-----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, VUTTEU4I1Q2G9hoaExKpFINRpGdvsf5RpHhaVj3gpgfY7x2c3pppAfuODR4k69Z7 5JtOev7YD4i6PDYfjDrbiA== 0000950170-96-000491.txt : 19960725 0000950170-96-000491.hdr.sgml : 19960725 ACCESSION NUMBER: 0000950170-96-000491 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960724 SROS: NASD GROUP MEMBERS: FLOR MELGEN GROUP MEMBERS: MELGEN SALOMON E MD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PATLEX CORP CENTRAL INDEX KEY: 0000076057 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 231883421 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-35343 FILM NUMBER: 96598347 BUSINESS ADDRESS: STREET 1: 250 COTORRO CT CITY: LAS CRUCES STATE: NM ZIP: 88005 BUSINESS PHONE: 5055244050 MAIL ADDRESS: STREET 1: 250 COTORRO COURT CITY: LAS CRUCES STATE: NM ZIP: 88005 FORMER COMPANY: FORMER CONFORMED NAME: PANELRAMA CORP DATE OF NAME CHANGE: 19800513 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELGEN SALOMON E MD CENTRAL INDEX KEY: 0001018997 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2521 METRO CENTER BLVD CITY: WEST PALM BEACH STATE: FL ZIP: 33407 BUSINESS PHONE: 5616870007 MAIL ADDRESS: STREET 1: 2521 METRO CENTER BLVD CITY: WEST PALM BEACH STATE: FL ZIP: 33407 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* PATLEX CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.10 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 0007032451 - -------------------------------------------------------------------------------- (CUSIP Number) Salomon E. Melgen, M.D. 2521 MetroCenter Boulevard West Palm Beach, FL 33407 (561)687-0007 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MAY 15, 1996 - -------------------------------------------------------------------------------- (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 [ ]. Check the following box if a fee is being paid with the statement /x/. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). *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). SCHEDULE 13D CUSIP NO. 0007032451 Page 2 of 39 Pages ---------- -- --- - -------------------------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. Identification No. of above person Salomon E. Melgen, M.D. Social Security #: Not Required - -------------------------------------------------------------------------------- 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 Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Dominican Republic - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares -0- Beneficially 8. Shared Voting Power Owned By 163,000 Each 9. Sole Dispositive Power Reporting -0- Person With 10. Shared Dispositive Power 163,000 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 163,000 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.45% - -------------------------------------------------------------------------------- 14. Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 SCHEDULE 13D CUSIP NO. 0007032451 Page 3 of 39 Pages ---------- -- --- - -------------------------------------------------------------------------------- 1. Name of reporting person S.S. or I.R.S. Identification No. of above person Flor Melgen Social Security #: Not Required - -------------------------------------------------------------------------------- 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 Proceedings is Required Pursuant to Items 2(d) or 2(E) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Dominican Republic - -------------------------------------------------------------------------------- Number of 7. Sole Voting Power Shares -0- Beneficially 8. Shared Voting Power Owned By 163,000 Each 9. Sole Dispositive Power Reporting -0- Person With 10. Shared Dispositive Power 163,000 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 163,000 - -------------------------------------------------------------------------------- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.45% - -------------------------------------------------------------------------------- 14. Type of Reporting Person* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 This Initial Statement on Schedule 13D, dated July 22, 1996, is filed pursuant to Section 13D of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by Salomon E. Melgen, M.D.("Melgen") and Flor Melgen, his wife ("Mrs. Melgen"). Melgen and Mrs. Melgen are hereinafter referred to collectively as the "Reporting Persons" or each, a "Reporting Person." Melgen and Mrs. Melgen have agreed to file a joint Schedule 13D pursuant to the Joint Filing Agreement attached hereto and incorporated by reference as Exhibit 1 hereto. Item 1. SECURITY AND ISSUER This Schedule 13D relates to the Common Stock, par value $.10 per share, (the "Common Stock") of Patlex Corporation (the "Company"). The address of the principal executive offices of the Company is 250 Cotorro Court, Suite A, Las Cruces, New Mexico 88005. Item 2. IDENTITY AND BACKGROUND. (a) Names: Salomon E. Melgen, M.D. Flor Melgen (b) Business Address of Melgen: 2521 MetroCenter Boulevard West Palm Beach, FL 33407 Home Address of Mrs.Melgen: 12096 Captains Landing North Palm Beach, FL 33408 (c) Occupation of Melgen: Physician Name, principal business and address of any corporation or organization in which such employment is conducted: Vitreo-Retinal Consultants 2521 MetroCenter Boulevard West Palm Beach, FL 33407 Occupation of Mrs. Melgen: Housewife (d)and (e) During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations and other minor offenses), nor 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 violations with respect to such laws. (f) Citizenship of both Reporting Persons: Dominican Republic Item 3. SOURCE AND AMOUNT OF FUNDS. 4 The Common Stock beneficially owned by Melgen as disclosed on the cover hereof (the "Shares") was acquired by purchase with personal funds, provided, however, 157,000 Shares were acquired pursuant to margin loans in accordance with the Margin Agreements attached hereto as Exhibits 2 (Bear Sterns - 126,000 shares), 3 (Morgan Stanley - 14,000 shares), 4 (Pershing - 12,000 shares), and 5 (Herzog, Heine, Geduld, Inc. - 5,000 shares), which agreements are incorporated herein by reference. Mrs. Melgen owns the Shares with Melgen in tenancy by the entirety and therefore, may be deemed to beneficially own the Shares. Item 4. PURPOSE OF THE TRANSACTION. The Shares will be held for investment purposes and not for the purpose or in connection with any transaction having the purpose of changing the control of the Company, and neither Reporting Person has any present intention to effect any of the transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER. As of the date hereof, the Reporting Persons, by virtue of Rule 13d-3 under the Exchange Act, may be deemed to share voting and dispositive power over the 163,000 Shares (approximately 6.45% of the total number of shares of Common Stock outstanding as disclosed in the Form 10-Q for the quarter ended March 31, 1996 of the Company, which is the most recently available filing by the Company with the Securities and Exchange Commission.) Schedule A to this Statement lists all transactions in the Common Stock of the Company that were effected by the Reporting Persons during the sixty days preceding the date of the date hereof. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than as disclosed herein, neither Reporting Person is a party to any contracts, arrangement, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to, transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Item 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Joint Filing Agreement 2. Margin Agreement with Bear Sterns 3. Margin Agreement with Morgan Stanley 4. Margin Agreement with Pershing, Division of Donaldson, Lufkin & Jenrette Securities Corporation 5. Margin Agreement with Herzog, Heine, Geduld, Inc. 5 EXHIBIT INDEX EXHIBIT NO. TITLE PAGE 1. Joint Filing Agreement 2. Margin Agreement with Bear Sterns 3. Margin Agreement with Morgan Stanley 4. Margin Agreement with Pershing, Division of Donaldson, Lufkin & Jenrette Securities Corporation 5. Margin Agreement with Herzog, Heine, Geduld, Inc. 6 SIGNATURES 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: July 16, 1996 /s/ SALOMON E. MELGEN, M.D. ---------------------------- Salomon E. Melgen, M.D. Dated: July 16, 1996 /s/ FLOR MELGEN ----------------------------- Flor Melgen 7 SCHEDULE A TRADE DATE NUMBER OF SHARES PRICE PER SHARE - ---------- ---------------- --------------- May 15, 1996 4,000 $44.500 May 24, 1996 3,000 $51.000 May 24, 1996 2,000 $51.000 May 31, 1996 2,000 $54.000 May 31, 1996 7,000 $53.500 June 21, 1996 4,000 $37.893 June 28, 1996 6,800 $39.059 July 2, 1996 5,000 $42.500 July 3, 1996 2,500 $42.500 July 8, 1996 2,500 $42.500 - ----------------------------------- All purchases were effectuated in the open market. 8 EX-1 2 EXHIBIT 1 JOINT FILING AGREEMENT Be it known that the undersigned hereby agree to file jointly a Schedule 13D, including amendments thereto, reporting the beneficial ownership of the Common Stock, par value $.10 per share, of Patlex Corporation. Dated: July 16, 1996 /s/ SALOMON E. MELGEN, M.D. ---------------------------- Salomon E. Melgen, M.D. Dated: July 16, 1996 /s/ FLOR MELGEN ---------------------------- Flor Melgen EX-2 3 EXHIBIT 2 BEAR STEARNS BEAR, STEARNS SECURITIES CORP. ONE METROTECH CENTER NORTH BROOKLYN, NEW YORK 11201-3859 (212) 272-1000 CUSTOMER AGREEMENT PLEASE READ CAREFULLY, SIGN AND RETURN This agreement ("Agreement") sets forth the terms and conditions under which Bear, Stearns Securities Corp., Bear, Stearns & Co. Inc., and their successors and assigns (collectively "Bear Stearns") will transact business with you including but not limited to the maintenance of your account(s). If these accounts are cash accounts and you have fully paid for all securities therein, the provisions of paragraphs 16 and 17 shall not bind you unless you enter into a margin transaction. 1. APPLICABLE LAW AND REGULATIONS. All transactions shall be subject to all applicable law and the rules and regulations of all federal, state and self-regulatory agencies, including, but not limited to, the Board of Governors of the Federal Reserve System and the constitution, rules and customs of the exchange or market (and clearing house) where executed. 2. SECURITY INTEREST AND LIEN. As security for the payment of all of your obligations and liabilities to Bear Stearns, Bear Stearns shall have a continuing security interest in all property in which you have an interest held by or through Bear Stearns or its affiliates, including, but not limited to, securities, commodity futures contracts, commercial paper, monies and any after-acquired property. In addition, in order to satisfy any such outstanding liabilities or obligations, Bear Stearns may, at any time and without prior notice to you, use, apply or transfer any such securities or property interchangeably. In the event of a breach or default under this Agreement, Bear Stearns shall have all rights and remedies available to a secured creditor under any applicable law in addition to the rights and remedies provided herein. 3. DEPOSITS ON TRANSACTIONS. Whenever Bear Stearns, in its sole discretion, considers it necessary for its protection, it may require you to deposit cash or collateral immediately in your account(s) prior to any applicable settlement date in order to assure due performance of your open contractual commitments. 4. BREACH, BANKRUPTCY OR DEFAULT. Any breach of this agreement of the filing of a petition or other proceeding in bankruptcy, insolvency, or for the appointment of a receiver by or against you, the levy of an attachment against your account(s) with Bear Stearns, or your death, mental incompetence or dissolution, or any other grounds for insecurity, as determined by Bear Stearns in its sole discretion, shall constitute, at Bear Stearns' election, a default by you under all agreements Bear Stearns may then have with you, whether heretofore or hereafter entered into. In the event of default, Bear Stearns reserves the right to sell, without prior notice to you, any and all property in which you have an interest, held by or through Bear Stearns or any of its affiliates, to buy any or all property which may have been sold short, to cancel any or all outstanding transactions and/or to purchase or sell any other securities or property to offset market risk, and to offset any indebtedness you may have (either individually or jointly with others), after which you shall be liable to Bear Stearns for any remaining deficiency, loss, costs or expenses sustained by Bear Stearns in connection therewith. Such purchases and/or sales may be effected publicly or privately without notice or advertisement in such manner as Bear Stearns may in its sole discretion determine. At any such sale or purchase, Bear Stearns may purchase or sell the property free of any right of redemption. In addition, Bear Stearns shall have the right to set off and apply any amount owing from Bear Stearns or any of its affiliates to you against any indebtedness in your accounts, whether matured or unmatured. 5. FEES AND CHARGES. You understand that Bear Stearns may charge commissions and other fees for execution, custody or any other service furnished to you, and you agree to pay such commissions and fees at Bear Stearns' then prevailing rates. You understand further that such commissions and fees may be changed from time to time, upon thirty days' prior written notice to you, and you agree to be bound thereby. 6. TRANSACTION REPORTS AND ACCOUNT STATEMENTS. Reports of the execution of orders and statements of your account(s) shall be conclusive if not objected to in writing within five days in the case of reports of execution, and ten days in the case of account statements, after such documents have been transmitted to you by mail or otherwise. 7. DEBIT BALANCES/TRUTH-IN-LENDING. You hereby acknowledge receipt of Bear Stearns' Truth-in-Lending disclosure statement. You understand that interest will be charged on any debit balances in your account(s), in accordance with the methods described in such statement or in any amendment or revision thereto which may be provided to you. Any debit balance which is not paid at the close of an interest period will be added to the opening balance for the next interest period. 8. CLEARANCE ACCOUNTS. Bear Stearns Securities Corp. carries your account(s) as clearing agent for your broker. Unless Bear Stearns Securities Corp. receives from you prior written notice in the contrary. Bear Stearns Securities Corp. may accept from such other broker, without any inquiry or investigation: (a) orders for the purchase or sale of securities and other property in your account(s) on margin or otherwise and (b) any other instructions concerning your account(s) or the property therein. You understand and agree that Bear Stearns shall have no responsibility or liability to you for any acts or omissions of such broker, its officers, employees or agents. You agree that your broker and its employees are third-party beneficiaries of this Agreement, and that the terms and conditions hereof, including the arbitration provision, shall be applicable to all matters between or among any of you, your broker and its employees, and Bear Stearns and its employees. 9. COSTS OF COLLECTION. You hereby authorize Bear Stearns to charge you for any reasonable direct or indirect costs of collection, including, but not limited to, attorneys' fees, court costs and other expenses. -2- 10. IMPARTIAL LOTTERY ALLOCATION. You agree that, in the event Bear Stearns holds on your behalf bonds or preferred stocks in street name or bearer form which are callable in part, you will participate in the impartial lottery allocation system of the called securities in accordance with the rules of the New York Stock Exchange, Inc. or any other appropriate self-regulatory organization. When any such call is favorable, no allocation will be made to any account(s) in which Bear Stearns has actual knowledge that its officers, directors or employees have any financial interest until all other customers are satisfied on an impartial lottery basis. 11. WAIVER, ASSIGNMENT AND NOTICES. Neither Bear Stearns' failure to insist at any time upon strict compliance with this Agreement or with any of the terms hereof nor any continued course of such conduct on its part shall constitute or be considered a waiver by Bear Stearns of any of its rights or privileges hereunder. Any assignment of your rights and obligations hereunder or interest in any property held by or through Bear Stearns without obtaining the prior written consent of any authorized representative of Bear Stearns shall be null and void. Notices or other communications, including margin calls, delivered or mailed to the address provided by you, shall, until Bear Stearns has received notice in writing of a different address, be deemed to have been personally delivered to you. 12. FREE CREDIT BALANCES. You hereby direct Bear Stearns to use any free credit balance awaiting investment or reinvestment in your account(s) in accordance with all applicable rules and regulation and to pay interest thereof at such rate or rates and under such condition as are established from time to time by Bear Stearns for such account(s) and for the amounts of cash so used. 13. RESTRICTIONS ON ACCOUNT. You understand that Bear Stearns, in its sole discretion, may restrict or prohibit trading of securities or other property in your account(s). 14. CREDIT INFORMATION AND INVESTIGATION. You authorize Bear Stearns and your broker, in their discretion, to make and obtain reports concerning your credit standing and business conduct. You may make a written request within a reasonable period of time for a description of the nature and scope of the reports made or obtained by Bear Stearns. 15. SHORT AND LONG SALES. In placing any sell order for a short account, you will designate the order as such and hereby authorize Bear Stearns to mark the order as being "short." In placing any sell order for a long account, you will designate the order as such and hereby authorize Bear Stearns to mark the order as being "long." The designation of a sell order as being for a long account shall constitute a representation that you own the security with respect to which the order has been placed, that such security may be sold without restriction in the open market and that, if Bear Stearns does not have the security in its possession at the time you place the order, you shall deliver the security by settlement date in good deliverable form or pay to Bear Stearns any losses or expenses incurred as a result of your failure to make delivery. -3- 16. MARGIN ACCOUNTS. You hereby agree to deposit and maintain such margin in your margin account(s) as Bear Stearns may in its sole discretion require, and you agree to pay forthwith on demand any debit balance owing with respect to any of your margin account(s). Upon your failure to pay, or at any time Bear Stearns, in its discretion, deems necessary for its protection, whether with or without prior demand, call or notice, Bear Stearns shall be entitled to exercise all rights and remedies provided in paragraphs 2 and 4 above. No demands, calls, tenders or notices that Bear Stearns may have made or given in the past in any one or more instances shall invalidate your waiver of the requirement to make or give the same in the future. Unless you advise Bear Stearns to the contrary, you represent that you are not an affiliate (as defined in Rule 144(a)(1) under the Securities Act of 1933) of the issuer of any security held in your account(s). 17. CONSENT TO LOAN OR PLEDGE OF SECURITIES. Within the limits of applicable law and regulations, you hereby authorized Bear Stearns to lend either to itself or to others any securities held by Bear Stearns in your account(s), together with all attendant rights of ownership and to use all such property as collateral for its general loans. Any such property, together with all attendant rights of ownership, may be pledged, repledged, hypothecated or rehypothecated either separately or in common with other such property for any amounts due to Bear Stearns thereon for a greater sum, and Bear Stearns shall have no obligation to retain a (WORD ILLEGIBLE) amount of similar property in its possession and control. 18. LEGALLY BINDING. You hereby agree that this Agreement, all the same terms hereof shall be binding upon you and your estate, heirs, executors, administrators, personal representatives, successors and assigns. I agree that all purchases and sales shall be for your account(s) in accordance with your oral or written instructions. You hereby waive any and all defenses that any such instruction was not in writing as may be required by the Statute of Frauds or any other similar law, rule or regulation. 19. AMENDMENT; ENTIRE AGREEMENT. You agree that Bear Stearns may modify the terms of this Agreement at any time upon prior written notice. By continuing to accept services from Bear Stearns, you will have indicated your acceptance of any such modifications. If you will not accept such modifications, you must notify Bear Stearns in writing; (WORD ILLEGIBLE) account may then be terminated by Bear Stearns, after which you will remain liable to Bear Stearns for all remaining liabilities or obligations, otherwise, this Agreement may not be waived or modified absent a written agreement signed by an authorized representative of Bear Stearns. Except as set forth above, this Agreement represents the entire agreement and understanding between you and Bear Stearns concerning the subject matter hereof. 20. NEW YORK LAW TO GOVERN. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. -4- 21. ARBITRATION. /bullet/ ARBITRATION IS FINAL AND BINDING ON THE PARTIES. /bullet/ THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. /bullet/ PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. /bullet/ 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. /bullet/ THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. /bullet/ 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. YOU AGREE, AND BY MAINTAINING AN ACCOUNT FOR YOU BEAR STEARNS AGREES, THAT CONTROVERSIES ARISING BETWEEN YOU AND BEAR STEARNS, ITS CONTROL PERSONS, PREDECESSORS, SUBSIDIARIES AND AFFILIATES AND ALL RESPECTIVE SUCCESSORS, ASSIGNS AND EMPLOYEES, WHETHER ARISING PRIOR TO, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY ARBITRATION, ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE HELD AT THE FACILITIES AND BEFORE AN ARBITRATION PANEL APPOINTED BY THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE, INC., OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (AND ONLY BEFORE SUCH EXCHANGES OR ASSOCIATION). YOU MAY ELECT ONE OF THE FOREGOING FORUMS FOR ARBITRATION, BUT IF YOU FAIL TO MAKE SUCH ELECTION BY REGISTERED MAIL OR TELEGRAM ADDRESSED TO BEAR, STEARNS SECURITIES CORP., 245 PARK AVENUE, -5- NEW YORK, NEW YORK 10167, ATTENTION: CHIEF LEGAL OFFICER (OR ANY OTHER ADDRESS OF WHICH YOU ARE ADVISED IN WRITING), BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM BEAR STEARNS TO MAKE SUCH ELECTION, THEN BEAR STEARNS MAY MAKE SUCH ELECTION, FOR ANY ARBITRATION SOLELY BETWEEN YOU AND A BROKER FOR WHICH BEAR STEARNS ACTS AS CLEARING AGENT, SUCH ELECTION SHALL BE MADE BY REGISTERED MAIL TO SUCH BROKER AT ITS PRINCIPAL PLACE OF BUSINESS. THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. 22. SEVERABILITY. If any provision herein is or should become inconsistent with any present or future law, rule or regulation of any sovereign government or regulatory body having jurisdiction over the subject manner of this Agreement, such provision shall be deemed to be rescinded or modified in accordance with any such law, rule or regulation. In all other respects, this Agreement shall continue to remain in full force and effect. 23. CAPACITY TO CONTRACT; CUSTOMER AFFILIATION. You represent that you are of legal age and that, unless you have notified Bear Stearns to the contrary, neither you nor any member of your immediate family is an employee of any exchange or member thereof, the National Association of Securities Dealers, Inc. or a member thereof, or of any corporation, firm or individual engaged in the business of dealing, as broker or principal, in securities, options or futures, or of any bank, trust company or insurance company. 24. EXTRAORDINARY EVENTS. Bear Stearns shall not be liable for losses caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions beyond its control. 25. HEADINGS. The headings of the provisions hereof are for descriptive purposes only and shall not modify or qualify any of the rights or obligations set forth in such provisions. 26. TELEPHONE CONVERSATIONS. For the protection of both you and Bear Stearns, and as a tool to correct misunderstandings, you hereby authorize Bear Stearns at Bear Stearns' discretion and without prior notice to you, to monitor and/or record any or all telephone conversations between you, Bear Stearns and any of Bear Stearns' employees or agencies. If this is a Joint Account, both parties must sign. Persons signing on behalf of others should indicate the titles or capacities in which they are signing. BY SIGNING THIS AGREEMENT YOU ACKNOWLEDGE THAT: 1. THE SECURITIES IN YOUR MARGIN ACCOUNT(S) AND ANY SECURITIES FOR WHICH YOU HAVE NOT FULLY PAID, TOGETHER WITH ALL ATTENDANT OWNERSHIP RIGHTS, MAY BE LOANED TO BEAR STEARNS OR LOANED OUT TO OTHERS; AND -6- 2. YOU HAVE RECEIVED A COPY OF THIS AGREEMENT. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 21. THIS AGREEMENT DATED AS OF _________________, ___, 19___. -7- - -------------------------------- (Typed or Printed Name) X - -------------------------------- (Signature) - -------------------------------- (Typed or Printed Name) X - -------------------------------- (Signature) - -------------------------------- - -------------------------------- (Mailing Address) - -------------------------------- (Account No:) Date: ____________________________ Dealer: ___________________________ -8- EX-3.(I) 4 EXHIBIT 3 CUSTOMER'S AGREEMENT (MARGIN ACCOUNT) GENTLEMEN: IN CONSIDERATION OF YOUR ACCEPTING ONE OR MORE ACCOUNTS OF THE UNDERSIGNED (WHETHER DESIGNATED BY NAME, NUMBER OR OTHERWISE), YOUR AGREEING TO ACT AS BROKER FOR THE UNDERSIGNED IN THE PURCHASE OR SALE OF SECURITIES OR COMMODITIES, OR YOUR ENTERING INTO ANY CONTRACT, INCLUDING WITHOUT LIMITATION THIS AGREEMENT, OR TRANSACTION ENTERED INTO BY AND BETWEEN THE UNDERSIGNED AND YOU INCLUDING WITHOUT LIMITATION, SECURITIES, CONTRACTS, COMMODITY CONTRACTS, FORWARD CONTRACTS, REPURCHASE AGREEMENTS, SWAP AGREEMENTS, HOWSOEVER ANY SUCH AGREEMENT MAY BE EVIDENCED, INCLUDING AGREEMENTS CONFIRMED IN WRITING BY ONLY ONE PARTY THERETO (THIS AGREEMENT, AND ALL SUCH CONTRACTS AND TRANSACTIONS, COLLECTIVELY "CONTRACTS"), FROM TIME TO TIME WITH THE UNDERSIGNED, THE UNDERSIGNED AGREES TO THE FOLLOWING WITH RESPECT TO ANY OF THE UNDERSIGNED'S ACCOUNTS WITH YOU FOR EXTENSIONS OF CREDIT, THE PURCHASE AND SALE OF SECURITIES, OPTIONS, AND OTHER PROPERTY, OR ANY TRANSACTION BETWEEN YOU AND THE UNDERSIGNED, AND FOR THE PURPOSE OF GRANTING YOU RIGHTS OF NETTING AND SET OFF AND OF FORECLOSURE ON CASH, SECURITIES, COMMODITIES AND OTHER PROPERTY WHICH MAY FROM TIME TO TIME BE HELD OR CARRIED IN ANY ACCOUNT FOR THE UNDERSIGNED, THAT IS DUE TO THE UNDERSIGNED, OR THAT IS DELIVERED TO OR IN THE POSSESSION OR CONTROL OF YOU OR ANY OF YOUR AGENTS, AND ANY PROCEEDS THEREOF ("COLLATERAL"). "YOU" AND "YOUR" REFER TO MORGAN STANLEY & CO., INCORPORATED, ITS SUBSIDIARIES AND PARENTS AND ALL AFFILIATES AND DIVISIONS, INCLUDING BUT NOT LIMITED TO MORGAN STANLEY INTERNATIONAL, MORGAN STANLEY JAPAN LTD., MORGAN STANLEY ASIA LTD., MORGAN STANLEY TRUST COMPANY, MORGAN STANLEY GMBH, MORGAN STANLEY BANK LUXEMBOURG, MORGAN STANLEY MARKET PRODUCTS INC., MORGAN STANLEY CAPITAL GROUP INC., MORGAN STANLEY GROUP INCORPORATED, AND THEIR OFFICERS, DIRECTORS, AGENTS AND/OR OTHER EMPLOYEES (ALSO COLLECTIVELY REFERRED TO AS THE "MORGAN STANLEY ENTITIES"). 1. APPLICABLE RULES AND REGULATIONS. ALL TRANSACTIONS UNDER THIS AGREEMENT SHALL BE SUBJECT TO THE RULES AND REGULATIONS OF ALL APPLICABLE FEDERAL, STATE AND SELF- REGULATORY AUTHORITIES INCLUDING BUT NOT LIMITED TO THE SECURITIES AND EXCHANGE COMMISSION, ALL RELEVANT SECURITIES AND COMMODITY EXCHANGES, THE MUNICIPAL SECURITIES RULEMAKING BOARD, THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM AND THE CONSTITUTION, RULES AND CUSTOMERS OF THE EXCHANGE OR MARKET (AND ITS CLEARINGHOUSE, IF ANY) WHERE EXECUTED. 2. SECURITY INTEREST AND LIEN. ALL COLLATERAL WHICH YOU MAY AT ANY TIME BE CARRYING FOR THE UNDERSIGNED OR WHICH MAY AT ANY TIME BE IN YOUR POSSESSION OR CONTROL FOR ANY PURPOSE, INCLUDING SAFEKEEPING, AND ANY PROCEEDS AND DISTRIBUTIONS THEREFROM SHALL BE SUBJECT TO A GENERAL LIEN AND A CONTINUING, FIRST SECURITY INTEREST FOR THE DISCHARGE OF ALL OBLIGATIONS AND LIABILITIES OF THE UNDERSIGNED TO YOU, IRRESPECTIVE OF WHETHER OR NOT YOU HAVE MADE ADVANCES IN CONNECTION WITH SUCH SECURITIES, COMMODITIES OR OTHER PROPERTY, AND IRRESPECTIVE OF THE NUMBER OF ACCOUNTS THE UNDERSIGNED MAY HAVE WITH YOU, OR WHICH MORGAN STANLEY ENTITY HOLDS SUCH COLLATERAL. YOU AND THE UNDERSIGNED EACH ACKNOWLEDGE AND AGREE THAT EACH MORGAN STANLEY ENTITY WHICH HOLDS COLLATERAL HOLDS SUCH COLLATERAL FOR ITSELF AND ALSO AS AGENT AND BAILEE FOR ALL OTHER MORGAN STANLEY ENTITIES WHICH ARE SECURED PARTIES UNDER ANY CONTRACT. YOU MAY, AT ANY TIME AT YOUR DISCRETION AND WITHOUT PRIOR NOTICE TO THE UNDERSIGNED, USE, APPLY, OR TRANSFER ANY AND ALL SECURITIES OR OTHER PROPERTY INTERCHANGEABLY BETWEEN MORGAN STANLEY ENTITIES IN ANY ACCOUNTS IN WHICH THE UNDERSIGNED HAS AN INTEREST OTHER THAN FROM REGULATED COMMODITY ACCOUNTS. IN THE EVENT OF A BREACH OR DEFAULT UNDER THIS AGREEMENT, YOU SHALL HAVE ALL RIGHTS AND REMEDIES AVAILABLE TO A SECURED CREDITOR UNDER ANY APPLICABLE LAW IN ADDITION TO THE RIGHTS AND REMEDIES PROVIDED HEREIN. ALL COLLATERAL DELIVERED TO YOU SHALL BE FREE AND CLEAR OF ALL PRIOR LIENS, CLAIMS AND ENCUMBRANCES, AND THE UNDERSIGNED WILL NOT CAUSE OR ALLOW ANY OF THE COLLATERAL IN YOUR POSSESSION OR CONTROL, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, TO BE OR BECOME SUBJECT TO ANY LIENS, SECURITY INTERESTS, MORTGAGES OR ENCUMBRANCES OF ANY NATURE OTHER THAN THE SECURITY INTEREST CREATED IN YOUR FAVOR. THE UNDERSIGNED SHALL EXECUTE SUCH DOCUMENTS AND TAKE SUCH OTHER ACTION AS YOU SHALL REASONABLY REQUEST IN ORDER TO PERFECT YOUR RIGHTS WITH RESPECT TO ANY SUCH COLLATERAL. ALTERNATIVELY, THE UNDERSIGNED APPOINTS YOU AS THE UNDERSIGNED'S ATTORNEY-IN-FACT TO ACT ON THE UNDERSIGNED'S BEHALF TO SIGN, SEAL, EXECUTE, FILE AND DELIVER ALL DOCUMENTS, AND DO ALL SUCH ACTS AS MAY BE REQUIRED, TO PERFECT OR REALIZE UPON ALL RIGHTS IN THE SECURITIES OR OTHER PROPERTY. 3. RIGHTS OF MORGAN STANLEY. YOU ARE HEREBY AUTHORIZED, IN YOUR DISCRETION, (A) UPON THE UNDERSIGNED'S DEATH OR BREACH OF THIS AGREEMENT, (B) UPON A BREACH, REPUDIATION, MISREPRESENTATION OR DEFAULT (HOWSOEVER CHARACTERIZED) BY THE UNDERSIGNED UNDER ANY CONTRACT, (C) UPON THE FAILURE BY THE UNDERSIGNED TO GIVE ADEQUATE ASSURANCE OF DUE PERFORMANCE AS SET FORTH IN SECTION 4 HEREOF, WHICH SHALL CONSTITUTE A MATERIAL AND ADDITIONAL BREACH, REPUDIATION, MISREPRESENTATION OR DEFAULT (HOWSOEVER CHARACTERIZED) UNDER THE TERMS OF ALL CONTRACTS, TO TERMINATE, LIQUIDATE AND ACCELERATE ANY AND ALL CONTRACTS AND TO EXERCISE ANY RIGHT UNDER ANY SECURITY RELATING TO ANY CONTRACT AND ANY RIGHT TO NET OR SET OFF PAYMENTS WHICH MAY ARISE UNDER ANY CONTRACT OR OTHER AGREEMENT OR UNDER APPLICABLE LAW, (D) UPON THE FILING BY OR AGAINST THE UNDERSIGNED OF A PETITION OR OTHER PROCEEDING IN BANKRUPTCY, INSOLVENCY, OR FOR THE APPOINTMENT OF A RECEIVER, (E) UPON THE LEVY OF AN ATTACHMENT AGAINST ANY PROPERTY OR THE ACCOUNTS OF THE UNDERSIGNED, (F) UPON THE FAILURE OF THE UNDERSIGNED TO FULFILL OR DISCHARGE ANY OBLIGATIONS RELATING TO THE PURCHASE OR SALE OF SECURITIES OR COMMODITIES, INCLUDING BUT NOT LIMITED TO THE FAILURE TO MAKE A PAYMENT ON DEMAND, OR (G) SHOULD YOU FOR ANY REASON WHATSOEVER DEEM IT NECESSARY OR DESIRABLE FOR YOUR PROTECTION, TO CANCEL ANY OUTSTANDING ORDERS FOR THE PURCHASE OR SALE OF ANY SECURITIES OR OTHER PROPERTY, OR TO SELL ANY OR ALL OF THE SECURITIES AND COMMODITIES OR OTHER PROPERTY WHICH MAY BE IN YOUR POSSESSION OR CONTROL (EITHER INDIVIDUALLY OR JOINTLY WITH OTHERS), OR TO BUY IN ANY SECURITIES, COMMODITIES OR OTHER PROPERTY OF WHICH THE ACCOUNT OR ACCOUNTS OF THE UNDERSIGNED MAY BE SHORT. SUCH SALE, PURCHASE OR CANCELLATION MAY BE MADE ON THE EXCHANGE OR OTHER MARKET WHERE SUCH BUSINESS IS THEN USUALLY TRANSACTED, OR AT PUBLIC AUCTION OR AT PRIVATE SALE, WITHOUT ADVERTISING THE SAME AND WITHOUT ANY NOTICE OF THE TIME OR PLACE OF SALE TO THE UNDERSIGNED OR TO THE PERSONAL REPRESENTATIVES OF THE UNDERSIGNED, AND WITHOUT PRIOR TENDER, DEMAND OR CALL OF ANY KIND UPON THE UNDERSIGNED OR UPON THE PERSONAL REPRESENTATIVES OF THE UNDERSIGNED, ALL OF WHICH ARE EXPRESSLY WAIVED, AND YOU MAY PURCHASE THE WHOLE OR ANY PART THEREOF FREE FROM ANY RIGHT OF REDEMPTION, AND THE UNDERSIGNED SHALL REMAIN LIABLE FOR ANY DEFICIENCY; IT BEING UNDERSTOOD THAT A PRIOR TENDER, DEMAND OR CALL OF ANY KIND FROM YOU, OR PRIOR NOTICE FROM YOU, OF THE TIME AND PLACE OF SUCH SALE OR PURCHASE SHALL NOT BE CONSIDERED A WAIVER OF YOUR RIGHT TO SELL OR BUY ANY SECURITIES AND/OR COMMODITIES AND/OR OTHER PROPERTY HELD BY YOU, OR WHICH THE UNDERSIGNED MAY OWE TO YOU AT ANY TIME AS PROVIDED HEREIN. 4. ADEQUATE ASSURANCES. IF AT ANY TIME MORGAN STANLEY HAS REASONABLE GROUNDS FOR INSECURITY WITH RESPECT TO THE UNDERSIGNED'S PERFORMANCE OF ANY OF ITS OBLIGATIONS, MORGAN STANLEY MAY DEMAND, AND THE UNDERSIGNED SHALL GIVE, ADEQUATE ASSURANCE OF DUE PERFORMANCE BY THE UNDERSIGNED WITHIN 24 HOURS, OR WITHIN ANY SHORTER PERIOD OF TIME MORGAN STANLEY DEMANDS, THAT IS REASONABLE UNDER THE CIRCUMSTANCES. THE ADEQUATE ASSURANCE OF PERFORMANCE THAT MAY BE DEMANDED BY MORGAN STANLEY MAY INCLUDE, BUT SHALL NOT BE LIMITED TO, THE DELIVERY BY THE UNDERSIGNED TO MORGAN STANLEY OF ADDITIONAL PROPERTY AS COLLATERAL. 5. NETTING AND SET OFF RIGHTS OF MORGAN STANLEY. YOU SHALL HAVE THE RIGHT, AT ANY TIME AND FROM TIME TO TIME, TO SET OFF ANY AND ALL YOUR OBLIGATIONS AGAINST ANY AND ALL OBLIGATIONS OF THE UNDERSIGNED, TO FORECLOSE ON ANY COLLATERAL FOR THE PURPOSE OF SATISFYING ANY AND ALL OBLIGATIONS OF THE UNDERSIGNED. THE UNDERSIGNED AGREES THAT THE FULFILLMENT OF THE OBLIGATIONS OF ANY MORGAN STANLEY ENTITY IS CONTINGENT UPON THERE BEING NO BREACH, REPUDIATION, MISREPRESENTATION OR DEFAULT (HOWSOEVER CHARACTERIZED) BY THE UNDERSIGNED WHICH HAS OCCURRED AND IS CONTINUING UNDER ANY CONTRACT. FOR PURPOSES OF THIS AGREEMENT "OBLIGATIONS" SHALL MEAN ANY AND ALL OBLIGATIONS OF A PARTY ARISING AT ANY TIME AND FROM TIME TO TIME, WHETHER OR NOT MATURE OR CONTINGENT, UNDER OR IN CONNECTION WITH CONTRACTS, INCLUDING WITHOUT LIMITATION, PAYMENT AND DELIVERY OBLIGATIONS, OBLIGATIONS RELATING TO THE EXTENSION OF CREDIT OR TO PAY DAMAGES (INCLUDING COSTS OF COVER) AND PAYMENT OF LEGAL AND OTHER EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OF CONTRACTS. 6. CURRENCY CONVERSION. YOU SHALL HAVE THE RIGHT TO CONVERT CURRENCIES IN CONNECTION WITH THE EXERCISE OF YOUR RIGHTS HEREUNDER IN SUCH A MANNER AS YOU MAY DETERMINE, IN YOUR SOLE DISCRETION, TO BE COMMERCIALLY REASONABLE. 7. MAINTENANCE OF COLLATERAL. ALL SECURITIES, COMMODITIES OR OTHER PROPERTY, NOW OR HEREAFTER IN YOUR POSSESSION OR CONTROL (EITHER INDIVIDUALLY OR JOINTLY WITH OTHERS), OR DEPOSITED TO SECURE THE SAME, INCLUDING PROCEEDS AND DISTRIBUTIONS THEREOF, MAY FROM TIME TO TIME AND WITHOUT NOTICE TO THE UNDERSIGNED, BE CARRIED IN YOUR GENERAL LOANS AND MAY BE PLEDGED, REPLEDGED, HYPOTHECATED OR RE-HYPOTHECATED, SEPARATELY OR IN COMMON WITH OTHER SECURITIES, COMMODITIES OR 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, COMMODITIES, OR OTHER PROPERTY. 8. SHORT AND LONG SALES. IT IS UNDERSTOOD AND AGREED THAT THE UNDERSIGNED, WHEN PLACING WITH YOU ANY SELL ORDER FOR A SHORT ACCOUNT, WILL DESIGNATE IT AS SUCH AND HEREBY AUTHORIZE YOU TO MARK SUCH ORDER AS BEING 'SHORT,' AND WHEN PLACING WITH YOU ANY SELL ORDER FOR A LONG ACCOUNT, WILL DESIGNATE IT AS SUCH AND HEREBY AUTHORIZES YOU TO MARK SUCH ORDER AS BEING 'LONG.' ANY SELL ORDER WHICH THE UNDERSIGNED SHALL DESIGNATE AS BEING FOR A LONG ACCOUNT, AS ABOVE PROVIDED, IS FOR SECURITIES THEN OWNED BY THE UNDERSIGNED AND, IF SUCH SECURITIES ARE NOT THEN DELIVERABLE BY YOU FROM ANY ACCOUNT OF THE UNDERSIGNED, THE PLACING OF SUCH ORDER SHALL CONSTITUTE A REPRESENTATION BY THE UNDERSIGNED THAT IT IS IMPRACTICABLE FOR THE UNDERSIGNED THEN TO DELIVER SUCH SECURITIES TO YOU BUT THAT THE UNDERSIGNED WILL DELIVER THEM AS SOON AS IT IS POSSIBLE TO DO SO, WITHOUT UNDUE INCONVENIENCE OR EXPENSE TO YOU. 9. FAILURE OF DELIVERY. IN CASE OF THE SALE OF ANY SECURITY, COMMODITY, OR OTHER PROPERTY BY YOU AT THE DIRECTION OF THE UNDERSIGNED AND YOUR INABILITY TO DELIVER THE SAME TO THE PURCHASER BY REASON OF FAILURE OF THE UNDERSIGNED TO SUPPLY YOU THEREWITH, THE UNDERSIGNED AUTHORIZES YOU TO BORROW OR PURCHASE ANY SUCH SECURITY, COMMODITY OR OTHER PROPERTY NECESSARY TO MAKE DELIVERY THEREOF. THE UNDERSIGNED HEREBY AGREES TO BE RESPONSIBLE FOR ANY LOSS WHICH YOU MAY SUSTAIN THEREBY AND ANY PREMIUMS WHICH YOU MAY BE REQUIRED TO PAY THEREON, AND FOR ANY LOSS WHICH YOU MAY SUSTAIN BY REASON OF YOUR INABILITY TO BORROW OR PURCHASE THE SECURITY, COMMODITY, OR OTHER PROPERTY SOLD TO FULFILL YOUR DELIVERY OBLIGATION. 10. CONFIRMATIONS, STATEMENTS AND OTHER COMMUNICATIONS. REPORTS OF THE EXECUTION OF ORDERS AND STATEMENTS OF THE ACCOUNT OR ACCOUNTS OF THE UNDERSIGNED SHALL BE CONCLUSIVE AND BINDING IF NOT OBJECTED TO IN WRITING, THE FORMER WITHIN FIVE DAYS, AND THE LATTER WITHIN TEN DAYS, AFTER TRANSMITTAL BY YOU TO THE UNDERSIGNED BY MAIL OR OTHERWISE. COMMUNICATIONS MAY BE SENT TO THE UNDERSIGNED AT THE ADDRESS OF THE UNDERSIGNED, OR AT SUCH OTHER ADDRESS AS THE UNDERSIGNED MAY HEREINAFTER GIVE YOU IN WRITING, AND ALL COMMUNICATIONS SO SENT, WHETHER BY MAIL, TELEGRAPH, MESSENGER OR OTHERWISE, SHALL BE DEEMED GIVEN TO THE UNDERSIGNED PERSONALLY AS OF THE DATE SENT, WHETHER ACTUALLY RECEIVED OR NOT. 11. NO OBLIGATION. THE UNDERSIGNED AGREES THAT YOU SHALL BE UNDER NO OBLIGATION WHATSOEVER TO ENTER INTO ANY CONTRACT WITH THE UNDERSIGNED. 12. CHOICE OF DISPUTE RESOLUTION. ANY DISPUTE THE UNDERSIGNED MAY HAVE WITH YOU ARISING OUT OF, RELATING TO OR IN CONNECTION WITH YOUR BUSINESS, ANY TRANSACTION OR CONTRACT BETWEEN US OR THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION OR LITIGATION IN COURT AT THE ELECTION OF THE UNDERSIGNED, REGARDLESS WHETHER THE UNDERSIGNED CHOOSES TO PROCEED BY ARBITRATION OR LITIGATION, THE UNDERSIGNED AND YOU AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED IN PARAGRAPHS 13, 14 AND 17, BELOW. 13. ARBITRATION: * 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. ANY ARBITRATION SHALL BE CONDUCTED ONLY BEFORE THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE, INC., THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., OR ANY OTHER SELF-REGULATORY ORGANIZATION OF WHICH YOU ARE A MEMBER. THE UNDERSIGNED HAS THE RIGHT TO ELECT ONE OF THE FOREGOING ORGANIZATIONS, BUT IF THE -3- UNDERSIGNED FAILS TO MAKE SUCH ELECTION BY CERTIFIED LETTER ADDRESSED TO YOU AT YOUR MAIN OFFICE BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN YOU MAY MAKE SUCH ELECTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT BY YOU TO AN AWARD OF PUNITIVE DAMAGES. THE AWARD OF THE ARBITRATORS, OR THE MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION. 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; 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. 14. LITIGATION IN COURT. (A) UNLESS THE PARTIES OTHERWISE AGREE IN WRITING WHEN ANY DISPUTE ARISES, ANY LITIGATION MUST BE INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW YORK. (B) ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION IS HEREBY WAIVED BY ALL PARTIES TO THIS AGREEMENT. 15. MODIFICATION AND WAIVER. THE UNDERSIGNED AGREES THAT YOU MAY MODIFY THE TERMS OF THIS AGREEMENT AT ANY TIME UPON PRIOR WRITTEN NOTICE. IF THE MODIFICATIONS ARE UNACCEPTABLE, THE UNDERSIGNED AGREES TO NOTIFY YOU IN WRITING WITHIN TEN DAYS OF THE TRANSMITTAL OF SUCH WRITTEN NOTICE. THE UNDERSIGNED FURTHER AGREES THAT ALL TRANSACTIONS OR CONTRACTS ENTERED INTO AFTER SUCH NOTIFICATION SHALL BE SUBJECT TO THE MODIFICATIONS. UNDER NO CIRCUMSTANCES MAY A MODIFICATION BY MADE BY THE UNDERSIGNED WITHOUT YOUR WRITTEN CONSENT. YOUR FAILURE TO INSIST AT ANY TIME UPON COMPLIANCE WITH THIS AGREEMENT OR WITH ANY OF ITS TERMS, ANY CONTRACT OR ANY OF ITS TERMS, OR ANY CONTINUED COURSE OF SUCH CONDUCT ON YOUR PART SHALL NOT CONSTITUTE OR BE CONSIDERED A WAIVER BY YOU OF ANY OF YOUR RIGHTS. 16. 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 MODIFIED OR, IF NECESSARY, RESCINDED 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. TO THE EXTENT THAT THIS AGREEMENT IS NOT ENFORCEABLE AS TO ANY CONTRACT, THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AS TO ALL OTHER CONTRACTS. 17. APPLICABLE LAW; ENFORCEABILITY. THIS AGREEMENT, ITS ENFORCEMENT, ANY CONTRACT AND ANY DISPUTE BETWEEN US, WHETHER ARISING OUT OF OR RELATING TO THE UNDERSIGNED'S ACCOUNTS OR OTHERWISE, SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAW RULES; AND ITS PROVISIONS SHALL BE CONTINUOUS, SHALL COVER INDIVIDUALLY AND COLLECTIVELY ALL ACCOUNTS WHICH THE UNDERSIGNED MAY OPEN OR REOPEN WITH YOU, AND SHALL INURE TO THE BENEFIT OF YOUR PRESENT ORGANIZATION AND ANY SUCCESSOR ORGANIZATION, IRRESPECTIVE OF ANY CHANGE OR CHANGES AT ANY TIME IN THE PERSONNEL THEREOF, FOR ANY CAUSE WHATSOEVER, AND OF THE ASSIGNS OF YOUR PRESENT ORGANIZATION OR ANY SUCCESSOR ORGANIZATION, AND SHALL BE BINDING UPON THE UNDERSIGNED, AND/OR THE ESTATE, EXECUTORS, ADMINISTRATORS, TRUSTEES, AGENTS, OFFICERS, DIRECTORS AND ASSIGNS OF THE UNDERSIGNED. 18. LENDING OF SECURITIES. WITHIN THE LIMITS OF APPLICABLE LAW AND REGULATION, UNTIL YOU RECEIVE WRITTEN NOTICE OF REVOCATION FROM THE UNDERSIGNED, YOU ARE HEREBY AUTHORIZED TO LEND, TO YOURSELVES AS BROKERS OR TO -4- OTHERS, ANY SECURITIES HELD BY YOU ON MARGIN IN YOUR POSSESSION OR CONTROL TOGETHER WITH ALL ATTENDANT RIGHTS OF OWNERSHIP (INCLUDING THE RIGHT TO VOTE THE SECURITIES). 19. EXTRAORDINARY EVENTS. YOU SHALL NOT BE LIABLE FOR LOSSES CAUSED DIRECTLY OR INDIRECTLY BY GOVERNMENT RESTRICTIONS, EXCHANGE OR MARKET RULINGS, SUSPENSION OF TRADING, WAR, STRIKES OR OTHER CONDITIONS BEYOND YOUR CONTROL. 20. LIMITATION OF LIABILITY. YOU SHALL NOT BE LIABLE IN CONNECTION WITH THE EXECUTION, CLEARING, HANDLING, PURCHASING OR SELLING OF SECURITIES, COMMODITIES OR OTHER PROPERTY, OR OTHER ACTION, EXCEPT FOR WILLFUL MISCONDUCT ON YOUR PART. 21. COSTS OF COLLECTION. TO THE EXTENT PERMITTED BY THE LAWS OF THE STATE OF NEW YORK, THE REASONABLE COSTS AND EXPENSES OF COLLECTION OF THE DEBIT BALANCE AND ANY UNPAID DEFICIENCY IN THE ACCOUNTS OF THE UNDERSIGNED WITH YOU, INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES INCURRED AND PAYABLE OR PAID BY YOU, SHALL BE PAYABLE TO YOU BY THE UNDERSIGNED. 22. REPRESENTATIONS AND WARRANTIES. THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS AS OF THE DATE HEREOF, WHICH REPRESENTATIONS AND WARRANTIES WILL BE DEEMED REPEATED ON EACH DATE ON WHICH A TRANSACTION OR CONTRACT IS EFFECTED FOR THE UNDERSIGNED'S ACCOUNT, THAT A. THE UNDERSIGNED WILL AT ALL TIMES MAINTAIN SUCH SECURITIES AND OTHER PROPERTY IN THE ACCOUNTS OF THE UNDERSIGNED FOR MARGIN PURPOSES, AS REQUIRED BY YOU FROM TIME TO TIME IN YOUR SOLE DISCRETION; B. THE UNDERSIGNED IS OF LEGAL AGE AND IS NOT AN EMPLOYEE OF ANY EXCHANGE, OR OF ANY CORPORATION OF WHICH ANY EXCHANGE OWNS A MAJORITY OF THE CAPITAL STOCK, OR OF A MEMBER OF ANY EXCHANGE, OR OF A MEMBER FIRM OR MEMBER CORPORATION REGISTERED ON ANY EXCHANGE, OR OF A BANK, TRUST COMPANY, INSURANCE COMPANY OR OF 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; C. NO OTHER PARTY HAS AN INTEREST IN THE ACCOUNT OR ACCOUNTS OF THE UNDERSIGNED WITH YOU; AND D. EXCEPT AS NOTED BELOW, THE UNDERSIGNED IS NOT AN AFFILIATE (AS DEFINED IN RULE 144(A)(1) UNDER THE SECURITIES ACT OF 1933) OF THE ISSUER OF ANY SECURITY HELD IN THE UNDERSIGNED'S ACCOUNT AND UNDERTAKES TO INFORM YOU OF ANY CHANGES THEREOF; E. IT HAS FULL POWER AND AUTHORITY TO EXECUTE AND DELIVER EACH CONTRACT AND TO PERFORM AND OBSERVE THE PROVISIONS THEREOF; F. THE EXECUTION, DELIVERY AND PERFORMANCE OF EACH CONTRACT EITHER HAVE BEEN OR WILL BE, PRIOR TO ENTERING INTO EACH CONTRACT, DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION AND DO NOT CONTRAVENE ANY REQUIREMENT OF LAW OR ANY CONTRACTUAL RESTRICTION OR AGREEMENT BINDING ON OR AFFECTING THE UNDERSIGNED OR ITS ASSETS; G. EACH CONTRACT HAS BEEN OR WILL BE AT THE TIME IT IS ENTERED INTO DULY PROPERLY EXECUTED AND DELIVERED BY IT AND CONSTITUTES AND WILL CONSTITUTE A LEGAL, VALID AND BINDING OBLIGATION ENFORCEABLE IN ACCORDANCE WITH ITS TERMS; H. SINCE THE DATE OF ITS MOST RECENT AUDITED OR UNAUDITED FINANCIAL STATEMENTS, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE BUSINESS, FINANCIAL CONDITION, RESULTS OR OPERATIONS OR PROSPECTS OF THE UNDERSIGNED; AND I. IT OWNS COLLATERAL ASSIGNED AND TO BE ASSIGNED TO YOU UNDER EACH CONTRACT, FREE AND CLEAR OF ANY LIEN, CLAIMS, ENCUMBRANCES AND TRANSFER RESTRICTIONS, AND, UPON DELIVERY OF THE -5- COLLATERAL TO YOU OR UPON THE FILING OF APPROPRIATE FINANCING STATEMENTS, YOU WILL HAVE, AS SECURITY FOR THE OBLIGATIONS OF THE UNDERSIGNED, A PERFECTED FIRST PRIORITY SECURITY INTEREST. NO FURTHER FILINGS OR RECORDINGS WITH ANY GOVERNMENTAL BODY, AGENCY OR OFFICIAL ARE NECESSARY TO CREATE OR PERFECT THE SECURITY INTEREST IN THE COLLATERAL. 23. ACKNOWLEDGMENTS. THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT: A. THE UNDERSIGNED HAS RECEIVED, AND AGREES TO BOUND BY, YOUR CREDIT CHARGE AND MARGIN INFORMATION DISCLOSURE STATEMENT, WHICH IS INCORPORATED HEREIN BY REFERENCE. DEBIT BALANCES OF THE ACCOUNTS OF THE UNDERSIGNED SHALL BE CHARGED WITH INTEREST, IN ACCORDANCE WITH THE METHODS DESCRIBED IN SUCH STATEMENT, AND WITH SUCH OTHER CHARGES AS YOU MAY IMPOSE TO COVER YOUR FACILITIES AND EXTRA SERVICES. ANY INTEREST CHARGED ON DEBIT BALANCES WHICH IS NOT PAID AT THE CLOSE OF AN INTEREST PERIOD WILL BE ADDED TO THE OPENING BALANCE FOR THE NEXT INTEREST PERIOD; B. THE SECURITIES IN THE UNDERSIGNED'S MARGIN ACCOUNT MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS; AND C. THE UNDERSIGNED HAS RECEIVED A COPY OF THIS AGREEMENT. NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH 13. VERY TRULY YOURS, DATE: ___________________________ SIGNATURE OF CUSTOMER(S) ------------------------------------ ------------------------------------ -6- EX-4 5 EXHIBIT 4 PERSHING DIVISION OF DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION ONE PERSHING PLAZA /bullet/ JERSEY CITY, NEW JERSEY 07399 MARGIN AGREEMENT TO: Pershing, Division of Donaldson, Lufkin & Jenrette Securities Corporation: In consideration of your accepting and carrying for the undersigned one or more accounts introduced to you by my broker, bank or other introducing firm ("Introducing Firm"), the undersigned agrees as follows: ROLE OF PERSHING 1. You are carrying the accounts of the undersigned as clearing broker pursuant to a clearing agreement with Introducing Firm. Until receipt from the undersigned of written notice to the contrary, you may accept from Introducing Firm, without inquiry or investigation, (i) orders for the purchase or sale of securities and other property on margin or otherwise, and (ii) any other instructions concerning said accounts. Notices to the undersigned concerning margin requirements or other matters related to the undersigned's accounts usually will go through undersigned's Introducing Firm although direct notice to the undersigned with duplicate notice to undersigned's Introducing Firm may occur if market conditions, time constraints or other circumstances require it. You shall not be responsible or liable for any acts or omissions of Introducing Firm or the employees. I understand that Pershing provides no investment advice nor do you give advice or offer any opinion with respect to the suitability of any transaction or order. I understand that my Introducing Firm is not acting as the agent of Pershing and I agree that I will in no way hold Pershing, Donaldson, Lufkin & Jenrette Securities Corporation, its other Divisions, and its Officers, Directors and Agents liable for any trading losses incurred by me. APPLICABLE RULES AND REGULATIONS 2. All transactions for the undersigned shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market and its clearing house, if any, where executed by you or your agents, including your subsidiaries and affiliates. DEFINITIONS 3. For purposes of this agreement "securities, commodities and other property," as used herein shall include, but not be limited to money, securities, and commodities of every kind and nature and all contracts and options relating thereto, whether for present or future delivery. LIEN -1- 4. All securities, commodities and other property of the undersigned which you may at any time be carrying for the undersigned, or which may at any time be in your possession or under your control, shall be subject to a general lien and security interest in your favor for the discharge of all the undersigned's indebtedness and other obligations to you, without regard to your having made any advances in connection with such securities and other property and without regard to the number of accounts the undersigned may have with you. In enforcing your lien, you shall have the discretion to determine which securities and property are to be sold and which contracts are to be closed. LIQUIDATION 5. If, in your discretion you consider it necessary for your protection to require additional collateral or in the event that a petition in bankruptcy, or for appointment of a receiver is filed by or against the undersigned, or an attachment is levied against the accounts of the undersigned, or in the event of the death of the undersigned, you shall have the right to sell any or all securities, commodities and other property in the accounts of the undersigned with you, whether carried individually or jointly with others, to buy any or all securities, commodities and other property which may be short in such accounts, to cancel any open orders and to close any or all outstanding contracts, all without demand for margin or additional margin, notice of sale or purchase or other notice or advertisement. Any such sales or purchases may be made at your discretion on any exchange or other market where such business is usually transacted, or at public auction or private sale, and you may be the purchasers for your own account, it being understood that a prior demand, or call, or prior notice of the time and place of such sale or purchase shall not be considered a waiver of your right to sell or buy without demand or notice. PAYMENT OF INDEBTEDNESS UPON DEMAND AND LIABILITY FOR COSTS OF COLLECTION 6. The undersigned shall at all times be liable for the payment upon demand of any debt balance or other obligations owing in any of the accounts of the undersigned with you and the undersigned shall be liable to you for any deficiency remaining in any such accounts in the event of the liquidation thereof, in whole or in part, by you or by the undersigned; and, the undersigned shall make payments of such obligations and indebtedness upon demand. The reasonable costs and expense of collection of the debit balance, recovery of securities, and any unpaid deficiency in the accounts of the undersigned with you, including, but not limited to, attorney's fees, incurred and payable or paid by you shall be payable to you by the undersigned. PLEDGE OF SECURITIES 7. All securities, commodities and other property now or hereafter held, carried or maintained by you in your possession in any of the accounts of the undersigned may be pledged and repledged by you from time to time, without notice to the undersigned, either separately or in common with other such securities, commodities and other property for any amount due in the accounts of the undersigned, or for any greater amount, and you may do so without retaining to your possession or control for delivery a like amount of similar securities, commodities or other property. MARGIN REQUIREMENTS, CREDIT CHARGES AND CREDIT INVESTIGATION 8. The undersigned will at all times maintain such securities, commodities and other property in the accounts of the undersigned for margin purposes as you shall require from time to time and the monthly debit balances or adjusted balances in the accounts of the undersigned with you shall be charged, in accordance with your practice, with interest at a rate permitted by the laws of the State of New York. It is understood that the interest charge made to the undersigned's account at the close of a charge period will be added to the opening balance for the next charge period unless paid. I acknowledge receipt from my Introducing Firm of the disclosure statement which explains the conditions under which interest can be charged to my account, the annual rate of interest, how debit balances are determined and the methods of computing interest. You may exchange credit information about the undersigned with others. You may request a credit report on the undersigned and upon request, you will state the name and address of the consumer reporting agency that furnished it. If you extend, update or renew the undersigned's credit, you may request a new credit report without telling the undersigned. COMMUNICATIONS 9. Communications may be sent to the undersigned at the current address of the undersigned, which is on file at your office, or at such other address as the undersigned may hereafter give you in writing, or through my Introducing Firm, and all communications, so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to the undersigned personally, whether actually received or not. SCOPE AND TRANSFERABILITY 10. This agreement shall cover individually and collectively all accounts which the undersigned may open or reopen with you, and shall inure to the benefit of your successors whether by merger, consolidation or otherwise, and assigns, and you may transfer the accounts of the undersigned to your successors and assigns, and this agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the undersigned. NON-INVESTMENT ADVICE 11. The undersigned acknowledges that you will not provide the undersigned with any legal, tax or accounting advice, that your employees are not authorized to give any such advice and that the undersigned will not solicit or rely upon any such advice from you or your employees whether in connection with transactions in or for any of the accounts of the undersigned or otherwise. In making legal, tax or accounting decisions with respect to transactions in or for the accounts of the undersigned or any other matter, the undersigned will consult with and rely upon its own advisors and not you, and you shall have no liability therefor. EXTRAORDINARY EVENTS 12. You shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war strikes or other conditions beyond your control. -3- REPRESENTATIONS AS TO CAPACITY TO ENTER INTO AGREEMENT 13. The undersigned, if an individual, represents that the undersigned is of full age, that unless otherwise disclosed to you in writing, the undersigned is not an employee of any exchange, or of any corporation of which any exchange owns a majority of the capital stock, or of a member firm or member corporation registered on any exchange or of a bank, trust company, insurance company, or of any corporations, 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. The undersigned further represents that no one except the undersigned has an interest in the account or accounts of the undersigned with you. JOINT AND SEVERAL LIABILITY 14. If the undersigned shall consist of more than one individual, their obligations under this agreement shall be joint and several. The undersigned have executed the Joint Account Agreement and made the election required therein. OPTION TRANSACTIONS 15. If at any time the undersigned shall enter into any transaction for the purchase or sale of an option contract, the undersigned hereby agrees to first obtain from the Introducing Firm the then current disclosure statements of the Options Clearing Corporation and further agrees to abide by the rules of any national securities association registered securities exchange or clearing organization applicable to the trading of option contracts and, acting alone or in concert, will not violate the position or exercise limitation rules of any such association or exchange or of the Options Clearing Corporation or other clearing organization. SEPARABILITY 16. If any provision or condition of this agreement shall be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein. HEADINGS ARE DESCRIPTIVE 17. The heading of each provision hereof is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision. ASSIGNMENT OF PERSHING'S RIGHTS UNDER THIS AGREEMENT TO Introducing Firm 18. The undersigned agrees that any rights that Pershing has under this agreement, including but not limited to the right, to collect any debit balance or other obligations owing in any of the accounts of the undersigned may be assigned to the Introducing Firm of the undersigned so that the undersigned's Introducing Firm may collect from the undersigned independently or jointly with Pershing or enforce any other rights granted to Pershing under this agreement. ARBITRATION DISCLOSURES 19. /bullet/ARBITRATION IS FINAL AND BINDING ON THE PARTIES. -4- /bullet/THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING THE RIGHT TO JURY TRIAL. /bullet/PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM COURT PROCEEDINGS. /bullet/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. /bullet/THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY. AGREEMENT TO ARBITRATE CONTROVERSIES 20. IT IS AGREED THAT ANY CONTROVERSY BETWEEN OR AMONG THE UNDERSIGNED, PERSHING AND Introducing Firm OR ANY OF THEM ARISING OUT OF PERSHING'S OR Introducing Firm'S BUSINESS OR THIS AGREEMENT, SHALL BE SUBMITTED TO ARBITRATION BEFORE THE NEW YORK STOCK EXCHANGE, INC., OR ANY OTHER NATIONAL SECURITIES EXCHANGE ON WHICH A TRANSACTION GIVING RISE TO THE CLAIM TOOK PLACE (AND ONLY BEFORE SUCH EXCHANGE) OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., AS THE UNDERSIGNED MAY ELECT AND IN ACCORDANCE WITH THE RULES OBTAINING OF THE SELECTED ORGANIZATION. ARBITRATION MUST BE COMMENCED BY SERVICE UPON THE OTHER PARTY OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE, THEREIN ELECTING THE ARBITRATION TRIBUNAL. IN THE EVENT THE UNDERSIGNED DOES NOT MAKE SUCH ELECTION WITHIN FIVE (5) DAYS OF SUCH DEMAND OR NOTICE, THEN THE UNDERSIGNED AUTHORIZES YOU TO DO SO ON BEHALF OF THE UNDERSIGNED. 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; AND WHO IS A MEMBER OF A PUTATIVE CLASS AND WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (1) THE CLASS CERTIFICATION IS DENIED; (2) THE CLASS IS DECERTIFIED; OR (3) 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. THE LAWS OF THE STATE OF NEW YORK GOVERN 21. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. LOAN CONSENT -5- 22. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES NOT FULLY PAID FOR BY THE UNDERSIGNED MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPH 20 ON THIS PAGE. I ACKNOWLEDGE RECEIVING A COPY OF THIS AGREEMENT. -6- SIGNATURES (If a Corporation, Partnership or Other Entity) ______________________________ ______________________________ (Name of Entity) _________________________________ By:___________________________ (Secondary Party If Joint Account) Title:________________________ SEAL DATED:________________________ -7- -8- EX-5 6 EXHIBIT 5 HERZOG, HEINE, GEDULD, INC. CUSTOMER AGREEMENT PLEASE READ CAREFULLY, SIGN AND RETURN TO HERZOG, HEINE, GEDULD, INC. 525 WASHINGTON BLVD., JERSEY CITY, NJ 07310 In consideration for Herzog, Heine, Geduld, Inc. ("Herzog") and/or any broker ("introducing broker") for which Herzog is the clearing broker open or maintaining one or more accounts (the "Account") for the undersigned (the "Customer") the Customer agrees to the terms and conditions contained in this Agreement with both Herzog and the introducing broker. The heading of each provision of this Agreement is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision. For purposes of this Agreement, "securities and other property" means, but is not limited to, money, securities, financial instruments and commodities of every kind and nature and related contracts and options, except that the provision of paragraph 24 herein (the Arbitration Clause) shall not apply to commodities accounts. This definition includes securities or other property currently or hereinafter held, carried or maintained by you or by any of your affiliates, in your possession or control, or in the possession or control of any such affiliate, for any purpose, in and for any of my accounts now or hereinafter opened, including any account in which I may have an interest. 1. APPLICABLE RULES AND REGULATIONS. All transactions in the Customer's Account shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market, and its clearing house, if any, where the transactions are executed by Herzog or its agents, including its subsidiaries and affiliates. Also, where applicable, the transactions shall be subject (a) to the provisions of (1) the Securities Exchange Act of 1934, as amended, and (2) the Commodities Exchange Act, as amended; and (b) to the rules and regulations of (1) the Securities and Exchange Commission, (2) the Board of Governors of the Federal Reserve System and (3) the Commodities Futures Trading Commission. 2. AGREEMENT CONTAINS ENTIRE UNDERSTANDING/ASSIGNMENT. This Agreement contains the entire understanding between the Customer and Herzog concerning the subject matter of this Agreement. Customer may not assign the rights and obligations hereunder without first obtaining the prior written consent of Herzog. 3. SEVERABILITY. If any provision of this Agreement is held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement. 4. WAIVER. Except as specifically permitted in this Agreement, no provision of this Agreement can be, nor be deemed to be, waived, altered, modified or amended unless such is agreed to in a writing signed by Herzog. 5. DELIVERY OF SECURITIES. Without abrogating any of Herzog's rights under any other portion of this Agreement and subject to any indebtedness of the Customer to Herzog, the Customer is entitled, upon appropriate demand, to receive physical delivery of fully paid securities in the Customer's Account. 6. LIENS. All securities and other property of the Customer in any account in which the Customer has an interest shall be subject to a lien for the discharges of any and all indebtedness or any other obligation of the Customer to Herzog. All securities and other property of the Customer shall be held by Herzog as security for the payment of any such obligations or indebtedness to Herzog in any account that the Customer may have an interest, and Herzog, subject to applicable law, may at any time and without prior notice to the Customer use and/or transfer any or all securities and other property interchangeable in any account(s) in which the Customer has an interest (except regulated commodity accounts). 7. RESTRICTIONS ON TRADING. The Customer understand that Herzog may, in its sole discretion, prohibit or restrict trading of securities or substitution of securities in any of the Customer's Accounts. 8. PLEDGE OF SECURITIES AND OTHER PROPERTY. Within the limitations imposed by applicable laws, rules and regulations, all securities and other property of the Customer may be pledged and repledged and hypothecated and rehypothecated by Herzog from time to time, without notice to the Customer, either separately or in common with such other securities and other property of other bona fide Customers of Herzog, for any amount due Herzog in the Customer(s) Account(s). Herzog may do so without retaining in its possession or under its control for delivery a like amount of similar securities or other property. 9. INTEREST. Debit balances of the Account(s) of the Customer shall be charged with interest in accordance with Herzog's established custom, as disclosed to the Customer pursuant to the provisions of Rule 10b-16 of the Securities Exchange Act of 1934. 10. a. Disclosures Regarding Liquidations and Covering Positions. The customer clearly understands that, notwithstanding a general policy of giving customers notice of a margin deficiency, Herzog is not obligated to request additional margin from the Customer in the event the Customer's Account fails below minimum maintenance requirements. More importantly, there may be circumstances where Herzog will liquidate securities and/or other -2- property in the Account without notice to the Customer to ensure that minimum maintenance requirements are satisfied. b. Liquidations and Covering Positions. Herzog shall have the right in accordance with its general policies regarding margin maintenance requirements to require additional collateral or the liquidations of any securities and other property whenever in Herzog's discretion it considers if necessary for its protection including in the event of, but not limited to: the failure of the Customer to promptly meet any call for additional collateral; the filing of a petition in bankruptcy by or against the Customer; the appointment of a receiver is filed by or against the Customer; an attachment is levied against any Account of the Customer or in which the Customer has an interest or; the Customer's death, in any such event, Herzog is authorized to sell any and all securities and other property in any Account of the Customer whether carried individually or jointly with others, to buy all securities or other property which may be short in such Account(s), to cancel any open orders and to close any or all outstanding contracts, all without demand for margin or additional margin, other notice of sale or purchase, or other notice or advertisement each of which is expressly waived by the Customer. Any such sales or purchases may be made at Herzog's discretion on any exchange of other market where such business is ususally transacted or at public auction or private sale, and Herzog may be the purchaser or seller for its own account. It is understood a prior demand, or call, or prior notice of the time and place of such sale or purchase shall not be considered a waiver of Herzog's right to sell or buy without demand or notice as herein provided. 11. MARGIN. The Customer agrees to maintain in all accounts with Herzog such positions and margins as required by all applicable statutes, rules, regulations, procedures and custom, or as Herzog deems necessary or advisable. The Customer agrees to promptly satisfy all margin and maintenance calls. 12. SATISFACTION OF INDEBTEDNESS. The Customer agrees to satisfy, upon demand, any indebtedness, and to pay any debit balance remaining when the Customer's Account is closed, either partially or totally. Customer Account(s) may not be closed without Herzog first receiving all securities and other property for which the Account is short and all funds to pay in full for all securities and other property in which the Account(s) are long. 13. TRANSACTIONS AND SETTLEMENTS. All orders for the purchase or sale of securities and other property will be authorized by the Customer and executed with the understanding that an actual purchase or sale is intended and that it is the Customer's intention and obligation in every case to deliver certificates or commodities to cover any and all sales or to receive and pay for certificates or commodities upon Herzog's demand. If Herzog makes a short sale of any securities and other property at the Customer's direction or if the Customer fails to deliver to Herzog any securities and other property that Herzog has sold at the Customer's direction, Herzog is authorized to borrow the securities and other property necessary to enable Herzog to make delivery and the Customer agrees to be responsible for -3- any cost or loss Herzog may incur, or the cost of obtaining the securities and other property if Herzog is unable to borrow it. Herzog is the Customer's agent to complete all such transactions and is authorized to make advances and expend monies as are required. 14. SALES BY CUSTOMER. The Customer understands and agrees any order to sell "short" will be designated as such by the Customer, and that Herzog will mark the order as "short." All other sell orders will be for securities owned ("long") at that time, by the Customer, and by placing the order the Customer affirms that he or she will deliver the securities on or before the settlement date. 15. INTRODUCED ACCOUNTS. If the Account has been introduced to Herzog and is carried by Herzog only as a clearing broker, Customer agrees that Herzog is not responsible for the conduct of the introducing broker and that Herzog's only responsibilities to the Customer relate to the execution, clearing and bookkeeping of transactions in the Customer's Account(s). 16. HERZOG AS AGENT. The Customer understands that Herzog is acting as the Customer's agent, unless Herzog notifies the Customer, in writing, before the settlement date for the transaction, that Herzog is acting as a dealer for its own account or as agent for some other person. 17. CONFIRMATIONS AND STATEMENTS. Confirmations of transactions and statements for the Customer's Account(s) shall be binding upon the Customer if the Customer does not object, in writing, within ten days after receiving receipt by the Customer. Notice or other communications including margin and maintenance calls delivered or mailed to the address given below shall, until Herzog has received notice in writing of a different address, be deemed to have been personally delivered to the Customer whether actually received or not. 18. CREDIT INFORMATION AND INVESTIGATION. The Customer authorizes Herzog, in its discretion, to obtain reports concerning his or her credit standing and business conduct. Upon the Customer's request, Herzog will inform the Customer whether it has obtained credit reports, and if so, Herzog will inform the Customer of the name and address of the consumer reporting agency that furnished those reports. 19. OPTION POSITIONS. The Customer agrees not to enter into any purchase or sale of equity, debt, foreign currency or index put and call options without having read and fully understood the terms, conditions and risks, as set forth in the Characteristics and Risks of Standardized Options booklet which Herzog agrees to furnish prior to such transactions. Exercise assignment notices for option contracts are allocated among customer short -4- positions in accordance with the date of the transaction which established the short position. Positions which were established earliest will be assigned first ("First-in, First-out"). A more detailed description of FIFO allocation procedure is available upon request. 20. NOTICE TO EXERCISE OPTIONS. If the Customer purchases any listed option, the Customer will notify Herzog of his or her 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 the Customer's Account if it would be profitable for the Customer to do so. Except as required by the Options Clearing Corporation Rules, Herzog has no obligation to exercise any option absent specific instructions from the customer to that effect. If it would not be profitable for the Account due to commission expenses, it may be permitted to expire, or, at Herzog's discretion, sold or acquired by Herzog for some equitable payment to the Customer based on Herzog's expenses and risk, without any liability or responsibility on Herzog's part to the Customer. 21. IMPARTIAL LOTTERY ALLOCATION SYSTEM. When Herzog holds on the Client's behalf bonds or preferred stocks in street or bearer form which are callable in part, the Customer agrees 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, the Customer understands when the call is favorable, no allocation will be made to any account in which Herzog, its officers, or employees, have a financial interest until all other customers' positions in such securities are satisfied on an impartial lottery basis. 22. JOINT ACCOUNTS. (a) If this is a joint account, The Customers agree that each of them shall have authority on behalf of the Account to buy, sell (including short sales), and otherwise deal in, through Herzog as broker, securities or options 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 Herzog as if each of the joint owners alone was the Account owner, all without notice to the other Account owner(s). The Customers 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) Herzog may follow the instructions of any of the joint owners concerning this Account and make delivery to any of the joint owners, of any and all securities in this Account, and make payments to any of the Account owners, of any or all monies in this Account as any of the owners may order and direct, even if such deliveries and/or payments shall be made to one of the Account owners personally, and not for this Account. Herzog shall be under no obligation to inquire into the purpose of any such demand for delivery of said securities or payment, and shall not be bound to see to the application or disposition of the said securities and/or monies so delivered or paid to any of the Account owners. -5- (c) In the event of the death of any of the joint Account owners, the survivor(s) shall immediately give Herzog written notice thereof, and Herzog may, before or after receiving such notice, take such proceedings, require such documents, retain such portion and/or restrict transactions in the Accounts it deems advisable to protect itself against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of any of the joint Account owners who shall have died shall be liable and each survivor will be liable jointly and severally, to Herzog for any debt or loss in this Account resulting from the completion of transactions initiated prior to Herzog's 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 this Account as the result of the death of any of the joint Account owners, or through the exercise by his or her estate or representatives of any rights in this 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) JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP (WHEN ONE DIES HIS OR HER INTEREST PASSES TO THE SURVIVORS). Herzog may presume that it is the express intention of the Customers to create an estate or Account as joint tenants with rights of survivorship and to as tenants in common. In the event of the death of either or any of the joint owners, the entire interest in the 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 liability. 23. SUCCESSORS. Customer hereby agrees that this Agreement and all the terms thereof shall be binding upon Customer's heirs, executors, administrators, personal representatives and assigns. This Agreement shall inure to the benefit of Herzog's present organization, and any successor organization, irrespective of any change or changes at any time in the personnel thereof, for any cause whatsoever. 24. CHOICE OF LAWS. This Agreement shall be deemed to have been made in the State of New York and shall be construed, and the rights and liabilities of the parties determined, in accordance with the laws of the State of New York. 25. CAPACITY TO CONTRACT, Customer Affiliation. By signing below, the Customer represents that he or she is of legal age, and that he or she is not an employee of any exchange, or of any corporation of which any exchange owns a majority of the capital stock, or of a member of any exchange, or of a member firm or member corporation registered on any exchange, or of a bank, trust company, insurance company, or of any corporation, firm or individual engaged in the business of dealing, either as broker or principal, in securities, bills of exchange, acceptances or other forms of commercial paper, and that the Custom [ILLEGIBLE WORDS] if the Customer is now or becomes so employed. The Customer also represents that -6- no one except the Customer has an interest in the Account or Accounts of the Customer with Herzog. 26. (a) Arbitration Disclosures. /bullet/Arbitration is final and binding on the parties. /bullet/The parties are waiving their right to seek remedies in court, including the right to jury trial. /bullet/Pre-arbitration discovery is generally more limited than and different from court proceedings. /bullet/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. /bullet/The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. (b) Arbitration. Any controversy: (1) arising out of or relating to any of the Customer's accounts maintained individually or jointly with any other party, in any capacity; or (2) relating to the Customer's transactions or accounts with any of Herzog's predecessor firms by merger, acquisition or other business combination from the inception of such accounts: (3) with respect to transactions of any kind executed by, through or with Herzog, its officers, director's agents and/or employees; or (4) with respect to this agreement, or the breach thereof, shall be resolved by arbitration conduced at the New York Stock Exchange, Inc., National Association of Securities Dealers, Inc., or American Stock Exchange, Inc., or any self-regulatory organization ("SRO") subject to the jurisdiction of the Securities and Exchange Commission and pursuant to the arbitration procedures then in effect of any SRO as the Customer may elect. The Individuals who shall serve on a particular arbitration panel shall be determined by the Director of Arbitration. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. (c) 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; who is a member of a putative class who has no 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. 27. DISCLOSURES TO ISSUERS. Under rule 14b-1(c) of the Securities Exchange Act of 1934, Herzog is required to disclose to an issuer the name, address, and securities position of its customers who are beneficial owners of that issuer's securities unless the customer -7- objects. Unless the Customer notifies Herzog of such objection by initialing the statement following, Herzog will make such disclosures to issuers. I object to the disclosure of such information. 28. LOAN OR PLEDGE OF SECURITIES. The Customer hereby authorizes Herzog to lend either to itself or to others any securities held by Herzog in the Customer's margin account and to carry such property in its general loans. Such property may be pledged, repledged, hypothecated or rehypothecated either separately or in common with other such property for any amounts due Herzog thereon or for a greater sum, and Herzog shall have no obligation to retain a like amount of similar property in its possession and control. 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 MY/OUR ACCOUNTS OR AS COLLATERAL THEREFORE, OR MAINTAIN A MARGIN ACCOUNT. 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. DO NOT INITIAL THIS BOX ---------------------- INITIALS IF YOU HAVE OR WANT A MARGIN ACCOUNT Paragraph 28 relates to margin accounts, and the lending agreement only becomes operative when transactions are effected on a general/margin account basis. 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(s) of this paragraph.) FOR PERSONS EXEMPT FROM BACKUP WITHHOLDING (SEE INSTRUCTIONS) WRITE THE WORD "EXEMPT" HERE: NOTICE: Any person, whether married, unmarried or separated, may apply for a separate account. ------------------------------------------------------------------------- ACCOUNT NUMBER ------------------------------------------------------------- OFF NUMBER CASH CK MARGIN CK A.E. ------------------------------------------------------------------------- NOTICE: This agreement contains a pre-dispute arbitration clause, which is located on this page at paragraph 26. -3- -------------------------- --------------------------------
ALL INFORMATION BELOW THE LINE MUST BE FILLED IN - ----------------------------------------------------------------------------------------------------------------- The Customer's [ ] The Social Security Please print name belonging Social Number or Tax ID to S.,S. or Tax I.D. Security No. or Number to the left [ ] Tax belongs to the name Identification No. is on the right. - ----------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------
All communications for this account are to be mailed to (NAME AND ADDRESS): X ------------------------------------- Customer Signature Date X -------------------------------------- Other Owner's Signature Date THE [ ] SOCIAL SECURITY NO. OR [ ] TAX I.D. NO. SHOWN TO THE LEFT OF THIS BOX ON THE MAILING LABEL IS INCORRECT. THE CORRECT NO. IS - -------------------------------------------------------------------------------- -4- -----END PRIVACY-ENHANCED MESSAGE-----