UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION
(Name of Issuer)
Common Stock, $1 par value
(Title of Class of Securities)
03070M100
(CUSIP Number)
Robert Nelson
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243-1668
(313) 568-6583
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 23, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
<PAGE>
CUSIP No. 03070M100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Jacob C. Mol
2 Check The Appropriate Box If A Member of a Group* (a)[X]
(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
U.S.A.
7 Sole Voting Power
Number of 157,113 shares
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 157,113 shares
With
10 Shared Dispositive Power
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
289,213 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.79%
14 Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 03070M100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
NorDruk Investment Company Limited Partnership
2 Check The Appropriate Box If A Member of a Group* (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: WC, 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
Michigan
7 Sole Voting Power
Number of 40,000 shares
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 40,000 shares
With
10 Shared Dispositive Power
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
289,213 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.79%
14 Type Of Reporting Person*
PN
<PAGE>
CUSIP No. 03070M100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Peter Douglas Wierenga
2 Check The Appropriate Box If A Member of a Group* (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 31,100 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 1,200 shares
Each
Reporting 9 Sole Dispositive Power
Person 31,100 shares
With
10 Shared Dispositive Power
1,200 shares
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
289,213 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.79%
14 Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 03070M100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Gary Kaiser
2 Check The Appropriate Box If A Member of a Group* (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 28,000 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 1,000 shares
Each
Reporting 9 Sole Dispositive Power
Person 28,000
With
10 Shared Dispositive Power
1,000 shares
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
289,213 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.79%
14 Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 03070M100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
David S. Lundeen
2 Check The Appropriate Box If A Member of a Group* (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 25,300 shares
Shares
Beneficially 8 Shared Voting Power
Owned By
Each
Reporting 9 Sole Dispositive Power
Person 25,300 shares
With
10 Shared Dispositive Power
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
289,213 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.79%
14 Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 03070M100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
Paul C. Drueke
2 Check The Appropriate Box If A Member of a Group* (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 4,600 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 40,000 shares
Each
Reporting 9 Sole Dispositive Power
Person 4,600 shares
With
10 Shared Dispositive Power
40,000 shares
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
289,213 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.79%
14 Type Of Reporting Person*
IN
<PAGE>
CUSIP No. 03070M100
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person (optional)
John F. Northway, Sr.
2 Check The Appropriate Box If A Member of a Group* (a)[X]
(b)[ ]
3 SEC Use Only
4 Source of Funds: PF
5 Check Box If Disclosure Of Legal Proceedings Is Required
Pursuant To Items 2(d) or 2(e) [ ]
6 Citizenship Or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 900 shares
Shares
Beneficially 8 Shared Voting Power
Owned By 40,000 shares
Each
Reporting 9 Sole Dispositive Power
Person 900 shares
With
10 Shared Dispositive Power
40,000 shares
11 Aggregate Amount of Beneficially Owned by Each Reporting Person
289,213 shares
12 Check Box If The Aggregate Amount In Row (11) Excludes
Certain Shares* [ ]
13 Percent of Class Represented By Amount In Row (11)
6.79%
14 Type Of Reporting Person*
IN
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D is being filed jointly by Jacob C. Mol, NorDruk
Investment Company Limited Partnership (the "Partnership"), Peter Douglas
Wierenga, Gary Kaiser, David S. Lundeen, Paul C. Drueke and John F.
Northway, Sr. (together, the "Group"), and relates to the Common Stock, $1
par value (the "Common Stock"), of Ameriwood Industries International
Corporation (the "Issuer"). The address of the principal executive office
of the Issuer is 171 Monroe Ave., N.W., Suite 600, Grand Rapids, MI 49503.
The joint filing agreement of the members of the Group is filed herewith as
Exhibit 1.
Item 2. Identity and Background.
Mr. Mol is a self-employed entrepreneur and business man whose
residence address is 3075 Hudsonville, Michigan 49426. NorDruk Investment
Company Limited Partnership (the "Partnership"), is a Michigan limited
partnership. The address of the Partnership's principal business and its
principal office is P.O. Box 364 Caledonia, Michigan 49316. The principal
business of the Partnership is that of investing in securities issued by
publicly traded companies. The General Partners of the Partnership are Paul
C. Drueke and John F. Northway, Sr. Mr. Drueke is employed as a securities
broker by Stifel, Nicolaus & Co., Inc., a securities brokerage whose
principal business address is 500 N. Broadway, St. Louis, Missouri 63102.
Mr. Drueke's business address is 2100 Raybrook SE, Suite 200, Grand Rapids
Michigan. Mr. Northway is a self-employed business consultant and his
business address is Matthews Bldg., 312 West Main St., Suite 3W, Owosso,
Michigan 48867. Mr. Wierenga is the owner and operator of a hardware and
plumbing business, Godwin Hardware, whose principal business address is 3703
S. Division, Grand Rapids, Michigan, 49508. Mr. Kaiser is a self-employed
lumber broker whose principal business address is 2364 E. Parker Dr.,
Wayland, Michigan 49348. Mr. Lundeen is the chief financial officer of BSG
Corporation, whose principal business address is 701 Brazos, Austin, Texas
78735. During the past five years, none of the Partnership, Mr. Drueke, Mr.
Northway, Mr. Wierenga, Mr. Mol, Mr. Kaiser or Mr. Lundeen has (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 as a result of which a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws was issued nor in which there was a finding of any violation with
respect to such laws. Mr. Drueke, Mr. Northway, Mr. Wierenga, Mr. Mol, Mr.
Kaiser and Mr. Lundeen are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The amount of funds expended to date by Mr. Mol to acquire his
shares as reported herein is $1,007,170.78. Such funds were provided in
part from Mr. Mol's personal funds and in part by loans from subsidiaries of
Stifel, Nicolaus & Co., Inc. ("Stifel Nicolaus"). Mr. Mol has a margin
account with subsidiaries of Stifel Nicolaus and has used the proceeds from
loans made to him by Stifel Nicolaus to purchase a portion of the shares of
Common Stock of the Issuer that he presently owns. All of the marginable
securities owned by Mr. Mol and held in its brokerage account at Stifel
Nicolaus are pledged as collateral for the repayment of margin loans made to
Mr. Mol by Stifel Nicolaus. A copy of Mr. Mol's margin account agreement
with Stifel Nicolaus is attached hereto as Exhibit 3 and incorporated herein
by reference.
The amount of funds expended to date by the Partnership to acquire
its shares as reported herein is $234,922. Such funds were provided from
the Partnership's available capital and in part by loans from subsidiaries
of Stifel Nicolaus. The Partnership has a margin account with subsidiaries
of Stifel Nicolaus and has used the proceeds from loans made to it by Stifel
Nicolaus to purchase a portion of the shares of Common Stock of the Issuer
that it presently owns. All of the marginable securities owned by the
Partnership and held in its brokerage account at Stifel Nicolaus are pledged
as collateral for the repayment of margin loans made to the Partnership by
Stifel Nicolaus. A copy of the Partnership's margin account agreement with
Stifel Nicolaus is attached hereto as Exhibit 2 and incorporated herein by
reference.
<PAGE>
The amount of funds expended to date by Mr. Wierenga to acquire his
shares as reported herein is $152,659. Such funds were provided from Mr.
Wierenga's personal funds.
The amount of funds expended to date by Mr. Kaiser to acquire his
shares as reported herein is $142,481.47. Such funds were provided from Mr.
Kaiser's personal funds.
The amount of funds expended to date by Mr. Lundeen to acquire his
shares as reported herein is $164,130.50. Such funds were provided from Mr.
Lundeen's personal funds.
The amount of funds expended to date by Mr. Drueke to acquire his
shares as reported herein is $38,089.95. Such funds were provided from Mr.
Drueke's personal funds.
The amount of funds expended to date by Mr. Northway to acquire his
shares as reported herein is $6,300. Such funds were provided from Mr.
Northway's personal funds.
Item 4. Purpose of Transaction.
The members of the group are long term investors that believe that
the Issuer's shares are undervalued and that the Board has failed to take
appropriate action to enchance shareholder value. Accordingly, the members
have now formed the Group to actively assert shareholder rights by first
approaching the Issuer to appoint a nominee of the Group to the board as
soon as possible. In the event that the Group's request for board
representation is rejected, the Group will then explore options for
obtaining influence over the Issuer's business policies by taking such steps
as the Group determines to be advisable, including the option of acquiring
representation on the board in accordance with the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the Securities and
Exchange Commission.
The Group's purpose in obtaining board representation is to
influence and persuade the board to implement all possible strategic
alternatives available to the Issuer in order to increase shareholder value,
including but not limited to the institution of a stock buy-back program,
the formation of an independent board commitee charged with the direction to
explore all options to enhance shareholder value, with consideration given
to the Issuer's employees who the Group believes to be the Issuer's greatest
asset and who are the Issuer's largest shareholder through ownership in the
Issuer's stock by the Issuer's ESOP. To the extent that the aim to obtain
such board influence may be deemed to constitute a "control purpose" with
respect to the Securities Exchange Act of 1934, as amended, and the
regulations thereunder, the Group has such a purpose.
The Group intends to continue to evaluate the Issuer and its
business prospects and intends to consult with management of the Issuer,
other shareholders of the Issuer's Common Stock or other persons to further
its objectives. The Group may make further purchases of shares of Common
Stock or may dispose of any or all of its shares of Common Stock at any
time. At present, and except as disclosed herein, the Group has no specific
plans or proposals that relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j), inclusive of Item 4 of Schedule
13D. The Group intends to continue to explore the options available to it.
The Group may, at any time or from time to time, review or reconsider its
position with respect to the Issuer and formulate plans with respect to
matters referred to in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Mol is deemed to beneficially own 157,113 shares of the
Common Stock of the Issuer, constituting approximately 3.689% of the issued
and outstanding shares of Common Stock based on the number of outstanding
shares reported on the Issuers Form 10-Q Quarterly Report for the period
ended March 31, 1997.
<PAGE>
The Partnership beneficially owns 40,000 shares of Common Stock of
the Issuer, constituting approximately 0.939% of the issued and outstanding
shares of Common Stock based on the number of outstanding shares reported on
the Issuer's Form 10-Q Quarterly Report for the period ended March 31, 1997.
Mr. Wierenga is deemed to beneficially own 32,300 shares of the
Common Stock of the Issuer, constituting approximately 0.758% of the issued
and outstanding shares of Common Stock based on the number of outstanding
shares reported on the Issuer's Form 10-Q Quarterly Report for the period
ended March 31, 1997.
Mr. Kaiser is deemed to beneficially own 29,000 shares of the Common
Stock of the Issuer, constituting approximately 0.681% of the issued and
outstanding shares of Common Stock based on the number of outstanding shares
reported on the Issuer's Form 10-Q Quarterly Report for the period ended
March 31, 1997.
Mr. Lundeen is deemed to beneficially own 25,300 shares of the
Common Stock of the Issuer, constituting approximately 0.594% of the
issued and outstanding shares of Common Stock based on the number of
outstanding shares reported on the Issuers Form 10-Q Quarterly Report for
the period ended March 31, 1997.
By virtue of his separate ownership and control of the Partnership
as a General Partner, Mr. Drueke, is deemed to beneficially own 44,600
shares of the Common Stock of the Issuer, constituting approximately 1.047%
of the issued and outstanding shares of Common Stock based on the number of
outstanding shares reported on the Issuer's Form 10-Q Quarterly Report for
the period ended March 31, 1997.
By virtue of his separate ownership and control of the Partnership
as a General Partner, Mr. Northway is deemed to beneficially own 40,900
shares of the Common Stock of the Issuer, constituting approximately 0.960%
of the issued and outstanding shares of Common Stock based on the number of
outstanding shares reported on the Issuer's Form 10-Q Quarterly Report for
the period ended March 31, 1997.
(b) Mr. Mol has sole voting and dispositive power over 157,113
shares of the Common Stock of the Issuer.
Mr. Wierenga has sole voting and dispositive power over 31,100
shares of the Common Stock of the Issuer and shares voting and dispositive
power over 1,200 shares of the Common Stock of the Issuer with his wife
Irene Wierenga.
Mr. Kaiser has sole voting and dispositive power over 28,000 shares
of the Common Stock of the Issuer and shares voting and dispositive power
over 1,000 shares of the Common Stock of the Issuer with Evelyn M. Kaiser .
Mr. Lundeen has sole voting and dispositive power over, and is
deemed to beneficially own, 25,300 shares of the Common Stock of the Issuer.
With respect to the shares described in (a) above, all decisions
regarding voting and disposition of the Partnership's 40,000 shares are made
jointly by the general partners of the Partnership, Mr. Drueke and Mr.
Northway.
Mr. Drueke has sole voting and investment power over 4,600 shares of
the Common Stock of the Issuer and shares voting and investment power with
Mr. Northway over the Partnership's 40,000 shares.
Mr. Northway has sole voting and investment power over 900 shares of
the Common Stock of the Issuer and shares voting and investment power with
Mr. Drueke over the Partnership's 40,000 shares.
(c) The only transactions in the Common Stock by the Group are
the following purchases of shares made by the Partnership during the past 60
days, all of which were made in open market purchases in the Nasdaq Stock
Market.
<PAGE>
Number Purchase
Purchaser of Shares Date Price
--------- --------- ---- --------
Mol 3,778 shs. 6/2/97 $7.125
Mol 1,778 shs. 6/4/97 $6.875
NorDruk 1,500 shs. 4/24/97 $7.625
NorDruk 1,500 shs. 5/8/97 $7.625
NorDruk 1,000 shs. 5/9/97 $7.50
NorDruk 4,000 shs. 6/2/97 $7.125
NorDruk 2,000 shs. 6/4/97 $6.875
NorDruk 8,000 shs. 6/12/97 $7.00
Kaiser 1,000 shs. 5/9/97 $7.25
Kaiser 1,000 shs. 5/9/97 $7.375
Kaiser 1,200 shs. 5/12/97 $7.125
Kaiser 1,900 shs. 6/2/97 $7.125
Lundeen 1,200 shs. 5/12/97 $7.125
Lundeen 1,300 shs. 6/2/97 $7.125
Lundeen 5,000 shs. 6/12/97 $7.000
Drueke 1,000 shs. 5/8/97 $7.5625
Northway 900 shs. 6/5/97 $7.00
Wierenga 1,200 shs. 5/14/97 $7.125
Wierenga 1,500 shs. 6/2/97 $7.125
Wierenga 2,400 shs. 6/4/97 $6.875
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
No. Description
- --- -----------
1 Joint Filing Agreement
2 Customer's Agreement, dated March 9, 1989, between NorDruk
Investment Company Limited Partnership and Stifel, Nicolaus & Co.,
Inc.
3 Customer's Agreement, dated June 16, 1995, between Jacob C. Mol and
Stifel, Nicolaus & Co., Inc.
<PAGE>
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.
Date: July 3, 1997
/S/ Jacob C. Mol
-------------------------------------
NORDRUK INVESTMENT COMPANY LIMITED PARTNERSHIP
By: /S/ Paul C. Drueke
--------------------------------------
Paul C. Drueke, General Partner
By: /S/ John F. Northway
--------------------------------------
John F. Northway, Sr., General Partner
/S/ Peter Douglas Wierenga
______________________________________
Peter Douglas Wierenga
/S/ Gary Kaiser
______________________________________
Gary Kaiser
/S/ David S. Lundeen
______________________________________
David S. Lundeen
/S/ Paul C. Drueke
-------------------------------------
Paul C. Drueke
/S/ John F. Northway, Sr.
-------------------------------------
John F. Northway, Sr.
<PAGE>
EXHIBIT INDEX
No. Description
- --- -----------
1 Joint Filing Agreement
2 Customer's Agreement, dated March 9, 1989, between NorDruk
Investment Company Limited Partnership and Stifel, Nicolaus & Co.,
Inc.
3 Customer's Agreement, dated June 16, 1995, between Jacob C. Mol and
Stifel, Nicolaus & Co., Inc.
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree that the Schedule 13D to
which this Joint Filing Agreement is being filed as an exhibit shall be a
joint statement filed on behalf of each of the undersigned.
Date: July 3, 1997
/S/ Jacob C. Mol
----------------------------------
Jacob C. Mol
NORDRUK INVESTMENT COMPANY LIMITED PARTNERSHIP
By: /S/ Paul C. Drueke
------------------------------------
Paul C. Drueke, General Partner
By: /S/ John F. Northway
------------------------------------
John F. Northway, Sr., General Partner
/S/ Peter Douglas Wierenga
____________________________________
Peter Douglas Wierenga
/S/ Gary Kaiser
____________________________________
Gary Kaiser
/S/ David S. Lundeen
____________________________________
David S. Lundeen
/S/ Paul C. Drueke
------------------------------------
Paul C. Drueke
/S/ John F. Northway, Sr.
------------------------------------
John F. Northway, Sr.
CUSTOMER'S AGREEMENT
To: STIFEL, NICOLAUS & COMPANY, INCORPORATED
(Hereinafter referred to as "You" or "Your")
In consideration of your accepting or continuing one or more
accounts of the undersigned (whether designated by name, number or
otherwise) and your agreeing to act as brokers for the undersigned in
respect to all accounts, the purchase or sale of securities or commodities
or put and/or call options and whether upon margin or otherwise in which the
undersigned now has or may at any future time have with you or your
successor, including accounts from time to time closed and reopened, the
undersigned agrees as follows:
1. All transactions under this agreement 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 you or your agents and, where applicable, to the provisions of the
Securities Exchange Act of 1934, the Commodities Exchange Act, and present
and future acts amendatory thereof and supplemental thereto, and the rules
and regulations of the United States Securities and Exchange Commission, the
Board of Governors of the Federal Reserve System and of the Commodity
Futures Trading Commission.
2. Whenever any statute shall be enacted which shall affect in
any manner or be inconsistent with any of the provisions hereof, or whenever
any rule or regulation shall be prescribed or promulgated by the New York
Stock Exchange Inc., the National Association of Securities Dealers, Inc.,
the United States Securities and Exchange Commission, the Board of Governors
of the Federal Reserve System, and/or the Commodity Futures Trading
Commission or such other securities, commodities, or option exchange or
market as shall have jurisdiction in the premises which shall affect in any
manner or be inconsistent with any of the provisions hereof, the provisions
of this agreement so affected shall be deemed modified or superseded, as the
case may be, by such statute, rule or regulation, and all other provisions
of the agreement and the provisions as so modified or superseded, shall in
all respects, continue to be in full force and effect.
3. Except as herein otherwise expressly provided, no provision
of this agreement shall in any respect be waived, altered, modified or
amended unless such waiver, alteration, modification or amendment be
committed to writing and signed by a member of your organization.
4. All monies, securities, commodities or other property which
you may at any time be carrying for the undersigned (either individually or
jointly with others) or which may at any time be in your possession for any
purpose, including safekeeping, shall be subject to a general lien for the
discharge of all obligations of the undersigned to your, 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, with the right (where permitted by law)
on your part to transfer money or securities from any of my accounts
(otherwise from Regulated Commodity Accounts) to another when in your
judgment such transfer may be necessary.
5. 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 to your general loans
and may be pledged, repledged, hypothecated or re-hypothecated, 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 as permitted by
regulation, and without retaining in your possession and control for
delivery a like amount of similar securities or commodities.
6. Interest on debit balances shall be charged in accordance
with your interest computation schedules provided under Rule 10b-16 of the
Securities Exchange Act of 1934. All monies which the undersigned owes to
you at any time shall be repayable to you at your principal office in the
City of St. Louis. You may also charge my account with such usual and
customary charges as you may make to cover your services and facilities.
The undersigned agrees to pay you upon demand the reasonable costs and
expenses of collection of the debit balance and any unpaid deficiency in the
accounts of the undersigned (either individually or jointly with others)
with you, including, but not limited to, attorney's fees, incurred and
payable or paid by you.
7. You are hereby authorized, in your discretion, should the
undersigned die or should you for any reason whatsoever deem it necessary
for your project to sell any or all of the securities and commodities or
other property which may be in your possession, or which you may be carrying
for the undersigned (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, or cancel any outstanding orders
in order to close our the account or accounts of the undersigned in whole or
in part or in order to close out any commitment made in behalf of the
undersigned. Such sale, purchase or cancellation may be made according to
your judgment and may be made at your discretion, on the exchange or other
market where such business is then usually transacted, or at public auction
or at private sale, without advertising the same without notice to the
undersigned or to the personal representative of the undersigned, and
without prior tender, demand or call of any kind upon the undersigned or
upon the personal representatives of the undersigned (which are hereby
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 lender, 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
owed you by the undersigned, at any time as hereinbefore provided.
8. The undersigned will at all times maintain margins for said
accounts, as required by you from time to time.
9. The undersigned undertakes, at any time upon demand, to
discharge obligations of the undersigned to you, or, in the event of a
closing of any account of the undersigned in whole or in part to pay you the
deficiency, if any, and no oral agreement or instructions to the contrary
shall be recognized or enforceable.
10. 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 purchaser by reason of failure of the undersigned to
supply you therewith, then and in such event, the undersigned authorizes you
to borrow any security, commodity or other property necessary to make
delivery thereof, and the undersigned hereby agrees to be responsible for
any loss which you may sustain thereby and any premium which you may be
required to pay thereon, and for any loss which you may sustain by reason of
your inability to borrow the security-commodity or other property sold.
11. It is understood and agreed that the undersigned, when
placing with you any sell order for short account, will designate it as such
and hereby authorize you to mark such order as being "short", and when
placing with you any order for 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 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. It is impracticable for him then to delivery such
securities to you but that he will deliver them as soon as it is possible
for him to do so without undue inconvenience or expense.
12. In all transactions between you and the undersigned, the
undersigned understands that you are acting as the brokers of the
undersigned, except when you disclose to the undersigned in writing at or
before the completion of a particular transaction that you are acting, with
respect to such transaction, as dealers for your own account or as brokers
for some other person.
13. Reports on the execution of orders and statements of the
accounts of the undersigned shall be conclusive if not objected to in
writing, the former within two days, and the latter within ten days, after
forwarding by you to the undersigned by mail or otherwise.
14. Communications may be sent to the undersigned at the address
given by the undersigned upon opening an account, or at such other address
as the undersigned may hereafter give you in writing, 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.
15. You will not be responsible for delays in the transmission
of orders due to breakdown or failure of transmission or communication
facilities or to any other cause or causes beyond your reasonable control or
anticipation.
16. You are authorized to hold securities of the undersigned in
your name on behalf of the undersigned's account ("in street name"), and the
undersigned understands and agrees that this arrangement is a service to the
undersigned and does not establish a fiduciary relationship. The
undersigned holds you free and harmless for any and all failure to notify
the undersigned of any information and/or notices brought to your attention
as nominee.
17. Arbitration: The undersigned agrees, and by carrying an
account for the undersigned you agree that all controversies which may arise
between us concerning any transaction or the construction, performance, or
breach of this or any other agreement between us, whether entered into
prior, on or subsequent to the date hereof, shall be determined by
arbitration. Any arbitration under this agreement shall be determined
pursuant to the arbitration laws of the State of Missouri, before the
American Arbitration Association, or before the New York Stock Exchange,
Inc. or arbitration facility provided by any other exchange or the National
Association of Securities Dealers Inc. and in accordance with its rules then
obtaining. The undersigned may elect in the first instance whether
arbitration shall be by the American Arbitration Association or by the New
York Stock Exchange, Inc. or other exchange or market facility, but if the
undersigned fails to make such election, by registered letter or telegram
addressed to you at your main office, before the expiration of five days
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, state or federal, having jurisdiction.
18. This agreement and its enforcement shall be governed by the
laws of the State of Missouri and its provisions shall be continuous; shall
cover individually and collectively all accounts which the undersigned may
open or re-open 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 and assigns of the undersigned. The invalidity, illegality
or unenforceability of any particular provision of this agreement shall not
affect the other provisions hereof, and this agreement shall be construed in
all respects as if such invalid, illegal or unenforceable provisions were
omitted.
19. The undersigned, if an individual, represents that the
undersigned is of legal age, and represents that 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 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, and that the undersigned will promptly notify you if the undersigned
becomes so employed. The undersigned further represents that no one except
the undersigned has an interest in the account or accounts of the
undersigned with you.
20. The undersigned understands that under Rule 14b-1(c) of the
Securities Exchange Act, you are required to disclose to an issuer the name,
address and securities position of your customers who are beneficial owners
of that issuer's securities, unless the customer objects, and so the
undersigned (either individually or jointly with others) hereby does not
object to your disclosure of such information, unless the undersigned has
otherwise object to same in writing.
21. Until you receive written notice of revocation from the
undersigned, you are hereby authorized to lend, to yourselves as brokers or
to others, any securities held by you on margin for the account of, or under
the control of, the undersigned.
22. This Instrument sets forth the entire agreement with respect
to any and all of the accounts of the undersigned with you, and supersedes
any and all prior and/or contemporaneous agreements as well as all other
agreements which exist between the undersigned and you to the extent that
there is any conflict in those instruments; otherwise they are to be read in
harmony with one another.
BY SIGNING THIS AGREEMENT I ACKNOWLEDGE THAT MY SECURITIES MAY BE LOANED TO
YOU OR LOANED OUT TO OTHERS.
DATE: March 9, 1989 /S/PAUL C. DRUEKE,
GENERAL PARTNER
SIGNATURE OF CUSTOMER
ADDRESS: P.O. Box 364 ----------------------
Caledonia, MI 49316
(IF THIS IS A JOINT ACCOUNT, ALL PERSONS MUST SIGN)
_______________________________________________________
CUSTOMER'S AGREEMENT
To: STIFEL, NICOLAUS & COMPANY, INCORPORATED
(Hereinafter referred to as "You" or "Your")
In consideration of your accepting or continuing one or more
accounts of the undersigned (whether designated by name, number or
otherwise) and your agreeing to act as brokers for the undersigned in
respect to all accounts, the purchase or sale of securities or commodities
or put and/or call options and whether upon margin or otherwise in which the
undersigned now has or may at any future time have with you or your
successor, including accounts from time to time closed and reopened, the
undersigned agrees as follows:
1. All transactions under this agreement 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 you or your agents and, where applicable, to the provisions of the
Securities Exchange Act of 1934, the Commodities Exchange Act, and present
and future acts amendatory thereof and supplemental thereto, and the rules
and regulations of the United States Securities and Exchange Commission, the
Board of Governors of the Federal Reserve System and of the Commodity
Futures Trading Commission.
2. Whenever any statute shall be enacted which shall affect in
any manner or be inconsistent with any of the provisions hereof, or whenever
any rule or regulation shall be prescribed or promulgated by the New York
Stock Exchange Inc., the National Association of Securities Dealers, Inc.,
the United States Securities and Exchange Commission, the Board of Governors
of the Federal Reserve System, and/or the Commodity Futures Trading
Commission or such other securities, commodities, or option exchange or
market as shall have jurisdiction in the premises which shall affect in any
manner or be inconsistent with any of the provisions hereof, the provisions
of this agreement so affected shall be deemed modified or superseded, as the
case may be, by such statute, rule or regulation, and all other provisions
of the agreement and the provisions as so modified or superseded, shall in
all respects, continue to be in full force and effect.
3. Except as herein otherwise expressly provided, no provision
of this agreement shall in any respect be waived, altered, modified or
amended unless such waiver, alteration, modification or amendment be
committed to writing and signed by the Compliance Director or Treasurer of
your organization.
4. All monies, securities, commodities or other property which
you may at any time be carrying for the undersigned (either individually or
jointly with others) or which may at any time be in your possession for any
purpose, including safekeeping, shall be subject to a general lien for the
discharge of all obligations of the undersigned to your, 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, with the right (where permitted by law)
on your part to transfer money or securities from any of my accounts (except
from Regulated Commodity Accounts) to another when in your judgment such
transfer may be necessary.
5. 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 to your general loans
and may be pledged, repledged, hypothecated or re-hypothecated, 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 as permitted by
regulation, and without retaining in your possession and control for
delivery a like amount of similar securities or commodities.
6. Interest on debit balances shall be charged in accordance
with your interest computation schedules provided under Rule 10b-16 of the
Securities Exchange Act of 1934. All monies which the undersigned owes to
you at any time shall be repayable to you at your principal office in the
City of St. Louis. You may also charge my account with such usual and
customary charges as you may make to cover your services and facilities.
The undersigned agrees to pay you upon demand the reasonable costs and
expenses of collection of the debit balance and any unpaid deficiency in the
accounts of the undersigned (either individually or jointly with others)
with you, including, but not limited to, attorney's fees, incurred and
payable or paid by you.
DISCLOSURES REGARDING LIQUIDATIONS AND COVERING
POSITIONS
The customer should clearly understand that, notwithstanding a general
policy of giving customers notice of a margin deficiency, the broker is not
obligated to request additional margin from the customer in the event the
customer's account falls below minimum maintenance requirements. More
importantly, there will be circumstances where the broker will liquidate
securities and/or other property in the account without notice to the
customer to ensure that minimum maintenance requirements are satisfied.
7. You shall have the right, in accordance with your general
policies regarding margin maintenance requirements, to require additional
collateral or the liquidation of any securities and other property whenever,
in your discretion, you consider it necessary for your protection including,
but not limited to, the following events: the failure of the undersigned to
promptly meet any calls for additional collateral; the filing of a petition
of bankruptcy by or against the undersigned; the levying of an attachment
against any account of the undersigned or in which the undersigned has an
interest or; the death of the undersigned. In such event, you are
authorized to sell any and all securities and other property in any account
of the undersigned, 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 undersigned. 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
purchaser for your own account. It is 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 as herein provided.
8. The undersigned will at all times maintain margins for said
accounts, as required by you from time to time. No arrangement conflicting
with your usual requirements for margin shall be binding upon you or have
any effect unless expressly agreed to in writing and signed by your
Compliance Director or Treasurer.
9. The undersigned undertakes, at any time upon demand, to
discharge obligations of the undersigned to you or, in the event of a
closing of any account of the undersigned in whole or in part, to pay you
the deficiency, if any, and no oral agreement or instructions to the
contrary shall be recognized or enforceable.
10. 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, then and in such event, the undersigned authorizes you
to borrow any security, commodity, or other property necessary to make
delivery thereof, and 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 the security, commodity, or other property sold.
11. The undersigned understands and agrees that any order to
sell "short" will be designated as such by the undersigned and hereby
authorizes you to mark such order as being "short". All other sell orders
will be for securities owned ("long"), at that time, by the undersigned and
by placing the order the undersigned affirms that he will deliver the
securities on or before the settlement date.
12. In all transactions between you and the undersigned, the
undersigned understands that you are acting as the brokers for the
undersigned, except when you disclose to the undersigned, in writing at or
before the completion of a particular transaction, that you are acting, with
respect to such transaction, as dealers for your own account or as brokers
for some other person.
13. Reports of the execution of orders and statements of the
accounts of the undersigned shall be conclusive if not objected to in
writing, the former within two days, and the latter within ten days, after
forwarding by you to the undersigned by mail or otherwise.
14. Communications may be sent to the undersigned at the address
given by the undersigned upon opening an account, or at such other address
as the undersigned may hereafter give you in writing, 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.
15. You will not be responsible for delays in the transmission
of orders due to breakdown or failure of transmission or communication
facilities or to any other cause or causes beyond your reasonable control or
anticipation.
16. You are authorized to hold securities of the undersigned in
your name on behalf of the undersigned's account ("in street name"), and the
undersigned understands and agrees that this arrangement is a service to
undersigned and does not establish a fiduciary relationship. The
undersigned holds you free and harmless for any and all failure to notify
the undersigned of any information and/or notices brought to your attention
as nominee.
17. The undersigned understands that under Rule 14b-1(c) of the
Securities Exchange Act, you are required to disclose to an issuer the name,
address and securities position of your customers who are beneficial owners
of that issuer's securities, unless the customer objects, and so the
undersigned (either individually or jointly with others) hereby does not
object to your disclosure of such information, unless the undersigned has
otherwise object to same in writing.
18. Until you receive written notice of revocation from the
undersigned, you are hereby authorized to lend, to yourselves as brokers or
to others, any securities held by you on margin for the account of, or under
the control of, the undersigned.
19. This Agreement and its enforcement shall be governed by the
laws of the State of Missouri and its provisions shall be continuous; shall
cover individually and collectively all accounts which the undersigned may
open or re-open 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 and assigns of the undersigned. The invalidity, illegality
or unenforceability of any particular provision of this agreement shall not
affect the other provisions hereof, and this agreement shall be construed in
all respects as if such invalid, illegal or unenforceable provisions were
omitted.
20. The undersigned, if an individual, represents that the
undersigned is of legal age, and represents that 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 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, and that the undersigned will promptly notify you if the undersigned
becomes so employed. The undersigned further represents that no one except
the undersigned has an interest in the account or accounts of the
undersigned with you.
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.
21. Arbitration: The undersigned agrees, and by carrying an
account for the undersigned you agree that all controversies which may arise
between us concerning any transaction or the construction, performance, or
breach of this or any other agreement between us, whether entered into prior
or on subsequent to the date hereof, shall be determined by arbitration.
Any arbitration under this agreement shall be determined pursuant to the
arbitration laws of the State of Missouri, before the New York Stock
Exchange, Inc. or arbitration facility provided by any other exchange of
which you are a member or the National Association of Securities Dealers,
Inc. and in accordance with its rules thereby obtaining. The undersigned
may elect in the first instance whether arbitration shall be by the New York
Stock Exchange, Inc. or other exchange or market facility of which you are a
member or the National Association of Securities Dealers, Inc., but if the
undersigned fails to make such election, by registered letter or telegram
addressed to you at your main office, before the expiration of five days
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, 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; or (ii)
the class is decertified; or (iii) the customer is excluded from the class
by the court. Such forbearance to enforce an agreement to arbitrate shall
not constitute a waiver of any rights under this agreement except to the
extent stated herein.
22. This instrument sets forth the entire agreement with respect
to any and all of the accounts of the undersigned with you, and supersedes
any and all prior and/or contemporaneous agreements as well as all other
agreements, which exist between the undersigned and you to the extent that
there is any conflict in those instruments.
BY SIGNING THIS AGREEMENT THE UNDERSIGNED ACKNOWLEDGES THAT:
1. The securities in the margin account of the undersigned may
be loaned to you or loaned out to others and;
2. The undersigned has received a copy of this agreement.
* THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PARAGRAPH 21
ABOVE.
DATE: June 16, 1994 /s/ JACOB C. MOL
SIGNATURE OF CUSTOMER
ADDRESS: 3075 Baldwin ______________________
(IF THIS IS A JOINT
ACCOUNT, ALL PERSONS
MUST SIGN)
Hudsonville, MI 49426 Jacob C. Mol
(PLEASE PRINT NAME)
