more favorable than existing quotations, it has received "price improvement." When orders are routed to a regional specialist, they are exposed to other orders, if any, represented in that exchange at that time. In that way, they may receive an execution between the existing bid/asked spread, which would be at a more favorable price than an order to buy executed at the specialist's bid. Subject to rules of the Intermarket Trading System and related "trade through" rules, the regional specialists guarantee executions of market orders at least as favorable as the best displayed bid (for a sale) or offer (for a purchase) at the time of such execution on any national market for the stock. In some cases, orders are sent from one marketplace to another if that would result in a better execution. Periodically, Prudential Securities assesses the quality of the markets to which it routes order flow, as well as that of competing markets. 8 Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ By signing this agreement, we acknowledge that we have read a copy of this agreement, and that we understand and agree to the following: Securities Agreement Partnership Account Agreement (61) Margin Agreement (42) W-9: Payer's Request For Taxpayer Identification Number Is this your correct Employer I.D. Number? If not, please enter the correct Employer I.D. Number in the appropriate boxes. Employer I.D. Number - ------ ---- ----- ---- ----- ----- ---- ----- ---- ----- F 9 5 4 5 9 8 5 4 9 - ------ ---- ----- ---- ----- ----- ---- ----- ---- ----- or Corrected Employer I.D. Number (Please Omit Dashes) ----- ---- ----- ----- ---- ----- ---- ----- ---- ----- ----- F ----- ---- ----- ----- ---- ----- ---- ----- ---- ----- ----- - -------------------------------------------------------------------------------- For Payees Exempt From Backup Withholding (See Instructions On the Next Page) - -------------------------------------------------------------------------------- Under penalties of perjury I certify that: 1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and 2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. You must cross out item 2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, the acquisition of abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally payments other than interest and dividends you are not required to sign the Certification, but you must provide your correct TIN. Requester: Prudential Securities Incorporated - One Seaport Plaza, New York, NY 10292 This agreement also contains a pre-dispute arbitration clause on page 2 at paragraph 12. 9 Prudential Securities _______________________________________________________________________________ PIONEER VENTURE FUND Account Number 0EO 335705 A4 2000 PASADEA AVENUE TIN #F95-4598549 LOS ANGELES CA 90031 Package Number: 19961127 0EO 004862 _______________________________________________________________________________ Signature /s/Benjamin Nazarian Date 12/12/96 I agree to the terms of this agreement and attest that the certifications made on the W-9 above are true. _____________________________________ _____________________________________ I agree to the terms of this agreement. I agree to the terms of this agreement. _____________________________________ _____________________________________ I agree to the terms of this agreement. I agree to the terms of this agreement. _____________________________________ _____________________________________ I agree to the terms of this agreement. I agree to the terms of this agreement. Please keep one set for yourself and return the other entire set to PSI in the envelope provided. 10 EX-99.3 5 SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 Package Number: 19951226 0EO 004999 - ------------------------------------------------------------------------------- This agreement describes the terms and conditions which govern our Prudential Securities Incorporated ("PSI" or "you") cash securities account. We agree to comply with these terms and conditions. 1. Unless we give you written notice to the contrary, we are not and will not be employees of any exchange or a member firm of any exchange of or the NASD. We are the only persons who have an interest in this account. 2. This agreement will remain in effect for the life of the account and contains our entire understanding. We may instruct you to close our account at any time, and we understand we will be responsible for all fees, prior transactions, transactions outstanding as of the time you receive our instruction to close our account, as well as for all subsequent deliveries of our assets. 3. We agree to pay for all transactions no later than 2:00 p.m. (E.T.) on the settlement date. You may require us to prepay for any order. You shall have a general lien on all money, secures or other property ("property") we may have on deposit with you or in which we have an interest, such as a joint account. You may, without notice to us and at your discretion, liquidate or transfer any such property in order to satisfy any indebtedness we may have to you or to relieve you of any risk of a deficit existing in our account. We shall be liable for any remaining deficiency in our account. 4. We agree to conduct our account in accordance with all applicable laws or regulations as well as the rules and practices of any market or clearing house through which our trades may be executed or processed. You may conduct all transactions for us in accordance with the customs and usages of securities firms and of the various exchanges. PSI's failure to comply with any rule or regulation which is not otherwise a breach of this agreement shall not relieve us of our obligations under this agreement. 5. We agree that we will not place a sell order for a security which we do not own or do not intend to deliver at the time we place the order (a "short sale"). 6. You may, at your discretion, decline to accept any order from us including instructions to deliver out our account. You Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 may require that we transfer our account from PSI. We understand that if we do not promptly transfer our account upon your demand you have the right to liquidate positions in our account at your discretion. 7. We agree to pay commissions, charges, interest and fees at your prevailing rates, which may change without notice to us except as otherwise provided by law. We also agree to pay your reasonable attorneys' fees and interest at the highest lawful rate in the event you take legal action to collect any amount due from us to you. 8. You will send all written communications relating to our account to the mailing address we have given you. We acknowledge that if we have a new address we must advise you of that address. We understand that all communications sent to the address we have given you are deemed to be personally delivered to each of us. We agree that we will have no claim against you based on our failure to receive any communication. 9. All reports of the execution of orders (confirmations) and account statements are binding on us unless we object in writing ten days after mailing to us. We understand that we must advise the Branch Manager at the branch where our account is held, in writing, if we think there is an error or omission in any communication, even if an employee of PSI agrees to correct the error or omission. We understand that, notwithstanding the price at which the execution of an order was reported to us, the actual execution price is binding upon us. 10. If a court, regulatory agency or self-regulatory organization determines that a provision of this agreement is invalid or unenforceable, that decision will apply only to that provision; the rest of the agreement remains in effect. PSI does not waive any of its rights under this agreement, even if it does not insist at all times on strict compliance with all the terms of this agreement. No part of this agreement can be changed unless it is agreed to by us and an officer of PSI in writing. 11. Your client accounts are protected by SIPC and PSI's excess insurance coverage. Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- 12. This agreement is to be governed by the laws of the State of New York and may be used for the benefit of PSI's successors or assigns. We, as well as our representatives (which can include our heirs, executors, administrators, assigns or attorneys-in-fact) are bound by the terms of this agreement. 13. - Arbitration is final and binding on the parties. - The parties are waiving their right to seek remedies in court, including the right to jury trial. - Pre-arbitration discovery is generally more limited than and different from court proceedings. - The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. - The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. We agree that any controversy arising out of or relating to our account, to transactions with or for our account or any breach of this or any other agreement between us, whether executed or to be executed within or outside of the United States, and whether entered into prior, on or subsequent to the date indicated on the signature page, shall be determined by arbitration. The arbitration may be before either the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or any other self-regulatory organization of which PSI is a member, as we may elect and shall be governed by the laws of the State of New York. If we do not make such election by registered mail addressed to you at your main office within five (5) days after demand by you that we make such election, then you may make the election. Any notice in connection with such arbitration proceeding may be sent to us by mail and we hereby waive personal service. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction, without notice to us. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. Partnership Account Agreement We attest that this is a duly organized limited partnership. All parties authorized to act on behalf of this partnership have executed this agreement on the signature page. We are fully authorized to act alone on behalf of the partnership and may make any commitments, agreements, and/or modifications, and may enter into transactions of any kind for this account. Each of the partners will sign all agreements as are required in connection with transactions for this account, all of the terms and provisions of such agreements, along with the terms of this agreement shall be binding upon the partnership and upon each partner jointly and severally. PSI is hereby authorized to accept from any one partner any and all orders for this account, and to act thereon, including, but not limited to, the cash purchase or sale of securities as well as for the payment of money, including payments to the person giving the order or any other action with respect thereto. PSI is also authorized to deliver to any one of the partners, securities held to the credit of this account and to pay to any one of the partners, monies held by PSI to the credit of this account. PSI is further authorized to accept from each and any one of the partners all orders and instructions, whether written or oral, which are hereby deemed ratified and approved by and binding upon the others. Confirmations and other communications relating to this account may be sent by PSI to any one of the general partners. Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- Each of us understands that, under the Rules of Fair Practice of the National Association of Securities Dealers, securities in certain public offerings may not be sold to any of the following: (1) any officer, director, employee or agent of Prudential Securities Incorporated; (2) any officer, general partner, director, employee or agent of any other broker/dealer; (3) any senior officer of a bank, savings and loan company, insurance company, registered investment company, registered investment advisory company or any other institutional type domestic or foreign company engaged directly or indirectly in buying or selling securities; (4) any employee of one of the institutions in #3 above who works in the securities department of that institution or whose activities directly or indirectly involve or may influence the function of buying or selling securities for that institution; (5) any person who may be in a position to act as a finder as to offerings or in a fiduciary capacity to entities who may be underwriters of offerings (such as, for example, attorneys, accountants, etc.); or (6) a member of the immediate family of any person in #s (1) through (5) above. ("Immediate family" for these purposes includes parents, parent-in-law, spouse, sibling, sibling-in-law, children, or any relative to whose support the person contributes directly or indirectly. We represent that there (check one): is ____ is not ____ any party to this account who is a person described in numbers (1) through (6) of this partnership account agreement. Interest Charge and Account Information 1. If any credit is extended to or maintained for me by Prudential Securities Incorporated (PSI) for the purpose of purchasing, carrying or trading in any securities or otherwise, I will be charged interest. Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- 2. If I maintain a margin account with PSI, a portion of the purchase price must be paid on or before the Due Date (which is the settlement date), pursuant to the rules and regulations of the Federal Reserve Board, and the balance is loaned to me. This loaned portion creates the debit balance upon which interest is charged. Each additional purchase adds to my debit balance, as do my interest charges and any other charge which may be assessed to my account. 3. Interest is charged on both margin accounts and cash accounts as set forth in paragraphs 4 and 5 below. Such interest is charged at an annual rate of up to 2 1/2% above the Prudential Securities Base Loan Rate (the "Base Loan Rate"). The differential above the Base Loan Rate applicable to my account will be disclosed to me in writing. The Base Loan Rate will not exceed the higher of (a) short term market rates at which the corporation borrows funds to which a premium, generally not to exceed 250 basis points, has been added or (b) competitive Base Loan Rates posted by other selected broker-dealers. PSI will periodically reset the Base Loan Rate and the rate applied to my account will change without notice in accordance with the resets. When the Base Loan Rate changes during an interest period, interest will be calculated according to the number of days each rate is in effect during the period. If the rate of interest charged to me is increased for any reason, other than the change in the Base Loan Rate, I will be given at least thirty (30) days' prior written notice. I may contact my Financial Advisor to obtain the current Base Loan Rate. Your loan agreements with your clients are governed by the laws of the State of New York, where PSI maintains its principal place of business. 4. If I maintain a securities account with PSI, an interest charge will be assessed if payment in full for securities purchased is not received by PSI on or before the Due Date which appears on the trade confirmation. The interest rate I will be charged for such late payments in my cash account will be equal to the Base Loan Rate plus 2 1/2%. 5. If I maintain a cash and margin account, any credit or debit balance in my cash account will be combined with the balance in my margin account for the purpose of computing interest. Interest charges will be made to my margin account. The interest charged to my account by the close of the charge period is added to the debit balance for the next charge period unless paid. The Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- credit generated by any short sales, including short sales against the box, does not reduce my debit balance for the purpose of computing interest until the short position is covered. 6. Your interest period runs from the Friday following the third Thursday of the prior month to the third Thursday of the current month. Interest is calculated on the average net daily debit balance which includes any credit (but not credit for short sales) and debit balances in my cash and margin accounts during the interest period. The interest charge is determined by multiplying the average net daily debit balance by the rate of interest and by a fraction, the numerator of which is the number of days in the interest period and the denominator of which is 360. (The amount of interest charged in this manner is approximately 1/100 or one percent higher than if the actual 365-day year were utilized in the calculation). This interest calculation is consistent with the manner in which PSI is generally charged interest by its creditors. My monthly statement will show the average daily balance and the interest rate used to arrive at the amount of interest charged. 7. The NASD requires that I am advised of the following: LIMIT ORDERS: By accepting my limit order for transactions in securities in the NASDAQ market, you undertake to monitor the interdealer market and seek to execute my order in accordance with the applicable NASD rule and interpretation thereof. The NASD rule provides as follows: "A member firm that accepts and holds an unexecuted limit order from its customer in a NASDAQ security and that continues to trade the subject security for its own market-making account at prices that would satisfy the customer's limit order, without executing that limit order under the specific terms and conditions by which the order was accepted by the firm, shall be deemed to have acted in a manner inconsistent with just and equitable principles of trade, in violation of Article III, Section 1 of the Rules of Fair Practice. Nothing in this section, however, requires members to accept limit orders from their customers." 8. Funds arising from various securities transactions are transmitted to the firm directly from issuers and offerors and Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- through various intermediaries, including securities depositories. Periodically those intermediaries pass on to their participant broker-dealers, including PSI, some or all of the interest they earn on the funds. Typically, this interest is earned as a result of the method of payment utilized, e.g. the intermediary receives same day funds but credits its participant broker-dealers in next day funds. To the extent PSI receives such interest payments from an intermediary, the firm retains them. 9. FDIC rules require that I am informed that Prudential Securities Incorporated is not a bank and that securities offered through PSI are not backed or guaranteed by any bank or insured by the FDIC unless otherwise expressly indicated. I am invited to ask my Financial Advisor for more details about the above, including PSI's margin requirements, lending rate, and the variations in these requirements. Disclosure Statement: Payment for Order Flow New SEC Requirement On October 2, 1995, the Securities and Exchange Commission implemented a requirement that brokerage firms disclose to their customers their policies and practices regarding receipt of "payment for order flow." For this purpose, "payment for order flow" is compensation paid to a brokerage firm by a registered securities exchange or association (such as the New York Stock Exchange, the American Stock Exchange, a regional stock exchange, and the National Association of Securities Dealers, Inc.) or by another broker dealer, in return for directing customer orders for execution. Examples of non-cash compensation include reciprocal arrangements, discounts, rebates, or reductions or credits against fees that would otherwise be payable in full by the brokerage firm. Our Policy Certain exchanges offer credits against their fees if a member organization's order flow is sufficient. The New York Stock Exchange, for example, reduces the fees charged to Prudential Securities for use of the Exchange's "Superdot" automated order- Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- entry system. Other types of payment for order flow PSI may receive include profit participations from specialists on regional exchanges in connection with the overall profitability of the specialist unit in the stocks in which we route orders to the specialist. We route orders to those specialists if we can be reasonably sure that doing so will result in best execution of the customers' orders. If you wish not to have a particular order, or any of your orders, sent to a regional specialist, please let your Financial advisor know. The factors we consider in determining where to send an order include (1) opportunity for price improvement over other available prices, (2) reputation of the exchange specialist who makes the market in the stock, (3) size of the order, and (4) quality of previous order executions. Trade-by-Trade Disclosure The confirmations for trades executed through SuperDot and confirmations for orders routed to regional specialists will state as follows: "Prudential Securities acted as broker on this transaction. Transactions in these securities are subject to payment for order flow. The nature and source of additional cash or non-cash compensation, if any, received by us in connection with your transaction will be provided upon written request." Price Improvement When an order is executed at a price that is more favorable than existing quotations, it has received "price improvement." When orders are routed to SuperDot or a regional specialist, they are exposed to other orders, if any, represented in that exchange at that time. In that way, they may receive an execution between the existing bid/asked spread, which would be at a more favorable price than an order to buy executed at the specialist's bid. Subject to rules of the Intermarket Trading System and related "trade through" rules, the regional specialists guarantee executions of market orders at least as favorable as the best displayed bid (for a sale) or offer (for a purchase) at the time of such execution on any national market for the stock. In some cases, orders are sent from one marketplace to another if that would result in a better execution. Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- Periodically, Prudential Securities assesses the quality of the markets to which it routes order flow, as well as that of competing markets. Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- By signing this agreement, we acknowledge that we have read a copy of this agreement, and that we understand and agree to the following: Securities Agreement - 70 Partnership Account Agreement - 61 W-9: Payer's Request For Taxpayer Identification Number Is this your correct Employer I.D. Number? If not, please enter the correct Employer I.D. Number in the appropriate boxes. Employer I.D. Number or Corrected Employer I.D. Number (Please Omit Dashes) - --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- F | 9 | 5 | 4 | 1 | 9 | 9 | 8 | 4 | 6 | F | | | | | | | | | - --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- _______________________________________________________________________________ For Payees Exempt from Backup Withholding (See Instructions On The Next Page) _______________________________________________________________________________ Under penalties of perjury I certify that: 1) the number on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); 2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding (does not apply to real estate transactions, mortgage interest paid, the acquisition of abandonment of secured property, contributions to an individual retirement arrangement (IRA), and payments other than interest and dividends). You must cross out item 2) if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. Requester: Prudential Securities Incorporated - One Seaport Plaza, New York, NY 10292 SECURITIES AGREEMENT Exhibit 4(a) Limited Partnership - Cash Account PRUDENTIAL SECURITIES - ------------------------------------------------------------------------------- UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4 ATTN PARVIZ NAZARIAN TIN # F95-4199846 2000 PASADENA AVENUE LOS ANGELES CA 90031-1725 - ------------------------------------------------------------------------------- This agreement also contains a pre-dispute arbitration clause on page 2 at paragraph 13 Signature /s/ Parviz Nazarian Date __________________ I agree to the terms of this agreement and attest that the certifications made on the W-9 above are true. ______________________________________ _______________________________________ I agree to the terms of this agreement. I agree to the terms of this agreement. ______________________________________ _______________________________________ I agree to the terms of this agreement. I agree to the terms of this agreement. ______________________________________ _______________________________________ I agree to the terms of this agreement. I agree to the terms of this agreement. Please keep one set for yourself and return the other entire set to PSI in the envelope provided. PRUDENTIAL SECURITIES INCORPORATED ONE SEAPORT PLAZA, NEW YORK, NY 10292 EX-99.4 6 Exhibit 4(b) LEHMAN BROTHERS Client Agreement Please read carefully, sign and return: To: Lehman Brothers Inc. Customer Account Services 388 Greenwich Street, 20th Floor New York, NY 10013-2396 In consideration of Lehman Brothers Inc. ("Lehman") accepting my account and agreeing to act as my broker, I agree to the following with respect to any of my accounts with you for extensions of credit and the purchase and sale of securities, put & call options, and other property. This agreement shall not become effective until accepted by you in your New York office. Acceptance may be evidenced by internal records maintained by you. Throughout this agreement, "I," "me," "my," "we," and "us" refer to the client and all others who are legally obligated on my accounts. "You" and "your" refer to Lehman, its subsidiaries and parents and any and all divisions or other entities, their officers, directors, agents and/or employees. 1. MY REPRESENTATIONS. I represent that I am of the age of majority according to the laws of my place of residence. I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc. ("NASD"), or of a bank, trust company, or insurance company unless I have notified you to that effect. If I become so employed, I agree to notify you promptly. I also represent that no persons other than those signing this agreement have an interest in my account. 2. DEFINITION OF "PROPERTY". The word "property" is used herein to mean securities of all kinds, monies, options, commodities, and contracts for the future delivery of, or otherwise relating to, commodities or securities and all other property usually and customarily dealt in by brokerage firms. 3. ORDERS, EXECUTIONS, DELIVERIES, SETTLEMENTS AND ORAL AUTHORIZATIONS. I agree that, in giving orders to sell, all "short" sales orders will be designated as "short" and all "long" sales orders will be designated as "long". "Short sale" means any sale of a security not owned by the seller or any sale that is consummated by delivery of a borrowed security. I also agree that you may at your discretion immediately cover any short sales in my account. The designation on a sale order as "long" is a representation on my part that I own the security, and if the security is not in your possession at the time of the contract for sale, I agree to deliver the security to you by settlement date. In case of non-delivery of a security, you are authorized to purchase the security to cover my position and charge any loss, commissions and fees to my account, I agree that if you fail to receive payment for securities purchased you may, without prior demand or notice, sell securities or other property held by you in any of my accounts and any loss resulting therefrom will be charged to my account. By accepting my limit order for transactions in securities in the NASDAQ or over-the-counter market, you undertake to monitor the interdealer market and to seek to execute my order only if the inside bid (in the case of a limit order to sell, the highest price at which a dealer is being quoted as willing to buy securities) or the inside asked (in the case of a limit order to buy, the lowest price at which a dealer is being quoted as willing to sell securities) reaches my limit price. You reserve the right, while my limit order remains unexecuted, to trade for your own market-maker account at prices equal to or better than my limit order price and not to execute my order against incoming orders from other customers. For example, if the inside market is 10 bid, 10 1/4 asked and I place a limit order to sell securities at 101/8, you will seek to execute my order only if the inside bid reaches my limit price of 101/8 (exclusive of any markdown or commission equivalent that you may charge in connection with the transaction) and, while my order remains unexecuted, you may continue to sell securities for your market-maker account at prices at or above 101/8. Unless I have directed that the order be executed on a specified exchange or market and you have agreed to such execution, you will, at your sole discretion and without prior notification to me, execute any order to purchase or sell securities on the over-the counter market in any location or on any exchange, including a foreign exchange where such security is traded, either on a principal or agency basis. I agree that you shall incur no liability in acting upon oral instructions given to you concerning my account. 4. OPTION POSITIONS. I agree not to enter into any purchase or sale of equity, debt, foreign currency or index pull & call options or Index Participations without having read and fully understood the terms, conditions and risks, as set forth in the Characteristics and Risks of Standardized Options booklet and/or Index Participations booklet, and applicable supplements which you agree to furnish me prior to such transactions. I understand clients' short option positions are assigned on a random selection method pursuant to an automated system. All short option positions can be assigned at any time including the day written. 5. NOTICE TO EXERCISE OPTIONS. If I purchase any listed option, I will notify you of my intention to exercise such option no later than two hours before the expiration time of the option (one hour in the case of an over-the-counter option). Failure to give such notice will constitute an abandonment of the option, in which event it may be exercised for my account if it would be 2 profitable to do so. Except as required by the Options Clearing Corporation Rules, you have no obligation to exercise any option absent specific instructions from me to that effect. If it would not be profitable for my account due to commission expenses, it may be permitted to expire or, at your discretion, sold or acquired by you for some equitable payment to me based on your expenses and risk, without any liability or responsibility on your part to me. 6. IMPARTIAL LOTTERY ALLOCATION SYSTEM. When you hold on my behalf bonds or preferred stocks in street or bearer form which are callable in part, I agree to participate in the impartial lottery allocation system of the called securities in accordance with the provisions of the New York Stock Exchange, Inc. ("NYSE") rules. Further, I understand when the call is favorable, no allocation will be made to any account in which you, your officers, or employees, have a financial interest until all other clients' positions in such securities are satisfied on an impartial lottery basis. 7. RESTRICTIONS ON TRADING; TERMINATION. I understand that you may in your sole discretion prohibit or restrict trading of securities or substitution of securities in any of my accounts. You have the right to terminate any of my accounts (including multiple owner accounts) at any time by notice to me. 8. TRANSFER OF FUNDS BY WIRE. By giving you instructions to transfer funds by wire from my accounts to any bank or other entity, I agree to provide you with an accurate account number designating the account to receive such funds. I acknowledge that the bank or other receiving entity may be under no obligation to verify the identity of the beneficiary of the funds transfer and may rely exclusively upon the account number provided by me. I agree to indemnify and hold you harmless from and against all liabilities arising from the provision by me of an inaccurate account number. 9. TRANSFER OF EXCESS FUNDS; EXCHANGE RATE FLUCTUATIONS. You may transfer excess funds between any of my accounts (including commodity accounts) for any reason not in conflict with the Commodity Exchange Act or any other applicable law. If any transactions are effected on an exchange in which a foreign currency is used, any profit or loss as a result of a fluctuation in the exchange rate will be charged or credited to my account. 10. TEMPORARY INVESTMENT OF FREE CREDIT BALANCES; BOND PRINCIPAL AND INTEREST PAYMENTS. I authorize, but do not require, you to automatically invest on a periodic basis the free credit balances in my accounts, including interest and dividends paid to me, in mutually selected money market funds or, in the absence of such selection, in money market funds of your designation. You are not required to remit interest or dividends to me on a daily basis. With respect to bond principal and interest payments, you may credit my account with principal and interest due on the 3 payment dates and are entitled to recover any such payments from me if the same are not actually received by you from the trustee or paying agent. With respect to debits arising from bond principal and interest payments or any other debits, you may redeem my money market fund shares, without notice, to the extent necessary to satisfy any debits arising in any of my accounts. I acknowledge that interest will not be paid to me on credit balances in any of my accounts unless specifically agreed to by you in writing. 11. FEES AND CHARGES. I understand that you may impose various service charges and other fees relating to my account as well as charge commissions and other fees for execution of transactions to purchase and sell securities, put & call options or other property, and I agree to pay such charges, commissions and fees at your then prevailing rates. I also understand that such charges, commissions and fees may be changed from time to time without notice to me and I agree to be bound thereby. I may be subject to an administrative fee on any of my accounts which produce insufficient commission revenue for any calendar year and you will notify me prior to applying this fee. I agree to pay a late charge, to the extent permitted by law, if I purchase securities on a cash basis and fail to pay for such securities by settlement date. Any late charge you may impose will be at the maximum rate of interest set forth in your disclosure statement and may be charged from the settlement date to the date of payment. 12. ACCURACY OF REPORTS; COMMUNICATIONS. Confirmation of orders and statements of my accounts shall be conclusive if not objected to in writing within ten days after mailing by you to me. In the event I fail to receive a confirmation within ten days from the date of a transaction in my account, I agree to notify you immediately in writing. Communications mailed to me at the address specified by me shall, until you have received notice in writing from me of a different address, be deemed to have been personally delivered to me and I agree to waive all claims resulting from failure to receive such communications. 13. INTRODUCED ACCOUNTS. If my account has been introduced to you and is carried by you only as a clearing broker, I agree that you are not responsible for the conduct of the introducing broker and your only responsibilities to me relate to the execution, clearing and bookkeeping of transactions in my accounts. 14. SECURITY INTEREST. As security for the payment of all liabilities or indebtedness presently outstanding or to be incurred under this or any other agreement between us, and for all liabilities or indebtedness I may have to you now or in the future, I grant you a security interest in any and all property belonging to me or in which I may have an interest, held by you or carried in any of my accounts including individual, multiple owner or commodity accounts. All property shall be subject to such security interest as collateral for the discharge of my 4 obligations to you, wherever or however arising and without regard to whether or not you have made loans with respect to such property. You are hereby authorized to sell and/or purchase any and all property in any of my accounts or to liquidate any open commodity futures or forward contracts in any of my accounts without notice in order to satisfy such obligations. In enforcing your security interest, you shall have the discretion to determine which property is to be sold and the order in which it is to be sold and shall have all the rights and remedies available to a secured party under the New York Uniform Commercial Code. Without your prior written consent, I will not cause or allow any of the collateral held in my account, whether now owned or hereafter acquired, to be or become subject to any liens, security interests, mortgages or encumbrances of any nature other than your security interest. 15. LIQUIDATION OF COLLATERAL OR ACCOUNT. You may sell any or all property held in any of my accounts and cancel any open orders for the purchase or sale of any property without notice in the event of my death or whenever in your discretion you consider it necessary for your protection. In such events you also may borrow or buy-in all property required to make delivery against any sale, including a short sale, effected for me. Such sale or purchase may be public or private and may be made without advertising or notice to me and in such manner as you may in your discretion determine. No demands, calls, tenders or notices which you may make or give in any one or more instances shall invalidate the foregoing waiver on my part. At any such sale you may purchase the property fee of any right of redemption and I shall be liable for any deficiency in my accounts. 16. LOANS. From time to time you may, at your discretion, make loans to me for any purpose, including the purpose of purchasing, carrying or trading in securities ("Margin Loans") or for a purpose other than purchasing, carrying or trading in securities ("Express Credit Loans"). Pursuant to Regulation T, Margin Loans will be made in a Margin Account and Express Credit Loans will be made in a nonsecurities credit account ("Express Credit Account"). The minimum and maximum amount of any particular loan may be established by you in your discretion regardless of the amount of collateral delivered to you and you may change such minimum and maximum amounts from time to time. 17. EXPRESS CREDIT. I agree not to use the proceeds of any Express Credit Loan to purchase, carry or trade in securities. I also agree not to use Express Credit Loan proceeds directly or indirectly to repay other debt that I incur for the purpose of purchasing, carrying or trading in securities. 18. PAYMENT OF LOANS ON DEMAND. I agree to pay ON DEMAND any balance owing with respect to any of my accounts including interest and commissions and any costs of collection (including attorneys' fees, if incurred by you). I understand that you may demand full payment of the balance due in my accounts plus any interest charges accrued thereon, at your sole option, at any time without cause and whether or not such demand is made for your protection. I understand that all loans made are not for any specific term or duration but are due and payable at your discretion upon a demand for payment made to me. I agree that all payments received for my accounts including interest, dividends, premiums, principal or other payments may be applied by you to any balances due in my accounts. 19. MAINTENANCE OF COLLATERAL. I understand that the properties in my Margin Account and/or Express Credit Account may be carried as general loans and may be pledged or hypothecated by you separately or in common with other properties. The pledge or hypothecation by you may secure your indebtedness equal to or greater than the amount owed to you by me. I agree to deposit additional collateral, as you may in your discretion require from time to time, in the form of cash or securities in accordance with the rules and regulations of the Federal Reserve Board, the NYSE, the American Stock Exchange, Inc. ("AMEX"), other national securities exchanges, associations or regulatory agencies under whose jurisdiction you are subject and your own minimum house margin maintenance requirements. In the event I no longer maintain a debit balance or an indebtedness to you, it is understood that you will fully segregate all securities in my accounts in your safekeeping or control (directly or through a clearing house) and/or deliver them to me upon my request. 20. INTEREST CHARGES AND PAYMENTS. I agree to pay interest, to the extent not prohibited by the laws of the State of New York, upon all amounts advanced and other balances due on my accounts in accordance with your usual custom, which may include the compounding of interest. Your custom, which may change from time to time, is set forth in your disclosure statement, which by this reference is herein specifically incorporated. By entering into any transactions with you after I receive your disclosure statement, I acknowledge that I have read and agreed to its terms for all past and future transactions in my account. I understand that interest on all debit balances shall be payable ON DEMAND and that in the absence of any demand interest shall be due on the first business day of each interest period. My daily net debit balance will include accrued interest I have not paid from prior interest periods, if any. I understand that to the extent permitted by applicable law you may charge me interest on the unpaid interest previously added to my debit balance; that is, you may charge me compound interest. Payments of interest and principal and all other payments made by me under this agreement shall be made to your main office in New York, New York. You may, in your discretion, not deem any check or other remittance to constitute payment until it has been paid by the drawee and the funds representing such payment have become available to you. 21. CREDIT AND BUSINESS CONDUCT INFORMATION AND INVESTIGATION. I authorize you at your discretion to obtain reports and to provide information to others concerning my credit standing and 5 my business conduct. You may ask credit reporting agencies for consumer reports of my credit history. Upon my request you will inform me whether you have obtained any such consumer reports and if you have, you will inform me of the name and address of the consumer reporting agency that furnished the reports to you. 22. JOINT ACCOUNTS: a. If this is a Joint Account, we agree that each of us shall have the authority on behalf of the account to buy, sell (including short sales), and otherwise deal in, through you as brokers, securities, options or other property on margin or otherwise; to receive for the account, confirmations, statements and communications of every kind; to receive for the account and to dispose of money, securities and other property; to make, terminate or modify for the account, agreements relating to these matters or waive any of the provisions of such agreements; and generally to deal with you as if each of us alone were the account owner, all without notice to the other account owners. We agree that notice to any account owner shall be deemed to be notice to all account owners. Each account owner shall be jointly and severally liable for this account. b. You may follow the instructions of any of us concerning this account and make deliveries to any of us, of any or all securities or other property in this account, and make payments to any of us, of any or all monies in this account as any of us may order and direct, even if such deliveries and/or payments shall be made to one of us personally or to third parties. You shall be under no obligation to inquire into the purpose of any such demand for delivery of securities, property, or payment of monies, and you shall not be bound to see to the application or disposition of the said securities, property and/or monies so delivered or paid to any of us. Notwithstanding the foregoing, you are authorized, in your discretion, to require joint action by the joint tenants with respect to any matter concerning the joint account, including the giving or cancellation of orders and the withdrawal of monies, securities or other property. c. In the event of the death of any of us, the survivor(s) shall immediately give you written notice thereof, and you may, before or after receiving such notice, take such proceedings, require such documents, retain such portion of the account as you may deem advisable to protect you against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of any of us who shall have died shall be liable and each survivor will be liable, jointly and severally, to you for any debt or loss in this account resulting from the completion of transactions initiated prior to your receipt of a written notice of such death or incurred in the liquidation of the account or the adjustment of the interests of the respective parties. d. Any taxes or other expenses becoming a lien against or being payable out of the account as the result of the death of any of 6 us, or through the exercise by his or her estate or representatives of any rights in the account shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent. This provision shall not release the decedent's estate from any liability provided for in this agreement. e. DESIGNATION OF TENANCY (This paragraph "22(e)" is not applicable in the State of Texas, where form no. 3882 "Texas Joint Account Supplement..." must be executed and returned with this agreement to you.) You may presume that it is the express intention of us to create an estate or account as joint tenants with rights of survivorship and not as tenants-in-common, unless otherwise provided by striking this paragraph and executing a separate Tenancy-in-Common form and returning it to you. In the event of the death of either or any of us, the entire interest in the joint account shall be vested in the survivor(s) on the same terms and conditions as theretofore held, without in any manner releasing the decedent's estate from the liability. 23. ARBITRATION. * ARBITRATION IS FINAL AND BINDING ON THE PARTIES. * THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL. * PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. * THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. * THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. Any controversy: (1) arising out of or relating to any of my accounts maintained individually or jointly with any other party, in any capacity, with you; or (2) relating to my transactions or accounts with any of your predecessor firms by merger, acquisition or other business combination from the inception of such accounts; or (3) with respect to transactions of any kind executed by, through or with you, your officers, directors, agents and/or employees; or (4) with respect to this agreement or any other agreements entered into with you relating to my accounts, or the breach thereof, shall be resolved by arbitration conducted only at the NYSE, NASD, or AMEX or any self-regulatory organization ("SRO") subject to the jurisdiction of the Securities and Exchange Commission and pursuant to the 7 arbitration procedures then in effect of any such exchange or SRO as I may elect. If I do not make such election by registered mail addressed to you at your main office within 5 days after demand by you that I make such election, then you will have the right to elect the arbitration tribunal of your choice. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class action is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 24. GOVERNING LAW AND APPLICABLE REGULATIONS. This agreement, including the arbitration provisions contained herein, shall be governed by the laws of the State of New York without giving effect to the choice of law or conflict of laws provisions thereof. All transactions for my accounts shall be subject to the regulation of all applicable federal, state and self-regulatory agencies including but not limited to the Securities and Exchange Commission, the various securities and commodity exchanges, the Municipal Securities Rulemaking Board, the NASD, the Board of Governors of the Federal Reserve System and the constitution, rules and customs of the exchange or market (and its clearing house, if any) where executed. I understand that information may be transmitted to such entities as you deem necessary in order to comply with applicable rules and regulations. Actual deliveries are intended on all transactions. I agree not to exceed the exercise limits and/or position limits set by the option exchanges, for my own account, acting alone or in concert with others. 25. BINDING EFFECT. This agreement and its terms shall be binding upon my heirs, executors, successors, administrators, assigns, committee and/or conservators ("successors"). In the event of my death, incompetency, or disability, whether or not any successors of my estate and property shall have qualified or been appointed, you may continue to operate as though I were alive and competent and you may liquidate my account as described in Paragraph 15 above without prior notice to or demand upon my successors. This agreement shall inure to the benefit of your assigns and successors, by merger, consolidation or otherwise (and you may transfer my accounts to any such successors and assigns at your discretion). 26. WAIVER NOT IMPLIED. Your failure to insist at any time upon strict compliance with this agreement or with any of its terms or 8 any continued course of such conduct on your part shall not constitute or be considered a waiver by you of any of your rights. 27. SEVERABILITY. If any provision of this agreement is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed rescinded or modified in order to comply with the relevant law, rule or regulation. All other provisions of this agreement will continue and remain in full force and effect. 28. NO ORAL MODIFICATION; AFFECT ON PRIOR AGREEMENTS. No modification of this agreement shall be effective unless in writing and executed by you and me. This agreement is not subject to any oral qualification; the signing of this agreement supersedes any prior Customer's or Client's Agreement (except those governing transactions in my commodity accounts) made with you or any of your predecessors or assignors. To the extent this agreement is inconsistent with any other agreement governing my account, the provisions of this agreement shall govern. Tax Certification: Under penalties of perjury, I certify that the number shown below on this form is my correct taxpayer identification number or if not, then the number I have entered below per instructions is my correct taxpayer identification number, and that I am not subject to backup withholding because: (a) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (b) the IRS has notified me that I am no longer subject to backup withholding (see below), or (c) I am exempt from backup withholding (see below). Note: You must cross out (b) above if you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. For Those Exempt From Backup Withholding (see instructions), write the word "Exempt" here: - -----------------. Unless I strike this paragraph and initial the same, you are hereby specifically authorized to lend, either separately or with other securities, to either yourself as broker or to others, any securities held by you on margin or as collateral for an Express Credit Loan for my/our accounts or as collateral therefor. This agreement shall continue until signed notice of revocation is received by or from me and, in case of such revocation, it shall continue in effect as to transactions entered into prior thereto. By signing this agreement I acknowledge that my securities may be loaned to you or loaned out to others. I understand that if I decline to accept this provision, you may refuse to extend margin or other loans in relation to my accounts. /Init. /____ 9 NOTICE: Any person, whether married, All rights and benefits of Lehman unmarried or (but not its obligations) under this separated, may apply for a shall inure to Smith Barney Shearson separate account. Inc. (SB), to the same extent as Lehman, while SB acts as the clearing NOTICE: By signing this agreement, I firm for Lehman acknowledge receipt of a receipt of a copy of this agreement. CAUTION TO CLIENT: IT IS IMPORTANT THAT YOU THOROUGHLY READ THIS AGREEMENT BEFORE YOU SIGN IT. Notice: This agreement contains a pre-dispute arbitration clause, which is loc9ted on this page at paragraph 23. Acct. No. Branch Acct. T C IR | | | | | | | | | | | | | | ---------------------------------------- - -------------------------------------------------------------------------------- Client's This Client's social security Signature Date or tax identification number on LB's records is: | | | | | | | | | | | ------------------------------- Other Client's Signatures The social security number of this (All account owners must sign this account is the number of the client sign this agreement) whose name appears first. Do not appears first. enter the nubmer of any other account owner. - ----------------------------------- The social security or tax - ----------------------------------- identification number shown above - ----------------------------------- is incorrect. The CORRECT number is: | | | | | | | | | | | ------------------------------- 10 EX-99.5 7 Exhibit 5 Client's Agreement Prudential Securities - ------------------------------------------------------------------------------- Prudential Securities Incorporated is a subsidiary of The Prudential Insurance Company of America, Newark, New Jersey DBN INVESTMENT CO. - -------------------------------------- Account Name (herein referred to as I) 1. I agree as follows with respect to all of my accounts, in which I have an interest alone or with others, which I have opened or open in the future, with you for the purchase and sale of securities and commodities: 2. I am of full age and represent that I am not an employee of any exchange or of a Member Firm of any Exchange or the NASD, or of a bank, trust company, or insurance company and that I will promptly notify you in writing if I become so employed. 3. All transactions for my account shall be subject to the constitution, rules, regulations, customs and usages, as the same may be constituted from time to time, of the exchange or market (and its clearing house, if any) where executed. 4. Any and all credit balances, securities, commodities or contracts relating thereto, and all other property of whatsoever kind including but not limited to: property belonging to me, owed to me, or in which I may have an interest held by you or carried for my accounts, shall be subject to a general lien, for the discharge of my obligations (including unmatured and contingent obligations) by you. This general lien shall apply to all of my obligations to you, however arising and without regard to whether or not you have made advances with respect to such property. Such credit balances, securities, commodities or contracts relating thereto and all other property, as referenced above, may, without notice to me, be carried in your general loans, and all securities may be pledged, repledged, hypothecated or rehypothecated, separately or in common with other securities or any other property, for the sum due to you thereon or for a greater sum, without retaining in your possession and control, for delivery a like amount of similar securities or other property. At any time and from time to time you may, in your discretion, without notice to me, apply and/or transfer any securities, commodities, contracts relating thereto, cash or any other property therein, interchangeably between any accounts in which I may have an interest whether individual, joint, or otherwise or from any of my accounts to any account guaranteed by me. You are specifically authorized to transfer to my cash account on the settlement day following a purchase made in that account, excess funds available in any of my other accounts, including but not limited to any free balances in any margin account or in any non-regulated commodities account, sufficient to make full payment of this cash purchase. I agree that any debit occurring in any of my accounts may be transferred by you at your option to my margin account. 5. I will maintain such margins as you may in your discretion require from time to time and will pay on demand any debit balance owing with respect to any of my accounts. Whenever in your discretion you deem it desirable for your protection, (and without the necessity of a margin call) including but not limited to an instance where a petition in bankruptcy or for the appointment of a receiver is filed by or against me, or an attachment is levied against my account, or in the event of notice of my death or incapacity, or in compliance with the orders of any Exchange, you may, without prior demand, tender, and without any notice of the time or place of sale, all of which are expressly waived, sell any or all securities, or commodities or contracts relating thereto which may be in your possession, or which you may be carrying for me, or buy any securities, or commodities or contracts relating thereto of which my account or accounts may be short, in order to close out in whole or in part any commitment in my behalf or you may place stop orders with respects to such securities or commodities and such sale or purchase may be made at your discretion on any Exchange or other market where such business is then transacted, or at public auction or private sale, with or without advertising and neither any demands, calls, tenders or notices which you may make or give in any one or more instances nor any prior course of conduct or dealings between us shall invalidate the aforesaid waivers on my part. You shall have the right to purchase for your own account any or all of the aforesaid property at any such sale, discharged of any right of redemption, which is hereby waived. 6. All orders for the purchase or sale of commodities for future delivery may be closed out by you as and when authorized or required by the Exchange where made. Against a "long" position in any commodity contract, prior to maturity thereof, and at least five business days before the first notice day of the delivery month, I will give instructions to liquidate, or place you in sufficient funds to take delivery; and in default thereof, or in the event such liquidating instructions cannot be executed under prevailing conditions, you may, without notice or demand, close out the contracts or take delivery and dispose of the commodity upon any terms and by any method which may be feasible. Against a "short" position in any commodity contract, prior to maturity thereof, and at least five business days before the last trading day of the delivery month, I will give you instructions to cover, or furnish you with all necessary delivery documents; and in default thereof, you may without demand or notice, cover the contracts, or if orders to buy in such contracts cannot be executed under prevailing conditions, you may procure the actual commodity and make delivery thereof upon any terms and by any method which may be feasible. 7. All transactions in any of my accounts are to be paid for or required margin deposited no later than 2:00 p.m. (ET) on the settlement date. 2 8. I agree to pay interest and service charges upon my accounts monthly at the prevailing rate as determined by you. 9. I agree that, in giving orders to sell, all "short" sale orders will be designated as "short" by me and all "long" sale orders will be designated as "long" by me and that the designation of a sell order as "long" is a representation on my part that I own the security and, if the security is not in your possession that it is not then possible to deliver the security to you forthwith and I will deliver it on or before the settlement date. 10. Reports of the execution of orders and statements of my account shall be conclusive if not objected to in writing addressed to the branch manager of the office servicing such account(s) within five days and ten days, respectively, after transmittal to me by mail or otherwise. 11. All communications including margin calls may be sent to me at my address given you, or at such other address as I may hereafter give you in writing, and all communications so sent, whether in writing or otherwise, shall be deemed given to me personally, whether actually received or not. 12. No waiver of any provision of this agreement shall be deemed a waiver of any other provision, nor a continuing waiver of the provision or provisions so waived. 13. I understand that no provision of this agreement can be amended or waived except in writing signed by an officer of your Company, and that this agreement shall continue in force until its termination by me is acknowledged in writing by an officer of your Company; or until written notice of termination by you shall have been mailed to me at my address last given you. 14. . Arbitration is final and binding on the parties. . The parties are waiving their right to seek remedies in court, including the right to jury trial. . Pre-arbitration discovery is generally more limited than and different from court proceedings. . The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. . The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The undersigned agrees, and by carrying an account for the undersigned you agree, all controversies which may arise between us concerning any transaction or the construction, performance or breach of this or any other agreement between us, whether entered 3 into prior, on or subsequent to the date hereof, shall be determined by arbitration. This contract shall be governed by the laws of the State of New York, and shall inure to the benefit of your successors and assigns, and shall be binding on the undersigned, my heirs, executors, representatives, attorneys-in-fact, administrators and assigns. Any controversy arising out of or relating to my account, to transactions with or for me or to this Agreement or the breach thereof, and whether executed or to be executed within or outside of the United States, shall be settled by arbitration before either the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or any other self-regulatory organization of which Prudential Securities Incorporated is a member, as I may elect and under the then existing arbitration procedures of the forum I have elected. If I do not make such election by registered mail addressed to you at your main office within five (5) days after demand by you that I make such election, then you may make such election. Notice preliminary to, in conjunction with, or incident to such arbitration proceeding, may be sent to me by mail and personal service is hereby waived. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof, without notice to me. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 15. If any provision hereof is or at any time should become inconsistent with any present or future law, rule or regulation of any securities or commodities exchange or of any sovereign government or a regulatory body thereof and if any of these bodies have jurisdiction over the subject matter of this agreement, said provision shall be deemed to be superseded or modified to conform to such law, rule or regulation, but in all other respects this agreement shall continue and remain in full force and effect. Lending Agreement You and any firm succeeding to your firm are hereby authorized from time to time to lend separately or together with the property of others either to yourselves or to others any property which you may be carrying for me on margin. This authorization shall apply to all accounts carried by you for me and shall remain in full force until written notice of revocation is received by you at your principal office in New York. 4 By signing this agreement I acknowledge that my securities may be loaned to you or loaned out to others. By signing this agreement, I acknowledge that I have received a copy of this agreement. This agreement contains a pre-dispute arbitration clause at page 1 at paragraph 14. March 24, 1995 /s/ Parviz Nazarian x - -------------- ------------------------- --------------------------- Date Client's Signature Parviz Nazarian 5 EX-10.2 8 Exhibit 6 PROMISSORY NOTE $400,000.00 Los Angeles, California January 28, 1997 FOR VALUE RECEIVED, BENJAMIN NAZARIAN ("Borrower"), hereby promises to pay, to Union Communications Company ("Lender"), ON DEMAND, the sum of FOUR HUNDRED THOUSAND ($400,000.00), with accrued interest at the rate of Seven (7%) per cent, per annum on unpaid balance. All interest shall be computed for the actual number of days elapsed on the basis of a year consisting 360 days. The undersigned shall have the right to prepay without penalty. In the event of default, the undersigned agrees to pay all reasonable fees and cost of collection. Maker, surety, guarantor or endorser of this note waives presentation of payment, notice of non-payment, protest and notices of protest and agrees to all extensions, renewals, or release, discharge or exchange of any other party or collateral notice. IN WITNESS HEREOF, Borrower has executed and delivers this Note as of the day and year first above written. /s/ Benjamin Nazarian --------------------- BENJAMIN NAZARIAN 1 EX-99.6 9 Exhibit 7(a) GRUNTAL & CO. Incorporated Established 1880 14 Wall Street, New York, N.Y. 10005 Client Agreement Please read carefully, sign and return to Kennedy, Cabot & Co. 9470 Wilshire Blvd. Beverly Hills, CA 90212 GENTLEMEN: In consideration of Gruntal & Co., Incorporated ("Gruntal") acting as the clearing broker for one or more of my accounts, I agree with Gruntal as follows: 1. Governing Law; Scope of Agreement; Binding Effect; Modifications and Waivers; Communications; etc. This Agreement and all transactions hereunder shall be subject to all applicable laws, rules and regulations of federal, state and self regulatory authorities, and to the constitution, customs and usages of the exchange or market (and its clearing house, if any) where transactions hereunder are executed. Except where the context requires otherwise, as used herein, the term "you" means Gruntal, and the terms "I", "me", or "we" means the undersigned client, whether an individual or a corporation, trust, partnership or other entity; and the phrase "securities and other property" includes without limitation money, securities, financial instruments and commodities of every kind and nature and related contracts and options, whether currently held or hereafter held, carried or maintained by you or in your possession or control for any purpose, in and for any of my accounts now or hereafter opened, except that the provisions of paragraph 14 herein (the arbitration clause) shall not apply to commodities accounts. This Agreement and its enforcement shall be governed by the law of the State of New York without regard to conflict of law provisions; shall apply to all accounts (individual and joint) with you, whether now opened, or hereafter opened, in which I have an interest hereinafter collectively referred to as "my accounts"); and shall inure to the benefit of and be binding upon you and me and our respective estates, executors, administrators, successors and assigns. No provision of this Agreement shall be waived, altered, modified or amended except by a writing signed by an authorized officer of your organization. Your failure to insist at any time upon strict compliance with this Agreement or with any of its terms shall not constitute a waiver by you of any of your rights. You shall have the right to terminate this Agreement at any time upon notice to me. Communications may be sent to me at my address as shown hereon, or at such other address as I may hereafter give you in writing, and in communications so sent, whether by mail, telegram, messenger or otherwise, shall be deemed given to me personally, whether actually received or not. 2. Client Representations. (a) Representations by Clients Who Are Individuals. I represent I am of the age of majority, no one except me has an interest in my accounts except as disclosed to you in writing and I am not an employee of any exchange or any member of any firm of any exchange or the NASD, or of any corporation of which any exchange owns a majority of the capital stock, or of a bank, trust company or insurance company, or any corporation, firm or individual engaged in the business of dealing, either as broker or as principal, in securities, bills of exchange, acceptances or other forms of commercial paper, unless I have notified you to that effect, and I will promptly notify you if I become so employed. IMPORTANT TO MAINTAIN YOUR ACCOUNT WITH US THIS AGREEMENT MUST BE SIGNED BY ALL ACCOUNT OWNERS ON REVERSE SIDE AND RETURN. PLEASE READ IT CAREFULLY (b) Representations by Clients Which Are Corporations, Trusts, Partnerships or Other Entities (including Employee Benefit Plans and IRA Accounts). The undersigned entity represents that it is a duly formed and existing entity under the laws of its state or jurisdiction of formation and is qualified and (if it is a corporation) in good standing in every jurisdiction in which it does business. The person or persons designated to act for the undersigned entity have been duly authorized by all necessary and appropriate actions; such person or persons have full authority to execute this Agreement and all related documents on its behalf and to act for it in all matters regarding its account(s); you may at all times rely on the fact of such authority without any duty to investigate into either the authenticity or extent thereof; and the party or parties designated as authorized signatories constitute(s) all of the proper and necessary authorized signatories. The undersigned entity will promptly notify you in writing if any of the foregoing representations ceases to be complete and accurate in all respects. (c) Additional Representations By Clients Which Are Employee Benefit Plans or IRA Accounts (collectively hereinafter referred to as the "Plan"). The undersigned represents that the Plan Trustee or other fiduciary or individual entity responsible for making investment decisions (the "Named Fiduciary"), (i) is independent, knowledgeable and sophisticated about securities investments, (ii) is responsible for determining the appropriateness of any investment in accordance with the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code, as amended, and (iii) principally relies upon information from a variety of sources other than Gruntal in determining the choice of an investment. The undersigned acknowledges and agrees that (i) Gruntal maintains an account for the Plan and, as broker-dealer, buys or sells securities according to the instructions of the Named Fiduciary or its designee, and (ii) the role of Gruntal and its employees does not include providing individualized advice on a regular basis based on the particular needs of the Plan regarding such matters as, among other things, investment policies or strategies, overall portfolio composition or diversification of plan investments. Unless otherwise agreed to in a writing signed on behalf of both the Plan and Gruntal, Gruntal does not have any discretion to direct investment of such account and does not act as investment advisor, counselor or fiduciary to the Plan. 3. Payments. I agree to pay on demand any balance owing with respect to any of my accounts, including interest and commissions and any cost of collection (including attorneys' fees). At your sole discretion, you may at any time demand full payment of the balance due in any of my accounts plus any interest charges accrued thereon. You may, at your sole discretion, apply payments of interest, dividends, premium and principal received on any securities and other property in any of my accounts, whether pursuant to the terms of such collateral or upon the sale of the collateral, to the payment of the balance due in my accounts, or pay such amounts to me. 4. Responsibility of Gruntal. I agree that Gruntal shall not be responsible for the conduct of the introducing broker and its only responsibilities to me relate to the clearing and bookkeeping of transactions in my accounts and the execution of those orders directed to Gruntal for execution. 5. Security Interest and Lien. All securities and other property which you may at any time be holding or carrying in any of my accounts which may at any time be in your possession for any purpose, including safekeeping, shall be subject to a general lien and shall be held as security for the discharge of all my obligations to you, irrespective of whether or not you have made advances in connection therewith, and you are authorized to sell and/or purchase any and all securities and other property in any such account, or to transfer any such securities and other property to any of my other accounts (except regulated commodities accounts), without notice, to satisfy such general lien. 6. Trades; Settlement Date. All orders for the purchase or sale of securities and other property will be authorized by me and executed with the understanding that an actual purchase or sale is intended and that it is my intent and obligation in every case to deliver certificates or commodities to cover any and all sales or to receive and pay for the certificates or commodities upon your demand. The designation of a sale order as 2 "long" is a representation by me that I own the security, and if the security is not in your possession at the time of the contract for sale, I agree to deliver the security to you by settlement date. In case of non-delivery of the security, you are authorized without notice to me to purchase the security to cover my position and charge any loss to my account. If you fail to receive payment for securities purchased by settlement date, you may, without prior demand or notice, sell securities held by you in any of my accounts and any loss resulting therefrom will be charged to my account. 7. New Account Form. I have provided you with the information reflected on your New Account Form, which I have reviewed, including without limitation information relating to my financial situation, investment objectives and background. This information is complete and accurate as of the date hereof and I will promptly notify you in writing should any such information cease to be accurate or complete. 8. Finality of Reports. Confirmations of orders in my accounts shall be conclusive if I do not object thereto in writing received by you within ten business days after you mail the confirmations to me. Statements of accounts shall be conclusive if I do not object thereto in a writing received by you within twenty business days after you mail the statements to me. No objections by me shall be effective unless timely received and addressed to you at the above address, attention: Manager, Compliance Department. 9. Margin Accounts. THIS PARAGRAPH 9 AND THE LENDING AGREEMENT BELOW BECOME OPERATIVE IF TRANSACTIONS ARE EFFECTED IN A MARGIN ACCOUNT, AS DEFINED UNDER REGULATION "T", OR IF AN ACCOUNT IS MAINTAINED ON A MARGIN ACCOUNT BASIS. (a) If securities are purchased on margin and/or deposited against monies owed or borrowed, you may open a margin account as defined in Regulation T and maintain such securities as collateral for my indebtedness. I agree to comply with such Regulation and applicable exchange maintenance requirements for a margin account. I also agree to maintain such collateral in my account as you may in your discretion from time to time establish as your internal maintenance requirements and acknowledge that you may in your discretion change such requirements without notice. I also acknowledge you are not obligated to request additional margin from me if my account falls below any of the foregoing maintenance requirements, and there may be circumstances when you will liquidate securities or other property in my account without notice if my account falls below any such maintenance requirements. I will pay on demand any balance owing with respect to my margin account. (b) The securities and other property in my account may be carried in your general loans and commingled with securities carried for the accounts of other customers or with securities carried for other persons under a lien for a loan made by you and may be pledged, repledged, hypotheticated or rehypotheticated, separately or in common with other securities and other property for the sum due to you thereon or for a greater sum and without retaining in your possession and control for delivery a like amount of similar securities and other property. (c) In the event of my death or whenever in your discretion you consider it necessary for your protection, you may without notice sell any or all securities and other property held in any of my accounts, cancel any open orders for the purchase or sale of any securities and other property, and borrow or buy in all securities and other property required to make delivery against any sale, including a short sale, effected for me. Such sale or purchase may be made according to your judgment and at your discretion on the exchange or other market where such business is then usually transacted or at public auction or at private sale, without advertising or notice to me, and no demands, calls, tenders or notices which you may make or give in any one or more instances shall invalidate the aforesaid waiver on my part. At any such sale you may purchase the securities and other property free of any right of redemption and I shall be liable for any deficiency in my accounts. (d) I agreed to pay, monthly, charges upon my margin accounts in accordance with your Statement of Credit Terms, a copy of which I acknowledge receiving, and such other charges as you may make to cover you facilities and services. 3 (e) I agree that in giving orders to sell all "short" sales orders will be designated as "short" and all "long" sales orders will be designated as "long". (f) My accounts (other than any regulated commodity account) guarantee one another and the margin required to be maintained therein may be determined on a consolidated basis. You may use the securities and other property in any of my accounts (other than any regulated commodity account) to carry any of my other accounts or to pay any deficit therein. At any time and from time to time, in your discretion, you may, without notice to me, apply and/or transfer any and all securities and other property interchangeably between any of my accounts, or from any of my accounts (other than from regulated commodity accounts) to any account guaranteed by me. You may transfer from my commodity account to any of my other accounts such excess funds as may be required to avoid a margin call, provided any such transfer shall be in compliance with the Commodities Exchange Act if applicable. 10. Free Credit Balances. I authorize you to invest the free credit balances in my securities account in money market funds, and, without notice, to redeem my money market fund shares to the extent necessary to satisfy any debits arising in any of my securities accounts. 11. Impartial Lottery Allocation. When you hold on my behalf bonds or preferred stocks in street or bearer form which are callable in part, I agree to participate in the impartial lottery allocation system of called securities in accordance with New York Stock Exchange rules. 12. Service Charge. I understand that Gruntal may impose service charges on accounts that generate only limited commission or other revenue. I agree to pay any such service charge as may be set by Gruntal from time to time, unless I give you written instructions to transfer or deliver my account within ten (10) days after receiving a statement or other notice reflecting the imposition of such service charge. 13. Credit Investigation. I authorize you to obtain reports concerning my credit standing and my business conduct. Upon my request, you will inform me whether you have obtained credit reports and, if you have, you will inform me of the name and address of the agency that furnished the reports to you. 14. ARBITRATION (THIS PARAGRAPH 14 IS AN AGREEMENT TO ARBITRATE CERTAIN DISPUTES). * Arbitration is final and binding on the parties. * The parties are waiving their rights to seek remedies in court, including the right to jury trial. * Pre-arbitration discovery is generally more limited than and different from court proceedings. * The arbitrators', award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. * The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. Any dispute I now or hereafter may have with Gruntal or the broker-dealer introducing my account to Gruntal or any of their current or former officers, directors, agents and/or employees, arising out of or relating to any of my accounts with Gruntal or such introducing broker-dealer or to transactions heretofore or hereafter made therein or to any agreement between myself and Gruntal or such introducing broker-dealer, shall be settled by arbitration. Any such arbitration shall be held before the facilities of the New York Stock Exchange, Inc., the National Association of Securities Dealers, Inc. or any other self-regulatory organization having proper jurisdiction, as I may elect, and shall be conducted pursuant to applicable Federal laws, the laws of the State of New York, without regard to conflict of laws, and the rules of the selected arbitral facility. If I do not make such election by certified mail addressed to you in care of your Legal Department within five days after I receive notice from you requesting such election, then I authorize you to make such election on my behalf. The award of the arbitrators, or of a majority of them, shall be final. Judgment upon the award rendered may be entered in any court having jurisdiction. 4 This agreement to arbitrate does not apply to disputes arising under certain laws to the extent it has been determined as a matter of law by controlling authority that I cannot be compelled to arbitrate such claims. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 15. Joint Accounts. (a) Each of the undersigned shall have authority to buy, sell (including short sales), and otherwise deal in, through you as broker, securities or commodities, on margin or otherwise, to receive confirmations, statements and communications of every kind; to receive securities and other property and to dispose of same; to make agreements relating to these matters; to terminate or modify such agreements or waive any of the provisions thereof; and generally to deal with you as if each of the undersigned alone were the owner of the account(s), all without notice to the other joint tenant. The liability of each of the undersigned for the account(s) shall be joint and several. (b) You may follow the oral or written instructions of either of us concerning the account(s) and make deliveries of any or all securities, commodities or other property, or make payments of monies therein, as either of us may order and direct, even if such deliveries and/or payments shall be made to one of us personally, and not for such account(s). You shall be under no obligation to inquire into the purpose of any such instructions, and you shall not be bound to see to the application or disposition of the securities, commodities, property or monies so delivered or paid to either of us. (c) In the event either of us die, the surviving party to the account shall immediately give you written notice thereof, and you may, before or after receiving such notice, cancel or complete open orders for the purchase or sale of any securities or commodities, place orders for the sale or purchase of securities or commodities being carried for the undersigned for which payment has not been made or for which the account of the undersigned is short as though each of the undersigned were alive, and take such other proceedings, require such documents, retain such portion of and/or restrict transactions in the account as you may deem advisable to protect you against any tax, liability, penalty or loss under any present or future laws or otherwise, in each case without prior notice to or demand upon the surviving party to the account or the heirs, executors or administrators of the decedent. The estate shall be liable and each survivor will be liable, jointly and severally, to you for any debt or loss in an account resulting from the completion of transactions initiated prior to your receipt of a written notice of such death or incurred in the liquidation of the account or the adjustment of the interests of the respective parties. (d) Any taxes or other expenses becoming a lien against or being payable out of the account as the result of the death of any of us, or through the exercise by his or her estate or representatives of any rights in the account shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent. This provision shall not release the decedent's estate from any liability provided for in this Agreement. We understand that you will presume that it is our express intention in opening an account to create an estate or account as joint tenants with rights of survivorship and not as tenants-in-common, unless we otherwise inform you in writing at the time our account is opened. Please Note: If you desire to open a community property account with us, in addition to signing and returning to us this Client Agreement, you must sign and return a separate Community Property Agreement. 5 TAX CERTIFICATION: Under penalties of perjury, I certify (1) that the number shown on this form is my correct taxpayer identification number and (2) that I am not subject to backup withholding as a result of failure to report all interest or dividends, or the Internal Revenue Service has notified me that I am no longer subject to backup withholding. (I understand that if I have been notified by the IRS that I am subject to backup withholding as a result of dividend or interest underreporting, I must cross out the information contained in clause (2) of this paragraph). Margin Account: Unless I strikeout this paragraph and initial the same, you are hereby specifically authorized to lend, either separately or with other securities, to either yourself as broker or to others, any securities held by you on margin or as collateral for my/our accounts or as collateral therefore. This agreement shall continue until signed notice of revocation is received from me and, in case of such revocation, it shall continue in effect as to transactions entered into prior thereto. If I strike out this paragraph and initial the same, or if this agreement is subsequently revoked, then the provisions of Section 9 herein shall be inoperative. IT IS IMPORTANT THAT YOU THOROUGHLY READ THIS AGREEMENT BEFORE YOU SIGN IT. BY SIGNING BELOW, YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, THE STATEMENT OF CREDIT TERMS AND YOUR NEW ACCOUNT FORM. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE (PAGE 2, PARAGRAPH 14). Account Number Branch Account - --- --- --- --- --- --- --- --- 8 7 5 7 3 2 3 0 - --- --- --- --- --- --- --- --- - -------------------------------------------------------------------------------- Client's Signature Date X /s/ Benjamin Nazarian 8/17/95 - -------------------------------------------------------------------------------- Other Owner's Signature Date X - -------------------------------------------------------------------------------- The Social Security or Tax ID Number on Gruntal & Co., Inc. Records is: - --- --- --- --- --- --- --- --- --- 6 0 3 1 4 9 2 0 1 - --- --- --- --- --- --- --- --- --- All communications for this account are to be mailed to: Name and Address Benjamin Nazarian, 2000 Pasadena Ave, LA, CA 90031 If the above is incorrect, insert correct Number below: - --- --- --- --- --- --- --- --- --- - --- --- --- --- --- --- --- --- --- Other Owner's Social Security or Tax ID Number is: - --- --- --- --- --- --- --- --- --- - --- --- --- --- --- --- --- --- --- PRINT YOUR NUMBERS LIKE THIS - --- --- --- --- --- --- --- --- --- 1 2 3 4 5 6 7 8 9 - --- --- --- --- --- --- --- --- --- The Securities and Exchange Commission has SEC RULE 14b-1(c) SURVEY adopted a rule intended to provide for improved communications between companies who issue securities By signing below you are instructing Gruntal not to and the shareholders who own those securities. disclose your name, address and security position to requesting companies in which you hold securities. In order to facilitate the ability of such companies to communicate with their shareholders, the If you do not sign below, Gruntal will be legally rule requires us to provide your name, address and obligated to disclose your identify to requesting securities position to each company in which you hold companies in which we hold securities for your account. securities upon request of the company. For your protection, the rule prohibits the company from using this information for any other purpose except communicating directly with you. The rule requires that we afford you an opportunity to inform us if you do not wish your name, address and holdings disclosed to requesting companies whose shares you hold. As required by SEC regulations we will be mailing to you notices, proxies and reports provided by companies in which you hold securities. SEC RULE 14b-1(c) SURVEY By signing below you are instructing General not to disclose your name, address and security position to requesting companies in which you hold securities. If you do not sign below, Gruntal will be legally obligated to disclose your identity to requesting companies in which we hold securities for your account. Signature ____________________________ Date _______________ Signature ____________________________ Date _______________ PLEASE SIGN AND RETURN THIS PAGE OF THE AGREEMENT 6 EX-99.7 10 Exhibit 7(b) LEHMAN BROTHERS Client Agreement Please read carefully, sign and return: To: Lehman Brothers Inc. Customer Account Services 388 Greenwich Street, 20th Floor New York, NY 10013-2396 In consideration of Lehman Brothers Inc. ("Lehman") accepting my account and agreeing to act as my broker, I agree to the following with respect to any of my accounts with you for extensions of credit and the purchase and sale of securities, put & call options, and other property. This agreement shall not become effective until accepted by you in your New York office. Acceptance may be evidenced by internal records maintained by you. Throughout this agreement, "I," "me," "my," "we," and "us" refer to the client and all others who are legally obligated on my accounts. "You" and "your" refer to Lehman, its subsidiaries and parents and any and all divisions or other entities, their officers, directors, agents and/or employees. 1. MY REPRESENTATIONS. I represent that I am of the age of majority according to the laws of my place of residence. I further represent that I am not an employee of any exchange or of a member firm of any exchange or of a member of the National Association of Securities Dealers, Inc. ("NASD"), or of a bank, trust company, or insurance company unless I have notified you to that effect. If I become so employed, I agree to notify you promptly. I also represent that no persons other than those signing this agreement have an interest in my account. 2. DEFINITION OF "PROPERTY". The word "property" is used herein to mean securities of all kinds, monies, options, commodities, and contracts for the future delivery of, or otherwise relating to, commodities or securities and all other property usually and customarily dealt in by brokerage firms. 3. ORDERS, EXECUTIONS, DELIVERIES, SETTLEMENTS AND ORAL AUTHORIZATIONS. I agree that, in giving orders to sell, all "short" sales orders will be designated as "short" and all "long" sales orders will be designated as "long". "Short sale" means any sale of a security not owned by the seller or any sale that is consummated by delivery of a borrowed security. I also agree that you may at your discretion immediately cover any short sales in my account. The designation on a sale order as "long" is a representation on my part that I own the security, and if the security is not in your possession at the time of the contract for sale, I agree to deliver the security to you by settlement date. In case of non-delivery of a security, you are authorized to purchase the security to cover my position and charge any loss, commissions and fees to my account, I agree that if you fail to receive payment for securities purchased you may, without prior demand or notice, sell securities or other property held by you in any of my accounts and any loss resulting therefrom will be charged to my account. By accepting my limit order for transactions in securities in the NASDAQ or over-the-counter market, you undertake to monitor the interdealer market and to seek to execute my order only if the inside bid (in the case of a limit order to sell, the highest price at which a dealer is being quoted as willing to buy securities) or the inside asked (in the case of a limit order to buy, the lowest price at which a dealer is being quoted as willing to sell securities) reaches my limit price. You reserve the right, while my limit order remains unexecuted, to trade for your own market-maker account at prices equal to or better than my limit order price and not to execute my order against incoming orders from other customers. For example, if the inside market is 10 bid, 10 1/4 asked and I place a limit order to sell securities at 101/8, you will seek to execute my order only if the inside bid reaches my limit price of 101/8 (exclusive of any markdown or commission equivalent that you may charge in connection with the transaction) and, while my order remains unexecuted, you may continue to sell securities for your market-maker account at prices at or above 101/8. Unless I have directed that the order be executed on a specified exchange or market and you have agreed to such execution, you will, at your sole discretion and without prior notification to me, execute any order to purchase or sell securities on the over-the counter market in any location or on any exchange, including a foreign exchange where such security is traded, either on a principal or agency basis. I agree that you shall incur no liability in acting upon oral instructions given to you concerning my account. 4. OPTION POSITIONS. I agree not to enter into any purchase or sale of equity, debt, foreign currency or index pull & call options or Index Participations without having read and fully understood the terms, conditions and risks, as set forth in the Characteristics and Risks of Standardized Options booklet and/or Index Participations booklet, and applicable supplements which you agree to furnish me prior to such transactions. I understand clients' short option positions are assigned on a random selection method pursuant to an automated system. All short option positions can be assigned at any time including the day written. 5. NOTICE TO EXERCISE OPTIONS. If I purchase any listed option, I will notify you of my intention to exercise such option no later than two hours before the expiration time of the option (one hour in the case of an over-the-counter option). Failure to give such notice will constitute an abandonment of the option, in which event it may be exercised for my account if it would be 2 profitable to do so. Except as required by the Options Clearing Corporation Rules, you have no obligation to exercise any option absent specific instructions from me to that effect. If it would not be profitable for my account due to commission expenses, it may be permitted to expire or, at your discretion, sold or acquired by you for some equitable payment to me based on your expenses and risk, without any liability or responsibility on your part to me. 6. IMPARTIAL LOTTERY ALLOCATION SYSTEM. When you hold on my behalf bonds or preferred stocks in street or bearer form which are callable in part, I agree to participate in the impartial lottery allocation system of the called securities in accordance with the provisions of the New York Stock Exchange, Inc. ("NYSE") rules. Further, I understand when the call is favorable, no allocation will be made to any account in which you, your officers, or employees, have a financial interest until all other clients' positions in such securities are satisfied on an impartial lottery basis. 7. RESTRICTIONS ON TRADING; TERMINATION. I understand that you may in your sole discretion prohibit or restrict trading of securities or substitution of securities in any of my accounts. You have the right to terminate any of my accounts (including multiple owner accounts) at any time by notice to me. 8. TRANSFER OF FUNDS BY WIRE. By giving you instructions to transfer funds by wire from my accounts to any bank or other entity, I agree to provide you with an accurate account number designating the account to receive such funds. I acknowledge that the bank or other receiving entity may be under no obligation to verify the identity of the beneficiary of the funds transfer and may rely exclusively upon the account number provided by me. I agree to indemnify and hold you harmless from and against all liabilities arising from the provision by me of an inaccurate account number. 9. TRANSFER OF EXCESS FUNDS; EXCHANGE RATE FLUCTUATIONS. You may transfer excess funds between any of my accounts (including commodity accounts) for any reason not in conflict with the Commodity Exchange Act or any other applicable law. If any transactions are effected on an exchange in which a foreign currency is used, any profit or loss as a result of a fluctuation in the exchange rate will be charged or credited to my account. 10. TEMPORARY INVESTMENT OF FREE CREDIT BALANCES; BOND PRINCIPAL AND INTEREST PAYMENTS. I authorize, but do not require, you to automatically invest on a periodic basis the free credit balances in my accounts, including interest and dividends paid to me, in mutually selected money market funds or, in the absence of such selection, in money market funds of your designation. You are not required to remit interest or dividends to me on a daily basis. With respect to bond principal and interest payments, you may credit my account with principal and interest due on the 3 payment dates and are entitled to recover any such payments from me if the same are not actually received by you from the trustee or paying agent. With respect to debits arising from bond principal and interest payments or any other debits, you may redeem my money market fund shares, without notice, to the extent necessary to satisfy any debits arising in any of my accounts. I acknowledge that interest will not be paid to me on credit balances in any of my accounts unless specifically agreed to by you in writing. 11. FEES AND CHARGES. I understand that you may impose various service charges and other fees relating to my account as well as charge commissions and other fees for execution of transactions to purchase and sell securities, put & call options or other property, and I agree to pay such charges, commissions and fees at your then prevailing rates. I also understand that such charges, commissions and fees may be changed from time to time without notice to me and I agree to be bound thereby. I may be subject to an administrative fee on any of my accounts which produce insufficient commission revenue for any calendar year and you will notify me prior to applying this fee. I agree to pay a late charge, to the extent permitted by law, if I purchase securities on a cash basis and fail to pay for such securities by settlement date. Any late charge you may impose will be at the maximum rate of interest set forth in your disclosure statement and may be charged from the settlement date to the date of payment. 12. ACCURACY OF REPORTS; COMMUNICATIONS. Confirmation of orders and statements of my accounts shall be conclusive if not objected to in writing within ten days after mailing by you to me. In the event I fail to receive a confirmation within ten days from the date of a transaction in my account, I agree to notify you immediately in writing. Communications mailed to me at the address specified by me shall, until you have received notice in writing from me of a different address, be deemed to have been personally delivered to me and I agree to waive all claims resulting from failure to receive such communications. 13. INTRODUCED ACCOUNTS. If my account has been introduced to you and is carried by you only as a clearing broker, I agree that you are not responsible for the conduct of the introducing broker and your only responsibilities to me relate to the execution, clearing and bookkeeping of transactions in my accounts. 14. SECURITY INTEREST. As security for the payment of all liabilities or indebtedness presently outstanding or to be incurred under this or any other agreement between us, and for all liabilities or indebtedness I may have to you now or in the future, I grant you a security interest in any and all property belonging to me or in which I may have an interest, held by you or carried in any of my accounts including individual, multiple owner or commodity accounts. All property shall be subject to such security interest as collateral for the discharge of my 4 obligations to you, wherever or however arising and without regard to whether or not you have made loans with respect to such property. You are hereby authorized to sell and/or purchase any and all property in any of my accounts or to liquidate any open commodity futures or forward contracts in any of my accounts without notice in order to satisfy such obligations. In enforcing your security interest, you shall have the discretion to determine which property is to be sold and the order in which it is to be sold and shall have all the rights and remedies available to a secured party under the New York Uniform Commercial Code. Without your prior written consent, I will not cause or allow any of the collateral held in my account, whether now owned or hereafter acquired, to be or become subject to any liens, security interests, mortgages or encumbrances of any nature other than your security interest. 15. LIQUIDATION OF COLLATERAL OR ACCOUNT. You may sell any or all property held in any of my accounts and cancel any open orders for the purchase or sale of any property without notice in the event of my death or whenever in your discretion you consider it necessary for your protection. In such events you also may borrow or buy-in all property required to make delivery against any sale, including a short sale, effected for me. Such sale or purchase may be public or private and may be made without advertising or notice to me and in such manner as you may in your discretion determine. No demands, calls, tenders or notices which you may make or give in any one or more instances shall invalidate the foregoing waiver on my part. At any such sale you may purchase the property fee of any right of redemption and I shall be liable for any deficiency in my accounts. 16. LOANS. From time to time you may, at your discretion, make loans to me for any purpose, including the purpose of purchasing, carrying or trading in securities ("Margin Loans") or for a purpose other than purchasing, carrying or trading in securities ("Express Credit Loans"). Pursuant to Regulation T, Margin Loans will be made in a Margin Account and Express Credit Loans will be made in a nonsecurities credit account ("Express Credit Account"). The minimum and maximum amount of any particular loan may be established by you in your discretion regardless of the amount of collateral delivered to you and you may change such minimum and maximum amounts from time to time. 17. EXPRESS CREDIT. I agree not to use the proceeds of any Express Credit Loan to purchase, carry or trade in securities. I also agree not to use Express Credit Loan proceeds directly or indirectly to repay other debt that I incur for the purpose of purchasing, carrying or trading in securities. 18. PAYMENT OF LOANS ON DEMAND. I agree to pay ON DEMAND any balance owing with respect to any of my accounts including interest and commissions and any costs of collection (including attorneys' fees, if incurred by you). I understand that you may demand full payment of the balance due in my accounts plus any interest charges accrued thereon, at your sole option, at any time without cause and whether or not such demand is made for your protection. I understand that all loans made are not for any specific term or duration but are due and payable at your discretion upon a demand for payment made to me. I agree that all payments received for my accounts including interest, dividends, premiums, principal or other payments may be applied by you to any balances due in my accounts. 19. MAINTENANCE OF COLLATERAL. I understand that the properties in my Margin Account and/or Express Credit Account may be carried as general loans and may be pledged or hypothecated by you separately or in common with other properties. The pledge or hypothecation by you may secure your indebtedness equal to or greater than the amount owed to you by me. I agree to deposit additional collateral, as you may in your discretion require from time to time, in the form of cash or securities in accordance with the rules and regulations of the Federal Reserve Board, the NYSE, the American Stock Exchange, Inc. ("AMEX"), other national securities exchanges, associations or regulatory agencies under whose jurisdiction you are subject and your own minimum house margin maintenance requirements. In the event I no longer maintain a debit balance or an indebtedness to you, it is understood that you will fully segregate all securities in my accounts in your safekeeping or control (directly or through a clearing house) and/or deliver them to me upon my request. 20. INTEREST CHARGES AND PAYMENTS. I agree to pay interest, to the extent not prohibited by the laws of the State of New York, upon all amounts advanced and other balances due on my accounts in accordance with your usual custom, which may include the compounding of interest. Your custom, which may change from time to time, is set forth in your disclosure statement, which by this reference is herein specifically incorporated. By entering into any transactions with you after I receive your disclosure statement, I acknowledge that I have read and agreed to its terms for all past and future transactions in my account. I understand that interest on all debit balances shall be payable ON DEMAND and that in the absence of any demand interest shall be due on the first business day of each interest period. My daily net debit balance will include accrued interest I have not paid from prior interest periods, if any. I understand that to the extent permitted by applicable law you may charge me interest on the unpaid interest previously added to my debit balance; that is, you may charge me compound interest. Payments of interest and principal and all other payments made by me under this agreement shall be made to your main office in New York, New York. You may, in your discretion, not deem any check or other remittance to constitute payment until it has been paid by the drawee and the funds representing such payment have become available to you. 21. CREDIT AND BUSINESS CONDUCT INFORMATION AND INVESTIGATION. I authorize you at your discretion to obtain reports and to provide information to others concerning my credit standing and 5 my business conduct. You may ask credit reporting agencies for consumer reports of my credit history. Upon my request you will inform me whether you have obtained any such consumer reports and if you have, you will inform me of the name and address of the consumer reporting agency that furnished the reports to you. 22. JOINT ACCOUNTS: a. If this is a Joint Account, we agree that each of us shall have the authority on behalf of the account to buy, sell (including short sales), and otherwise deal in, through you as brokers, securities, options or other property on margin or otherwise; to receive for the account, confirmations, statements and communications of every kind; to receive for the account and to dispose of money, securities and other property; to make, terminate or modify for the account, agreements relating to these matters or waive any of the provisions of such agreements; and generally to deal with you as if each of us alone were the account owner, all without notice to the other account owners. We agree that notice to any account owner shall be deemed to be notice to all account owners. Each account owner shall be jointly and severally liable for this account. b. You may follow the instructions of any of us concerning this account and make deliveries to any of us, of any or all securities or other property in this account, and make payments to any of us, of any or all monies in this account as any of us may order and direct, even if such deliveries and/or payments shall be made to one of us personally or to third parties. You shall be under no obligation to inquire into the purpose of any such demand for delivery of securities, property, or payment of monies, and you shall not be bound to see to the application or disposition of the said securities, property and/or monies so delivered or paid to any of us. Notwithstanding the foregoing, you are authorized, in your discretion, to require joint action by the joint tenants with respect to any matter concerning the joint account, including the giving or cancellation of orders and the withdrawal of monies, securities or other property. c. In the event of the death of any of us, the survivor(s) shall immediately give you written notice thereof, and you may, before or after receiving such notice, take such proceedings, require such documents, retain such portion of the account as you may deem advisable to protect you against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of any of us who shall have died shall be liable and each survivor will be liable, jointly and severally, to you for any debt or loss in this account resulting from the completion of transactions initiated prior to your receipt of a written notice of such death or incurred in the liquidation of the account or the adjustment of the interests of the respective parties. d. Any taxes or other expenses becoming a lien against or being payable out of the account as the result of the death of any of 6 us, or through the exercise by his or her estate or representatives of any rights in the account shall be chargeable against the interest of the survivor(s) as well as against the interest of the estate of the decedent. This provision shall not release the decedent's estate from any liability provided for in this agreement. e. DESIGNATION OF TENANCY (This paragraph "22(e)" is not applicable in the State of Texas, where form no. 3882 "Texas Joint Account Supplement..." must be executed and returned with this agreement to you.) You may presume that it is the express intention of us to create an estate or account as joint tenants with rights of survivorship and not as tenants-in-common, unless otherwise provided by striking this paragraph and executing a separate Tenancy-in-Common form and returning it to you. In the event of the death of either or any of us, the entire interest in the joint account shall be vested in the survivor(s) on the same terms and conditions as theretofore held, without in any manner releasing the decedent's estate from the liability. 23. ARBITRATION. * ARBITRATION IS FINAL AND BINDING ON THE PARTIES. * THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO A JURY TRIAL. * PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. * THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED. * THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. Any controversy: (1) arising out of or relating to any of my accounts maintained individually or jointly with any other party, in any capacity, with you; or (2) relating to my transactions or accounts with any of your predecessor firms by merger, acquisition or other business combination from the inception of such accounts; or (3) with respect to transactions of any kind executed by, through or with you, your officers, directors, agents and/or employees; or (4) with respect to this agreement or any other agreements entered into with you relating to my accounts, or the breach thereof, shall be resolved by arbitration conducted only at the NYSE, NASD, or AMEX or any self-regulatory organization ("SRO") subject to the jurisdiction of the Securities and Exchange Commission and pursuant to the 7 arbitration procedures then in effect of any such exchange or SRO as I may elect. If I do not make such election by registered mail addressed to you at your main office within 5 days after demand by you that I make such election, then you will have the right to elect the arbitration tribunal of your choice. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class action is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 24. GOVERNING LAW AND APPLICABLE REGULATIONS. This agreement, including the arbitration provisions contained herein, shall be governed by the laws of the State of New York without giving effect to the choice of law or conflict of laws provisions thereof. All transactions for my accounts shall be subject to the regulation of all applicable federal, state and self-regulatory agencies including but not limited to the Securities and Exchange Commission, the various securities and commodity exchanges, the Municipal Securities Rulemaking Board, the NASD, the Board of Governors of the Federal Reserve System and the constitution, rules and customs of the exchange or market (and its clearing house, if any) where executed. I understand that information may be transmitted to such entities as you deem necessary in order to comply with applicable rules and regulations. Actual deliveries are intended on all transactions. I agree not to exceed the exercise limits and/or position limits set by the option exchanges, for my own account, acting alone or in concert with others. 25. BINDING EFFECT. This agreement and its terms shall be binding upon my heirs, executors, successors, administrators, assigns, committee and/or conservators ("successors"). In the event of my death, incompetency, or disability, whether or not any successors of my estate and property shall have qualified or been appointed, you may continue to operate as though I were alive and competent and you may liquidate my account as described in Paragraph 15 above without prior notice to or demand upon my successors. This agreement shall inure to the benefit of your assigns and successors, by merger, consolidation or otherwise (and you may transfer my accounts to any such successors and assigns at your discretion). 26. WAIVER NOT IMPLIED. Your failure to insist at any time upon strict compliance with this agreement or with any of its terms or 8 any continued course of such conduct on your part shall not constitute or be considered a waiver by you of any of your rights. 27. SEVERABILITY. If any provision of this agreement is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed rescinded or modified in order to comply with the relevant law, rule or regulation. All other provisions of this agreement will continue and remain in full force and effect. 28. NO ORAL MODIFICATION; AFFECT ON PRIOR AGREEMENTS. No modification of this agreement shall be effective unless in writing and executed by you and me. This agreement is not subject to any oral qualification; the signing of this agreement supersedes any prior Customer's or Client's Agreement (except those governing transactions in my commodity accounts) made with you or any of your predecessors or assignors. To the extent this agreement is inconsistent with any other agreement governing my account, the provisions of this agreement shall govern. Tax Certification: Under penalties of perjury, I certify that the number shown below on this form is my correct taxpayer identification number or if not, then the number I have entered below per instructions is my correct taxpayer identification number, and that I am not subject to backup withholding because: (a) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (b) the IRS has notified me that I am no longer subject to backup withholding (see below), or (c) I am exempt from backup withholding (see below). Note: You must cross out (b) above if you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. For Those Exempt From Backup Withholding (see instructions), write the word "Exempt" here: - -----------------. Unless I strike this paragraph and initial the same, you are hereby specifically authorized to lend, either separately or with other securities, to either yourself as broker or to others, any securities held by you on margin or as collateral for an Express Credit Loan for my/our accounts or as collateral therefor. This agreement shall continue until signed notice of revocation is received by or from me and, in case of such revocation, it shall continue in effect as to transactions entered into prior thereto. By signing this agreement I acknowledge that my securities may be loaned to you or loaned out to others. I understand that if I decline to accept this provision, you may refuse to extend margin or other loans in relation to my accounts. /Init. /____ 9 NOTICE: Any person, whether married, All rights and benefits of Lehman unmarried or (but not its obligations) under this separated, may apply for a shall inure to Smith Barney Shearson separate account. Inc. (SB), to the same extent as Lehman, while SB acts as the clearing NOTICE: By signing this agreement, I firm for Lehman acknowledge receipt of a receipt of a copy of this agreement. CAUTION TO CLIENT: IT IS IMPORTANT THAT YOU THOROUGHLY READ THIS AGREEMENT BEFORE YOU SIGN IT. Notice: This agreement contains a pre-dispute arbitration clause, which is loc9ted on this page at paragraph 23. Acct. No. Branch Acct. T C IR | | | | | | | | | | | | | | ---------------------------------------- - -------------------------------------------------------------------------------- Client's This Client's social security Signature Date or tax identification number on LB's records is: | | | | | | | | | | | ------------------------------- Other Client's Signatures The social security number of this (All account owners must sign this account is the number of the client sign this agreement) whose name appears first. Do not appears first. enter the nubmer of any other account owner. - ----------------------------------- The social security or tax - ----------------------------------- identification number shown above - ----------------------------------- is incorrect. The CORRECT number is: | | | | | | | | | | | ------------------------------- 10 EX-99.8 11 Exhibit 8 Client's Agreement Prudential Securities - -------------------------------------------------------------------------------- Prudential Securities Incorporated is a subsidiary of The Prudential Insurance Company of America, Newark, New Jersey ______________________________________________________________________________ Dr. Pejman Salimpour Account Name (herein referred to as I) 1. I agree as follows with respect to all of my accounts, in which I have an interest alone or with others, which I have opened or open in the future, with you for the purchase and sale of securities and commodities: 2. I am of full age and represent that I am not an employee of any exchange of a Member Firm of any Exchange or the NASD, or of a bank, trust company, or insurance company and that I will promptly notify you in writing if I become so employed. 3. All transactions for my account shall be subject to the constitution, rules, regulations, customs and usages, as the same may be constituted from time to time, of the exchange or market (and its clearing house, if any) where executed. 4. Any and all credit balances, securities, commodities or contracts relating thereto, and all other property of whatsoever kind, including but not limited to: property belonging to me, owed to me, or in which I may have an interest held by you or carried for my accounts, shall be subject to a general lien, for the discharge of my obligations (including unmatured and contingent obligations) by you. This general lien shall apply to all of my obligations to you, however arising and without regard to whether or not you have made advances with respect to such property. Such credit balances, securities, commodities or contracts relating thereto and all other property, as referenced above, may, without notice to me, be carried in your general loans, and all securities may be pledged, repledged, hypothecated or rehypothecated, separately or in common with other securities or any other property, for the sum due to you thereon or for a greater sum, without retaining in your possession and control, for delivery a like amount of similar securities or other property. At any time and from time to time you may, in your discretion, without notice to me, apply and/or transfer any securities, commodities, contracts relating thereto, cash or any other property therein, interchangeably between any accounts in which I may have an interest whether individual, joint, or otherwise or from any of my accounts to any account guaranteed by me. You are specifically authorized to transfer to my cash account on the settlement day following a purchase made in that account, excess funds available in any of my other accounts, including but not limited to any free balances in any margin account or in any non-regulated commodities account, sufficient 1 to make full payment of this cash purchase. I agree that any debit occurring in any of my accounts may be transferred by you at your option to my margin account. 5. I will maintain such margins as you may in your discretion require from time to time and will pay on demand any debit balance owing with respect to any of my accounts. Whenever in your discretion you deem it desirable for your protection, (and without the necessity of a margin call) including but not limited to an instance where a petition in bankruptcy or for the appointment of a receiver is filed by or against me, or an attachment is levied against my account, or in the event of notice of my death or incapacity, or in compliance with the orders of any Exchange, you may, without prior demand, tender, and without any notice of the time or place of sale, all of which are expressly waived, sell any or all securities, or commodities or contracts relating thereto which may be in your possession, or which you may be carrying for me, or buy any securities, or commodities or contracts relating thereto of which my account or accounts may be short, in order to close out in whole or in part any commitment in my behalf or you may place stop orders with respects to such securities or commodities and such sale or purchase may be made at your discretion on any Exchange or other market where such business is then transacted, or at public auction or private sale, with or without advertising and neither any demands, calls, tenders or notices which you may make or give in any one or more instances nor any prior course of conduct or dealings between us shall invalidate the aforesaid waivers on my part. You shall have the right to purchase for your own account any or all of the aforesaid property at any such sale, discharged of any right of redemption, which is hereby waived. 6. All orders for the purchase or sale of commodities for future delivery may be closed out by you as and when authorized or required by the Exchange where made. Against a "long" position in any commodity contract, prior to maturity thereof, and at least five business days before the first notice day of the delivery month, I will give instructions to liquidate, or place you in sufficient funds to take delivery; and in default thereof, or in the event such liquidating instructions cannot be executed under prevailing conditions, you may, without notice or demand, close out the contracts or take delivery and dispose of the commodity upon any terms and by any method which may be feasible. Against a "short" position in any commodity contract, prior to maturity thereof, and at least five business days before the last trading day of the delivery month, I will give you instructions to cover, or furnish you with all necessary delivery documents; and in default thereof, you may without demand or notice, cover the contracts, or if orders to buy in such contracts cannot be executed under prevailing conditions, you may procure the actual commodity and make delivery thereof upon any terms and by any method which may be feasible. 2 7. All transactions in any of my accounts are to be paid for or required margin deposited no later than 2:00 p.m. (ET) on the settlement date. 8. I agree to pay interest and service charges upon my accounts monthly at the prevailing rate as determined by you. 9. I agree that, in giving orders to sell, all "short" sale orders will be designated as "short" by me and all "long" sale orders will be designated as "long" by me and that the designation of a sell order as "long" is a representation on my part that I own the security and, if the security is not in your possession that it is not then possible to deliver the security to you forthwith and I will deliver it on or before the settlement date. 10. Reports of the execution of orders and statements of my account shall be conclusive if not objected to in writing addressed to the branch manager of the office servicing such account(s) within five days and ten days, respectively, after transmittal to me by mail or otherwise. 11. All communications including margin calls may be sent to me at my address given you, or at such other address as I may hereafter give you in writing, and all communications so sent, whether in writing or otherwise, shall be deemed given to me personally, whether actually received or not. 12. No waiver of any provision of this agreement shall be deemed a waiver of any other provision, nor a continuing waiver of the provision or provisions so waived. 13. I understand that no provision of this agreement can be amended or waived except in writing signed by an officer of your Company, and that this agreement shall continue in force until its termination by me is acknowledged in writing by an officer of your Company; or until written notice of termination by you shall have been mailed to me at my address last given you. 14. - Arbitration is final and binding on the parties. - The parties are waiving their right to seek remedies in court, including the right to jury trial. - Pre-arbitration discovery is generally more limited than and different from court proceedings. The arbitrators award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. - The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The undersigned agrees, and by carrying an account for the undersigned you agree, all controversies which may arise between us concerning any transaction or the construction, performance or breach of this or any other agreement between us, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration. 3 This contract shall be governed by the laws of the State of New York, and shall inure to the benefit of your successors and assigns, and shall be binding on the undersigned, my heirs, executors, representatives, attorneys-in-fact, administrators and assigns. Any controversy arising out of or relating to my account, to transactions with or for me or to this Agreement or the breach thereof, and whether executed or to be executed within or outside of the United States, shall be settled by arbitration before either the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or any other self-regulatory organization of which Prudential Securities Incorporated is a member, as I may elect and under the then existing arbitration procedures of the forum I have elected. If I do not make such election by registered mail addressed to you at your main office within five (5) days after demand by you that I make such election, then you may make such election. Notice preliminary to, in conjunction with, or incident to such arbitration proceeding, may be sent to me by mail and personal service is hereby waived. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof, without notice to me. 15. If any provision hereof is or at any time should become inconsistent with any present or future law, rule or regulation of any securities or commodities exchange or of any sovereign government or a regulatory body thereof and if any of these bodies have jurisdiction over the subject matter of this agreement, said provision shall be deemed to be superseded or modified to conform to such law, rule or regulation, but in all other respects this agreement shall continue and remain in full force and effect. Lending Agreement - ----------------- You and any firm succeeding to your firm are hereby authorized from time to time to lend separately or together with the property of others either to yourselves or to others any property which you may be carrying for me on margin. This authorization shall apply to all accounts carried by you for me and shall remain in full force until written notice of revocation is received by you at your principal office in New York. By signing this agreement I acknowledge that my securities may be loaned to you or loaned out to others. By signing this agreement, I acknowledge that I have received a copy of this agreement. This agreement contains a pre-dispute arbitration clause at page 1 at paragraph 14. 7-19-96 X/s/ P. Salimpour _______________________ ___________________________ X_______________ Date Client's Signature We require two signed copies--White copy must be sent to Home office. Pink copy is to be retained by Branch office. Yellow copy is to be retained by client. Prudential Securities Incorporated, One Seaport Plaza, New York, NY 10292 4 EX-99.9 12 Exhibit 9 SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- This agreement describes the terms and conditions which govern my Prudential Securities Incorporated ("PSI") margin securities account. I agree to comply with these terms and conditions. 1. Unless I give you written notice to the contrary, I am not and will not be an employee of any exchange or a member firm of any exchange or the NASD. I am the only person who has an interest in this account. 2. This agreement will remain in effect for the life of the account and contains our entire understanding. I may instruct PSI to close my account at any time, and I understand I will be responsible for all fees, prior transactions, transactions outstanding as of the time PSI receives my instruction to close my account, as well as for all subsequent deliveries of my assets. In the event of my death, any order I gave PSI prior to my death is binding on my estate unless PSI receives actual notice of my death before the order is executed. 3. I agree to pay for all transactions or when necessary to deposit any required margin no later than 2:00 p.m. (E.T.) on the settlement date. PSI may require me to prepay for any order. PSI shall have a general lien on all money, securities or other property ("property") I may have on deposit with PSI or in which I have an interest, such as a joint account. PSI may, without notice to me and at its discretion, liquidate or transfer any such property in order to satisfy any indebtedness I may have to PSI or to relieve PSI of any risk of a deficit existing in my account. I shall be liable for any remaining deficiency in my account. 4. I agree to conduct my account in accordance with all applicable laws or regulations as well as the rules and practices of any market or clearing house through which my trades may be executed or processed. PSI may conduct all transactions for me in accordance with the customs and usages of securities firms and Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- of the various exchanges. PSI's failure to comply with any rule or regulation which is not otherwise a breach of this agreement shall not relieve me of my obligations under this agreement. 5. PSI may, at its discretion, decline to accept any order from me including instructions to deliver out my account. PSI may require that I transfer my account from PSI. I understand that if I do not promptly transfer my account upon PSI's demand, PSI reserves the right to liquidate positions in my account at its discretion. 6. I agree to pay commissions, charges, interest and fees at PSI's prevailing rates, which may change without notice to me except as otherwise provided by law. I also agree to pay PSI's reasonable attorneys' fees and interest at the highest lawful rate in the event PSI takes legal action to collect any amount due from me to PSI. 7. PSI will send all written communications relating to my account to the mailing address I have given PSI. I acknowledge that if I have a new address I must advise PSI of that address. I understand that all communications sent to the address I have given PSI are deemed to be personally delivered to me. I agree that I will have no claim against PSI based on my failure to receive any communication. 8. All reports of the execution of orders (confirmations) and account statements are binding on me unless I object in writing ten days after mailing to me. I understand that I must advise the Branch Manager at the branch where my account is held, in writing, if I think there is an error or omission in any communication, even if an employee of PSI agrees to correct the error or omission. I understand that, notwithstanding the price at which the execution of an order was reported to me, the actual execution price is binding upon me. 9. If a court, regulatory agency or self-regulatory organization determines that a provision of this agreement is invalid or unenforceable, that decision will apply only to that provision: the rest of the agreement remains in effect. PSI does not waive Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- any of its rights under this agreement, even if it does not insist at all times on strict compliance with all the terms of this agreement. No part of this agreement can be changed unless it is agreed to by me and an officer of PSI in writing. 10. Prudential Securities Incorporated client accounts are protected by SIPC and PSI's excess insurance coverage. 11. This agreement is to be governed by the laws of the State of New York and may be used for the benefit of PSI successors or assigns. I, as well as my representatives (which can include my heirs, executors, administrators, assigns or attorney-in-fact) am bound by the terms of this agreement. 12. - Arbitration is final and binding on the parties. - The parties are waiving their right to seek remedies in court, including the right to jury trial. - Pre-arbitration discovery is generally more limited than and different from court proceedings. - The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. - The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. I agree that any controversy arising out of or relating to my account, to transactions with or for my account or any breach of this or any other agreement between us, whether executed or to be executed within or outside of the United States, and whether entered into prior, on or subsequent to the date indicated on the signature page, shall be determined by arbitration. The arbitration may be before either the New York Stock Exchange, Inc. or the National Association of Securities Dealers, Inc. or any other self-regulatory organization of which Prudential Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- Securities Incorporated is a member, as I may elect and shall be governed by the laws of the State of New York. If I do not make such election by registered mail addressed to PSI at PSI's main office within five (5) days after demand by PSI that I make such election, then PSI may make the election. Any notice in connection with such arbitration proceeding, may be sent to me by mail, and I hereby waive personal service. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction, without notice to me. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action, or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. Margin Agreement 1. I agree to keep whatever margins PSI, in its sole discretion, requires. I promise to pay on demand any debit balance which may be owing in my account. 2. I understand and agree that PSI may, at any time and in its sole discretion, without any margin call or prior demand or notice, sell any property which it is holding or carrying for me, or may buy any property which my account may be short, in order to close out entirely or in part, any commitment I may owe to PSI. PSI may place stop orders in regard to such property. Any sale or purchase may be made in PSI's sole discretion on any exchange or other market, or at public auction or private sale and may be done with or without advertising. PSI may buy for its own account such property and I waive any right to redeem that property. Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- 3. I understand that any prior demand, call or notice that PSI will provide me will not amount to a waiver of its right to act without such demand, call or notice. 4. I agree that in giving an order to sell, a sell order for which I do not own or do not intend to deliver the security will be designated as "short" by me; all other sale orders will be designated as "long" by me. I understand that by designating a sell order as "long" I own the security, and that if the security is not in PSI's possession I represent that I will deliver it on or before the settlement date. 5. PSI and any firm succeeding to PSI are hereby authorized from time to time to lend separately, or together with the property of others, either to PSI or to others, any property, together with all attendant rights of ownership, which PSI may be carrying for me on margin. In connection with such loans, PSI may receive and retain certain benefits to which I will not be entitled. In certain circumstances, such loans may limit, in whole or in part, my ability to exercise voting rights of the securities lent. This authorization shall apply to all accounts carried by PSI for me and shall remain in full force until written notice of revocation is received by PSI at PSI's principal office in New York. Interest Charge And Account Information 1. If any credit is extended to or maintained for me by Prudential Securities Incorporated (PSI) for the purpose of purchasing, carrying or trading in any securities or otherwise, I will be charged interest. 2. If I maintain a margin account with PSI, a portion of the purchase price must be paid on or before the Due Date (which is the settlement date), pursuant to the rules and regulations of the Federal Reserve Board, and the balance is loaned to me. This loaned portion creates the debit balance upon which interest is charged. Each additional purchase adds to my debit balance, as Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- do my interest charges and any other charge which may be assessed to my account. 3. Interest is charged on both margin accounts and cash accounts as set forth in paragraphs 4 and 5 below. Such interest is charged at an annual rate of up to 2-1/2% above the Prudential Securities Base Loan Rate (the "Base Loan Rate"). The differential above the Base Loan Rate applicable to my account will be disclosed to me in writing. The Base Loan Rate will not exceed the higher of(a) short term market rates at which the corporation borrows funds to which a premium, generally not to exceed 250 basis points, has been added or (b) competitive Base Loan Rates posted by other selected broker-dealers. PSI will periodically reset the Base Loan Rate and the rate applied to my account will change without notice in accordance with the resets. When the Base Loan Rate changes during an interest period, interest will be calculated according to the number of days each rate is in effect during the period. If the rate of interest charged to me is increased for any reason, other than the change in the Base Loan Rate, I will be given at least thirty (30) days' prior written notice. I may contact my Financial Advisor to obtain the current Base Loan Rate. PSI's loan agreements with its clients are governed by the laws of the State of New York, where PSI maintains its principal place of business. 4. If I maintain a securities account with PSI, an interest charge will be assessed if payment in full for securities purchased is not received by PSI on or before the Due Date which appears on the trade confirmation. The interest rate I will be charged for such late payments in my cash account will be equal to the Base Loan Rate plus 2-1/2%. 5. If I maintain a cash and margin account, any credit or debit balance in my cash account will be combined with the balance in my margin account for the purpose of computing interest. Interest charges will be made to my margin account. The interest charged to my account by the close of the charge period is added to the debit balance for the next charge period unless paid. The credit generated by any short sales, including short sales Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- against the box, does not reduce my debit balance for the purpose of computing interest until the short position is covered. 6. PSI's interest period runs from the Friday following the third Thursday of the prior month to the third Thursday of the current month. Interest is calculated on the average net daily debit balance which includes any credit (but not credit for short sales) and debit balances in my cash and margin accounts during the interest period. The interest charge is determined by multiplying the average net daily debit balance by the rate of interest and by a fraction, the numerator of which is the number of days in the interest period and the denominator of which is 360. (The amount of interest charged in this manner is approximately 1/100 or one percent higher than if the actual 365-day year were utilized in the calculation). This interest calculation is consistent with the manner in which PSI is generally charged interest by its creditors. My monthly statement will show the average daily balance and the interest rate used to arrive at the amount of interest charged. 7. The NASD requires that I am advised of the following: LIMIT ORDERS: By accepting my limit order for transactions in securities in the NASDAQ market, PSI will undertake to monitor the interdealer market and seek to execute my order in accordance with the applicable NASD rule and interpretation thereof. The NASD rule provides as follows: "A member firm that accepts and holds an unexecuted limit order from its customer in a NASDAQ security and that continues to trade the subject security for its own market-making account at prices that would satisfy the customer's limit order, without executing that limit order under the specific terms and conditions by which the order was accepted by the firm, shall be deemed to have acted in a manner inconsistent with just and equitable principles of trade, in violation of Article III, Section 1 of the Rules of Fair Practice. Nothing in this section, however, requires members to accept limit orders from their customers." Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- 8. Funds arising from various securities transactions are transmitted to the firm directly from issuers and offerors and through various intermediaries, including securities depositories. Periodically those intermediaries pass on to their participant broker-dealers, including PSI, some or all of the interest they earn on the funds. Typically, this interest is earned as a result of the method of payment utilized, e.g., the intermediary receives same day funds but credits its participant broker-dealers in next day funds. To the extent PSI receives such interest payments from an intermediary, the firm retains them. 9. FDIC rules require that I am informed that Prudential Securities Incorporated is not a bank and that securities offered through PSI are not backed or guaranteed by any bank or insured by the FDIC unless otherwise expressly indicated. I am invited to ask my Financial Advisor for more details about the above. Including PSI's margin requirements, lending rate, and the variations in these requirements. Payment for Order Flow The Securities and Exchange Commission requires that all brokerage firms disclose to their customers their policies and practices regarding receipt of "payment for order flow." For this purpose, "payment for order flow" is compensation paid to a brokerage firm by a registered securities exchange or association (such as the American Stock Exchange, a regional stock exchange, and the National Association of Securities Dealers, Inc.) or by another broker dealer, in return for directing customer orders for execution. Examples of non-cash compensation include reciprocal arrangements, discounts, rebates, or reductions or credits against fees that would otherwise be payable in full by the brokerage firm. Our Policy Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- Certain exchanges offer credits against their fees if a member organization's order flow is sufficient. Types of payment for order flow PSI may receive include profit participations from specialists on regional exchanges in connection with the overall profitability of the specialist unit in the stocks in which we route orders to the specialists. We route orders to those specialists if we can be reasonably sure that doing so will result in best execution of the customers' orders. If you wish not to have a particular order, or any of your orders, sent to a regional specialist, please let your Financial Advisor know. The factors we consider in determining where to send an order include (1) opportunity for price improvement over other available prices, (2) reputation of the exchange specialist who makes the market in the stock, (3) size of the order, and (4) quality of previous order executions. Trade-by-Trade Disclosure The confirmations for orders routed to regional specialists will state as follows: "Prudential Securities acted as broker on this transaction. Transactions in these securities are subject to payment for order flow. The nature and source of additional cash or non-cash compensation, if any, received by us in connection with your transaction will be provided upon written request." Price Improvement When an order is executed at a price that is more favorable than existing quotations, it has received "price improvement." When orders are routed to a regional specialist, they are exposed to other orders, if any, represented in that exchange at that time. In that way, they may receive an execution between the existing bid/asked spread, which would be at a more favorable price than an order to buy executed at the specialist's bid. Subject to rules of the Intermarket Trading System and related "trade through" rules, the regional specialists guarantee executions of market orders at least as favorable as the best displayed bid (for a sale) or offer (for a purchase) at the time Please remember to sign this agreement and provide your tax identification number if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- of such execution on any national market for the stock. In some cases, orders are sent from one marketplace to another if that would result in a better execution. Periodically, Prudential Securities assesses the quality of the markets to which it routes order flow, as well as that of competing markets. Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- By signing this agreement, I acknowledge that I have read a copy of this agreement and that I understand and agree to the following: Securities Agreement Margin Agreement (42) W-9: Payer's Request For Taxpayer Identification Number Is this your correct social security number? If not, please enter the correct social security number in the appropriate boxes. Social Security Number or Corrected Social Security Number (Please Omit Dashes) - --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- 5 | 4 | 6 | 2 | 7 | 5 | 5 | 3 | 9 | | | | | | | | | | | - --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- - ------------------------------------------------------------------------------- For Payees Exempt from Backup Withholding (See Instructions On The Next Page) - ------------------------------------------------------------------------------- Under penalties of perjury I certify that: 1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me); and 2) I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding. You must cross out item 2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, the acquisition of abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. Requester: Prudential Securities Incorporated - One Seaport Plaza, New York, NY 10292 By signing this agreement I acknowledge that my securities may be loaned to PSI or loaned out to others. Please remember to sign this agreement and provide your tax identification number, if applicable, on the signature page. SECURITIES AGREEMENT Prudential Securities Individual - Margin Account - ------------------------------------------------------------------------------- Mr. Neil Kadisha Account Number: 0EO 334237 A4 1931 N. Broadway TIN # ###-##-#### Los Angeles CA 90031-2526 Package Number: 19961120 0EO 005402 - ------------------------------------------------------------------------------- This agreement also contains a pre-dispute arbitration clause on page 2 at paragraph 12. Signature /s/ Neil Kadisha Date 12-12-96 ----------------------------------- -------------- I agree to the terms of this agreement and attest that the certifications made on the W-9 above are true. Please keep one set for yourself and return the other entire set to PSI in the envelope provided. PRUDENTIAL SECURITIES INCORPORATED One Seaport Plaza, New York, NY 10292 EX-99.10 13 Exhibit 10 Schedule of transactions in the Common Stock by the Reporting Persons during the past sixty days (i) PVF Number of Price Shares Per Date Purchased Share(a) 12/19/96 45,200 $14.60 12/19/96 5,000 $15.10 12/23/96 16,600 $15.10 12/23/96 10,000 $15.10 12/26/96 3,000 $14.98 12/27/96 600 $15.10 12/27/96 100 $14.85 12/30/96 4,000 $15.05 12/31/96 500 $15.11 (ii) UCC Number of Price Shares Per Date Purchased Share(a) 12/31/96 7,100 $15.66 1/17/97 10,000 $15.44 1/20/97 5,000 $15.06 (iii) DBN None (iv) Nazarian Number of Price Shares Per Date Purchased Share(a) 1/15/97 1,000 $15.05 1/28/97 24,900 $15.01 1/29/97 5,000 $15.06 1/30/97 12,200 $14.94 (v) Salimpour --------- None. (vi) Kadisha ------- None. (vii) Nippon PSP ---------- None. Note: - ----- (a) Price includes commission. EX-10.3 14 Exhibit 11 ------------- --------------------- -------- ------------ Branch Account No. FA Doc. ID 0| E | 0 3| 2| 9| 0|5 |5 A|4 TP ------------- --------------------- -------- ------------ Trading Authorization ================================================================================ This document authorizes the appointed agent to solely enter trading instructions on behalf of the client. I, Dr. Pejman Salimpour, of 151 N. Tigertail Road, LA CA 90049, (Client's Name) (Client's Address) do hereby name and appoint Mr. Ben Nazarian, whose address is (Agent) 2000 Pasadena, LA CA 90031 to be my true and lawful attorney and (Agent's Address) to conduct in my name, place and stead my 0E0-329055 with (Account Number) Prudential Securities Incorporated of New York, NY (hereinafter referred to as PSI), as PSI now is or at any time hereafter may be constituted and at any of PSI's offices, to give and place any and all orders including, but not exclusively, orders to purchase, sell (including short sales), exchange, trade in stocks, bonds, open or closed end investment company shares and any other securities such as options, warrants, rights, privileges, puts and calls and/or commodities or contracts for the future delivery of any such commodities or any options on such commodities or futures contracts on margin or otherwise, I authorize my attorney to give to PSI any instructions that he may in his discretion deem appropriate for my account number with PSI. I authorize my attorney to receive, accept and/or waive any notice and/or demand that PSI may give or issue with reference to or by reason of the conduct of the account and I authorize my attorney to do and perform any act necessary in regards to the account that I could do personally, and I hereby confirm any and all orders, instructions or acts of my attorney whenever given or executed and complied with or relied upon by PSI. I instruct, authorize and acknowledge to PSI that all notices, confirmations, statements and/or demands made by PSI referring to account ____________ may be mailed, delivered or served to or upon my attorney with the same force and effect as though it had been delivered personally to me, and confirmations and statements may be approved, or executed in writing or in any other manner, by my attorney with the same force and effect as if I had personally approved or executed it. I hereby fully authorize PSI to act and rely upon the authority and power which I have given to my attorney. I acknowledge and confirm that my attorney is solely my agent and that all acts and instructions given by him are solely on my behalf, for my account, and are my responsibility. I specifically acknowledge that nothing contained in this authorization is intended to or shall require PSI to act on any instructions of my attorney in any instance in which PSI for any reason desires not to act on those instructions. This power of attorney is durable and shall not be affected by subsequent disability or incapacity. The authority I have granted in this power of attorney shall be fully effective even if the account is closed and opened from time to time, until PSI actually receives written notice of revocation of this power of attorney signed by me. All orders executed and any acts done by PSI in good faith after my death or after an attempted revocation of this power of attorney without actual written receipt of a notice of revocation or of actual notice of my death shall be and remain binding upon myself and my legal representatives, successors and assigns. /S/ Pejman Salimpour 7-19-96 Client Signature Dated Dr. Pejman Salimpour Client Signature (If Joint Account) Dated We require two signed copies: Please return the White and Canary copies to the branch serving your account. Please retain the Pink copy for your records. Prudential Securities Incorporated, One Seaport Plaza, New York, NY 10292 Prudential Securities [Logo] EX-10.4 15 Exhibit 12 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument. Dated: February 6, 1997 PIONEER VENTURE FUND By: /s/ Benjamin Nazarian Name: Benjamin Nazarian Title: General Partner UNION COMMUNICATIONS COMPANY By: /s/ Parviz Nazarian Name: Parviz Nazarian Title: General Partner DBN INVESTMENT COMPANY By: /s/ Benjamin Nazarian Name: Benjamin Nazarian Title: General Partner 5 /s/ Benjamin Nazarian Benjamin Nazarian /s/ Dr. Pejman Salimpour Dr. Pejman Salimpour /s/ Neil Kadisha Neil Kadisha NIPPON TEX INC. PROFIT SHARING PLAN DATED JUNE 25, 1996 By: /s/ Eli Sassouni Name: Eli Sassouni Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----