<PAGE>
FORM SC 13D FOR BEAUTICONTROL COSMETICS, INC. FILED ON JUNE 9, 1998
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
BEAUTICONTROL COSMETICS, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.10
(TITLE OF CLASS OF SECURITIES)
074655101000
(CUSIP NUMBER)
STEVEN SMATHERS, ESQ.
3131 MCKINNEY AVENUE, SUITE 200
DALLAS, TEXAS 75204
(214)871-3320
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
JUNE 1, 1998
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of 240.13d-1(e). 240-13d-1(f) or 240.13d-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 240-13d-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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 074655101000 Page 2 of 6 Pages
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
JIM SOWELL CONSTRUCTION CO., INC.
IRS Identification No. - Not disclosed.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [X]
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
Texas
NUMBER OF 7. SOLE VOTING POWER
SHARES 333,300
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
9. SOLE DISPOSITIVE POWER
REPORTING 333,300
PERSON
WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
333,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [11] [ ]
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
[11]
5.5%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $0.10 par value per share (the
"Common Stock"), issued by Beauticontrol Cosmetics, Inc., a Delaware corporation
(the "Company"), whose principal executive offices are located at 2121 Midway,
Carrollton, Texas 75006.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by Jim Sowell Construction Co., Inc.
("JESCO"). The shareholders of JESCO are Mr. and Mrs. James E. Sowell; its
Directors are Messrs. James E. Sowell and Keith D. Martin; and its Executive
Officers are Messrs. James E. Sowell, Stephen L. Brown, and Keith D. Martin
("Collectively the Instruction C Individuals"). Their titles are Chief
Executive Officer, President, and Executive Vice President, respectively. The
relationship between the Instruction C Individuals and the Reporting Person do
not constitute a group; consequently, the Instruction C Individuals expressly
disclaim membership in a group. Any disclosures herein with respect to an
Instruction C Individual are made on information and belief after making inquiry
to the appropriate party.
(b) The business address of the Reporting Person and each of the
Instruction C Individuals is 3131 McKinney Avenue, Suite 200, Dallas, Texas
75204.
(c) JESCO is a real estate development company and has many other
diversified investments.
(d) JESCO and each of the Instruction C Individuals have not, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) JESCO and each of the Instruction C Individuals have 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.
(f) JESCO is incorporated in Texas. The Instruction C Individuals are
U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of the shares of
Common Stock held by JESCO which are the subject of this Schedule 13D is
$2,753,381.67.
The shares of Common Stock purchased by JESCO are held in margin accounts
maintained at Jefferies & Company, Inc., which account may from time to time
have a debit balance. Since
<PAGE>
SCHEDULE 13D Page 4 of 6 Pages
other securities are held in such margin account, it is not possible to
determine the amounts, if any, of margin used with respect to the shares of
Common Stock purchased.
Currently, the interest rate charged on the margin account with Jefferies &
Company, Inc. is approximately 7.5% per annum.
ITEM 4. PURPOSE OF THE TRANSACTION
The Reporting Person acquired the shares of Common Stock for investment
purposes. The Reporting Person has had discussions with management about making
additional investments in the Common Stock.
Neither the Reporting Person nor, to the knowledge of the Reporting Person,
any of the Instruction C Individuals, has any 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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by JESCO is based on 6,018,398 shares outstanding,
which is the total number of shares of Common Stock outstanding as of April 6,
1998, as reflected in the Company's quarterly report on Form 10-Q filed with the
Securities and Exchange Commission (the"Commission") for the fiscal quarter
ended February 28, 1998 (which is the most recent Form10-Q on file).
As of the close of business on June 1, 1998, JESCO owns beneficially
333,300 shares of Common Stock, constituting approximately 5.5% of the shares
outstanding. To the knowledge of the Reporting Person, none of the Instruction
C Individuals own any shares of the Common Stock.
(b) JESCO has the sole power to dispose of and the sole power to vote the
shares of Common Stock which it beneficially owns.
(c) The trade dates, number of shares of Common Stock purchased or sold,
and price per share for all transactions in the Common Stock from the 60th day
prior to June 1, 1998 until June 11, 1998 by JESCO, are set forth in Schedule A.
All such transactions were open market transactions effected on NASDAQ. To the
knowledge of the Reporting Person, none of the Instruction C Individuals has
engaged in any transactions in the Common Stock during the 60 days preceding the
date hereof.
(d) No person other than each respective record owner of shares of Common
Stock referred to herein is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds of sale of such shares of
Common Stock.
<PAGE>
SCHEDULE 13D Page 5 of 6 Pages
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 hereof, including the
Reporting Person, or between any such person and any other person with respect
to any securities of the Company including but not limited to transfer or voting
of any other securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
losses, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Form of Margin Agreement.
DATED: June 9, 1998 JIM SOWELL CONSTRUCTION CO., INC.
/s/ Keith Martin
--------------------------------------
Keith Martin, Executive Vice President
<PAGE>
SCHEDULE 13D Page 6 of 6 Pages
Schedule A
Jim Sowell Construction Co., Inc.
Transactions in the Common Stock
<TABLE>
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) commissions, if any)
-------------------------------------------------------------------
<S> <C> <C>
03/11/98 19,000 $8.31
03/23/98 8,200 $8.31
04/08/98 (23,000) $8.69
06/01/98 100,000 $9.00
</TABLE>
<PAGE>
[LOGO] CUSTOMER AGREEMENT JEFFERIES & COMPANY, INC.
11100 Santa Monica Blvd., 11th Floor
Los Angeles, CA 90025
Telephone (310) 445-1199
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ACCOUNT NUMBER
This Agreement sets forth the terms and conditions under which Jefferies &
Company, Inc. ("Jefferies") will maintain your account for purchases and sales
of securities, put and call options, and other property. The heading of each
provision of this Agreement is for descriptive purposes only and shall not be
deemed to modify or qualify any of the rights or obligations set forth in each
such provision. The provisions of Paragraph 25 are applicable to you if you have
a cash account with Jefferies. The provisions of Paragraphs 26 and 27 are
applicable to you if you have a margin account with Jefferies. Paragraph 29 is
applicable to you only if this Agreement relates to a joint account with
Jefferies. This Agreement shall not become effective until accepted by Jefferies
at its main office, and such acceptance may be evidenced by internal records
maintained by Jefferies. YOU SHOULD RETAIN A COPY OF THIS AGREEMENT.
1. APPLICABLE LAWS AND REGULATIONS. All transactions in your account(s) shall
be subject to all applicable laws, and the rules and regulations of
applicable federal, state and self-regulatory agencies, including but
not limited to, the Board of Governors of the Federal Reserve System
(the "Federal Reserve Board"), the U.S. Securities and Exchange
Commission ("SEC"), the National Association of Securities Dealers, Inc.
("NASD"), and the constitution, rules, regulations, customs and usages
of the exchanges, markets and clearing agencies where transactions
are executed, cleared and settled for your account.
2. NON-DISCLOSURE OF CONFIDENTIAL AND MATERIAL, NON-PUBLIC INFORMATION.
Jefferies provides a variety of services to its customers. In connection
with providing these services, employees of Jefferies may come into
possession, from time to time, of confidential and material, non-public
information. Under applicable law, employees of Jefferies are prohibited
from improperly disclosing or using such information for their personal
benefit or for the benefit of any other person, regardless of whether
such other person is a customer of Jefferies. Jefferies maintains and
enforces written policies and procedures that (i) prohibit the
communication of such information to persons who do not have
a legitimate need to know and (ii) assure that it is meeting its
obligations to customers and otherwise remains in compliance with
applicable law. You understand and agree that these policies and
procedures are necessary and appropriate and recognize that, in certain
circumstances, employees of Jefferies will have knowledge of certain
confidential and material, non-public information which, if disclosed,
might affect your decision to buy, sell, or hold a security, but that
they shall be prohibited from communicating such information to you. You
also understand and agree that Jefferies shall have no responsibility or
liability to you for its failing to disclose such information to you as
a result of following its pokes and procedures designed to provide
reasonable assurances that it is complying with applicable law.
3. SECURITY INTEREST AND LIEN. You agree that Jefferies will have a continuing
security interest in all property in which you have an interest,
including but not limited to securities, commodities, commodity futures
contracts, commercial paper, monies and any after-acquired property,
held by it or carried in your account(s), as security for payment of all
of your existing or future obligations and liabilities to Jefferies,
without regard to whether Jefferies has made loans with respect to such
property. You hereby authorize Jefferies to sell and/or purchase any and
all property in any of your accounts or to liquidate any open
commodities, futures or forward contracts in any of your accounts
without notice in order to satisfy such obligations and liabilities. In
enforcing its security interest, Jefferies shall have the discretion to
determine which property is to be sold and the order in which it is to
be sold and shall have all the rights and remedies available to a
secured creditor under the Uniform Commercial Code of New York as then
in effect, in addition to the rights and remedies provided herein or
otherwise by law.
4. DEPOSITS ON CASH TRANSACTIONS. If at any time Jefferies considers it
necessary for its protection, it may, in its discretion, require you to
deposit cash or collateral in your account to assure due performance by
you of your open contractual commitments.
5. SELL-OUTS, BUY-INS AND CANCELLATION OF ORDERS. Jefferies is authorized in
case of your death or whenever, in its discretion, Jefferies deems it
necessary for its protection, without notice to you or your personal
representative, to sell any and all property in your account(s) with it
(either individually or jointly with others), to borrow or buy in any or
all property which may be short in such account(s) and/or to cancel all
outstanding transactions and to offset any indebtedness in your
account(s) against any other account(s) you may have (either
individually or jointly with others), and you shall be liable to
Jefferies for any loss and/or costs sustained. Such purchases and/or
sales may be public or private and may be made without notice or
advertisement and in such manner as Jefferies may, in its discretion,
determine. At any such sale or purchase, Jefferies may purchase or sell
the property free of any right of redemption, and you agree to be liable
for any deficiency in your account(s). If the proceeds from such
purchase or sale satisfy your indebtedness to Jefferies, any money or
property in your account(s) in excess of your indebtedness to Jefferies
will be held for your account.
6. FINALITY AND TRANSMITTAL OF REPORTS, STATEMENTS AND NOTICES. Confirmations
of transactions and statements of your account(s) shall be binding if you do
not object, in writing, within ten days after transmittal to you by mail
or otherwise. Notices or other communications, including confirmations,
account statements and margin calls, delivered, mailed or otherwise
transmitted to you at the address specified below shall, until Jefferies
has received notice in writing of a different address, be deemed to have
personally delivered to and received by you, and you agree to waive
all claims resulting from any failure to receive such communications.
7. POWER OF ATTORNEY OR TRADING AUTHORIZATION TO THIRD PARTY. If you grant a
power of attorney or trading authorization to a third party with respect
to your account(s) at Jefferies, you agree that Jefferies may follow the
instructions of that third party in accordance with the authorization.
You shall indemnify and hold Jefferies harmless from and pay promptly
any and all losses arising therefrom or debit balance due thereon. This
indemnity shall be in addition to, and will in no way limit or restrict,
any rights which Jefferies may have under such power of attorney or
trading authorization or under this or any other agreement between you
and Jefferies, or otherwise.
8. ORAL AUTHORIZATIONS. You hereby agree that Jefferies shall incur no
liability in acting upon oral instructions given to it concerning your
accounts, provided such instructions reasonably appear to be genuine.
9. TRANSFER OF EXCESS FUNDS; EXCHANGE RATE FLUCTUATIONS. You hereby authorize
Jefferies to transfer excess funds from your commodity accounts to any of
your other accounts for any reason, such as to avoid a margin call, not in
conflict with the Commodity Exchange Act. If any transactions are effected
on an exchange in which a foreign currency is used, any profit or loss as a
result of a fluctuation in the exchange rate will be for your account.
10. RECEIPT OF STATEMENT OF INTEREST CHARGES. You hereby agree to pay interest,
to the extent not prohibited by the laws of the State of New York, upon all
amounts advanced and other balances due in your account(s) in accordance
with Jefferies' Statement of Interest Charges pursuant to SEC Rule lOb-16
(the "Statement of Interest Charges"), enclosed herewith and
incorporated herein by reference. You hereby acknowledge receipt of the
Statement of Interest Charges and that, having read the same, you
understand and agree that interest will be charged on any debit balances
in accordance with the methods described in the Statement of Interest
Charges or in any amendment or revision thereto which may be provided to
you.
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<PAGE>
11. FEES AND CHARGES. You understand that Jefferies may charge commissions and
other fees for execution of transactions to purchase and sell
securities, put and call options or other property, and you hereby agree
to pay such commissions and fees at Jefferies' then prevailing rates.
You also understand that such commission and fee rates may be changed
from time to time without notice to you, and you agree to be bound
thereby. You agree to pay a late charge, to the extent permitted by
law, if you purchase securities in your cash account and fail to pay for
such securities by the settlement date. Any late charge that Jefferies
may impose will be at the maximum rate of interest set forth in the
Statement if Interest charges, and may be charged from the settlement
date to the date of payment.
12. CLEARANCE ACCOUNTS. If Jefferies carries your account as clearing broker by
arrangement with another broker through whose courtesy your account has
been introduced, then unless Jefferies receives from you a written
notice to the contrary, Jefferies shall accept from such other broker,
without any inquiry or investigation by it (i) orders for the purchase
or sale in your account of securities and other property on margin or
otherwise, and (ii) any other instructions concerning said account. You
understand and agree that Jefferies shall have no responsibility or
liability to you for any acts or omissions of such other broker, its
officers, employees or agents, and that Jefferies' sole responsibilities
to you relate to the execution, clearing and bookkeeping of transactions
in your account(s).
13. COSTS OF COLLECTION. In the event that Jefferies employs counsel or a
collection agency to collect any debit balance which you owe, you agree
to pay the reasonable costs of collection, including but not limited to
attorneys' fees, court costs and expenses incurred by Jefferies in
connection with its efforts in collecting monies owed to it.
14. IMPARTIAL LOTTERY ALLOCATION. You agree that, if Jefferies holds on your
behalf bonds or preferred stocks in bearer form or in street name which
are callable in part, you will participate in the impartial lottery
allocation system of the called securities, in accordance with
Jefferies' procedures and the rules of the NASD. Further, you understand
that when the call is favorable, no allocation will be made to any
account in which Jefferies, its officers, directors, or employees have a
financial interest until all other customers are satisfied on an
impartial lottery basis.
15. WAIVER, ASSIGNMENT AND MODIFICATION. No term or provision of this Agreement
may be waived or modified unless in writing and signed by the party
against whom such waiver or modification is sought to be enforced.
Jefferies' failure to insist at any time upon strict compliance with
this Agreement or with any of the terms hereunder or any continued
course of such conduct on its part shall in no event constitute or be
considered a waiver by Jefferies of any of its rights or privileges.
This Agreement contains the entire understanding between you and
Jefferies. The execution of this Agreement revokes any prior Customer's
or Cash Account Agreement between you and Jefferies. To the extent that
this Agreement is inconsistent with any other agreement governing your
account, the provisions of this Agreement shall govern.
16. NEW YORK LAW TO GOVERN. This Agreement shall be deemed to have been made in
the State of New York and shall be construed, and the rights and
liabilities of the parties determined, in accordance with the laws of
the State of New York without giving effect to the choice of law or
conflict of laws provisions thereof.
17. "LONG" AND "SHORT" SALES; AUTHORIZATION TO PURCHASE OR BORROW SECURITIES.
You agree that in giving orders to sell, all "short" sales orders will
be designated as "short." All other sell orders will be for securities
owned ("long") at that time by you. By placing the order, you affirm
that you will deliver the securities on or before the settlement date.
"Short sale" means any sale of a security not owned by the seller (or
owned by the seller but not intended to be delivered) that is
consummated by delivery of a borrowed security. You also agree that
Jefferies may, at its discretion, immediately cover any short sales in
your account. The designation on a sale order as "long" shall constitute
a representation on your part that you own the security, and if the
security is not in Jefferies' possession at the time of the contract for
sale, you agree to deliver it to Jefferies by the settlement date. If
Jefferies effects a sale of any security at your direction and is unable
to make delivery to the purchaser because of your failure to supply such
security, then Jefferies is authorized to purchase or borrow any such
security necessary to make delivery thereof. In that event, you will be
responsible for any loss which Jefferies may sustain thereby and any
premiums which it may be required to pay, and for any loss which
Jefferies may sustain because of its inability to purchase or borrow the
security sold.
18. SATISFACTION OF INDEBTEDNESS. You agree to satisfy, upon demand, any
indebtedness, and to pay any debit balance remaining when your account
is closed, either partially or totally. Your account(s) may not be
closed without Jefferies first receiving all securities and other
property for which your account(s) is short and all funds to pay in full
for all securities and other property in which your account(s) is long.
19. JEFFERIES AS AGENT. You understand that Jefferies is acting as your agent,
unless Jefferies notifies you, in writing, before the settlement date
for the transaction that Jefferies is acting as a dealer for its own
account or as agent for some other person.
20. LOANS. From time to time Jefferies may, at its discretion, make loans to you
for the purpose of purchasing, carrying or trading in securities.
Pursuant to Regulation T, such loans will be made in a margin account.
The minimum and maximum amount of any particular loan may be established
by Jefferies, in its discretion, regardless of the amount of collateral
delivered to Jefferies, and Jefferies may change such minimum and
maximum amounts from time to time.
21. RESTRICTIONS ON TRADING. You understand that Jefferies may, in its sole
discretion, prohibit or restrict trading of securities or substitution of
securities in any of your accounts.
22. BINDING UPON CUSTOMER'S ESTATE. You hereby agree that this Agreement and all
the terms thereof shall be binding upon your heirs, executors,
administrators, personal representatives and assigns.
23. AGE AND EMPLOYMENT AFFILIATIONS. You represent that you are of the age of
majority. You also represent that you are not an employee of any
securities exchange or a subsidiary of an exchange, or of a member firm
of any exchange or the NASD, or of a bank, trust company or insurance
company unless you have notified Jefferies to that effect, and that you
will promptly notify Jefferies if you become so employed.
24. SEVERABILITY. If any provision of this Agreement is held to be invalid, void
or unenforceable by reason of any law, rule, administrative order or
judicial decision, that determination shall not affect the validity of
the remaining provisions of this Agreement.
25. PROVISIONS IN THE EVENT OF FAILURE TO PAY OR DELIVER IN CASH ACCOUNT. (Not
Applicable to Margin Accounts.) Whenever you do not, on or before the
settlement date, pay in full for any security purchased, or deliver any
security sold, for your cash account, Jefferies is authorized, subject
to the provisions of any applicable statute, rule or regulation: (a)
until payment is made in full, to pledge, repledge, hypothecate or
rehypothecate, without notice, any or all securities which Jefferies may
hold for you (either individually or jointly with others), separately or
in common with other securities or commodities or any other property,
for the sum then due or for a greater or lesser sum, and without
retaining in its possession and control for delivery a like amount of
similar securities, and (b) to sell any or all securities which Jefferies
may hold for you either individually or jointly with others), or to buy in
any or all securities required to make delivery for your account, or to
cancel any or all outstanding orders or commitments for your account.
2
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<PAGE>
26. COLLATERAL AND INTEREST CHARGES IN MARGIN ACCOUNT. (Not applicable to Cash
Accounts.) You agree to maintain such collateral in your margin account
as Jefferies may, in its discretion, require from time to time, in the
form of cash or securities in accordance with the rules and regulations
of the Federal Reserve Board, the national securities exchanges,
associations or regulatory agencies under whose Jurisdiction Jefferies
is subject, and Jefferies' own minimum margin requirements, and you
agree to pay on demand any debit balance owing with respect to your
margin account. Failure to make such payment shall constitute a breach
of this Agreement, and Jefferies may take such action as it considers
necessary or appropriate for its protection in accordance with this
Agreement. You agree to pay interest charges on your margin account in
accordance with Jefferies' prevailing rates and policies. (Please
consult the Statement of Interest Charges for an outline of Jefferies'
margin policies as currently in effect.)
27. CUSTOMER'S CONSENT TO LOAN OR PLEDGE OF SECURITIES. (Not applicable to Cash
Accounts.) You hereby authorize Jefferies to lend either to itself or
others any securities held by Jefferies in your margin account and to
carry all such property in its general loans, and such property may be
pledged, repledged, loaned, hypothecated or rehypothecated either
separately or in common with other such property for any amounts due to
Jefferies thereon or for a greater sum, and Jefferies shall have no
obligation to retain a like amount of similar property in its possession
and control. You understand and agree that if securities are loaned to
anyone other than Jefferies, you may lose your right to vote such
securities. In the event that you no longer maintain a debit balance or
an indebtedness to Jefferies, it is understood that Jefferies will fully
segregate all securities in your accounts in Jefferies' safekeeping or
control (directly or through a clearing house) and/or deliver them to
you upon request.
28. SHAREHOLDER COMMUNICATIONS. Under SEC Rule 14b-l(c), Jefferies is required
to disclose to an issuer the name, address and securities position of
customers who are beneficial owners of that issuer's securities unless the
customer objects. Therefore, please check one of the boxes below:
/ / YES, I DO OBJECT to the disclosure of such information.
/ / NO, I DO NOT OBJECT to the disclosure of such information.
29. JOINT ACCOUNT. (APPLICABLE TO JOINT ACCOUNTS ONLY.)
(a) You agree that each of you has authority on behalf of this account
to buy, sell (including short sales) and otherwise deal in
securities, options, commodities and other property on margin or
otherwise; to receive for the account confirmations, statements and
other communications of every kind; to receive and dispose of for
the account money, securities and other property; to make for the
account agreements relating to these matters and to terminate or
modify them or waive any of the provisions thereof; and generally
to deal with Jefferies as if each of you alone were the owner of
the account, all without notice to the other joint account
owner(s). Your liability for the account shall be joint and several.
(b) You agree that Jefferies may follow the instructions of any of you
concerning this account and make deliveries to any of you Of any or
all securities in the account, and make payments to any of you of
any or all monies in the account, as any of you may order and
direct, even if such deliveries and/or payments shall be made to
one of you personally, and not for the account. Jefferies shall be
under no obligation to inquire into the purpose of any such demand
for delivery of securities or payment, and it shall not be bound to
see to the application or disposition of the securities and/or
monies so delivered or paid to any of you.
(c) In the event of the death of any of you, the survivor(s) shall
immediately give Jefferies written notice thereof, and Jefferies
may, before or after receiving such notice, take such action,
require such documents, retain such portion and/or restrict
transactions in the account as it may deem advisable to protect
itself against any tax, liability, penalty or loss under any
present or future laws or otherwise. The estate of any of you who
shall have died shall be liable and each survivor will be liable,
jointly and severally, to Jefferies for any debt or loss in this
account resulting from the completion of transactions initiated
prior to Jefferies' receipt of a written notice of such death or
incurred in the liquidation of the account or the adjustment of the
interests of the respective parties.
(d) Any taxes or other expenses becoming a lien against or payable out
of the account as the result of the death of any of you, or through
the exercise by the estate or representatives of any rights in the
account shall be chargeable against the interest of the survivor(s)
as well as against the interest of the estate of the decedent. This
provision shall not release the decedent's estate from any
liability provided for in this Agreement.
(e) DESIGNATION OF TENANCY. (This section is not applicable in the State
of Texas, where separate Texas Joint Account Supplement must be
used.):
(i) Joint Tenants with Rights of Survivorship - when one dies his or
her interest passes to the survivor(s). Jefferies will presume that
it is your intention to create an estate or account as joint tenants
with rights of survivorship and not as tenants in common, unless
otherwise provided by striking this paragraph (i) and filling in the
terms of paragraph (ii) below. In the event of the death of either
or any of you, the entire interest in the joint account shall be
vested in the survivor(s) on the same terms and conditions as
theretofore held, without in any manner releasing the decedent's
estate from the liability.
(ii) Tenants in Common without Rights of Survivorship - When one
dies, his or her interest passes to his or her estate. Having
stricken paragraph (i) above and filled in the terms of this
paragraph (ii) below, it is your express intention to create an
estate or account as tenants in common without rights of
survivorship and not as joint tenants.
Your respective interests shall be as set forth below. In the event
of the death of either or any of you, the interests in the account
shall be determined as of the close of business on the date of
death (or on the next following business day if the date of death
is not a business day) as follows:
*Name of tenant _______________________________________________
or his or her estate _____%
*Name of tenant _______________________________________________
or his or her estate _____%
*Name of tenant _______________________________________________
or his or her estate _____%
*Name of tenant _______________________________________________
or his or her estate _____%
*Indicate names and percentage amounts of the interests of each tenant. The only
names to be inserted are those of the present owners of the account; heirs or
beneficiaries CANNOT be designated on this form.
3
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<PAGE>
30. ARBITRATION. IN CONNECTION WITH THE FOLLOWING AGREEMENT TO ARBITRATE, YOU
UNDERSTAND THAT:
- ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING
THE RIGHT TO A 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 A RULING BY THE ARBITRATORS IS STRICTLY LIMITED.
- THE PANEL OR ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
SUBJECT TO THE PRECEDING DISCLOSURES, YOU AGREE THAT ANY AND ALL
CONTROVERSIES WHICH MAY ARISE BETWEEN YOU AND JEFFERIES CONCERNING
YOUR ACCOUNTS, ANY TRANSACTION OR THE CONSTRUCTION, PERFORMANCE OR
BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN YOU AND JEFFERIES,
WHETHER ENTERED INTO PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF,
SHALL BE DETERMINED BY ARBITRATION. ANY ARBITRATION UNDER THIS
AGREEMENT SHALL BE DETERMINED BEFORE THE NASD OR AN EXCHANGE OF
WHICH JEFFERIES IS A MEMBER IN ACCORDANCE WITH THE RULES OF THAT
PARTICULAR REGULATORY AGENCY THEN IN EFFECT. YOU MAY ELECT IN THE
FIRST INSTANCE WHETHER ARBITRATION SHALL BE BY THE NASD OR A
SPECIFIC NATIONAL SECURITIES EXCHANGE OF WHICH JEFFERIES IS A
MEMBER, BUT IF YOU FAIL TO MAKE SUCH ELECTION BY REGISTERED LETTER
OR TELEGRAM TO JEFFERIES AT ITS MAIN OFFICE WITHIN FIVE DAYS AFTER
YOU RECEIVE A WRITTEN REQUEST FROM JEFFERIES THAT YOU MAKE SUCH
ELECTION, THEN JEFFERIES SHALL MAKE THE ELECTION AS TO THE
ARBITRATION FORUM WHICH WILL HAVE JURISDICTION OVER THE DISPUTE.
JUDGMENT UPON ARBITRATION AWARDS 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 PR~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 (HI) 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
IT.
PLEASE SIGN ONLY SECTION A IF YOU WISH TO OPEN A CASH ACCOUNT.
PLEASE SIGN ONLY SECTION B IF YOU WISH TO OPEN A MARGIN ACCOUNT.
PLEASE SIGN SECTION A AND B IF YOU WISH TO OPEN BOTH A CASH AND MARGIN
ACCOUNT.
A. By signing below, you are requesting Jefferies to open a cash account.
THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN PARAGRAPH 30 ON
PAGE 4.
- ------------------------------------- ----------------------------------
Witnessed by (Signature) (Signature of Customer)
- ------------------------------------- ----------------------------------
(Typed or Printed Name of Witness) (Typed or Printed Name of Customer)
- ------------------------------------- ----------------------------------
(Date) (Signature of Customer)
- ------------------------------------- ----------------------------------
(Typed or Printed Name of Customer)
(Person signing on behalf of others, please indicate
title and/or capacity in which you have signed.)
B. By signing below, you are requesting Jefferies to open a margin account and
you agree that the securities in your margin account may be loaned to
Jefferies or to others.
THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN PARAGRAPH 30 ON
PAGE 4.
- ------------------------------------- ----------------------------------
Witnessed by (Signature) (Signature of Customer)
- ------------------------------------- ----------------------------------
(Typed or Printed Name of Witness) (Typed or Printed Name of Customer)
- ------------------------------------- ----------------------------------
(Date) (Signature of Customer)
- ------------------------------------- ----------------------------------
(Typed or Printed Name of Customer)
(Person signing on behalf of others, please indicate title
and/or capacity in which you have signed.)
4
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