-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, FZIGcpWhTFTNz8HTbPfmuC+RAbaJtq9Y9A2nH7rfeULZzTKIMu4xZV55qxa0t4qM gujxQpfL/e/OjEOFmC05bg== 0000921749-94-000003.txt : 19940606 0000921749-94-000003.hdr.sgml : 19940606 ACCESSION NUMBER: 0000921749-94-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940603 GROUP MEMBERS: GARY N. SIEGLER GROUP MEMBERS: PETER M. COLLERY GROUP MEMBERS: SC FUNDAMENTAL INC GROUP MEMBERS: SC FUNDAMENTAL INC. GROUP MEMBERS: SC FUNDAMENTAL VALUE BVI, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DYNATECH CORP CENTRAL INDEX KEY: 0000030841 STANDARD INDUSTRIAL CLASSIFICATION: 3577 IRS NUMBER: 042258582 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-30020 FILM NUMBER: 94532875 BUSINESS ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 BUSINESS PHONE: 6172726100 MAIL ADDRESS: STREET 1: 3 NEW ENGLAND EXECUTIVE PARK CITY: BURLINGTON STATE: MA ZIP: 01803-5087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SC FUNDAMENTAL INC CENTRAL INDEX KEY: 0000919094 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133563937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 712 5TH AVE 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2129573500 MAIL ADDRESS: STREET 1: 712 5TH AVENUE 19TH FL STREET 2: 712 5TH AVENUE 19TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DYNATECH CORPORATION (Name of Issuer) Common Stock, par value $.20 per share (Title of Class of Securities) 268138104 (CUSIP Number) Marc Weitzen, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 27, 1994 (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). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The SC Fundamental Value Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC; 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 573,700 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 573,700 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 573,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SC Fundamental Value BVI, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 259,300 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 259,300 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 259,300 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SC Fundamental Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 573,700 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 573,700 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 573,700 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gary N. Siegler 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 833,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 833,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 833,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 268138104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter M. Collery 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) x 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 833,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 833,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 833,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer This statement relates to the common stock, par value $.20 per share ("Shares"), of Dynatech Corporation (the "Issuer"). The address of the Issuer is 3 New England Executive Park, Burlington, Massachusetts 01803- 5087. Item 2. Identity and Background The persons filing this statement (the "Reporting Persons") are SC Fundamental Inc., a Delaware corporation ("SC"), The SC Fundamental Value Fund, L.P., a Delaware limited partnership ("Fund"), SC Fundamental Value BVI, Inc., a Delaware corporation ("BVI Inc."), Gary N. Siegler ("Siegler"), a citizen of the United States and Peter M. Collery ("Collery"), a citizen of the United States. The principal business address and the address of the principal office of SC, Fund, BVI Inc., Siegler and Collery is 712 Fifth Avenue, 19th Floor, New York, New York 10019. Fund is primarily engaged in the business of investing in securities. SC's principal business is to act as general partner of Fund. BVI Inc.'s principal business is to act as managing general partner of the investment manager of SC Fundamental Value BVI, Ltd. ("BVI Ltd."), a company principally engaged in the business of investing in securities. The name, position, business address and citizenship of each executive officer and director of SC and BVI Inc. are set forth on Schedule A attached hereto. Siegler is a controlling stockholder, the president and a director of SC and BVI Inc. Collery is a controlling stockholder, vice president and a director of SC and BVI Inc. Siegler and Collery are in a position to directly or indirectly determine the investment and voting decisions made by SC and BVI Inc., and consequently, Fund. The Reporting Persons may be deemed to be a "group" within the meaning of Rule 13d-5 promulgated under the Securities and Exchange Act of 1934, as amended (the "Act"). Neither the Reporting Persons nor any executive officer or director of SC or BVI Inc. has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) 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 a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The Reporting Persons purchased all Shares of the Issuer which they may be deemed to beneficially own for the aggregate purchase price of $16,806,007.47. Such Shares were purchased with working capital of Fund and BVI Ltd. and with funds extended by brokerage firms in connection with margin transactions effected for Fund and BVI Ltd. Item 4. Purpose of Transaction Reporting Persons have acquired Shares of Issuer because they believe that such Shares are substantially undervalued. Therefore, Reporting Persons may continue to acquire Shares of the Issuer from time to time in the open market or otherwise. In that regard, Reporting Persons intend to seek a determination from the Issuer's Board of Directors that Reporting Persons are not "Adverse Persons," as such term is used in Issuer's Shareholder Rights Agreement, dated as of February 16, 1989, as amended and restated as of March 12, 1990. In addition to the foregoing, Reporting Persons reserve the right to dispose of Shares of the Issuer at any time and from time to time in the open market or otherwise. Reporting Persons believe that Issuer should take steps to maximize shareholder value. Therefore, Reporting Persons intend to seek to meet with management's nominees for election as directors to determine whether or not such nominees share Reporting Persons' objectives with respect to maximizing shareholder value. In the event that Reporting Persons determine that such nominees do not share such objectives, Reporting Persons will determine what course of action to take. This may include, but not be limited to, seeking to elect their own nominees as directors of the Company at the next meeting of Issuer's shareholders (which Reporting Persons believe is scheduled for July 26, 1994 and at which shareholders of record on June 13, 1994, will be entitled to vote) or making or participating with others in an offer for the Company. Reporting Persons specifically reserve the right to take any such or other action or not to take any action. Item 5. Interest in Securities of the Issuer (a) As of the close of business on June 2, 1994, the Reporting Persons may be deemed to beneficially own in the aggregate 833,000 Shares, representing approximately 9.0% of the outstanding Shares of the Issuer (based upon the number of Shares reported to be outstanding in the Issuer's Form 10Q for the fiscal quarter ended December 31, 1993). The Reporting Persons have direct beneficial ownership of the Shares as follows: Name Number of Shares Approximate Percentage of Outstanding Shares Fund 573,700 6.2% BVI. Inc 259,300 2.8% SC, by virtue of its role as general partner of Fund, may be deemed to beneficially own the Shares which Fund owns. Siegler and Collery, by virtue of their status as controlling stockholders of SC and BVI Inc., may be deemed to beneficially own the Shares which SC may be deemed to beneficially own and BVI Inc. and Fund directly beneficially own. Siegler and Collery disclaim beneficial ownership of Shares for all other purposes. To the best of the Reporting Persons' knowledge, except as set forth herein, neither the directors nor the executive officers of any of the Reporting Persons beneficially own any Shares. (b) Each of Fund and BVI Inc. has the sole power to vote or to direct the vote and to dispose or to direct the disposition of Shares which it directly beneficially owns. Each of SC, Siegler and Collery may be deemed to share with Fund the power to vote or to direct the vote and to dispose or to direct the disposition of 573,700 Shares which Fund directly beneficially owns. Each of Siegler and Collery may be deemed to share with BVI Inc. the power to vote or to direct the vote and to dispose or to direct the disposition of 259,300 Shares which BVI Inc. directly beneficially owns. (c) The following table sets forth all transactions with respect to the Issuer's Shares effected during the past sixty days by each of the Reporting Persons listed in Item 5(a) above. Each transaction set forth below reflects a purchase or sale effected by means of an over-the-counter trade. Transactions enclosed in parentheses reflect sales of Shares.
Price Per Fund BVI Inc. Trade Date Share ($) Shares Shares 4/13/94 21.1250 (3,500) (1,500) 4/14/94 21.0000 (2,900) (1,100) 4/14/94 21.0000 (17,600) (7,400) 4/14/94 21.3977 (3,900) (1,600) 4/15/94 21.5000 (10,300) (4,300) 4/19/94 20.3750 (4,250) (1,750) 4/20/94 20.2500 (4,500) (1,800) 4/21/94 19.0112 (5,500) (2,300) 5/01/94 16.7500 (5,000) 5,000 5/16/94 17.7500 51,700 23,300 5/18/94 17.8295 22,800 10,200 5/20/94 18.0000 13,800 6,200 5/27/94 16.9375 199,600 90,100 5/31/94 17.7833 20,200 9,100 6/01/94 17.8750 13,000 5,900 6/01/94 17.8750 1,700 800 6/02/94 19.4500 17,200 7,800 6/02/94 20.2500 5,200 2,400 6/02/94 20.2500 13,800 6,200
(d) To the best of Reporting Persons' knowledge, except as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares of Issuer which Reporting Persons may be deemed to beneficially own. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of Issuer The Reporting Parties are parties to a Joint Filing Agreement, attached hereto as Exhibit 1, with respect to the filing of this statement and any amendments thereto. The Reporting Parties are parties to a margin agreement with their brokers, Neuberger & Berman, which agreement is attached hereto as Exhibit 2. Item 7. Material to Be Filed as Exhibits Exhibit 1 Joint Filing Agreement Exhibit 2 Margin Agreement between Reporting Parties and Neuberger & Berman Schedule A Name, Position and Business Address for each Executive Officer and Director of SC and BVI Inc. The following sets forth the name and principal occupation of each executive officer and director of SC and BVI Inc. The business address of each director and executive officer is 712 Fifth Avenue, New York, New York 10022. Each such person is a citizen of the United States of America. To the best of Reporting Persons' knowledge, except as set forth in this statement, none of the directors or executive officers of Reporting Persons owns any securities. SC FUNDAMENTAL INC. Present Principal Name and Position Occupation or Employment Gary N. Siegler President of Siegler, Director and President Collery & Co., SC Fundamental Inc. and SC Fundamental Value BVI, Inc. Peter M. Collery Vice President of Director and Vice President Siegler, Collery & Co., SC Fundamental Inc. and SC Fundamental Value BVI, Inc. SC FUNDAMENTAL VALUE BVI, INC. Present Principal Name and Position Occupation or Empoloyment Gary N. Siegler President of Siegler, Collery & Director and President Co., SC Fundamental Inc. and SC Fundamental Value BVI Inc. SC FUNDAMENTAL VALUE BVI. INC. (cont'd) Present Principal Name and Position Occupation or Employment Peter M. Collery Vice President of Siegler, Collery & Director and Vice President Co., SC Fundamental Inc. and SC SC Fundamental Value BVI, Inc. SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement on Schedule 13D concerning the common stock, par value $.20 per share, of Dynatech Corporation, a Delaware corporation, is true, complete and correct. Date: June 2, 1994 SC FUNDAMENTAL INC. SC FUNDAMENTAL VALUE BVI, INC. Both By:/s/ Peter M. Collery Peter M. Collery Vice President THE SC FUNDAMENTAL VALUE FUND, L.P. By: /s/ Peter M. Collery Peter M. Collery Vice President /s/ Peter M. Collery Peter M. Collery /s/ Gary N. Siegler Gary N. Siegler EX-10 2 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.20 per share, of Dynatech Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 2nd day of June, 1994. SC FUNDAMENTAL INC. SC FUNDAMENTAL VALUE BVI, INC. Both By:/s/ Peter M. Collery Peter M. Collery Vice President THE SC FUNDAMENTAL VALUE FUND, L.P. By: SC FUNDAMENTAL INC. By: /s/ Peter M. Collery Peter M. Collery Vice President /s/ Peter M. Collery Peter M. Collery /s/ Gary N. Siegler Gary N. Siegler EX-10 3 EXHIBIT 2 CUSTOMER'S AGREEMENT To: NEUBERGER & BERMAN In consideration of your agreeing to act as brokers for the undersigned, the undersigned agree as follows: 1. All transactions shall be subject to the constitution, rules, regulations, customers and usages of the exchange or market, and its clearing house, if any, where executed, and to the provisions of all applicable statutes and regulations now or hereafter in force. 2. No waiver, alteration, modification or amendment of this agreement shall be valid unless signed by one of your partners. 3. All monies, securities or other property in my account or accounts shall be subject to your lien and the securities may be pledged by you to the extent permitted by the rules of the New York Stock Exchange. 4. This agreement shall enure to the benefit of any successor firm. 5. The undersigned represents that he is a citizen of the United States, of full age; not an employee or connected in any way with a member of any exchange or any firm dealing in securities and that no one except the undersigned has an interest in the account or accounts of the undersigned with you. Should there be any change in the foregoing, I agree to promptly inform you in writing. 6. All securities and commodities or any other property, now or hereafter held by you, or carried by you for the undersigned (either individually or jointly with others), or deposited to secure the same, may from time to time and without notice to me, be carried in your general loans and may be pledged, repledged, hypothecated or rehypothecated, separately or in common with other securities and commodities or any 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 or commodities. 7. The undersigned will at all times maintain margins for said accounts, as required by you from time to time. 8. ARBITRATION DISCLOSURES - - 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. 9. ARBITRATION ANY CONTROVERSY OR CLAIMS BETWEEN THE PARTIES ARISING OUT OF OR RELATED TO THIS OR ANY OTHER AGREEMENT, CLIENT'S ACCOUNT WITH N&B, OR N&B'S OR CLIENT'S ACTS OR OMISSIONS WHETHER ARISING BEFORE OR AFTER THE DATE OF THIS AGREEMENT, SHALL BE SUBMITTED TO BINDING ARBITRATION BEFORE THE NEW YORK STOCK EXCHANGE ACCORDING TO ITS THEN CURRENT RULES (OR TO SUCH OTHER ARBITRATION PANEL OR BOARD AS MAY BE REQUIRED BY LAW) AND JUDGMENT UPON THE AWARD RENDERED AS A RESULT OF SUCH ARBITRATION SHALL BE FINAL AND MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. 10. This agreement and its enforcement shall be governed by the laws of the State of New York. BY SIGNING THIS AGREEMENT THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES WHICH YOU MAY BE CARRYING ON MARGIN FOR THE ACCOUNT OR ACCOUNTS OF THE UNDERSIGNED MAY BE LOANED BY YOU TO YOURSELVES, AS BROKER OR PRINCIPAL, OR OTHERS. By signing this agreement the customer also acknowledges that: 1) The customer has read and received a copy of this agreement; and 2) This agreement contains a pre-dispute arbitration clause at Paragraph 9. Date: 2/25/92 /s/ Peter M. Collery 037-25589 Account Number -----END PRIVACY-ENHANCED MESSAGE-----