<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. - orig.)
Under the Securities Exchange Act of 1934
HELIONETICS, INC.
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Vs Par Value
- -----------------------------------------------------------------------------
(Title of Class of Securities)
423276609
- -----------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Michael J. Kaplan, Esq.
General Counsel
Individual Investor Group, Inc.
1633 Broadway, 38th Floor
New York, New York 10019
- -----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30, 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: [ ]
Check the following box if a fee is being paid with this
statement: [ ]
<PAGE>2
SCHEDULE 13D
CUSIP No. 423276609
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Capital Management, Inc. I.D. #13-3729429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 383,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
383,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
383,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>3
SCHEDULE 13D
CUSIP No. 423276609
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Associates, L.P. I.D. #13-3729430
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 358,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
358,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
358,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>4
SCHEDULE 13D
CUSIP No. 423276609
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WisdomTree Offshore, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
0 shares of Common Stock
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 25,000 shares of Common Stock
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
0 shares of Common Stock
10 SHARED DISPOSITIVE POWER
25,000 shares of Common Stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
25,000 shares of Common Stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>5
Item 1. Security and Issuer.
This Statement on Schedule 13D, dated November 5, 1996,
relates to the common stock, no par value (the "Common Stock") of Helionetics,
Inc., a corporation organized under the laws of the State of Delaware (the
"Company"), and is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended. This filing is the original in this Statement,
and this Statement is made by WisdomTree Associates, L.P., WisdomTree
Offshore, Ltd., and WisdomTree Capital Management, Inc. The address of the
principal executive office of the Company is 6849 Hayvenhurst Avenue, Van
Nuys, California 91406. As reported in its Form 10-Q for the fiscal quarter
ended June 30, 1996, as of July 31, 1996 the Company had 5,200,420 shares of
Common Stock outstanding.
Item 2. Identity and Background.
This Statement is being filed by WisdomTree Associates, L.P.
("WTAssociates"), WisdomTree Offshore, Ltd. ("WTOffshore"), and WisdomTree
Capital Management, Inc. ("WTInc"), (which entities are hereinafter sometimes
collectively referred to as the "Reporting Entities") which entities may
together be deemed to be a "group", although such entities disclaim group
membership.
WTAssociates is a limited partnership organized under the laws
of the State of New York, with a business address at WisdomTree Associates,
L.P., 1633 Broadway, 38th Fl., New York, New York 10019. The principal business
of WTAssociates is as a private fund that invests in securities of companies
which generally have a market capitalization at the time the investment is
initiated of $250 million or less.
WTOffshore is a limited liability corporation organized under
the laws of the Cayman Islands, with a business address at WisdomTree Offshore,
Ltd., Zephyr House, 5th Fl., P.O. Box 1561, Mary Street, Grand Cayman, Cayman
Islands, British West Indies. The principal business of WTOffshore is as a
private offshore fund that invests in securities of companies which generally
have a market capitalization at the time the investment is initiated of $250
million or less. The officers and directors of WTOffshore, their respective
places of citizenship, and the principal occupation and business address of each
such person not principally employed by such entity, are as follows:
<PAGE>6
Name Citizenship Position; Other Occupation and
- ---- ----------- Address
------------------------------
Jonathan L. Steinberg USA Vice President
Scot Rosenblum USA Chairman, Vice President and
Director
Christopher Wetherhill Bermuda President and Director;
Executive Officer
The Hemisphere Group Limited
Hemisphere House
9 Church Street
Hamilton, Bermuda
Charles Quin Cayman Is. Director;
Partner
Quin & Hampson
George Town,
Grand Cayman, Cayman Islands
WTInc is a corporation organized under the laws of the State
of New York, with a business address at WisdomTree Capital Management, Inc.,
1633 Broadway, 38th Fl., New York, New York 10019. WTInc is the General Partner
of WTAssociates and is the Investment Manager of WTOffshore. The principal
business of WTInc is the management of WTAssociates. The officers and directors
of WTInc, their respective places of citizenship, and the principal occupation
and business address of each such person not principally employed by such
entity, are as follows:
Name Citizenship Position; Other Occupation and
- ---- ----------- Address
------------------------------
Jonathan L. Steinberg USA Treasurer and Director
Treasurer and Director
Robert Schmidt USA President and Director
Scot Rosenblum USA Vice President, Secretary and
Director
Russell Anmuth USA Vice President
Messrs. Steinberg and Anmuth are the officers of WTInc principally involved in
investment decisions required of WTInc respecting funds managed by WTInc, which
investment discretion may include the power to vote and/or dispose of acquired
securities.
WisdomTree Advisors, LLC ("WTLlc") is a limited liability
corporation organized under the laws of the State of New York, with a business
address at WisdomTree Capital Advisors, LLC, 1633 Broadway, 38th Fl., New York,
New York 10019. The principal business of WTLlc is providing portfolio
consulting and/or administrative services, which were provided to WTAssociates,
WTOffshore, and WTInc. during the fourth fiscal quarter of 1995 and the first
three fiscal quarters of 1996. The majority stockholder and controlling person
of WTLlc is WTInc.
<PAGE>7
WTLlc has not been involved in investment decisions respecting securities
owned by WTAssoicates and/or WTOffshore.
WTInc is a wholly-owned subsidiaries of Individual Investor
Group, Inc. ("IIG"), a corporation organized under the laws of the State of
Delaware, with a business address at Individual Investor Group, Inc., 1633
Broadway, 38th Fl., New York, New York 10019. The principal businesses of IIG
are as an investment manager and as a financial services company which publishes
and markets Individual Investor magazine, Ticker magazine, and Individual
Investor's Special Situations Report. The officers and directors of IIG, their
respective places of citizenship, and the principal occupation and business
address of each such person not principally employed by such entity, are as
follows:
Name Citizenship Position; Other Occupation
- ---- ----------- and Address
--------------------------
Jonathan L. Steinberg USA Chairman, Director and
Chief Executive Officer
Robert Schmidt USA President, Chief Operating Officer
Director
Scot Rosenblum USA Vice President, Secretary and
Director
Henry Clark USA Controller and Assistant Secretary
Peter M. Ziemba USA Assistant Secretary
Bruce Sokoloff USA Director;
Executive Vice President
Reliance Group Holdings, Inc.
55 East 52nd Street
New York, New York 10055
Jonathan L. Steinberg is the Chairman and Chief Executive
Officer of IIG and may be deemed to be a controlling person of IIG, WTInc,
WTLIc, and thereby also deemed to be a controlling person of each of
WTAssociates and WTOffshore.
Messrs. Steinberg, Rosenblum, Schmidt and Anmuth are also
each Limited Partners of WTAssociates.
During the last five years, neither the Reporting Entities
nor, to the best of the Reporting Entities' knowledge, any of the other persons
identified in the foregoing Item 2 has been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgement, 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.
<PAGE>8
Item 3. Source and Amount of Funds or Other Consideration.
As of the close of business on November 4, 1996, WTAssociates
owned 358,000 shares of Common Stock acquired in brokered transactions for an
aggregate purchase price, including commissions and net of sales to date, if
any, of shares of Common Stock, of $1,514,351.50. The source of funds for
acquisition of such Common Stock was available investment capital of
WTAssociates and, from time to time, borrowings in margin accounts regularly
maintained at Paine Webber Incorporated.
As of the close of business on November 4, 1996, WTOffshore
owned 25,000 shares of Common stock acquired in brokered transactions for an
aggregate purchase price, including commissions and net of sales to date, if
any, of shares of Common Stock, of $31,270.00. The source of funds for
acquisition of such Common Stock was available investment capital of WTOffshore
and, from time to time, borrowings in margin accounts regularly maintained at
Paine Webber Incorporated.
Item 4. Purpose of Transaction.
WTAssociates and WTOffshore have acquired the Common Stock
owned by each of them for investment purposes. Each entity will continuously
evaluate its investment in the Common Stock based on factors including, among
others they may deem relevant, the Company's business, prospects and financial
condition, the market for the Common Stock, alternatively available investment
opportunities, general economic conditions, stock market conditions, and
availability of funds. WTAssociates and WTOffshore each expressly reserves the
right to increase or decrease its holdings of Common Stock on such terms or at
such times as it may determine. Any purchase or sale of Common Stock may be
executed in the open market or in one or more privately negotiated transactions.
Except to the extent set forth above, or in any other Item
hereof, the Reporting Entities and, to the best of their knowledge, the persons
and entities listed in Item 2 hereof, do not have any present plans or proposals
that relate to or would result in any of the actions required to be described in
this Item 4 of Schedule 13D, but each of the Reporting Entities retains the
right to take all such actions as each may deem appropriate to maximize capital
appreciation in the Common Stock owned by WTAssociates and WTOffshore.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on November 4, 1996, WTAssociates
was the record owner and had direct beneficial ownership of 358,000 shares, or
approximately 6.9% of the outstanding Common Stock.
<PAGE>9
As of the close of business on November 4, 1996, WTOffshore
was the record owner and had direct beneficial ownership of 25,000 shares, or
approximately .5% of the outstanding Common Stock.
As the General Partner of WTAssociates and the Investment
Manager of WTOffshore, WTInc may be deemed to have direct beneficial ownership
of the 383,000 shares, or approximately 7.4% of the outstanding Common Stock
owned of record by WTAssociates and WTOffshore.
Each of the other persons and entities named in Item 2 may, by
virtue of their relationship to WTAssociates and/or WTOffshore as is described
therein, be deemed to have indirect beneficial ownership of the Common Stock
owned of record by WTAssociates and/or WTOffshore; however, each of such persons
and entities disclaims such beneficial ownership and, to the best knowledge of
the Reporting Entities and except as may be specifically otherwise set forth
herein, no such persons and/or entities has any other beneficial ownership of
Common Stock.
Messrs. Steinberg, Schmidt, Rosenblum and Anmuth may, by
virtue of their status as Limited Partners of WTAssociates, and WTInc may, by
virtue of its economic interest as General Partner of WTAssociates, be deemed to
have beneficial ownership of that portion of the securities owned by
WTAssociates corresponding to their respective equity interests therein.
(b) The power to vote or direct the vote and the power to
dispose or direct the disposition of the 358,000 shares of Common Stock as to
which WTAssociates is the record owner may be deemed to be shared between
WTInc and WTAssociates, although WTInc, as General Partner of WTAssociates, is
generally vested with sole control of such matters.
The power to vote or direct the vote and the power to dispose
or direct the disposition of the 25,000 shares of Common Stock as to which
WTOffshore is the record owner is shared between WTInc and WTOffshore, although
WTInc, as Investment Manager of WTOffshore, is generally vested with sole
control of such matters.
To the best knowledge of the Reporting Entities, no other
person or entity included in Item 2, by virtue of the capacity indicated therein
and separate from their direct involvement with the Reporting Entities, shares
in the power to vote or direct the vote or the power to dispose or direct the
disposition of the 383,000 shares of Common stock as to which WTAssociates and
WTOffshore are the aggregate record owners.
(c) Information concerning transactions in Common Stock effected
by the Reporting Entities during the last sixty (60) days is set forth in
Exhibit A hereto and is incorporated by reference; all of such transactions
were effected in open market
<PAGE>10
transactions. Except as set forth in Exhibit A, no transactions in Common Stock
have been effected by any of the Reporting Entities or, to the best knowledge of
the Reporting Entities, by any of the persons or entities included in Item 2,
during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to the agreement of limited partnership of
WTAssociates, WTInc, as general partner, (i) is generally vested with all
investment discretion respecting securities owned by WTAssociates, including the
power to vote or direct the vote and the power to dispose or direct the
disposition of such securities, and (ii) has the right to receive (a) a
quarterly fee calculated at the per annum rate of 1% of net assets, plus (b) an
incentive allocation equal to 20% of annual net profit, calculated after
allocation of net profit equal to the excess of net loss over net profit, if
any, allocated to the limited partners in previous fiscal years. WTLlc may
receive all or a portion of the fees described in (a) above as otherwise due to
WTInc.
Pursuant to an investment management agreement between
WTOffshore and WTInc, as investment manager WTInc (i) is generally vested,
subject to the control of WTOffshore's Board of Directors, with all investment
discretion regarding securities owned by WTOffshore, including the power to vote
or direct the vote and the power to dispose or direct the disposition of such
securities, and (ii) has the right to receive (a) a quarterly fee calculated at
the per annum rate of 1.5% of net assets, plus (b) an incentive allocation equal
to 20% of annual net profit, calculated after allocation of net profit equal to
the excess of net loss over net profit, if any, allocated to the limited
partners in previous fiscal years. WTLIc may receive all or a portion of the
fees described in (a) above as otherwise due to WTInc.
WTAssociates and WTOffshore have no agreement, arrangement or
understanding to act in concert with respect to the Common Stock, nor is WTInc
and/or WTLlc under any obligation to exercise investment discretion on behalf of
WTAssociates and/or WTOffshore in any concerted fashion.
Except as set forth in this Statement, there are no contracts,
arrangements, understandings or relationships between the Reporting Entities,
nor are there any contracts, arrangements, understanding or relationships
between the Reporting Entities and the other persons and entities included in
Item 2, or, to the best knowledge of the Reporting Entities,
<PAGE>11
between the persons and entities included in Item 2, with respect to the
Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Form of Margin Agreement
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: November 5, 1996 WISDOMTREE ASSOCIATES, L.P.
By: Wisdom Tree Capital Management, Inc.
General Partner
By: /s/ Scot Rosenblum
Name: Scot Rosenblum
Title: Vice President
Dated: November 5, 1996` WISDOMTREE OFFSHORE, LTD.
By: /s/ Scot Rosenblum
Name: Scot Rosenblum
Title: Director
Dated: November 5, 1996 WISDOMTREE CAPITAL MANAGEMENT, INC.
By: /s/ Scot Rosenblum
Name: Scott Rosenblum
Title: Vice President
<PAGE>
Schedule A
WisdomTree Associates, L.P.
Date Per Share $ Price # Shares Acquired (Disposed)
09/18/96 2.43 (3,000)
09/18/96 2.37 (3,000)
10/02/96 2.53 (12,500)
10/02/96 2.06 (11,500)
10/29/96 0.83 28,000
10/30/96 1.10 75,000
11/01/96 1.19 25,000
11/04/96 1.03 30,000
WisdomTree Offshore, Ltd.
Date Per Share $ Price # Shares Acquired (Disposed)
10/01/96 2.43 (2,500)
10/02/96 2.53 (7,500)
10/31/96 1.25 25,000
<PAGE>1
EXHIBIT A
INSTITUTIONAL CLIENT'S AGREEMENT
FULL ACCOUNT TITLE BRANCH ACCOUNT NUMBER BROKER
- ------------------ ------ -------------- ------
Gentlemen:
In consideration of your opening and carrying one or more accounts of
the undersigned for the purchase and sale of property, the undersigned agrees as
follows:
1. The word "property" as used herein shall mean all securities, including
but not limited to monies, stocks, options, bonds, notes, futures
contracts, commodities, certificates of deposit and other obligations,
contracts or securities. "You" or "your" means PaineWebber
Incorporated, its successor firms, subsidiaries, correspondents or
affiliates and employees.
2. All transactions for the undersigned shall be subject to the
constitution, rules, regulations, interpretations, by laws, customs and
usages of the exchange or market and its clearing house, if any, where
the transactions are executed. Such transactions are also subject,
where applicable, to the provisions, rules and regulations of the
Securities and Exchange Commission, the Commodity Futures Trading
Commission and the Board of Governors of the Federal Reserve System in
existence at this time and as later amended and supplemented.
3. You may change the terms of this Agreement at any time upon prior
written notice to the undersigned. If such changes are not acceptable,
the undersigned will notify you in writing of such non-acceptance and
the undersigned's account(s) will be cancelled. The undersigned will
remain liable for any outstanding debits and/or charges on the
account(s). By continuing to accept the services offered by you, the
undersigned indicates the acceptance of these changes.
4. All orders for the purchase and sale of any property will be given by
the undersigned and executed with the distinct understanding that an
actual purchase or sale is intended and that it is the intention and
obligation of the undersigned in every case to deliver property to
cover any and all sales and in the case of purchases to receive and pay
for property and that the undersigned will do so upon your demand. In
case you make a short sale of any property at the direction of the
undersigned or in case the
<PAGE>2
undersigned fails to deliver to you any property which you have sold
at the direction of the undersigned, you are authorized to borrow the
property necessary to enable you to make delivery to the purchaser
and the undersigned agrees to be responsible for the cost or loss you
may incur, or the cost of obtaining the property if you are unable to
borrow it. No settlement of the undersigned's account(s) may occur
without your first receiving all property for which the account is
short and all property in which the account(s) are long being paid for
in full and the property then delivered. You and your correspondents
are constituted agents of the undersigned to complete all such
transactions and are authorized to make advances and expend monies as
are required.
5. The undersigned, when placing with you any sell order for a short
account, will designate it as such and hereby authorizes you to mark
the order as being "short". When placing with you any order for a
long account, the undersigned will designate it as such and hereby
authorizes you to mark the order as being "long". Any sell order
which the undersigned shall designate as being for a long account is
for property which is owned by the undersigned and, if you are unable
to deliver this property from any account(s) of the undersigned, the
placing of the order will constitute a representation by the
undersigned that the securities will be delivered as required and
that the undersigned will reimburse you for any expense incurred.
6. All property held or purchased shall be subject to a lien in your
favor for the discharge of all indebtedness and other obligations of
the undersigned, however and whenever arising, and may be held by you
as security for the payment of any such obligations or indebtedness
to you in any account you maintain for the undersigned. You are
authorized without notice to the undersigned whenever you deem it
advisable from time to time (a) to transfer interchangeably between
accounts of the undersigned any or all property so held, without
regard to whether you have in your possession or subject to your
control other property of the same kind and amount and (b) in the
usual course business to pledge, repledge, hypothecate (either for
the amount owed you or for a greater or lesser sum) and lend the same
to you as broker or to others from time to time, separately or
commingled with property carried for other clients, and you shall not
be required to deliver to the undersigned the same property but only
property of the same kind and amount.
7. The undersigned shall at all times be liable for the payment of any
amounts advanced, any debit balance or other obligations owing in any
account(s) of the undersigned with you and the undersigned shall be
liable to you for any
<PAGE>3
deficiency remaining in any such account(s) in the event of the
liquidation thereof, in whole or in part, by you or the undersigned.
The undersigned shall make payment of any such balance, obligation,
deficiency, indebtedness, including interest and commissions, upon
demand, and any costs of collection, including attorney's fees, if
incurred by you.
8. All amounts advanced and other balances due shall be charged interest
in accordance with your usual custom which may include the
compounding of interest, including any increases in rates which
reflect adjustments in the call money rate, and such other charges as
you may make to cover your facilities and extra services. Payment of
all amounts advanced and other balances due, together with the
interest thereon, shall be made by the undersigned to you at any of
your offices which will act as the undersigned's agent for the
transmittal of such amounts and other balances due to you at New
York, New York.
THE UNDERSIGNED HAS READ AND UNDERSTANDS THE STATEMENT OF CREDIT
PRACTICES DESCRIBING INTEREST CHARGES PRINTED ON THE REVERSE SIDE
9. You may employ sub brokers and shall be responsible only for
reasonable care in their selection. You may deal with market makers
or members of any exchange known as specialists or known as odd lot
dealers and in the execution of orders they may act as sub brokers
for the undersigned and may also buy or sell the property for
themselves as dealers for their own account.
10. The undersigned agrees to maintain in account(s) with you such
positions and margin as required by all applicable statutes, rules,
regulations, procedures, and customs, or as you deem necessary or
advisable and, where applicable, to satisfy any and all margin calls
issued in connection with such business.
11. You shall have the right in accordance with your general policies
regarding your margin maintenance requirements in existence at the
time, or, if in your discretion you consider it necessary for your
protection to require additional collateral or the liquidation of any
account of the undersigned, or in the event a petition in bankruptcy
or for appointment of a receiver is filed by or against the
undersigned, or an attachment is levied against the account(s) of the
undersigned to sell any or all property in the account(s) of the
undersigned with you, whether carried individually or jointly with
others, to buy any or all 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. Any such sales or purchases may be made at
<PAGE>4
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 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 your right to sell or
buy without demand or notice as herein provided.
12. The undersigned expressly agrees you will not be bound by any
representation or agreement made by any of your employees or agents
which purports to affect or diminish your rights under this
agreement.
13. In the event any one or more of the provisions contained in this
agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such finding or holding shall only
affect the provision(s) involved and the remainder of this agreement
and the application of all provisions shall not be affected.
14. The undersigned's address below is and will continue to be a correct
address until your Lincoln Harbor Office receives written notice of
any change. Notices and communications sent to the undersigned at
such address will constitute personal delivery to the undersigned,
whether actually received or not. All reports of execution of orders
and account statements shall be conclusive if not objected to by the
undersigned in writing immediately by notice sent to you by
registered mail.
15. All transactions made for the account(s) of the undersigned shall be
governed by the terms of this agreement. This agreement and its
enforcement shall be construed and governed by the laws of the State
of New York, and shall be binding upon the undersigned, its
successors and assigns.
16. - 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 ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL
FINDINGS OR LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO
SEEK MODIFICATION OF RULINGS BY THE ARBITRATORS IS STRICTLY
LIMITED.
- THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES
INDUSTRY.
I AGREE, AND BY CARRYING AN ACCOUNT FOR ME PAINEWEBBER AGREE(S), THAT
ANY AND ALL CONTROVERSIES WHICH MAY ARISE BETWEEN ME AND PAINEWEBBER
CONCERNING ANY ACCOUNT, TRANSACTION, DISPUTE OR THE CONSTRUCTION,
PERFORMANCE, OR BREACH OF THIS OR ANY OTHER AGREEMENT, WHETHER
ENTERED INTO
<PAGE>5
PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY
ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE HELD UNDER
AND PURSUANT TO AND BE GOVERNED BY THE FEDERAL ARBITRATION ACT, AND
SHALL BE CONDUCTED BEFORE AN ARBITRATION PANEL COVENED BY THE NEW
YORK STOCK EXCHANGE, INC. OR THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC. I MAY ALSO SELECT ANY OTHER NATIONAL SECURITY
EXCHANGE'S ARBITRATION FORUM UPON WHICH PAINEWEBBER IS LEGALLY
REQUIRED TO ARBITRATE THE CONTROVERSY WITH ME, INCLUDING, WHERE
APPLICABLE, THE MUNICIPAL SECURITIES RULE-MAKING BOARD. SUCH
ARBITRATION SHALL BE GOVERNED BY THE RULES OF THE ORGANIZATION
CONVENING THE PANEL. I MAY ELECT IN THE FIRST INSTANCE THE
ARBITRATION FORUM, BUT IF I FAIL TO MAKE SUCH ELECTION, BY REGISTERED
LETTER OR TELEGRAM ADDRESSED TO YOU AT YOUR MAIN OFFICE, BEFORE THE
EXPIRATION OF FIVE DAYS (5) AFTER RECEIPT OF A WRITTEN REQUEST FROM
YOU TO MAKE SUCH ELECTION, THEN YOU 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 OF
COMPETENT 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.
I EXPRESSLY AGREE THAT SERVICE OF PROCESS IN ANY ACTION SHALL BE
SUFFICIENT IF SERVED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT
MY LAST ADDRESS KNOWN TO YOU. I EXPRESSLY WAIVE ANY DEFENSE TO
SERVICE OF PROCESS AS SET FORTH ABOVE.
17. This agreement may be assigned by you and will inure to the benefit
of your successors and assigns and you may transfer or assign the
account(s) of the undersigned to them, which shall be binding on the
undersigned, its successors and assigns.
18. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES THAT YOU AND
YOUR SUCCESSORS AND ASSIGNS ARE AUTHORIZED IN THE USUAL COURSE OF
BUSINESS TO LEND, RELEND, HYPOTHECATE, REHYPOTHECATE, PLEDGE OR
REPLEDGE SEPARATELY OR TOGETHER WITH THE PROPERTY OF OTHERS EITHER TO
YOURSELVES OR TO OTHERS ANY PROPERTY WHICH YOU MAY BE CARRYING FOR
THE UNDERSIGNED ON MARGIN. THIS AUTHORIZATION SHALL APPLY TO
<PAGE>6
ALL ACCOUNTS CARRIED BY YOU FOR THE UNDERSIGNED AND SHALL REMAIN IN
FULL FORCE UNTIL WRITTEN NOTICE OF REVOCATION IS RECEIVED BY YOU. BY
SIGNING THIS AGREEMENT THE CUSTOMER ACKNOWLEDGES THAT:
1. THE SECURITIES IN THE CUSTOMER'S MARGIN ACCOUNT MAY BE
LOANED TO THE BROKER OR LOANED OUT TO OTHERS;
2. THE CUSTOMER HAS RECEIVED A COPY OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PAGE 1 AT
PARAGRAPH 16.
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SIGNATURE PLEASE PRINT NAME AND TITLE DATE
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NO. OR STREET ADDRESS CITY OR TOWN STATE POSTAL CODE
