SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Piemonte Foods, Inc.
(Name of Issuer)
Common Stock (No Par Value)
(Title of Class of Securities)
72027500
(CUSIP Number)
Steven M. Plon, Esquire, Silverman Coopersmith Hillman & Frimmer
Two Penn Center Plaza, Suite 910, Philadelphia, PA 19102, (215) 636-4482
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 4, 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.
Check the following box if a fee is being paid with the statement. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the claim of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d1(a) for other parties to whom copies are to
be sent.
*The remainder of this coverage page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that action of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 11
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13D
1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Frank and Lydia E. LaGalia
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
ITEM 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
79,500
8. SHARED VOTING POWER
2,500
9. SOLE DISPOSITIVE POWER
33,000
10. SHARED DISPOSITIVE POWER
49,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,000 Frank LaGalia;
74,500 Frank and Lydia E. LaGalia;
2,500 Frank LaGalia and John LaGalia
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11
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SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value (the "Shares") of
Piemonte Foods, Inc., a South Carolina corporation (the "Issuer").
Item 2. Identity and Background.
This statement is being filed by Mr. Frank LaGalia and Mrs. Lydia E.
LaGalia, husband and wife (collectively, "Mr. and Mrs. LaGalia"). Their
ownership of the Shares is as follows: (i) 74,500 Shares are held jointly by
Mr. and Mrs. LaGalia, (ii) 5,000 Shares are held Mr. LaGalia in his individual
capacity and (iii) 2,500 Shares are held jointly by Mr. LaGalia and his
father, Mr. John LaGalia.
Mr. and Mrs. LaGalia live at 100 Engle Street, Cresskill, New Jersey
07626. Frank LaGalia is engaged full-time as a Vice President of Italian
Village Ravioli and Pasta Products, Inc., a privately held New Jersey
corporation engaged in the business of selling ravioli, pasta
and related products. The company's address is 575 Windsor Drive, Secaucus,
New Jersey 07094. Lydia E. LaGalia is engaged full-time as a homemaker.
Neither Frank LaGalia nor Lydia E. LaGalia has ever been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
neither has ever 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 violations with respect to
such laws. Mr. and Mrs. LaGalia are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The 82,000 Shares covered by this filing were acquired at an aggregate
cost (excluding commissions) of $155,187. The funds required for the purchases
of the 74,500 Shares owned by Mr. and Mrs. LaGalia were provided, in part,
from their personal funds and, in part, from funds borrowed by them by
purchasing such Shares through a margin account at Gilford Securities
Incorporated ("Gilford"). The funds required for the purchase of the 5,000
Shares owned by Mr.LaGalia individually were provided, in part, from his
personal funds, and, in part, from funds borrowed by him by purchasing such
Shares through a margin account at Gilford. The funds required for the
purchase of the Shares jointly owned by Mr. LaGalia and his father, John
LaGalia, were provided from their respective personal funds.
Item 4. Purpose of the Transaction.
Mr. and Mrs. LaGalia have invested in the Shares primarily because of the
possibility that the Issuer will be successful in its business activities.
They may make dispositions and additionalpurchases subject to a number of
factors, including market prices of the Shares and their
Page 3 of 11
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continuing review of the business of and the prospects for the Issuer and
general market and business considerations.
Except as set forth in the preceding paragraph, Mr. and Mrs. LaGalia
have no present plans or proposals which relate to, or which would result in,
any changes specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Mr. and Mrs LaGalia beneficially own 82,000 Shares of the Issuer,
representing 5.3% of the 1,550,428 issued and outstanding Shares of the Issuer,
based on information provided by the Issuer in its Form 10-K filing for the
period ended May 31, 1997.
(b) Mr. and Mrs. LaGalia have the joint power to vote all of the 74,500
Shares owned jointly by them. Mr. and Mrs. LaGalia have the joint power to
dispose of all of such Shares, except for rights as to disposition for a total
of 41,500 Shares granted to Gilford under the Mr. and Mrs. LaGalia Gilford
Margin Account Agreement (as defined in Item 6 below).
Mr. LaGalia has the sole power to vote all of the 5,000 Shares owned
by him in his individual capacity. Mr. LaGalia's rights as to disposition of
the 5,000 Shares owned by him in his individual capacity are subject to the Mr.
LaGalia Gilford Margin Account Agreement (as defined in Item 6 below).
Mr. LaGalia and his father, John LaGalia, have joint power to vote
and dispose of all of the 2,500 Shares jointly owned by them.
(c) Listed below are the acquisitions of Shares by Mr. and Mrs. LaGalia
(whether jointly, individually by Mr. LaGalia, or jointly by Mr. LaGalia and
John LaGalia) which have occurred since July 6, 1997, which is the date sixty
(60) days prior to the date of the event which requires filing of this
Schedule 13D (there have been no dispositions of Shares by Mr. and Mrs.
LaGalia since said date). The acquisitions were made through open market
purchases
Page 4 0f 11
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Date Number of Shares Price Per Share
7/24/97 2,500 $1.125
7/29/97 5,500 $1.25
7/29/97 2,500 $1.3125
8/04/97 1,000 $1.375
8/04/97 2,500 $1.50
8/05/97 5,000 $1.625
8/19/97 5,000 $1.9375
8/26/97 2,000 $2.125
8/28/97 5,000 $3.125
8/28/97 5,000 $3.0625
8/29/97 5,000 $3.075
9/02/97 5,000 $3.03125
9/02/97 5,000 $3.03125
9/04/97 5,000 $3.1875
Item 6. Contracts, Arrangements, Understanding or Relationship With Respect
to Securities of the Issuer.
41,500 Shares owned jointly by Mr. and Mrs. LaGalia are held subject to a
Client's Agreement between Mr. and Mrs. LaGalia and Prudential Securites
Incorporated (a clearing corporation utilized by Gilford) dated August 11, 1995
(the "Mr. and Mrs. LaGalia Gilford Margin Account Agreement"). 5,000 Shares
individually owned by Mr. LaGalia are held subject to an undated Client's
Agreement between Mr. LaGalia and Wexford Clearing Services Corporation (a
clearing corporation utilized by Gilford)(the "Mr. LaGalia Gilford Margin
Account Agreement").
em 7. Material to be Filed as Exhibits.
A copy of the Mr. and Mrs. LaGalia Gilford Margin Account Agreement is
attached to this Schedule 13D as Exhibit A. A copy of the Mr. LaGalia
Gilford Margin Account Agreement is attached to this Schedule 13D as
Exhibit B.
Page 5 of 11<PAGE>
SIGNATURE
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.
/s/ Frank LaGalia September 8, 1997
FRANK LaGALIA Date
/s/ Lydia E. LaGalia September 8, 1997
LYDIA E. LaGALIA Date
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Exhibit "A"
CLIENT AGREEMENT
Frank and Lydia E. LaGalia, JT TEN
Account Name (herein referred to as I)
1. I agree as follows with respect to all of my accounts, in which I have an
interest alone or with others, which I have opened or open in the future,
with you for the purchase and sale of securities and commodities:
2. I am of full age and represent that I am not an employee of any exchange
or of a Member Firm of any Exchange or the NASD, or of a bank, trust company or
insurance company and that I will promptly notify you in writing if I become so
employed.
3. All transactions for my account shall be subject to the constitution,
rules, regulations, customs and usages, as the name may be
constituted from time to time, of the exchange of market (and its clearinghouse,
if any) where executed.
4. Any and all credit balances, securities, and all other property of
whatsoever kind, including but not limited to; property belonging to
me, owed to me, or in which I may have an interest held by you or carried for my
accounts, shall be subject to a general lien, for the discharge of my
obligations (including unmatured and contingent obligations) by you. This
general lien shall apply to all of my obligations to you, however arising
and without regard to whether or not you have made advances with respect to
such property. Such credit balances, securities,commodities or contracts
relating thereto and all other property, as referenced above, may, without
notice to me, be carried in your general loans, and all securities may be
pledged, repledged, hypothecated or rehypothecated, separately or in common
with other securities or any other property for the sum due to you thereon or
for a greater sum, without retaining in your possession and control, for
delivery a like amount of similar securities or other property. Any time and
from time to time you may, in your discretion, without notice to me, apply
and/or transfer any security, cash or any other property therein,
interchangeably between any accounts in which I may have an interest whether
individual, joint, or otherwise or from any of my accounts to any account
guaranteed by me. You are specifically authorized to transfer to my cash
account on the settlement day following a purchase made in that account, excess
funds available in any of my other accounts, including but not limited to
any free balances in any margin account or in any non-regulated, sufficient
to make full payment of this cash purchase. I agree that any debit
occurring in any of my accounts may be transferred by you at your option
to my margin account.
5. I will maintain such margins as you may in your discretion require from
time to time and will pay on demand any debit balance owing with respect to
any of my accounts. Whenever in your discretion you deem it desirable for your
protection, (and without the necessary of a margin call) including but not
limited to an instance where a petition in bankruptcy or for the appointment of
a receiver is filed by or against me, or an attachment is leveled against my
account, or in the event of notice of my death or incapacity, or in compliance
with the orders of any Exchange, you may, without prior demand, tender, and
without any notice of the time or place of sale, all of which are expressly
waived, sell any or all securities which may be in your possession, or which
you may be carrying for me, or buy any securities of which my account or
account or accounts may be short, in order to close out in whole or in part any
commitment in my behalf or your may place stop orders with respects to such
securities or commodities and such sale or purchase may be made at your
discretion on any Exchange or other market where such business is then
transacted, or at public auction or private sale, with or without advertising
and neither any demands, calls, tenders or notices which you may make or give
in anyone or more instances nor any prior course of conduct or dealings between
us shall invalidated of the aforesaid waivers on my part. You shall have the
right to purchase of your own account any or all of the aforesaid property at
any such sale, discharged of any right of redemption, which is hereby waived.
6. All orders for the purchase or sale of commodities for future delivery may
be closed out by you as when authorized or required by the Exchange where
made. Against a "long" position in any commodity contract, prior to maturity
thereof, and at least five business days before the first notice day of the
delivery month, I will give instructions to liquidate, or place you in
sufficient funds to take delivery; and in default thereof, or in the event
such liquidating instructions cannot be executed under prevailing conditions,
you may, without notice or demand, close out the contracts or take delivery
and dispose of the commodity upon any terms and by any method which may be
feasible. Against a "short" position in any commodity contract, prior to
maturity thereof, and at lease five business days before the last trading day
of the delivery month, I will give you instructions to cover or furnish you
with all necessary delivery documents and in default thereof, you may without
demand or notice, cover the contracts, or if orders to by in such contracts
cannot be executed under prevailing conditions, you may procure the actual
commodity and make delivery thereof upon any terms and by any method which
may be feasible.
7. All transactions in any of my accounts are to be paid for or required
margin deposited no later than 2:00 P.M. (ET) on the settlement date.
8. I agree to pay interest and service charges upon my accounts monthly at
the prevailing rate as determined by you.
9. I agree that, in giving orders to sell, all "short" sale orders will be
esignated as "short" by me and all "long" sale orders will be designated as
"long" by me and that the designation of a sell order as "long" is a
representation on my part that I own the security and, if the security is not
in your possession that it is not then possible to deliver the security to you
forthwith and I will deliver it on or before the settlement date.
Page 7 of 11
<PAGE>
10. Reports of the execution of orders and statements of my account shall be
conclusive if not objected to in writing addressed to the branch manager of
the office servicing such account(s) within five days and ten days,
respectively, after transmittal to me by mail or otherwise.
11. All communications including margin calls may be sent to me at my address
given you, or at such other address as I may hereafter give you in writing,
and all communications so sent, whether in writing or otherwise, shall be
deemed given to me personally, whether actually received or not.
12. No waiver of any provision of this agreement shall be deemed a waiver of
any other provision, nor a continuing waiver of the provision or provisions
so waived.
13. I understand that no provision of this agreement can be amended or
waived except in writing signed by an officer of your Company, and that
this agreement shall continue in force until its termination by me is
acknowledged in writing by an officer of your Company, or until written
notice of termination by you shall have been mailed to me at my address last
given you.
14. 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.
The undersigned agrees, and by carrying an account for the undersigned
you agree, 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. This contract shall be
governed by the laws of the State of New York, and shall inure to the benefit
of your successors and assigns, and shall be binding on the undersigned, my
heirs, executors, representatives, attorneys-in-fact, admistrators and
assigns. Any controversy arising out of or relating to my account, to
transactions with or for me or to this Agreement or the breach thereof, and
whether executed or to be executed within or outside of the United States,
shall be settled by arbitration before either the New York Stock Exchange,
Inc. or the National Association of Securities Dealers, Inc. or any other
self-regulatory organization of which Prudential Securities Incorporated is a
member, as I may elect and under the then existing arbitration procedures of
the forum I have elected. If I do not make such election by registered mail
addressed to you at your main office within five (5) days after demand by you
that I make such election, then you may make such election. Notice
preliminary to, in conjunction with, or incident to such arbitration
proceeding, may be sent to me by mail and personal service is hereby
waived. Judgment upon any award rendered by the arbitrators may be entered
in any court having jurisdiction thereof, without notice to me. 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.
15. If any provision hereof is or at any time should become inconsistent
with any present or future law, rule or regulation of any securitisor
commodities exchange or of any sovereign government or a regulatory body
thereof and if any of these bodies have jurisdiction over the subject matter
of this agreement, said provision shall be deemed to be superseded or
modified to conform to such law, rule or regulation, but in all other
respects this agreement shall continue and remain in full force and effect.
16. I agree that my broker is a third-party beneficiary of this Agreement
and that the terms and conditions hereof, including the arbitration provision,
shall be applicable to all matters between or among myself and either my broker
and/or Prudential Securities Incorporated.
Lending Agreement
You and any firm succeeding to your firm are hereby authorized from time to
time to lend separately or together with the property of others, either to
yourselves or to others, any properly, together with all attendant rights of
worship, which you may be carrying for me on margin. In connection with such
loans, you may receive and retain certain benefits to which I will not be
entitled. In certain circumstances, such loans may limit, in whole or in
part, my ability to exercise voting rights of the securities lent. This
authorization shall apply to all accounts carried by you for me and shall
remain in full force until written notice or revocation is received by you
at your principal office in New York.
By signing this agreement, I acknowledge that my securities may be loaned to
you or loaned out to others.
By signing this agreement, I acknowledge that I have received a copy of this
agreement.
This agreement contains a pre-dispute arbitration clause at page 1 at
paragraph 14.
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8/11/95 /s/Frank LaGalia /s/Lydia E. LaGalia
Date Client's Signature
Page 9 of 11
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Exhibit "B"
CLIENT AGREEMENT
Frank LaGalia
Account Name (herein referred to as I)
1. I agree as follows with respect to all of my accounts, in which I have
an interest alone or with others, which I have opened or open in the future,
with you for the purchase and sale of securities:
2. I am of full age and represent that I am not an employee of any exchange or
of a Member Firm of any Exchange or the NASD, or of a bank, trust company or
insurance company and that I will promptly notify you in writing if I become so
employed.
3. All transactions for my account shall be subject to the constitution,
rules, regulations, customs and usages, as the name may be constituted from
time to time, of the exchange of market (and its clearinghouse, if any) where
executed.
4. Any and all credit balances, securities, and all other property of
whatsoever kind, including but not limited to; property belonging to me, owed
to me, or in which I may have an interest held by you or carried for my
accounts, shall be subject to a general lien, for the discharge
of my obligations (including unmatured and contingent obligations) by you.
This general lien shall apply to all of my obligations to you, however
arising and without regard to whether or not you have made advances with
respect to such property. Such credit balances, securities, commodities
or contracts relating thereto and all other property, as referenced above,
may, without notice to me, be carried in your general loans, and all
securities may be pledged, repledged, hypothecated or rehypothecated,
separately or in common with other securities or any other property for the
sum due to you thereon or for a greater sum, without retaining in your
possession and control, for delivery a like amount of similar securities or
other property. Any time and from time to time you may, in your discretion,
without notice to me, apply and/or transfer any security, cash or any other
property therein, interchangeably between any accounts in which I may have
an interest whether individual, joint, or otherwise or from any of my
accounts to any account guaranteed by me. You are specifically authorized
to transfer to my cash account on the settlement day following a purchase
made in that account, excess funds available in any of my other accounts,
including but not limited to any free balances in any margin account or in
any non-regulated, sufficient to make full payment of this cash purchase. I
agree that any debit occurring in any of my accounts may be transferred by
you at your option to my margin account.
5. I will maintain such margins as you may in your discretion require from
time to time and will pay on demand any debit balance owing with respect to
any of my accounts. Whenever in your discretion you deem it desirable for
your protection, (and without the necessary of a margin call) including but
not limited to an instance where a petition in bankruptcy or for the
appointment of a receiver is filed by or against me, or an attachment is
leveled against my account, or in the event of notice of my death or
incapacity, or in compliance with the orders of any Exchange, you may,
without prior demand, tender, and without any notice of the time or place of
sale, all of which are expressly waived, sell any or all securities which may
be in your possession, or which you may be carrying for me, or buy any
securities of which my account or account or accounts may be short, in order
to close out in whole or in part any commitment in my behalf or your may
place stop orders with respects to such securities or commodities and such
sale or purchase may be made at your discretion on any Exchange or other market
where such business is then transacted, or at public auction or private sale,
with or without advertising and neither any demands, calls, tenders or
notices which you may make or give in anyone or more instances nor any prior
course of conduct or dealings between us shall invalidated of the aforesaid
waivers on my part. You shall have the right to purchase of your own account
any or all of the aforesaid property at any such sale, discharged of any
right of redemption, which is hereby waived.
6. All transactions in any of my accounts are to be paid for or required
margin deposited no later than 2:00 P.M. (ET) on the settlement date.
7. I agree to pay interest and service charges upon my accounts monthly at
the prevailing rate as determined by you.
8. I agree that, in giving orders to sell, all "short" sale orders will be
designated as "short" by me and all "long" sale orders will be designated as
"long" by me and that the designation of a sell order as "long" is a
representation on my part that I own the security and, if the security is not
in your possession that it is not then possible to deliver the security to you
forthwith and I will deliver it on or before the settlement date.
9. Reports of the execution of orders and statements of my account shall be
conclusive if not objected to in writing addressed to the branch manager of
the office servicing such account(s) within five days and ten days,
respectively, after transmittal to me by mail or otherwise.
10. All communications including margin calls may be sent to me at my
address given you, or at such other address as I may hereafter give you in
writing, and all communications so sent, whether in writing or otherwise,
shall be deemed given to me personally, whether actually received or not.
11. No waiver of any provision of this agreement shall be deemed a waiver of
any other provision, nor a continuing waiver of the provision
or provisions so waived.
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12. I understand that no provision of this agreement can be amended or waived
except in writing signed by an officer of your Company, and that this
agreement shall continue in force until its termination by me is acknowledged
in writing by an officer of your Company, or until written notice of
termination by you shall have been mailed to me at my address last given you.
13. 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.
The undersigned agrees, and by carrying an account for the undersigned you
agree, 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.
This contract shall be governed by the laws of the State of New York,
and shall inure to the benefit of your successors and assigns, and shall be
binding on the undersigned, my heirs, executors, representatives, attorneys-
in-fact, admistrators and assigns. Any controversy arising out of or relating
to my account, to transactions with or for me or to this Agreement or the breach
thereof, and whether executed or to be executed within or outside of the
United States, shall be settled by arbitration before either the New York
Stock Exchange, Inc. or the National Association of Securities Dealers, Inc.
or any other self-regulatory organization of which Prudential Securities
Incorporated is a member, as I may elect and under the then existing
arbitration procedures of the forum I have elected. If I do not make such
election by registered mail addressed to you at your main office within five
(5) days after demand by you that I make such election, then you may make
such election. Notice preliminary to, in conjunction with, or incident to
such arbitration proceeding, may be sent to me by mail and personal service is
hereby waived. Judgment upon any award rendered by the arbitrators may be
entered in any court having jurisdiction thereof, without notice to me. 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.
14. If any provision hereof is or at any time should become inconsistent with
any present or future law, rule or regulation of any securities or
commodities exchange or of any sovereign government or a regulatory body
thereof and if any of these bodies have jurisdiction over the subject matter
of this agreement, said provision shall be deemed to be superseded or
modified to conform to such law, rule or regulation, but in all other
respects this agreement shall continue and remain in full force and effect.
15. I agree that my broker is a third-party beneficiary of this Agreement
and that the terms and conditions hereof, including the arbitration provision,
shall be applicable to all matters between or among myself and either my broker
and/or Wexford Clearing Services Corporation.
Lending Agreement
You and any firm succeeding to your firm are hereby authorized from time to
time to lend separately or together with the property of others, either to
yourselves or to others, any properly, together with all attendant rights of
worship, which you may be carrying for me on margin. In connection with such
loans, you may receive and retain certain benefits to which I will not be
entitled. In certain circumstances, such loans may limit, in whole or in
part, my ability to exercise voting rights of the securities lent. This
authorization shall apply to all accounts carried by you for me and shall
remain in full force until written notice or revocation is received by you
at your principal office in New York.
By signing this agreement, I acknowledge that my securities may be loaned to
you or loaned out to others.
By signing this agreement, I acknowledge that I have received a copy of this
agreement.
This agreement contains a pre-dispute arbitration clause at page 1 at
paragraph 13.
/s/Frank LaGalia
Date Client's Signature
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