-----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, R3DPITh5ZeH0L386XWbp+Fp9twvx/MrkgtNvPq1aJGziVbVLQql2Ci75Kr6ra4Zo qSU/jv4rsQbwOeU7wkdOmw== 0000950124-02-000196.txt : 20020414 0000950124-02-000196.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950124-02-000196 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GILBERT DANIEL CENTRAL INDEX KEY: 0000941670 IRS NUMBER: 371825647 STATE OF INCORPORATION: MI FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ROCK FINANCIAL CORP STREET 2: 30600 TELEGRAPH RD., STE. 4000 CITY: BINGHAM FARMS STATE: MI ZIP: 48025 BUSINESS PHONE: 2485408000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: RAWLINGS SPORTING GOODS CO INC CENTRAL INDEX KEY: 0000921915 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 431674348 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43369 FILM NUMBER: 02525248 BUSINESS ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 BUSINESS PHONE: 3143493500 MAIL ADDRESS: STREET 1: 1859 INTERTECH DR CITY: FENTON STATE: MO ZIP: 63026 SC 13D 1 k67260sc13d.txt SCHEDULE 13D SCHEDULE 13D (RULE 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rawlings Sporting Gooods Company, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 754459105 - -------------------------------------------------------------------------------- (CUSIP Number) Daniel Gilbert 20555 Victor Parkway Livonia, Michigan 48152 (734) 805-7575 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 22, 2002 - -------------------------------------------------------------------------------- (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(e), 13d-1(f) or 13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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. 754459105 13D PAGE 2 OF 6 PAGES - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel Gilbert - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 513,360 SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 513,360 PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 513,360 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. The title of the class of equity securities to which this statement relates is Common Stock, par value $0.01 per share ("Common Stock"), of Rawlings Sporting Goods Company, Inc., a Delaware corporation ("Rawlings"). The address of Rawlings's principal executive offices is 1859 Intertech Drive, Fenton, Missouri 63026. ITEM 2. IDENTITY AND BACKGROUND. This statement is being filed by Daniel Gilbert, who is referred to in this Schedule as the "Reporting Person". The Reporting Person's present principal occupation or employment is private investor. The Reporting Person's business address is 20555 Victor Parkway, Livonia, Michigan 48152. The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The Reporting Person acquired beneficial ownership of his Common Stock through a brokerage account at UBS PaineWebber Inc. (the "Brokerage Account") which contains his personal funds or funds. The Brokerage Account is subject to a client agreement between the Reporting Person and the brokerage firm. From time to time, the brokerage firm may extend margin credit to the Reporting Person under the terms of the brokerage account. No margin loans have been made to acquire the Common Stock reported in this schedule as beneficially owned by the Reporting Person. The Reporting Person used approximately $1,897,764 of his personal funds to acquire the Common Stock reported in this schedule as beneficially owned by him. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the Common Stock beneficially owned by him for investment purposes, because he believes that the trading prices of the Common Stock in the public market do not adequately reflect the potential value of Rawlings's underlying business and assets. As a substantial shareholder of Rawlings, the Reporting Person expects and intends to explore and be receptive to opportunities to enhance the value of the Common Stock beneficially owned by the Reporting Person. In addition, the Reporting Person may encourage Rawlings to explore strategic alternatives to increase shareholder value and, depending on Rawlings's response, may consider Page 3 of 6 pages pursuing such alternatives on his own or with third parties. However, the Reporting Person currently has no specific plans or proposals with respect to these matters. Subject to market conditions and other factors that the Reporting Person may deem material to his investment decisions, the Reporting Person may, from time to time, acquire additional shares of Common Stock, or rights to purchase shares of Common Stock in the open market, in privately negotiated transactions or otherwise, depending upon the price and availability of such shares or rights. The Reporting Person intends to review on a continuing basis various factors relating to his investment in Rawlings, including Rawlings's business and prospects, the price and availability of Rawlings's securities, subsequent developments affecting Rawlings, other investment and business opportunities available to the Reporting Person, his general investment and trading policies, market conditions or other factors. Based on these factors, the Reporting Person may determine to dispose of some of all of his Common Stock, periodically, by public or private sale (registered or unregistered and with or without the simultaneous sale of newly-issued Common Stock by Rawlings), gift, pledge, expiration of options or otherwise, including, without limitation, sales of Common Stock by the Reporting Person pursuant to Rule 144 under the Securities Act of 1933, as amended, or otherwise. The Reporting Person reserves the right not to acquire Common Stock or not to dispose of all or part of such Common Stock if he determines such acquisition or disposal is not in his best interests at that time. Other than as described above, the Reporting Person does not have any current plans or proposals which relate to, or would result in, (a) any acquisition or disposition by him of securities of Rawlings, (b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Rawlings or any of its subsidiaries, (c) any sale or transfer of a material amount of assets of Rawlings or any of its subsidiaries, (d) any change in the present Board of Directors or management of Rawlings, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board, (e) any material change in Rawlings's present capitalization or dividend policy, (f) any other material change in Rawlings's business or corporate structure, (g) any changes in Rawlings's Certificate of Incorporation or Bylaws or other actions which may impede the acquisition of control of Rawlings by any person, (h) causing a class of securities of Rawlings to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of Rawlings's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, or (j) any action similar to those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The number and percentage of shares of Common Stock beneficially owned by the Reporting Person as of February 1, 2002 are as follows: Page 4 of 6 pages
Number Percent* ------ -------- Daniel Gilbert 513,360** 6.4%
*Based on the 8,030,249 shares of Common Stock reported as outstanding as of December 31, 2001 in Rawlings's Quarterly Report on Form 10-Q for the quarter ended November 30, 2001. **Includes 513,360 shares held in the Brokerage Account at UBS PaineWebber Inc. by the Reporting Person. (b) The Reporting Person has sole voting and investment power over the 513,360 shares of Common Stock reported above as beneficially owned by him. (c) The Reporting Person effected the following purchases of shares of Common Stock in open market transactions since November 23, 2001 (60 days before the Reporting Person became a beneficial owner of five percent of the Company's Common Stock on January 22, 2002):
Name Transaction Date Shares Price Per Share* ---- ---------------- ------ ---------------- Reporting Person 01/07/02 54,700 $3.21 Reporting Person 01/08/02 98,500 $3.23 Reporting Person 01/09/02 50,000 $3.54 Reporting Person 01/10/02 10,000 $3.54 Reporting Person 01/11/02 70,000 $3.54 Reporting Person 01/14/02 10,000 $3.44 Reporting Person 01/14/02 5,000 $3.50 Reporting Person 01/16/02 2,000 $3.66 Reporting Person 01/17/02 11,500 $3.59 Reporting Person 01/17/02 2,500 $3.59 Reporting Person 01/18/02 15,000 $3.71 Reporting Person 01/18/02 5,000 $3.65 Reporting Person 01/18/02 5,000 $3.63 Reporting Person 01/18/02 10,000 $3.72 Reporting Person 01/18/02 1,000 $3.59 Reporting Person 01/22/02 500 $3.74 Reporting Person 01/22/02 5,000 $3.69 Reporting Person 01/23/02 10,000 $3.83 Reporting Person 01/23/02 4,000 $3.84 Reporting Person 01/24/02 30,000 $4.04 Reporting Person 01/24/02 8,000 $3.98 Reporting Person 01/25/02 10,000 $4.09 Reporting Person 01/28/02 10,000 $4.24 Reporting Person 01/29/02 5,000 $4.09 Reporting Person 01/30/02 13,500 $4.14 Reporting Person 01/31/02 20,000 $4.29 Reporting Person** 02/01/02 360 $0.00
- ---------------------- *Including commissions. **Stock Dividend. Page 5 of 6 pages (d) No other person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Person. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Form of UBS PaineWebber Inc. Client Agreement. 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: February 1, 2002 /s/ DANIEL GILBERT ---------------------- Daniel Gilbert Page 6 of 6 pages Exhibit Index Exhibit Exhibit Number Description - ------ ----------- 99.1 Form of UBS PaineWebber Inc. Credit Agreement. EX-99.1 4 k67260ex99-1.txt FORM OF UBS PAINE WEBBER INC. CREDIT AGREEMENT EXHIBIT 99.1 PRIME BROKERAGE SERVICES AGREEMENT This Agreement sets forth the terms and conditions under which UBS PaineWebber Inc., its successors and assigns ("UBS PaineWebber") will clear your securities transactions with such broker-dealer as you may designate, from time to time, as your executing broker ("Executing Broker") provided that UBS PaineWebber has entered into a Prime Brokerage Agreement with such broker-dealer with respect to your prime brokerage transactions (hereinafter referred to as "Prime Brokerage Transaction(s)"). 1. ESTABLISHMENT OF ACCOUNT UBS PaineWebber will clear Prime Brokerage Transactions in your account on UBS PaineWebber's books which were executed by the designated Executing Broker in a broker-dealer credit account established in UBS PaineWebber's name and designated for your benefit on the books of the Executing Broker. On the settlement date for each Prime Brokerage Transaction, UBS PaineWebber will deliver or receive your securities to or from your Executing Broker against payment in full by or to your Executing Broker on your behalf. 2. CUSTOMER TRADES You hereby agree to inform UBS PaineWebber of all the details of each Prime Brokerage Transaction executed through the Executing Broker for your account, including, but not limited to, the contract amount, the security involved, the number of shares or number of units, and whether the transaction was a long or short sale or a purchase (collectively, the "Trade Data") by 5:00 p.m. New York time on trade date. In the event of any discrepancy in the Trade Data reported to UBS PaineWebber by you and the Trade Data reported to UBS PaineWebber by the Executing Broker under the Prime Brokerage Agreement, you shall be responsible for resolving such discrepancy promptly, and you shall be liable to UBS PaineWebber for any loss, cost or expense sustained by UBS PaineWebber arising out of such Prime Brokerage Transaction. Where the Executing Broker is forwarding trade confirmations to you in care of UBS PaineWebber pursuant to your written instructions, UBS PaineWebber upon request will promptly provide you with copies of these confirmations. 3. APPLICABLE LAW AND REGULATIONS All Prime Brokerage Transactions shall be subject to all applicable laws and the rules and regulations of all federal, state and self-regulatory agencies 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 customs of the exchange or market (and its clearing house, if any) where executed. In addition, all Prime Brokerage Transactions shall be performed in a manner not inconsistent with the SEC No-Action Letter dated January 25, 1994 relating to prime brokerage services, which was issued by the Division of Market Regulation (the "SEC Letter"), as the same may be amended, modified or supplemented from time to time. 4. CUSTOMER QUALIFICATION You agree to maintain in your account with UBS PaineWebber such minimum net equity in cash or securities as may be required, from time to time, by UBS PaineWebber (the "Minimum Net Equity"), which shall in no event be less than the minimum net equity required by the SEC Letter, as such requirement may be amended from time to time. If the net equity in your account is less than the Minimum Net Equity on any business day you agree to restore the net equity in your account to the Minimum Net Equity by 12:00 noon on the fifth business day following that date. If such Minimum Net Equity is not restored by that date, this Agreement will be terminated effective the close of business that day. As used in this Agreement, the term "business day" means any day which is not a Saturday or Sunday on which the New York Stock Exchange, Inc. is open for business. 5. RIGHT TO DISAFFIRM; CUSTOMER'S SETTLEMENT OBLIGATION UBS PaineWebber reserves the right to disaffirm or refuse to clear and settle any Prime Brokerage Transaction with you. Notice of disaffirmance will be sent to you and your Executing Broker promptly but in any event no later than the close of business on the business day after the trade date of the transaction if UBS PaineWebber has received the Executing Broker's confirmation by 12:00 noon on that day. If the Executing Broker's confirmation is not received by 12:00 noon the next business day, the notice of disaffirmance will be sent by close of business the day after the Executing Broker's confirmation is received. Pursuant to the Prime Brokerage Agreement with your Executing Broker, such disaffirmance of one Prime Brokerage Transaction will cause all transactions on that trade date and the prior trade day to be disaffirmed. In the event UBS PaineWebber indicates its intention not to settle, or fails to settle, any of your Prime Brokerage Transactions, you shall be responsible and liable for settling such Prime Brokerage Transaction directly with the Executing Broker. 6. DISCRETIONARY ACCOUNT (a) If your account is managed on a discretionary basis by an investment advisor, money manager or other person ("advisor"), you hereby acknowledge that your Prime Brokerage Transactions may be commingled with those of other accounts of your advisor ("sub-accounts"), according to your advisor's instructions, for clearance by the Executing Broker in a single bulk trade and for settlement in bulk with UBS PaineWebber. (b) If you are executing this Agreement on behalf of a customer whose account is managed by you, you hereby represent and covenant to UBS PaineWebber that (i) you have sufficient knowledge of such customer to make the representation set forth in paragraph 13 of this Agreement and (ii) you have been duly authorized by the customers identified on the attached Schedule to execute this Agreement, to bind such customer to arbitration, to enter orders to effect Prime Brokerage Transactions, and to take such other actions as are contemplated by this Agreement. 7. DEFAULT If (i) any representation made by you shall have been incorrect or untrue in any material respect when made, (ii) you shall have admitted your inability to, or intention not to, perform any of your obligations hereunder, (iii) you file a petition or other proceeding in bankruptcy, insolvency, or for the appointment of a receiver, or such a petition or proceeding is filed against you, (iv) a levy or an attachment is made against your account(s) with UBS PaineWebber, (v) you die, become mentally incompetent or you are a corporation that dissolves, or (vi) you shall have otherwise breached the terms of this Agreement (any one being an "Event of Default"), UBS PaineWebber shall have the right 2 to sell, without prior notice to you, any and all property in which you have an interest held by or for the benefit of UBS PaineWebber, to buy any property that may have been sold short, to cancel any outstanding transactions and/or to purchase or sell any other securities or other instruments to offset market risk, and you shall be liable to UBS PaineWebber for all losses, costs and expenses caused by such Event of Default, together with interest earned thereon from the date of such Event of Default at the prime rate, until payment in full is received by UBS PaineWebber. 8. LEGALLY BINDING You hereby agree that this Agreement and all the terms hereof shall be binding upon you and your estate, heirs, executors, administrators, personal representatives, successors and assigns. You agree that all Prime Brokerage Transactions shall be for you 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. 9. AMENDMENT; ENTIRE AGREEMENT You agree that UBS PaineWebber may modify the terms of this Agreement at any time upon prior written notice. If such modifications are unacceptable to you, you must notify UBS PaineWebber in writing within 30 days of the transmittal of such notice. Your account may then be terminated by UBS PaineWebber after which you agree to remain liable to UBS PaineWebber for all existing liabilities or obligations. Otherwise, this Agreement may not be waived or modified absent a written instrument signed by an authorized representative of UBS PaineWebber. Except as set forth above, this Agreement represents the entire agreement and understanding between you and UBS PaineWebber concerning the subject matter hereof. 10. TELEPHONE CONVERSATIONS For the protection of both you and UBS PaineWebber, and as a tool to correct misunderstandings, you hereby authorize UBS PaineWebber in its discretion and without prior notice to you, to monitor and/or record any or all telephone conversations between you, UBS PaineWebber and any of UBS PaineWebber's employees or agents. You acknowledge that UBS PaineWebber may determine not to make or keep such recordings and such determination shall not in any way affect any party's rights. 11. ASSIGNABILITY This Agreement and the rights and obligations arising out of the Prime Brokerage Transactions cleared pursuant hereto may not be assigned without the prior written consent of the other party, other than by UBS PaineWebber as part of a general transfer of UBS PaineWebber's business. 12. SEVERABILITY If any provision of this Agreement is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision shall be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Agreement shall continue to remain in full force and effect. 3 13. CAPACITY TO CONTRACT; CUSTOMER AFFILIATION You represent that you are of legal age and that, unless you have notified UBS PaineWebber to the contrary, neither you nor any member of your immediate family is an employee of any exchange or member thereof, an employee of the National Association of Securities Dealers, Inc. or a member thereof, an employee of any corporation, firm or individual engaged in the business of dealing, as broker or principal, in securities, options or futures, or an employee of any bank, trust company or insurance company. EXTRAORDINARY EVENTS UBS PaineWebber 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. 15. 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. 16. GOVERNING LAW This Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of law principles thereof. 17. DESIGNATION OF ADVISOR/AGENT If your account is managed by an advisor, as such term is defined in paragraph 6(a), or by an agent, and you are executing this agreement, you hereby authorize ______________________ to engage in Prime Brokerage Transactions on your behalf, and you hereby request and covenant that such advisor has been duly authorized by you to take such actions as are contemplated by this agreement. 18. 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 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. 19. ARBITRATION YOU AGREE, AND BY CARRYING AN ACCOUNT AS PRIME BROKER FOR YOU, UBS PAINEWEBBER AGREES THAT CONTROVERSIES ARISING BETWEEN YOU AND UBS PAINEWEBBER, ITS CONTROL PERSON, PREDECESSORS, SUBSIDIARIES AND AFFILIATES AND ALL RESPECTIVE SUCCESSORS, 4 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 THE UBS PAINEWEBBER (OR ANY OTHER ADDRESS OF WHICH YOU ARE ADVISED IN WRITING), BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM UBS PAINEWEBBER TO MAKE SUCH ELECTION, THEN UBS PAINEWEBBER MAY MAKE SUCH ELECTION. 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. 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. BY SIGNING THIS AGREEMENT YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 19. THIS AGREEMENT IS DATED AS OF ______________________, 20___. ___________________________________ (TYPED OR PRINTED NAME) ___________________________________ ACCOUNT NO:______________________ (SIGNATURE) ___________________________________ SOCIAL SECURITY # OR TAX ID:_____ (TYPED OR PRINTED NAME) ___________________________________ (SIGNATURE) ___________________________________ ___________________________________ ___________________________________ (MAILING ADDRESS) UBS PAINEWEBBER INC. BY:___________________________________ TITLE:__________________________________ - - 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. 5 SCHEDULE LIST OF MANAGED ACCOUNTS COVERED BY PRIME BROKERAGE SERVICES AGREEMENT
CUSTOMER NAME ADDRESS TAX ID NO. - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------ - ------------------------- ------------------------------ ------------------------
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