<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rexene Corporation
------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
------------------------------------------------
(Title of Class of Securities)
761683-10-1
------------------------------------------------
(CUSIP Number)
John P. Gourary, Esq.
Howard, Darby & Levin
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 9, 1995
------------------------------------------------
(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 [X].
Page 1 of 9 Pages
Exhibit Index is on Page 8
<PAGE>
- ---------------------- ------------------
CUSIP No. 761683-10-1 13D Page 2 of 9 Pages
- ---------------------- ------------------
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen C. Swid
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
PF, 00
- --------------------------------------------------------------------------------
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 7 Sole Voting Power
Shares 950,986
-------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 11,000
-------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 950,986
-------------------------------------------------------
Person With 10 Shared Dispositive Power
11,000
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
961,986
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
5.1%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
- ---------------------- ------------------
CUSIP No. 761683-10-1 13D Page 3 of 9 Pages
- ---------------------- ------------------
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stephen D. Weinroth
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Sources of Funds (See Instructions)
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 7 Sole Voting Power
Shares 233,350
-------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned by 0
-------------------------------------------------------
Each 9 Sole Dispositive Power
Reporting 233,350
-------------------------------------------------------
Person With 10 Shared Dispositive Power
0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
233,350
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
1.2%
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
------------------
Page 4 of 9 Pages
------------------
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates is the
Common Stock, par value $.01 per share ("Shares"), of Rexene Corporation, a
Delaware corporation (the "Issuer"), with its principal executive offices
located at 5005 LBJ Freeway, Dallas, Texas 75244.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement are Stephen C. Swid ("SCS") and Stephen
D. Weinroth ("SDW" and, together with SCS, the "Reporting Persons"). Each
Reporting Person is a citizen of the United States of America.
SCS's principal occupation or employment is serving as the Chairman of the
Board of Directors, and President and Chief Executive Officer, of SCS
Communications Inc. ("SCS Communications"). SCS's business address is c/o SCS
Communications Inc., 152 West 57th Street, 57th Floor, New York, New York 10019.
SCS Communications's principal businesses are publishing and investing in
securities; its principal executive offices are located at 152 West 57th Street,
57th Floor, New York, New York 10019. SCS also serves as Co-Chairman of the
Board of Directors, and Co-Chief Executive Officer, of Vetta Sports, Inc.
("Vetta").
SDW's principal occupation or employment is serving as the Co-Chairman of
the Board of Directors, and Co-Chief Executive Officer of, Vetta. SDW's business
address is c/o Vetta Sports, Inc., 152 West 57th Street, 57th Floor, New York,
New York 10019. Vetta's principal business is designing and distributing bicycle
accessories; its principal executive offices are located at 152 West 57th
Street, 57th Floor, New York, New York 10019. SDW also serves as a Director of
SCS Communications.
Neither Reporting Person has during the last five years (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The aggregate purchase price for 961,986 Shares purchased by SCS, including
payment of commissions, was $8,245,873. The purchases of these Shares were
funded from cash available to SCS and to those persons with whom SCS shares
beneficial ownership as set forth in Item 5(b) below, and through borrowings
pursuant to customer agreements between SCS and Bear, Stearns & Co. Inc., a
customer agreement between SCS and Neuberger & Berman and a margin account
application and agreement between SCS and Goldman, Sachs & Co. (collectively,
the "Margin Agreements").
The aggregate purchase price for the 233,350 Shares purchased by SDW,
including payment of commissions, was $1,621,936.25. The purchases of these
Shares were funded from cash available to SDW.
ITEM 4. PURPOSE OF TRANSACTION.
Each Reporting Person has acquired his Shares for investment purposes. Each
Reporting Person believes that the Shares represent an attractive investment
opportunity. Each Reporting Person will continue to evaluate his investment in
the Issuer on the basis of various factors, including the Issuer's business,
financial condition, results of operations and prospects, general economic and
industry conditions, the securities markets in general and those for the
Issuer's securities in particular, such Reporting Person's
<PAGE>
------------------
Page 5 of 9 Pages
------------------
own financial condition, other investment opportunities and other future
developments. Based upon such evaluation, each Reporting Person will take such
actions in the future as such Reporting Person may deem appropriate in light of
the circumstances existing from time to time. If either Reporting Person
believes that further investment in the Issuer is warranted, whether because of
the market prices for the Issuer's securities or otherwise, such Reporting
Person may acquire additional Shares or other securities of the Issuer, either
in the market or in privately negotiated transactions. Similarly, depending on
market and other factors, either Reporting Person may determine to dispose of
some or all of the Shares currently owned by such Reporting Person or otherwise
acquired by such Reporting Person, either in the market or in privately
negotiated transactions.
Except as set forth in this Item 4, the Reporting Persons have no plans or
proposals with respect to any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D. Each Reporting Person, however, reserves the
right, either individually or together with one or more of the other
shareholders of the Issuer, to determine in the future to take or cause to be
taken one or more of such actions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The following table sets forth information with respect to the Shares
beneficially owned by each Reporting Person as of the close of business on March
16, 1995:
<TABLE>
<CAPTION>
Number of Approximate Percentage of
Name Shares Outstanding Shares (1)
---- ------------- -------------------------
<S> <C> <C>
SCS 961,986(2)(3) 5.1%(2)(3)
SDW 233,350(2)(3) 1.2%(2)(3)
</TABLE>
- ---------------
(1) Computed on the basis of 18,717,797 Shares outstanding as of March 9, 1995
as specified by the Issuer in a letter dated March 14, 1994.
(2) The Reporting Persons may be deemed to be a "group" within the meaning of
Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the
"Act"), by virtue of an understanding between them to act together from
time to time for the purpose of acquiring, holding, voting, or disposing of
Shares. Thus, pursuant to Rule 13d-5, each Reporting Person may be deemed
to beneficially own all Shares beneficially owned by the other Reporting
Person. Each Reporting Person disclaims beneficial ownership of such
Shares.
(3) Does not include an aggregate of 236,000 Shares (1.3% of the outstanding
Shares) beneficially owned by Allen Investments III, an affiliate of Allen
& Company Incorporated, and Stanley S. Shuman, an executive officer of
Allen & Company Incorporated. On March 9 and 10, 1995, Allen Investments
III and Mr. Shuman purchased such Shares in participation with the purchase
by the Reporting Persons of 339,049 Shares in two block trades executed on
the New York Stock Exchange (the "NYSE"). Pursuant to such transaction, SCS
and SDW acquired beneficial ownership of 236,049 Shares and 103,000 Shares,
respectively. Solely by virtue of such purchases, Allen Investments III and
Mr. Shuman may be deemed to be part of a "group" together with SCS and SDW
within the meaning of Rule 13d-5. However, no agreement exists between
either of the Reporting Persons and either of Allen Investments III and
Mr. Shuman with respect to any further acquisitions of Shares or the
holding, voting or disposing of Shares. Each Reporting Person disclaims
(i) beneficial ownership of Shares beneficially owned by Allen Investments
III or Mr. Shuman and (ii) being part of a 'group' together with Allen
Investments III and Mr. Shuman within the meaning of Rule 13d-5. The
Reporting Persons have
<PAGE>
------------------
Page 6 of 9 Pages
------------------
been informed by Allen Investments III and Mr. Shuman that Allen
Investments III and Mr. Shuman intend to file with the Securities and
Exchange Commission a statement on Schedule 13D with respect to the
transactions described in this Note (3).
(b) SCS has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 950,986 Shares that he beneficially owns. SCS
shares the power to vote or to direct the vote and to dispose or to direct the
disposition of 11,000 Shares that he beneficially owns. With respect to 6,000 of
such 11,000 Shares, SCS shares the power to vote or to direct the vote and to
dispose or to direct the disposition of such Shares with Robert Lifton, Nan G.
Swid and Richard A. Eisner. With respect to 2,000, 1,800 and 1,200 of such
11,000 Shares, SCS shares the power to vote or to direct the vote and to dispose
or to direct the disposition of such Shares with Jill H. Swid, Robin S. Swid and
Scott L. Swid, respectively. SCS is the husband of Nan G. Swid and the father of
Jill H. Swid, Robin S. Swid and Scott L. Swid. Each of Robert Lifton, Richard A.
Eisner, Nan G. Swid, Jill H. Swid, Robin S. Swid and Scott L. Swid is a citizen
of the United States of America.
SDW has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of the 233,350 Shares that he beneficially owns.
Robert A. Lifton's principal occupation or employment is serving as the
Chairman of the Board of Directors of Stanoff Corporation. Mr. Lifton's business
address is c/o Stanoff Corporation, 805 Third Avenue, 26th Floor, New York, New
York 10022. Stanoff Corporation's principal business is real estate investment;
its principal executive offices are located at 805 Third Avenue, 26th Floor, New
York, New York 10022.
Richard A. Eisner's principal occupation or employment is as a managing
partner in Richard A. Eisner & Co. Mr. Eisner's business address is c/o Richard
A. Eisner & Co., 575 Madison Avenue, New York, New York 10022. Richard A. Eisner
& Co. is an accounting firm; its principal executive offices are located at 575
Madison Avenue, New York, New York 10022.
Nan G. Swid's principal occupation or employment is serving as President of
Swid Powell. Mrs. Swid's business address is c/o Swid Powell, 55 West 13th
Street, New York, New York 10011. Swid Powell's principal business is
manufacturing tableware; its principal executive offices are located at 55 West
13th Street, New York, New York 10011.
Jill H. Swid's principal occupation or employment is serving as Fashion
Editor of Spin Magazine. Ms. Swid's business address is c/o Spin Magazine, 6
West 18th Street, New York, New York 10011. Spin Magazine's principal business
is magazine publishing; its principal executive offices are located at 6 West
18th Street, New York, New York 10011.
Robin S. Swid's principal occupation or employment is as an actress. Ms.
Swid's residential address is 311 South Swall Drive, Los Angeles, California
90048.
Scott L. Swid's principal occupation or employment is as a portfolio
manager at Kingdon Capital Management Corporation. Mr. Swid's business address
is c/o Kingdon Capital Management Corporation, 152 West 57th Street, 50th Floor,
New York, New York 10019. Kingdon Capital Management Corporation's principal
business is acting as an investment advisor; its principal executive offices are
located at 152 West 57th Street, 50th Floor, New York, New York 10019.
To the best knowledge of the Reporting Persons, none of Robert Lifton,
Richard A. Eisner, Nan G. Swid, Jill H. Swid, Robin S. Swid and Scott L. Swid
has during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil
<PAGE>
------------------
Page 7 of 9 Pages
------------------
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.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty days by each of the persons named in Item 5(a)
above. Except as otherwise indicated, the transactions set forth below were
market purchases effected on the NYSE.
<TABLE>
<CAPTION>
Price Per SCS SDW
Trade Date Share ($) Shares Shares
---------- ---------- ------ ------
<S> <C> <C> <C>
2/14/95 11.125 100,000 --
11.125 5,000 --
11.00 1,000 --
2/15/95 11.00 9,000 --
2/16/95 11.00 10,000 --
2/17/95 10.13 30,000 --
3/9/95 9.75 150,049(1) 75,000(1)
3/10/95 9.75 86,000(1) 28,000(1)
</TABLE>
- ---------------
(1) As described in Note (3) to the table set forth in Item 5(a), on March 9
and 10, 1995, Allen Investments III and Stanley S. Shuman purchased an
aggregate of 236,000 Shares (150,000 on March 9 and 86,000 on March 10) in
participation with the purchase of the Shares by the Reporting Persons in
two block trades executed on the NYSE.
(d) With respect to 947,986 of the 961,986 Shares beneficially owned by
SCS, no person other than SCS has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such Shares.
With respect to the other 14,000 Shares beneficially owned by SCS, persons in
addition to SCS have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such Shares.
With respect to the 233,350 Shares beneficially owned by SDW, no person
other than SDW has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, such Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Persons are parties to a Joint Filing Agreement, a copy of
which is attached hereto as Exhibit 1, with respect to the filing of this
Statement and any amendments hereto.
<PAGE>
------------------
Page 8 of 9 Pages
------------------
31,000 Shares beneficially owned by SCS and 40,000 Shares beneficially
owned by SDW have been pledged as collateral to support a letter of credit
issued by Citibank, N.A. for the account of Vetta in the ordinary course of
Vetta's business in accordance with hypothecation agreements, copies of the form
of which are attached hereto as Exhibit 2 (the "Hypothecation Agreements").
SCS is a party to the Margin Agreements, copies of which are attached
hereto as Exhibit 3.
Except as described in this filing, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 hereof and between such persons and any other person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any
of such securities, finder's fees, joint ventures, loan or option arrangements,
put or calls, guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement.
Exhibit 2 Form of Hypothecation Agreements.
Exhibit 3 Margin Agreements.
<PAGE>
------------------
Page 9 of 9 Pages
------------------
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Dated: March 17, 1995
/s/ Stephen C. Swid
----------------------------
Stephen C. Swid
/s/ Stephen D. Weinroth
----------------------------
Stephen D. Weinroth
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, par value $.01 per share, of Rexene Corporation,
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings. In evidence thereof, the undersigned have executed this
Joint Filing Agreement this 16th day of March, 1995.
/s/ Stephen C. Swid
-------------------------------
Stephen C. Swid
/s/ Stephen D. Weinroth
-------------------------------
Stephen D. Weinroth
<PAGE>
EXHIBIT 2
FORM OF HYPOTHECATION AGREEMENTS
CITIBANK
GENERAL HYPOTHECATION AGREEMENT
Office or Branch
In consideration of any existing liability of the undersigned to Citibank,
N.A. (the "Bank") and/or in order to induce the Bank, acting in its discretion,
to make loans or otherwise to extend or continue credit at any time(s) to the
undersigned or to others on the request, indorsement or guarantee of the
undersigned, the undersigned hereby agree(s):
I. That, as security for all indebtedness and other liabilities of the
undersigned to the Bank, now or hereafter existing whether directly created or
acquired by assignment or otherwise and whether absolute or contingent (the
"Obligations"), the Bank shall have and is hereby given a lien upon and a
security interest in any and all property in which the undersigned at any time
has rights and which at any time has been delivered, transferred, pledged,
mortgaged or assigned to, or deposited in or credited to an account with, the
Bank, or any third party(ies) acting in its behalf or designated by it, or
otherwise at any time is in the possession or under the control or recorded on
the books of or has been transferred to the Bank, or any third party(ies) acting
in its behalf or designated by it, whether expressly as collateral or for
safekeeping or for any other or different purpose, including (without
limitation) any property which may be in transit by mail or carrier for any
purpose, or covered or affected by any documents in the Bank's possession, or in
possession of any such third party(ies), and in any and all property in which
the undersigned at any time has rights and in which at any time a security
interest has been transferred to the Bank, and if the aggregate market value of
the aforesaid property should at any time in the opinion of the Bank or any of
its officers suffer any decline or should any such property be deemed by the
Bank or any of its officers to be unsatisfactory or inadequate, or should any
such property fail to conform to legal requirements, then and in any such event
the undersigned will (to the satisfaction of the Bank) deliver or transfer to
the Bank additional property or a security interest therein to be subject to the
terms and provisions hereof or make payments to it on account of the
Obligations. Stock dividends and the distributions on account of any stock or
other securities subject to the terms and provisions hereof shall be deemed an
increment thereto and if not received directly by the Bank shall be delivered
immediately to it by the undersigned in form for transfer.
II. That the Bank shall exercise reasonable care in the custody of any
property at any time(s) in its possession or control hereunder, or otherwise
subject to the terms and provisions hereof, but shall be deemed to have
exercised reasonable care if such property is accorded treatment substantially
equal to that which the Bank accords its own property (it being understood that
the Bank shall have no responsibility for ascertaining or taking action with
<PAGE>
respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any property and whether or not the Bank has or is deemed to have
knowledge of such matters), or if the Bank takes such action with respect to the
property as the undersigned shall reasonably request in writing, but no failure
to comply with any such request nor any omission to do any such act requested by
the undersigned shall be deemed a failure to exercise reasonable care, nor shall
any failure of the Bank to take necessary steps to preserve rights against any
parties with respect to any property in its possession or control, or otherwise
subject to the terms and provisions hereof, be deemed a failure to exercise
reasonable care.
III. That, in addition it its rights and interests as herein set forth, the
Bank may, at its option at any time(s) and with or without notice to the
undersigned, appropriate and apply to the payment or reduction, either in whole
or in part, of the amount owing on any one or more of the Obligations, whether
or not then due, and any and all moneys now or hereafter with the Bank, on
deposit or otherwise to the credit of or belonging to the undersigned, it being
understood and agreed that the Bank shall not be obligated to assert or enforce
any rights, liens or security interests hereunder or to take any action in
reference thereto, and that the Bank may in its discretion at any time(s)
relinquish its rights as to particular property or in any instance without
thereby affecting or invalidating its rights hereunder as to any other property
hereinbefore referred to or in any similar or other circumstance.
IV. That in the event of the happening of any one or more of the following,
any one of which shall constitute an event of default, to-wit: (a) the
non-payment of any of the Obligations; (b) the failure of the undersigned
forthwith, with or without notice, to furnish additional collateral or make
payments on account, in either case to the satisfaction of the Bank, as
hereinbefore agreed; (c) the insolvency, death, failure in business or
suspension of usual business, dissolution or termination of existence of the
undersigned; (d) the filing of a petition in bankruptcy by or against the
undersigned or any guarantor of any of the Obligations, or the commencement of
any proceedings in bankruptcy, or under any Acts of Congress relating to the
relief of debtors, for the relief of readjustment of any indebtedness of the
undersigned or any such guarantor as aforesaid, either through the commencement
of voluntary liquidation, reorganization, composition, extension or otherwise;
(e) the making of an assignment for the benefit of creditors or the taking
advantage of any insolvency law by the undersigned or any such guarantor; (f)
the appointment of a receiver, conservator, liquidator, or similar officer for,
or for any property of, the undersigned or any such guarantor; (g) the
application by the Securities Investor Protection Corporation for a decree under
the Securities Investor Protection Act that customers of the undersigned or any
guarantor of the obligations are in need of protection thereunder; (h) any
seizure, vesting or intervention by or under authority of a government, by which
the management of either the undersigned or any such guarantor is displaced or
its authority in the conduct of its business is curtailed; (i) the attachment of
or restraint as to any funds or other property in which the undersigned has
rights and which may be in, or come into, the possession or control of the Bank,
or of any third party acting for or designated by the Bank, or in which a
security interest has been transferred to the Bank, or the issuance of any order
of court or other legal process against the same; (j) the suspension for a
period exceeding 30 days by, or expulsion from, the New York Stock Exchange, or
any other
-2-
<PAGE>
Exchange or the National Association of Securities Dealers, of the undersigned -
then, or at any time after the happening of any such event of default, any or
all of the Obligations then existing, although otherwise unmatured or
contingent, shall at the option of the Bank, as evidenced by its endorsements on
the evidences of such obligations or hereon to such effect, become due and
payable forthwith, without demand upon or notice to the undersigned.
Furthermore, upon the occurrence of any such event of default the Bank shall
have all of the rights and remedies provided to a secured party by the Uniform
Commercial Code in effect in New York State at that time and the undersigned
further agrees that (1) in the event that notice is necessary, written notice
mailed to the undersigned at the address given below three business days prior
to the date of public sale of property subject to the security interest of the
Bank or prior to the date after which private sale or any other disposition of
said property will be made shall constitute reasonable notice, but notice given
in any other reasonable manner or at any other reasonable time shall be
sufficient; (2) without precluding any other methods of sale, the sale of
property shall have been made in a commercially reasonable manner if conducted
in conformity with reasonable commercial practices of banks disposing of similar
property, but in any event, the Bank may sell at its option on such terms as it
may choose without assuming any credit risk and without obligation to advertise;
and (3) the Bank may require the undersigned to assemble the property subject to
the security interest of the Bank and to make such property available to the
Bank at a time and place designated by the Bank, all at the expense of the
undersigned.
V. That the undersigned will pay to the Bank, as soon as incurred, all
costs and expenses, including attorneys' fees, related or incidental to the
care, holding, retaking, preparing for sale, selling or collection of or
realization upon any of the property or relating or incidental to the
establishment or preserving or enforcement of the rights of the Bank hereunder
or in respect of any of the property, and obtaining legal advice to any of the
foregoing. Further, that net proceeds of the property, resulting from sale,
collection or otherwise, and other available moneys coming into the hands of the
Bank may be applied by it, before or after default, to the satisfaction or
reduction of such of the Obligations or costs and expenses as it may see fit,
whether or not matured.
VI. That all rights of the Bank and liens of the Bank shall continue
unimpaired, and that the undersigned shall be and remain bound by the
Obligations in accordance with the terms thereof, notwithstanding the release of
any of the aforementioned property, or of any rights or interests therein, or
any delay, extension of time, renewal, compromise or other indulgence granted by
the Bank in reference to any of the Obligations or any promissory note, draft,
bill of exchange or other instrument or other obligations given in connection
therewith or constituting a part of the said property, the undersigned hereby
waiving all notice of any such delay, extension, release, substitution, renewal,
compromise or other indulgence, and hereby consenting to be bound thereby as
fully and effectually as if the undersigned had expressly agreed thereto in
advance.
VII. That the Bank may, at its option and without obligation to do so,
transfer to or register in the name of its nominee(s), including any "clearing
corporation" "custodian bank" as defined in the Uniform Commercial Code in
effect in New York State and any
-3-
<PAGE>
nominee(s) thereof, all or any part of the aforementioned property and it may do
so before or after the maturity of any of the Obligations and with or without
notice to the undersigned.
VIII. That the Bank may assign or otherwise transfer all or any of the
Obligations, and may deliver all or any of the property to the transferee(s),
who shall thereupon become vested with all the powers and rights in respect
thereof given to the Bank herein or otherwise and the Bank shall thereafter be
forever relieved and fully discharged from any liability or responsibility with
respect thereto, all without prejudice to the retention by the Bank of all
rights and powers not so transferred.
IX. That the word "property" as used herein includes goods and merchandise,
funds, cash balances, securities (including certificated, uncertificated and
book-entry securities) accounts receivables, choses in action and any and all
other forms of property whether real, personal or mixed, together with the
proceeds thereof, any right, title or interest therein or thereto, and any
documents relative thereto.
X. That this is a continuing agreement and shall remain in full force and
effect (notwithstanding any interruptions in the business relationships between
the Bank and the undersigned) until written notice shall have been received by
the Bank that it has been revoked, but any such notice shall not release or
impair any rights, interest or options theretofore acquired by the Bank.
Furthermore that, if any of the provisions of this Agreement is terminated by
operation of law as against the undersigned, the undersigned will indemnify and
save the Bank, its successors or assigns, harmless from any loss which may be
suffered or incurred by the Bank in making, giving, or extending any loans or
other credit or otherwise acting in reliance hereon prior to receipt by it of
notice in writing of such termination.
XI. That, if this Agreement is executed by two or more parties, they shall
be severally bound and committed hereunder, and the term "undersigned" wherever
used herein shall be construed to refer to each of such parties separately, all
in the same manner and with the same effect as if each of them had signed
separate instruments. If any party hereto is a partnership, the agreements
herein contained shall remain in force and applicable notwithstanding changes in
the individuals comprising the partnership, and the term "undersigned" shall
include any altered or successor partnerships, but the predecessor partnerships
and their partners shall not thereby be released from any liability.
XII. That this Agreement shall be deemed to have been made under, and shall
be governed by, the laws of the State of New York in all respects, including
matters of construction, validity and performance, and that none of its terms or
provisions may be waived, altered, modified, or amended except as the Bank may
consent thereto in writing.
-4-
<PAGE>
XIII. That the Bank is authorized, at its option, to file Financing
Statement(s), Amendments and Continuation Statement(s) without the signature of
the undersigned with respect to any of the aforementioned property; the
undersigned agrees to pay the cost of any such filing, and to sign upon request
any instruments, documents or other papers which the Bank may require to perfect
its security interest therein.
Dated, this __________ day of _________________, 19__.
Signature_____________________________________
Address ______________________________________
Signature_____________________________________
Address ______________________________________
-5-
<PAGE>
EXHIBIT 3
Bear, Stearns & Co. Inc. CUSTOMER AGREEMENT
2 Broadway
New York, N.Y. 10004
PLEASE READ CAREFULLY SIGN AND RETURN
This Agreement sets forth the terms and conditions under which we, Bear,
Stearns & Co. Inc., its successors and assigns ("Bear Stearns") will maintain
your account for purchases and sales of securities and other property. You
understand that if your account is a cash account the provisions of paragraphs
15 and 16 are not binding upon you unless you enter into a margin transaction.
1. APPLICABLE LAW AND REGULATIONS. All transactions in your account shall
be subject to all applicable law and the rules and regulations of all federal,
state and self-regulatory agencies including but not limited to the Board of
Governors of the Federal Reserve System and the constitution, rules and customs
of the exchange or market (and its clearing house) where executed.
2. SECURITY INTEREST AND LIEN. You agree that Bear Stearns shall have a
continuing security interest in all your property including but not limited to
securities, commodity futures contracts, commercial paper, monies, and any after
acquired property held by it or carried in your accounts, as security for the
payment of all your obligations and liabilities to Bear Stearns. In the event of
a breach or default under this Agreement, Bear Stearns shall have all 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.
3. DEPOSITS ON CASH TRANSACTIONS. If at any time Bear Stearns 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.
4. BREACH, BANKRUPTCY OR DEFAULT. Any breach of this Agreement or the
filing of a petition in bankruptcy or for the appointment of a receiver by or
against you or the levy of an attachment against your account(s) with Bear
Stearns, or your death, mental incompetence or dissolution, shall constitute at
Bear Stearns' election, a default by you under all other agreements which Bear
Stearns may then have with you (whether heretofore or hereafter entered into)
for the purchase from you or sale to you of any property or any other type of
transaction. Bear Stearns reserves the right to sell any and all property in
your account(s) with it (either individually or jointly with others) to buy any
or all property which may be short in such accounts and/or to cancel all
outstanding transactions and to offset any indebtedness in your account against
any other account you may have (either individually or jointly with others) and
you shall be liable to Bear Stearns for any loss and/or costs sustained. Such
purchases and/or sales may be public or private and may be made without notice
or
<PAGE>
advertisement and in such manner as Bear Stearns may in its discretion
determine. At any such sale or purchase, Bear Stearns may purchase or sell the
property free of any right of redemption.
5. BINDING UPON YOUR ESTATE. You hereby agree that this Agreement and all
the terms thereof shall be binding upon your heirs, executors, administrators,
personal representatives and assigns.
6. FINALITY OF REPORTS. Reports of the execution of orders and statements
of your account shall be conclusive if not objected to in writing within five
days and ten days, respectively, after transmittal to you by mail or otherwise.
7. RECEIPT OF TRUTH-IN-LENDING. You hereby acknowledge receipt of Bear
Stearns' Truth-in-Lending disclosure statement. You understand that interest
will be charged on any debit balances in accordance with the methods described
in this statement or in any amendment or revision thereto which may be provided
to you.
8. CLEARANCE ACCOUNTS. If Bear Stearns carries your account as clearing
broker by arrangement with your broker, then, unless Bear Stearns receives from
you a written notice to the contrary, Bear Stearns shall accept from such other
broker, without any inquiry or investigation by it, (i) orders for the purchase
or sale of securities and other property in your account on margin or otherwise
and (ii) any other instructions concerning your account. You understand and
agree that Bear Stearns shall have no responsibility or liability to you for any
acts or omissions of such other broker, its officers, employees or agents. Your
broker has authorized us to enter into this agreement with you on its behalf,
and the terms and conditions hereof, including the arbitration provision, shall
be applicable to all matters between us, your broker and you.
9. COSTS OF COLLECTION. In the event that Bear Stearns has to employ
counsel of a collection agency to collect any debit balance which you owe, you
hereby authorize Bear Stearns to charge you for the reasonable costs of
collection including but not limited to attorneys' fees, court costs and
expenses whatsoever in nature incurred by it in effecting said collection.
10. IMPARTIAL LOTTERY ALLOCATIONS. You agree, that in the event Bear
Stearns holds on your behalf bonds or preferred stocks in street or bearer form
which are callable in part, you will participate in the impartial lottery
allocation system of the called securities in accordance with the rules of the
New York Stock Exchange Inc. Further you understand when the call is favorable,
no allocation will be made to any account in which Bear Stearns, its partners or
employees have financial interest until all other customers are satisfied on an
impartial lottery basis.
11. WAIVER, ASSIGNMENT AND NOTICES. 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. Bear Stearns' failure to
insist at any time
-2-
<PAGE>
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 Bear Stearns of any of its rights or privileges. This
Agreement contains the entire understanding between you and Bear Stearns
concerning the subject matter of this Agreement. You may not assign your rights
and obligations hereunder without first obtaining the prior written consent of
Bear Stearns. Notice or other communications including margin calls delivered or
mailed to the address given below shall, until Bear Stearns has received notice
in writing of a different address, be deemed to have been personally delivered
by you.
12. 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.
13. ARBITRATION. It is understood that the following agreement to arbitrate
does not constitute a waiver of the right to seek a judicial forum where such a
waiver would be void under the federal securities laws.
The undersigned agrees, and by carrying an account for the undersigned you
agree, that except as inconsistent with the foregoing sentence, 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 in accordance with the rules, then in effect, of the
National Association of Securities Dealers, Inc., the Board of Governors of the
New York Stock Exchange, Inc. or the Board of Governors of the American Stock
Exchange, Inc. as you may elect. If you do not make such election by registered
mail addressed to Bear Stearns at 55 Water Street, New York, New York 10041,
Attention: Director Legal and Compliance Department, within five days after
demand by Bear Stearns that you make such election, then Bear Stearns may make
such election Judgment upon any award rendered by the arbitrators may be entered
in any court having jurisdiction thereof.
14. PARTIAL UNENFORCEABILITY. If any provisions herein are or should become
inconsistent with any present or future law, rule or regulation of any sovereign
government or a regulatory body having jurisdiction over the subject matter of
this Agreement, such provision shall be deemed to be rescinded or modified in
accordance with any such law, rule or regulation. In all other respects, this
Agreement shall continue and remain in full force and effect.
15. MARGIN IN MARGIN ACCOUNTS (NOT APPLICABLE TO CASH ACCOUNTS). You hereby
agree to maintain such margins in your margin account as Bear Stearns may in its
discretion require and you agree to pay forthwith on demand any debit balance
owing with respect to any of your margin accounts, and if not paid this shall be
a breach of this Agreement and Bear Stearns may take such action as it considers
necessary for its protection in accordance with this Agreement. You will be
charged interest on your debit balance which if not paid at the close of an
interest period will be added to the opening balance for the next
-3-
<PAGE>
interest period. Please consult the Truth-In-Lending disclosure statement for an
outline of Bear Stearns margin policies.
16. CUSTOMER'S CONSENT TO LOAN OR PLEDGE OF SECURITIES (NOT APPLICABLE TO
CASH ACCOUNTS). You hereby authorize Bear Stearns to lend either to itself or to
others any securities held by Bear Stearns in your margin account and to carry
all such property in its general loans and such property may be pledged,
repledged, hypothecated or rehypothecated either separately or in common with
other such property for any amounts due to Bear Stearns thereon or for a greater
sum, and Bear Stearns shall have no obligation to retain a like amount of
similar property in its possession and control.
BY SIGNING THIS AGREEMENT YOU ACKNOWLEDGE
THAT THE SECURITIES IN YOUR MARGIN ACCOUNT MAY
BE LOANED TO BEAR STEARNS OR LOANED OUT TO OTHERS.
Persons signing on behalf of others please
indicate title or capacity in which you have signed
Stephen C. Swid
__________________________ __________________________
(Typed or Printed Name) (Mailing Address)
/s/ Stephen C. Swid
__________________________ Acct. No._________________
(Signature)
__________________________ Date______________________
(Typed or Printed Name)
__________________________
(Signature)
-4-
<PAGE>
BEAR, STEARNS & CO. INC.
245 PARK AVENUE
(212) 272-2060
CUSTOMER AGREEMENT
PLEASE READ CAREFULLY, SIGN AND RETURN
This agreement ("Agreement") sets forth the terms and conditions under
which Bear, Stearns & Co. Inc., its successors and assigns ("Bear Sterns"), will
maintain your account for purchases and sales of securities and other property.
If your account is a cash account and you have fully paid for all securities
therein, the provision of paragraphs 16 and 18 shall not bind you unless you
enter into a margin transaction.
1. APPLICABLE LAW AND REGULATIONS. All transactions by your account shall
be subject to all applicable law and the rules and regulations of all federal,
state and self-regulatory agencies, including, but not limited to, the Board of
Governors of the Federal Reserve System and the constitution, rules and customs
of the exchange or market (and clearing house) where executed.
2. SECURITY INTEREST AND LIEN. As security for the payment of all of your
obligations and liabilities to Bear Stearns, Bear Stearns shall have a
continuing security interest in all property in your accounts or otherwise held
by Bear Stearns or its affiliates, including, but not limited to, securities,
commodity futures contracts, commercial paper and after-acquired property. In
addition, in order to satisfy any of your outstanding liabilities or
obligations, Bear Stearns may, at any time and without prior notice to you, use,
apply or transfer any or all securities or other property interchangeably in any
accounts in which you have an interest. In the event of a breach or default
under this Agreement, Bear Stearns shall have all rights and remedies available
to a secured creditor under any applicable law in addition to the rights and
remedies provided herein.
3. DEPOSITS ON CASH TRANSACTIONS. Whenever Bear Stearns, in its sole
discretion, considers it necessary for its protection, it may require you to
deposit cash or collateral immediately in your account prior to any applicable
settlement date in order to assure due performance of your open contractual
commitments.
4. BREACH, BANKRUPTCY AND DEFAULT. Any breach of this Agreement or the
filing of a petition or other proceeding in bankruptcy, insolvency, or for the
appointment or a receiver by or against you, the levy of an attachment against
your accounts with Bear Stearns, or your death, mental incompetence or
dissolution, or any other grounds for insecurity, determined by Bear Stearns in
its sole discretion, shall constitute, at Bear Stearns' election, a default by
you under all agreements Bear Stearns may then have with you, whether heretofore
or hereafter entered into. In the event of default, Bear Stearns reserves the
right to sell, without prior notice to you, any and all property in your
accounts (either individually or jointly with others), to buy any or all
property which may be short in such accounts, to cancel all
<PAGE>
outstanding transactions and/or to purchase or sell other securities or property
in such accounts to offset market risk, and to offset any indebtedness in such
accounts against any other accounts you may have (either individually or jointly
with others), after which you shall be liable to Bear Stearns for any remaining
deficiency, loss, costs or expenses sustained by Bear Stearns in connection
therewith. Such purchases and/or sales may be effected publicly or privately
without notice or advertisement in such manner as Bear Stearns may in its sole
discretion determine. At any such sale or purchase, Bear Stearns may purchase or
sell the property free of any right of redemption. In addition, Bear Stearns
shall have the right to set off and apply against any indebtedness in your
accounts, whether matured or unmatured, any amount owing from Bear Stearns to
you.
5. FEES AND CHARGES. You understand that Bear Stearns may charge
commissions and other fees for execution, custody or any other service relating
to transactions to purchase or sell securities or other property, and you agree
to pay such commissions and fees at Bear Stearns, then prevailing rates. You
understand further that such commissions and fees may be changed from time to
time, without notice, and you agree to be bound thereby.
6. TRANSACTION REPORTS AND ACCOUNT STATEMENTS. Reports of the execution of
orders and statements of your account shall be conclusive if not objected to in
writing within five days, in the case of reports of execution, and ten days, in
the case of account statements, after such documents have been transmitted to
you by mail or otherwise.
7. TRUTH-IN-LENDING. You hereby acknowledge receipt of Bear Stearns Truth-
in-Lending disclosure statement. You understand that interest will be charged on
any debit balances in accordance with the methods described in such statement or
in any amendment or revision thereto which may be provided to you.
8. CLEARANCE ACCOUNTS. If Bear Stearns carries your account as clearing
agent for your broker, then, unless Bear Stearns receives from you prior written
notice to the contrary, Bear Stearns shall accept from such other broker,
without any inquiry or investigation (a) orders for the purchase or sale of
securities and other property in your account on margin or otherwise and (b) any
other instructions concerning your account or the property therein. You
understand and agree that Bear Stearns shall have no responsibility or liability
to you for any acts or omissions of such other broker, its officers, employees
or agents. You agree that your 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 any of you, your
broker or Bear Stearns.
9. COSTS OF COLLECTION. You hereby authorize Bear Stearns to charge you for
any reasonable direct or indirect costs of collection, including, but not
limited to, attorneys' fees, court costs and other expenses.
10. IMPARTIAL LOTTERY ALLOCATIONS. You agree that, in the event Bear
Stearns holds on your behalf bonds or preferred stocks in street or bearer form
which are
-2-
<PAGE>
callable in part, you will participate in the impartial lottery allocation
system on the called securities in accordance with the rules of the New York
Stock Exchange, Inc. or any other appropriate self-regulatory organization. When
any such call is favorable, no allocation will be made to any account in which
Bear Stearns has actual knowledge that its officers, directors or employees have
any financial interest until all other customers are satisfied on an impartial
lottery basis.
11. WAIVER, ASSIGNMENT AND NOTICES. Neither Bear Stearns' failure to insist
at any time upon strict compliance with this Agreement or with any of the terms
hereof not any continued course or such conduct on its part shall constitute or
be considered a waiver by Bear Stearns of any of its rights or privileges
hereunder. You may not assign your rights and obligations hereunder without
obtaining the prior written consent of an authorized representative of Bear
Stearns. Notices or other communications, including margin calls, delivered or
mailed to the address given below, shall, until Bear Stearns has received notice
in writing of a different address, be deemed to have been personally delivered
to you.
12. FREE CREDIT BALANCES. You hereby direct Bear Stearns to use any free
credit balance awaiting investment or reinvestment in your account in accordance
with all applicable rules and regulations and to pay interest thereon at such
rate or rates as are established from time to time by Bear Stearns for such
accounts and for the amounts of cash so used.
13. RESTRICTIONS ON ACCOUNT. You understand that Bear Stearns, in its sole
discretion, may restrict or prohibit trading of securities or other property in
your accounts.
14. CREDIT INFORMATION AND INVESTIGATION. You authorize Bear Stearns, in
its discretion, to obtain reports concerning your credit standing and business
conduct. You may make a written request within a reasonable period of time for a
description of the nature and scope of the reports obtained by Bear Stearns.
15. SHORT AND LONG SALES. In placing any sell order for a short account,
you will designate the order as such and hereby authorize Bear Stearns to mark
the order as being "short." In placing any sell order for a long account, you
will designate the order as such and hereby authorize Bear Stearns to mark the
order as being "long." The designation of a sell order as being for a long
account shall constitute a representation that you own the security with respect
to which the order has been placed, that such security may be sold without
restriction in the open market and that, if Bear Stearns does not have the
security in its possession at the time you place the order, you shall deliver
the security by settlement date in good deliverable form or pay to Bear Stearns
any losses or expenses incurred as a result of your failure to make delivery.
16. MARGIN ACCOUNTS. You hereby agree to maintain such margin in your
margin accounts as Bear Stearns may in its sole discretion require, and you
agree to pay forthwith on demand any debit balance owing with respect to any of
your margin accounts.
-3-
<PAGE>
Upon your failure to pay, or at any time Bear Stearns, in its discretion, deems
necessary for its protection, whether with or without prior demand, call or
notice, Bear Stearns shall be entitled to exercise all rights and remedies
provided in paragraphs 2 and 4 above. No demands, calls, tenders or notices that
Bear Stearns may make or give in any one or more instances shall invalidate your
waiver with respect thereto. Unless you advise us to the contrary, you represent
that you are not an affiliate (as defined in 144(a)(1) under the Securities Act
of 1933) of the issuer of any security held in your account.
17. DEBIT BALANCES You will be charged interest on debit balances in your
account which, if not paid at the close of an interest period, will be added to
the opening balance for the next interest period. Please consult the
Truth-in-Lending Statement for an outline of Bear Stearns' margin policies.
18. CONSENT TO LOAN OR PLEDGE OF SECURITIES. Within the limits of
applicable law and regulations, you hereby authorize Bear Stearns to lend either
to itself or to others any securities held by Bear Stearns in your account,
together with all attendant rights of ownership, and to carry all such property
as collateral for its general loans. Any such property together with all
attendant rights of ownership, may be pledged, repledged, hypothecated either
separately or in common with other such property, for any amounts due to Bear
Stearns thereon or for a greater sum, and Bear Stearns shall have no obligation
to retain a like amount of similar property in its possession and control.
19. LEGALLY BINDING. You hereby agree that this Agreement and all the terms
hereof shall be binding upon you and your estate, heirs, executors,
administrators, personal representatives, successors and assigns.
20. AMENDMENT, ENTIRE AGREEMENT. You agree that Bear Stearns may modify the
terms of this Agreement at any time upon prior written notice. By continuing to
accept services from Bear Stearns, you will have indicated your acceptance of
any such modifications. If you do not accept such modifications, you must notify
Bear Stearns in writing; your account may then be terminated by Bear Stearns,
after which you will remain liable to Bear Stearns for all remaining liabilities
or obligations. Otherwise, this Agreement may not be waived or modified absent a
written instrument signed by an authorized representative of Bear Stearns.
Except as set forth above, this Agreement represents the entire agreement and
understanding between you and Bear Stearns concerning the subject matter hereof
21. 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 LAW OF THE STATE
OF NEW YORK.
22. ARBITRATION.
o ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
-4-
<PAGE>
o THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN
COURT, INCLUDING THE RIGHT TO JURY TRIAL.
o PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED
THAN AND DIFFERENT FROM COURT PROCEEDINGS.
o 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.
o THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A
MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH
THE SECURITIES INDUSTRY.
YOU AGREE, AND BY MAINTAINING AN ACCOUNT FOR YOU BEAR STEARNS AGREES, THAT
CONTROVERSIES ARISING BETWEEN YOU AND BEAR STEARNS CONCERNING YOUR ACCOUNTS OR
THIS OR ANY OTHER AGREEMENT BETWEEN YOU AND BEAR STEARNS, WHETHER ENTERED INTO
PRIOR TO, ON OR SUBSEQUENT TO THE DATE HEREOF, SHALL BE DETERMINED BY
ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE HELD UNDER THE RULES
AND AUSPICES OF THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE,
INC. OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. YOU MAY ELECT ONE
OF THE FOREGOING FORUMS FOR ARBITRATION, BUT IF YOU FAIL TO MAKE SUCH ELECTION
BY REGISTERED MAIL OR TELEGRAM ADDRESSED TO BEAR STEARNS & CO. INC., 245 PARK
AVENUE, NEW YORK, NEW YORK 10167, ATTENTION: GENERAL COUNSEL LEGAL DEPARTMENT
(OR ANY OTHER ADDRESS OF WHICH YOU ARE ADVISED IN WRITING), BEFORE THE
EXPIRATION OF TEN DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM BEAR STEARNS TO
MAKE SUCH ELECTION, THEN BEAR STEARNS MAY MAKE SUCH ELECTION. FOR ANY
ARBITRATION SOLELY BETWEEN YOU AND A BROKER FOR WHICH BEAR STEARNS ACTS AS
CLEARING AGENT, SUCH ELECTION SHALL BE MADE BY REGISTERED MAIL TO SUCH BROKER AT
ITS PRINCIPAL PLACE OF BUSINESS. 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.
23. SEVERABILITY. If a provision herein is or should become inconsistent
with any present or future law, rule or regulation of any sovereign government
or regulatory body having jurisdiction over the subject matter of this
agreement, such provision shall be deemed to
-5-
<PAGE>
be rescinded or modified in accordance with any such law, rule or regulation. In
all other respects, this Agreement shall continue to remain in full force and
effect.
24. CAPACITY TO CONTRACT; CUSTOMER AFFILIATION. You represent that you are
of legal age and that, unless you have notified Bear Stearns to the contrary,
neither you nor any member of your immediate family is an employee of any
exchange or member there, the National Association of Securities Dealers, Inc.
or a member thereof, or of any corporation, firm or individual engaged in the
business of dealing, as broker or principal, in securities, options or futures,
or of any bank trust company or insurance company.
25. EXTRAORDINARY EVENTS. Bear Stearns shall not be liable for losses
caused directly or indirectly by government restrictions, exchange or market
rulings, suspension of trading, war, strikes or other conditions beyond its
control.
26. HEADINGS. The headings of the provisions hereof are for descriptive
purposes only and shall not modify or qualify any of the rights or obligations
set forth in each such provision.
If this is a Joint Account, both parties must sign. Persons signing on behalf of
others should indicate the titles or capacities in which they are signing.
BY SIGNING THIS AGREEMENT YOU ACKNOWLEDGE THAT:
1. THE SECURITIES IN YOUR MARGIN ACCOUNT AND ANY SECURITIES FOR WHICH YOU
HAVE NOT FULLY PAID, TOGETHER WITH ALL ATTENDANT OWNERSHIP RIGHTS, MAY BE LOANED
TO BEAR STEARNS OR LOANED OUT TO OTHERS; AND
2. YOU HAVE RECEIPTED A COPY OF THIS AGREEMENT.
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE ON THIS PAGE AT
PARAGRAPH 22.
c/o SCS Communications
1290 Avenue of the Americas
Stephen C. Swid New York, New York 10104
_____________________________ __________________________
(Typed or Printed Name) (Mailing Address)
/s/ Stephen C. Swid
_____________________________ Acct. No._________________
(Signature)
-6-
<PAGE>
__________________________ Date______________________
(Typed or Printed Name)
___________________________
(Signature)
-7-
<PAGE>
Stephen C. Swid
CUSTOMER'S AGREEMENT
To: NEUBERGER & BERMAN
In consideration of your agreeing to act as brokers for the undersigned,
the undersigned agree as follows:
1. All transactions shall be subject to the constitution, rules,
regulations, customs and usages of the exchange or market, and its clearing
house, if any, where executed, and to the provisions of all applicable statutes
and regulations now or hereafter in force.
2. No waiver, alteration, modification or amendment of this agreement shall
be valid unless signed by one of your partners.
3. All monies, securities or other property in my account or accounts shall
be subject to your lien and the securities may be pledged by you to the extent
permitted by the rules of the New York Stock Exchange.
4. This agreement shall enure to the benefit of any successor firm.
5. The undersigned represents that he is a citizen of the United States; of
full age; not an employee or connected in any way with a member of any exchange
or any firm dealing in securities and that no one except the undersigned has an
interest in the account or accounts of the undersigned with you. Should there be
any change in the foregoing, I agree to promptly inform you in writing.
6. 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 in your general loans and may be pledged,
repledged, hypothecated or rehypothecated, 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 and without retaining in your possession and control for
delivery a like amount of similar securities or commodities.
7. The undersigned will at all times maintain margins for said accounts, as
required by you from time to time.
8. This agreement and its enforcement shall be governed by the laws of the
State of New York.
<PAGE>
BY SIGNING THIS AGREEMENT THE UNDERSIGNED ACKNOWLEDGES THAT SECURITIES
WHICH YOU MAY BE CARRYING ON MARGIN FOR THE ACCOUNT OR ACCOUNTS OF THE
UNDERSIGNED MAY BE LOANED BY YOU TO YOURSELVES, AS BROKER OR PRINCIPAL, OR
OTHERS.
Date: /s/ Stephen C. Swid
___________________________ _______________________________________
(Customer)
Witness: /s/ Janet Kares
__________________________ ______________________________________
(Customer)
-2-
<PAGE>
GOLDMAN
SACHS
Margin Account
Application and Agreement
Title of Account: Stephen C. Swid
Account Number:
No margin account will be established for the Customer unless and until the
account is approved for margin transactions by Goldman, Sachs & Co. for Goldman,
Sachs & Co.
This agreement sets forth our respective rights and obligations in connection
with your accepting a margin account or accounts for the undersigned
("Customer"). You and Customer hereby agree to the following with respect to any
of Customer's accounts with you for the purchase and sale of securities:
1. All transactions under this agreement shall be in accordance with the rules
and customs of the exchange or market, and its clearing house, if any, where the
transactions are executed and in conformity with applicable law and regulations
of governmental authorities and future amendments or supplements thereto.
2. Customer agrees that all securities and other property which you or any of
your affiliates may hold for Customer (either individually or jointly with
others), and the proceeds thereof, shall be subject to a general lien and
security interest for the discharge of all Customer's obligations to you or any
of your affiliates. You may, in your discretion and without notice to Customer,
apply or transfer any of Customer's securities and other property
interchangeably between any of Customer's accounts.
3. Customer agrees to maintain margins for Customer's account as you may require
from time to time. Customer agrees to pay interest charges which are imposed, in
accordance with your usual custom, with respect to Customer's account and in pay
on demand any debit balance owing with respect to Customer's account. Customer
acknowledges receipt of the enclosed document entitled "Interest Charges to
Customers."
4. Customer agrees to designate all sell orders for securities as either "long"
or "short." The designation of a sale of a security as "long" constitutes a
certification that the securities to be sold are owned by Customer and, if such
securities are not in your possession, the placing of such order shall
constitute a warranty by Customer that Customer shall deliver such securities to
you on or before settlement date.
5. In the event of default or any obligation to you or any of your affiliates,
or if for any reason you may deem it advisable for your or their protection, you
may, without notice or demand to Customer, and at such time and place as you may
reasonably determine, sell any securities or other property which you or any of
your affiliates may hold for Customer (either
<PAGE>
individually or jointly with others) and apply the proceeds to the discharge of
the obligation, or buy in or borrow any securities or other property sold for
Customer's account but undelivered by Customer, and cancel any outstanding
orders and take such other action as you deem appropriate. Customer shall remain
liable for any deficiency and shall promptly reimburse you for any loss or
expense incurred thereby, including losses sustained by reason of your inability
to borrow any securities or other property sold for Customer's account.
6. Reports of the execution of orders and statements of Customer's account shall
be conclusive if not objected to in writing within ten (10) days after
forwarding by you to Customer by mail or otherwise.
7. Customer agrees that securities and other property in Customer's account may
be carried in your general loans and may be pledged or hypothecated separately
or in common with other securities and any other property for the sum due to you
thereon or for a greater sum and without retaining in your possession and
control for delivery a like amount of similar securities or other property.
Customer understands that when you hold on Customer's behalf bonds or preferred
stocks which are callable in part by the issuer, such securities will be subject
to your impartial lottery allocation system in which the probability of
Customer's securities being selected as called is proportional to the holdings
of all customers of such securities held in bulk by or for you; and that you
will withdraw such securities from any depository prior to the first date on
which such securities may be called unless such depository has adopted an
impartial lottery system which is applicable to all participants. Customer may
withdraw uncalled securities prior to a partial call subject to compliance with
applicable margin requirements and the terms of this agreement and any other
agreements between you and Customer. You are authorized to withdraw securities
sold or otherwise disposed of, and to credit Customer's account with the
proceeds thereof or make such other disposition thereof as Customer may direct
or as provided for in this agreement. You are further authorized to collect all
income and other payments which may become due on Customer's securities, to
surrender for payment maturing obligations and those called for redemption and
to exchange certificates in temporary form for like certificates in definitive
form, or if the par value of any shares is changed, to effect the exchange for
new certificates. If is understood and agreed by Customer that although you will
use reasonable efforts to effect the authorization set forth in the preceding
sentence, you will incur no liability for your failure to effect the same.
8. Customer and you agree that the accounts maintained hereunder may be
terminated by you or Customer at any time effective upon the giving of notice of
such termination to Customer or to you, as the case may be. Upon any such
termination, the provisions of this agreement shall nevertheless remain in
effect with respect to all securities and other property then held in such
account or accounts, all transactions previously executed by you hereunder and
all orders from Customer previously given to and accepted by you hereunder and
not otherwise cancelled pursuant to the terms of this agreement. Customer agrees
that you may, in your sole discretion and without prior notice to Customer,
refuse to accept any order from Customer in connection with the purchase or sale
of securities by giving notice of such refusal to Customer as soon as
practicable after you are given such order.
-2-
<PAGE>
9. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK AND ITS PROVISIONS SHALL COVER INDIVIDUALLY AND COLLECTIVELY ALL
ACCOUNTS WHICH CUSTOMER MAY MAINTAIN WITH YOU. This agreement is binding upon
and inures to the benefit of you, Customer, and our respective legal
representatives, successors and assigns. 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. All waivers must be in writing.
10. (a) ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
(b) THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO A JURY TRIAL.
(c) PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
FROM COURT PROCEEDINGS.
(d) 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.
(e) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
ANY CONTROVERSY BETWEEN YOU OR ANY OF YOUR AFFILIATES OR ANY OF YOUR OR
THEIR PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES ON THE ONE HAND, AND CUSTOMER
ON THE OTHER HAND, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACCOUNTS
ESTABLISHED HEREUNDER, SHALL BE SETTLED BY ARBITRATION, IN ACCORDANCE WITH THE
RULES THEN OBTAINING OF ANY ONE OF THE AMERICAN ARBITRATION ASSOCIATION OR THE
NEW YORK STOCK EXCHANGE, INC., OR ANY OTHER EXCHANGE OF WHICH YOU ARE A MEMBER,
OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR THE MUNICIPAL
SECURITIES RULEMAKING BOARD, AS CUSTOMER MAY ELECT. IF CUSTOMER DOES NOT MAKE
SUCH ELECTION BY REGISTERED MAIL ADDRESSED TO YOU AT YOUR MAIN OFFICE WITHIN TEN
(10) DAYS AFTER RECEIPT OF NOTIFICATION FROM YOU REQUESTING SUCH ELECTION, THEN
CUSTOMER AUTHORIZES YOU TO MAKE SUCH ELECTION ON BEHALF OF CUSTOMER. ANY
ARBITRATION HEREUNDER SHALL BE BEFORE AT LEAST THREE ARBITRATORS AND THE AWARD
OF THE ARBITRATORS, OR OF A MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON
THE AWARD RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING
JURISDICTION.
11. Customer represents that he or she is of legal age. Customer further
represents that no one except the Customer has an interest in Customer's account
unless such interest is revealed in the title of such account and in any such
case. Customer has the interest indicated in such title.
12. Customer understands that you may be required to disclose to securities
issuers the name, address and securities positions with respect to securities
held in the subject account in your or
-3-
<PAGE>
your nominee's name unless you are notified that Customer objects. Customer
hereby notifies you that Customer wishes such disclosure to be made.
CUSTOMER SHOULD STRIKE OUT THE PRECEDING PARAGRAPH IF CUSTOMER DOES NOT CONSENT
TO SUCH DISCLOSURE.
13. BY SIGNING BELOW, CUSTOMER ACKNOWLEDGES RECEIPT OF A COPY OF THIS MARGIN
ACCOUNT APPLICATION AND AGREEMENT.
BY SIGNING THIS AGREEMENT CUSTOMER ACKNOWLEDGES THAT CUSTOMER'S SECURITIES MAY
BE LOANED TO GOLDMAN, SACHS & CO. OR TO OTHERS. A PREDISPUTE ARBITRATION CLAUSE
IS CONTAINED IN PARAGRAPH 10 HEREOF.
SIGNATURE /s/ Stephen C. Swid ADDITIONAL SIGNATURE (IF NECESSARY)
Please Print Name Please Print Name
Date 6/14/90 Date
FOR GOLDMAN, SACHS & CO. USE ONLY
Registered Representative ____ Account Approved By
Date Date
-4-
