<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 3
First Financial Caribbean Corporation
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock, $1.00 Par Value
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
320214109
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
Salomon Levis, F.D. Roosevelt Avenue 1159, Puerto Nuevo, Puerto Rico 00920
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 2, 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 class 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 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter 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
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE> 2
CUSIP No. 320214109 Page 2 of 9 Pages
--------- --- ---
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Levis
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
See Item 6 and Schedule A
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
No shares are being purchased currently
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
543,280
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 25,404
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 543,280
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
25,404
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
568,684
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.09%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 320214109 Page 3 of 9 Pages
--------- --- ---
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Levis
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
See Item 6 and Schedule A
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
No shares are being purchased currently.
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
206,906
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 206,906
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,906
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.13%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 320214109 Page 4 of 9 Pages
--------- --- ---
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mario S. Levis
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
See Item 6 and Schedule A
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO and PF
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
300,906
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 300
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 300,906
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
300
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
301,206
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.64%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP No. 320214109 Page 5 of 9 Pages
--------- --- ---
<TABLE>
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Zoila Levis
- -----------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
See Item 6 and Schedule A
- -----------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
No shares are being purchased currently.
- -----------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- -----------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
171,472
NUMBER OF --------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 171,472
-------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,472
- -----------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -----------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.93%
- -----------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D ITEMS
The original filing to which this Amendment No. 3 relates was dated
October 5, 1995 and was amended by an Amendment No. 1 dated December 15, 1995
("Amendment No. 1") and Amendment No. 2 dated September 3, 1996 ("Amendment No.
2"). The information contained in this Amendment No. 3 including the cover
pages hereof has been adjusted for a two-for-one stock split effective August
28, 1997.
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the Common Stock, $1.00 par value (the
"Common Stock"), of First Financial Caribbean Corporation (the "Company"), a
Puerto Rico corporation, having its principal executive offices at 1159
Franklin D. Roosevelt Avenue, Puerto Nuevo, Puerto Rico 00920 and is being
filed by the persons identified in Item 2 below.
ITEM 2. IDENTIFY AND BACKGROUND
See Schedule A attached hereto.
None of the persons filing this Schedule 13D has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the past 5 years or was 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. All individuals are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mario S. Levis used personal funds to acquire the shares of Common
Stock reflected in the table under Item 5 below except for the purchase of
206,906 shares of Common Stock on September 2, 1997, for which he used a
combination of borrowed funds and personal funds. The sources of borrowed funds
for the September 2, 1997 purchase were $2.3 million from Aida Marquez the
mother of Mario S. Levis, and approximately $1.1 million pursuant to standard
securities margin agreements with Smith Barney, Inc.
<PAGE> 7
2
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock described in Item 5 were purchased by Mario
S. Levis for personal investment in order to increase his equity interest in
the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) See Schedule A hereto and cover pages for each individual filing
this Schedule. All share information contained in this Amendment No. 3,
including this Item 5, has been adjusted to reflect a two-for-one stock split
effective August 28, 1997.
(b) The spouses of Messrs. Salomon Levis and Mario S. Levis own
25,404 and 300 shares, respectively, of the Company's Common Stock which have
been included in the total amount of shares owned by such persons. The
inclusion of such shares of Common Stock in this Schedule 13D shall not be
construed as an admission by Salomon Levis or Mario S. Levis that they are the
beneficial owners of such shares for purposes of Section 13(d) of the
Securities Exchange Act of 1934.
Furthermore, the filing of this Schedule 13D by each of the reporting
persons shall not be construed as an admission that the shares of any such
person are beneficially owned by any of the other individuals reporting
hereunder for purposes of Section 13(d) of the Securities Exchange Act of 1934.
Except for the shares of Common Stock owned by their spouses, each of the
persons filing this Schedule has the sole power to vote or direct the vote and
the sole power to dispose or direct the disposition of all shares of Common
Stock owned by him or her, subject to the community property laws of the
Commonwealth of Puerto Rico.
Since none of the individuals filing this Schedule individually own 5%
of the outstanding shares of the Company's Common Stock, the persons filing
this Schedule disclaim that the provision of Section 13(d) of the Securities
Exchange Act of 1934 and the Rules and Regulations promulgated by the
Securities and Exchange Commission thereunder are applicable to their
respective holdings of the Company's Common Stock.
(c) On September 2, 1997, Mario S. Levis purchased directly from
David Levis 206,906 shares of Common Stock at a price of $16.75 per share.
Since the filing of Amendment No. 2, Mario S. Levis also entered into certain
additional transactions. The September 2, 1997 purchase and such other
transactions are described below.
<TABLE>
<CAPTION>
Purchaser or Nature of
Date Number of Shares Price Seller Transaction
---- ---------------- ----- ------ -----------
<S> <C> <C> <C> <C>
4/23/97 7,000 $13.125 Mario S. Levis Open Market Purchase
4/28/97 3,000 $13.125 Mario S. Levis Open Market Purchase
8/22/97 300 $16.875 Mario S. Levis Open Market Purchase by spouse
9/22/97 206,906 $ 16.75 Mario S. Levis Private Purchase from David Levis
9/22/97 206,906 $ 16.75 David Levis Private Sale to Mario S. Levis
</TABLE>
<PAGE> 8
3
ITEM 6. CONTRACT, ARRANGEMENT OR UNDERSTANDING WITH RESPECT TO SECURITIES OF
THE ISSUER
None other than an informal understanding that the persons
listed in Schedule A attached hereto will consult with each other regarding
the disposition and voting of the shares of the Company's Common Stock owned by
each of them. Furthermore, the persons listed in Schedule A may acquire
additional shares of the Company's Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7(a) -- Margin Agreement with Smith Barney, Inc.
Each of the undersigned hereby certifies after reasonable inquiry, that
to the best of his/her knowledge and belief, the information set forth in this
statement is true, complete and correct.
Date: September 9, 1997
/s/ Salomon Levis
---------------------------------------
Salomon Levis
/s/ David Levis
---------------------------------------
David Levis
/s/ Zoila Levis
---------------------------------------
Zoila Levis
/s/ Mario S. Levis
---------------------------------------
Mario S. Levis
<PAGE> 9
Page 9 of 9 Pages
--- ---
Schedule A
First Financial Caribbean Corporation
Amendment No. 3 to Schedule 13D
Item 2. Identity and Background and
Item 5. Interest in Securities of the Issuer
<TABLE>
<CAPTION>
(4)
(Item 5)
--------------------------------------
(3)
Present Principal occupation or
employment and the name,
principal business and address
of any corporation or other Total number of
(1) (2) organization in which such shares of Common Percentage of
Name Business Address employment is conducted. Stock owned on the Class of Common
(Item 2(a) and (5) (Item 2(b)) (Item 2(c)) date hereof(1) Stock (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Salomon Levis 1159 F.D. Roosevelt Ave. Chairman of the Board and Chief
Puerto Nuevo, Puerto Rico 00920 Executive Officer of the Company, 568,684 3.09%
a corporation engaged principally
in the origination, servicing,
purchase and sale of mortgages on
single-family houses, and the
issuance and sale of various
mortgage-backed securities.
2. David Levis 1159 F.D. Roosevelt Ave. Private investor and 206,906 1.13%
Puerto Nuevo, Puerto Rico 00920 Director Emeritus of the Company
3. Zoila Levis 1159 F.D. Roosevelt Ave. President of the Company 171,472 0.93%
Puerto Nuevo, Puerto Rico 00920
4. Mario S. Levis 1159 F.D. Roosevelt Ave. Executive Vice President and
Puerto Nuevo, Puerto Rico 00920 Treasurer of the Company 301,206 1.64%
--------- ----
Total 1,248,268 6.79%
</TABLE>
- ------------------
(1) Based on the 9,198,730 shares of Common Stock of the Company
outstanding as of August 13, 1997, as adjusted for a two-for-one stock
split effective August 28, 1997.
<PAGE> 1
EXHIBIT 7(a)
ACCOUNT APPLICATION AND SMITH BARNEY
CLIENT AGREEMENT ------------
A member of TravelersGroup [LOGO]
Please complete both sides of this
document and be sure to sign on the
reverse side. If this is not an
individual or joint account, your Account Number
Financial Consultant will advise you Branch Account T C FC
of any additional documentation
requirements. Financial Management
Account (sm) (FMA(R)) services are | | | | | | | | | | | |
not available on IRA and Managed
Accounts. IRA and Managed Accounts
automatically qualify for a daily
money market sweep. Please return
the completed application to your
Financial Consultant.
Account Owner/ Co-Owner
Your Name /s/ Mario S. Levis Name(s)
- ------------------------------------ -----------------------------------
<TABLE>
===================================================================================================================================
<S> <C>
TAX INFORMATION Please write in your Social Security Number or Tax ID Number here.
- -------------------------- MULTIPLE PARTY ACCOUNTS: USE THE SOCIAL SECURITY NUMBER OF THE FIRST OWNER NAMED ABOVE.
-----------------
[X] Social Security [ ] Check here if you are subject to backup withholding due to
or | | | | | | | | notification by the IRS. If so, you must also cross out the
[ ] Tax ID Number portion of the Tax Certification and Authorization section on
the reverse side as indicated.
==================================================================================================================================
PORTFOLIO CREDITLINE (SM) If eligible, your account will have Portfolio CreditLine borrowing privileges UNLESS you decline
- -------------------------- below. See accompanying literature for an explanation of Portfolio CreditLine borrowing.
[ ] I/We do NOT want Portfolio CreditLine borrowing privileges in my/our account. Please note
that you may not obtain an FMA Money Card (below) if you check this box.
==================================================================================================================================
NAME DISCLOSURE The issuers of securities that are held for you in street name at Smith Barney may request the
- -------------------------- release of your name, address and securities position. If you do not wish this information to
be released, check the box below.
[ ] DO NOT release my name, address and securities position to issuers.
==================================================================================================================================
FMA CHECKING Checkwriting privileges provide you with convenient access to your money without any per-check
- -------------------------- processing charges. All check information is reported on your monthly statement, including
payee name and date written. Expense codes give you the option to categorize payments for
tracking on your monthly and year-end statements.
Please select your printing preference: Please select your check style:
[ ] Name and address [X] Wallet size
[X] Name only; no address [ ] Executive (additional charge)
[ ] Corporate (additional charge)
Multiple owner accounts: -----------------------------------------------------------------------------------------------
Please tell us if one or [X] One signature is required [ ] Two signatures are always required
two signatures are
required to authorize
checks.
=================================================================================================================================
FMA MONEY MARKET SWEEP In an FMA account, your idle cash will sweep daily into the money market fund of your choice.
- --------------------------
[X] YES I want cash balances swept daily into my money market fund selection.
=================================================================================================================================
FMA MONEY CARD The FMA Money Card is a Gold MasterCard (R). This debit card gives you easy access to cash at
- -------------------------- over 240,000 ATM machines and purchasing power at over 13 million locations.
--------------------------------------- ------------------- --------------------------------
[X] YES, send me an FMA Money How would you like your name to appear? Home Phone Number Mother's Maiden Name
Card.
(Primary Cardmember) Mario S. Levis Marquez
--------------------------------------- ------------------- --------------------------------
---------------------------------------
[ ] YES, send an FMA Money How should the co-owner's name appear?
Card to the Account
Co-Owner.
(Additional Cardmember) ---------------------------------------
Cash withdrawal fees may apply. See the FMA Agreement for additional information.
=================================================================================================================================
FMA ONLINE SERVICES Please enroll my FMA in (choose one or both) I use the following software (choose one)
- ------------------------- [ ] Online Account Access [ ] Quicken
With your personal computer and [ ] Online Bill Payment [ ] Quicken 6.0 for Macintosh
Quicken(R) or Microsoft (R) (not available through Smith Barney for [ ] Microsoft Money for Windows(R)95
Money software, you will have Macintosh users)
the ability to download cash and
money fund balances, checks paid,
cash withdrawals and Money Card
charges directly into your ----------------------------------------------------------------------------------------------
personal finance software. For security purposes, please complete this box: Mother's Maiden Name
(not required if provided in Money Card section above |
----------------------------------------------------------------------------------------------
</TABLE>
Bill payment fees apply. Online Account Access fees may apply. See the Online
Services Agreement for details.
FOR 3026 (1/97)/Page 1 of 4
<PAGE> 2
Account
Number
Branch Account T C FC
================================================================================
FMA AUTOMATIC FUNDS Transfer money by phone between your FMA and bank
TRANSFERS account. Send money where you need it, when you need
it there.
Attach a voided check or letter from your bank confirming the account number,
title, account type (checking or savings) and the bank routing number. Your
bank account must have the name of at least one FMA account owner in the title.
Speak to your Financial Consultant for trust and estate ownership requirements.
<TABLE>
<CAPTION>
<S> <C>
Bank Bank Account
Name Number
----------------------------------------------------------- ----------------------------------------------------
Staple a Select your Telephone | | | | | (numbers only) [ ] Check if this is a Credit Union
voided [Check Graphic] Authorization Code: Type of Account: [ ] Checking [ ] Savings
check here
---------------------------------------------------------------------------------------------------------------------------
OPTIONAL- [ ] Check here for recurring transfers INTO your ------------------ -------
Complete FMA account FROM your bank or credit union. Amount of Transfer Monthly, on the day of each month
only if ------------------------------------------------ OR ------- (specify the 1st
you wish to [ ] Check here for recurring transfers FROM your ------------------ Biweekly on through 28th)
establish FMA account INTO your bank or credit union [] Mon [] Tue [] Wed [] Thu [] Fri
monthly or
biweekly
recurring transfers
---------------------------------------------------------------------------------------------------------------------------
Complete this section only if your Account Title Signature of non-FMA owner Date
bank account title includes someone
who is not a co-owner of your FMA. ---------------------------- --------------------------------- ------------------
I authorize Smith Barney, Inc. ("SB") to initiate transfers and any adjustments for entries made in error to or from my
account indicated above, in accordance with the terms stipulated in the FMA Agreement, which I have read and agree to.
This authorization is to remain in full force and effect until SB has received notification from me of its termination.
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
================================================================================
ADDITIONAL FMA PRIVILEGES The following services are also
available when you establish your FMA
account. Speak with your Financial
Consultant for more details.
<TABLE>
<S> <C>
[ ] DIVIDEND REINVESTMENT. Build wealth over the long term by [ ] DIRECT DEPOSIT. Your employer, pension plan
reinvesting stock dividends into additional shares without administrator or Social Security can send
transaction fees. Speak with your Financial Consultant to income payments directly to your FMA. You
select which stock dividends you should reinvest. should contact the payer and prepare a voided
check to enroll.
</TABLE>
================================================================================
FMA PLUS (SM)
[ ] YES, I WANT MY ACCOUNT TO BE ESTABLISHED AS AN FMA PLUS. As an FMA PLUS
account, I benefit from: fee waivers on up to 100 free ATM withdrawals per year
with my FMA Money Card, free Online Account Access services, a complimentary IRA
linked to my account, and premier statement reporting service options. Speak
with your Financial Consultant for details on establishing your statement
reporting and IRA services and for other conditions and additional fees that may
apply.
================================================================================
TAX CERTIFICATION: UNDER PENALTIES OF PERJURY, BY SIGNING BELOW I CERTIFY THAT
(A) THE NUMBER I HAVE ENTERED ON THE FRONT OF THIS FORM IS MY CORRECT TAX
IDENTIFICATION NUMBER AND (B) THAT I AM NOT SUBJECT TO BACKUP WITHHOLDING AS A
RESULT OF A FAILURE TO REPORT ALL INTEREST AND DIVIDENDS, OR THE IRS HAS
NOTIFIED ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING. I UNDERSTAND I
MUST CROSS OUT ITEM (B) ABOVE IF I AM CURRENTLY SUBJECT TO BACKUP WITHHOLDING
BECAUSE OF UNDERREPORTING OF INTEREST OR DIVIDENDS ON MY TAX RETURN.
- --------------------------------------------------------------------------------
ACCEPTANCE OF TERMS AND CONDITIONS OF AGREEMENTS:
In consideration of Smith Barney Inc. (Smith Barney) accepting an account for
me/us, I/we ("I") acknowledge that I have read, understand and agree to the
terms of the attached Client Agreement in sections 1 through 11. If this is a
multiple party account, I/we further acknowledge that I/we have read, understand
and agree to the terms of the attached Client Agreement contained in sections
12 through 14. If I have requested any of the services referenced in the FMA
sections above, I agree to the terms of the FMA Agreement that has been
provided to me. I authorize Smith Barney to establish checking privileges,
Online Services and the Automatic Funds Transfer service, and to have the FMA
Money Card(s) issued as instructed on this Account Application, and I affirm
that I have the authority to open this account. I authorize Smith Barney and
the FMA Money Card Issuer to have FMA Money Card(s) issued as indicated. I
understand that this account is governed by the FMA Agreement, the Client
Agreement, the Online Services Agreement, my agreement with the FMA Money Card
issuer, and/or other agreements I may have with Smith Barney or other providers
of services related to the FMA account. I have read all those documents and
agree to their terms.
IF I/WE HAVE SELECTED ANY OF THE FMA SERVICES, I/WE UNDERSTAND THAT BOTH AN
ACCOUNT MINIMUM BALANCE AND ANNUAL FEE APPLY. IF I CHOOSE TO USE ONLINE
SERVICES, BY SIGNING THIS APPLICATION I AGREE THAT MY ONLINE SERVICES AGREEMENT
WILL CONTAIN CERTAIN PROVISIONS LIMITING MY RIGHTS AND REMEDIES, INCLUDING,
WHERE PERMITTED BY LAW, A LIMITATION ON CONSEQUENTIAL, SPECIAL AND INDIRECT
DAMAGES AND ON LOSSES ARISING FROM THE NEGLIGENCE OF SMITH BARNEY AND/OR ITS
AGENTS.
IF THIS ACCOUNT IS ESTABLISHED WITH PORTFOLIO CREDITLINE PRIVILEGES, I FURTHER
ACKNOWLEDGE THAT I HAVE READ, UNDERSTAND AND AGREE TO THE TERMS OF THE ATTACHED
CLIENT AGREEMENT CONTAINED IN SECTIONS 15 THROUGH 17 AND THAT MY/OUR SECURITIES
MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS.
SMITH BARNEY INC. REQUIRES YOUR CONSENT TO THE APPLICABLE PROVISIONS OF THIS
AGREEMENT IN ORDER TO OPEN AND MAINTAIN YOUR ACCOUNT.
<TABLE>
<S> <C>
I acknowledge that I have received the Client The Internal Revenue Services does not
Agreement which contains a pre-dispute require your consent to any provision of this
arbitration clause in section 6. document other than the certifications
required to avoid backup withholding.
</TABLE>
ALL ACCOUNT OWNERS
MUST SIGN. Account Date
IF FMA CHECKING Owner's /s/ 8/29/97
IS REQUESTED, PLEASE Signature
SIGN AS YOU WILL
NORMALLY SIGN
YOUR CHECKS. Co-Owner's Date
Signature
For Office Use Only:
FMA Checking FOR 3026 (1/97)/Page 2 of 4
<PAGE> 3
In consideration of your opening one or more accounts for me ("we", "us", and
"our" are each substituted for "I", "me" and "my", respectively, in the case of
multiple account holders, corporations and other entities), and your agreeing to
act as broker/dealer for me for the extension of credit and in the purchase or
sale of securities, commodities, options and other property, it is agreed in
respect to any and all accounts, whether upon margin or otherwise, which I now
have or may at any future time have with Smith Barney Inc. or its direct or
indirect subsidiaries and affiliates of their successors or assigns
(hereinafter referred to as "you" or "your" or "SB"), that:
1. All transactions entered into under this Agreement shall be subject to any
applicable constitution, rules, regulations, customs and usages of the exchange
or market and its clearinghouse, if any, where such transactions are executed
by SB or its agents and to all applicable laws, rules and regulations of
governmental authorities and self-regulatory agencies. Such reference to the
"constitution, rules, regulations, customs and usages of the exchange shall in
no way be construed to create a cause of action arising from any violation of
such constitution, rules, regulations, customs and usages. If any provision is
enacted that would be inconsistent with any of the provisions of this Agreement,
the provision so affected shall be deemed modified or superseded by the
enactment, but the remaining provisions of this Agreement shall remain in
effect. Except as herein provided, no provision of this Agreement may be
waived, altered, modified or amended unless the same is in writing and signed
by an authorized official of SB.
2. I agree that all property which I own or in which I have an ownership
interest, whether owned individually, jointly or in the name of another person
or entity, which at any time may be in your possession or control for any
purpose, including safekeeping, shall be subject to a continuing security
interest, lien and right of set-off for the discharge and satisfaction of any
debts or obligations however arising that I may owe to SB at any time and for
any reason. SB may at its discretion hold such property until my debts or
obligations to SB are fully satisfied or SB may apply such property and the
proceeds of the liquidation of such property toward the satisfaction of my
debts and obligations and I will remain liable to SB for any deficiency. In
enforcing your security interest, you shall have the discretion to determine
which property is to be sold and the order in which it is to be sold and shall
have all the rights and remedies available to a secured party under the New
York Uniform Commercial Code. Without your prior written consent, I will not
cause or allow any of the collateral held in my account(s), whether now owned
or hereafter acquired, to be or become subject to any liens, security
interests, mortgages or encumbrances of any nature other than your security
interest.
Without limiting the generality of the foregoing, I hereby authorize SB to
automatically liquidate any money market funds available in my account(s) from
time to time to cover any of my indebtedness or obligations to SB including
non-trade related debts. You are further authorized to liquidate any other
property help in my account(s) to satisfy any such indebtedness or obligations
whenever in your discretion you consider it necessary for your protection.
You are authorized without further direction from me to invest any eligible
free credit balances in any of my accounts in the money market fund that I have
chosen. If I fail to choose a money market fund, you are authorized to make
this choice on my behalf. All such investments commonly called "sweeps" shall
be governed by SB's prevailing terms and conditions as they may exist from time
to time.
"Property" as used anywhere in this Agreement shall include, but not be limited
to, securities of all kinds, money, certificates of deposit, bankers'
acceptances, commercial paper, options, commodities, and contracts for the
future delivery of commodities or relating to commodities or securities, and
the distributions, proceeds, products and accessions of any of the above.
3. In case of the sale of any security, commodity, or other property at my
direction and the inability of SB to deliver the same to the purchaser by
reason of my failure to supply them to SB, I authorize SB to borrow any
security, commodity, or other property necessary to make delivery thereof, and
I hereby agree to be responsible for any loss which SB may sustain thereby and
any premiums, interest or other costs which SB may be required to pay as a
result of such borrowing, and for any loss or cost which SB may sustain by
reason of its inability to borrow the security, commodity, or other property
sold.
You may charge my account(s) with such usual and customary charges as you may
determine to cover your services and facilities, including, but not limited to,
custody and transaction fees. I will promptly pay SB any deficiency that
might arise in my account(s). I understand and agree that a finance charge may
be charged on any debit balance in any cash account I have with SB in
accordance with the terms described in the SB literature previously provided to
me and any subsequent modifications thereto which will be provided to me. You
may transfer excess funds between any of my accounts (including commodity
accounts) for any reason not in conflict with the Commodity Exchange Act or any
other applicable law. If any transactions are effected on an exchange in which
a foreign currency is used, any profit or loss as a result of a fluctuation in
the exchange rate will be charged or credited to my account(s).
4. Communications may be sent to the mailing address on the file with you, or
at such other address as I may hereafter give in writing, and all communications
so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed
given to me personally, whether actually received or not. I acknowledge that
the rules of the Securities and Exchange Commission require that certain
communications be sent to me rather than an agent acting on my behalf. I
warrant that the address currently on file with you is an address where I
personally receive communications unless it is the address of a qualified
custodian as defined by the Securities and Exchange Commission. Transactions
entered into for my account(s) shall be confirmed in writing to me where
required by applicable law or regulation. In addition, SB shall provide me with
periodic statements reflecting activity in such account(s). I agree that
transactions reflected on such confirmations and statements shall be
conclusively deemed accurate as stated unless I notify SB in writing within
three (3) days and ten (10) days of receipt, respectively, that the information
contained in such confirmation or statement is inaccurate. Such notice must be
sent by me to SB by telegram or letter directly to the attention of the Branch
Office Manager or the office servicing the account. Failure to so notify SB
shall also preclude me from asserting at any later date that such transaction
was unauthorized.
I authorize you at your discretion to obtain reports and to provide information
to others concerning my credit standing and my business conduct. You may ask
credit reporting agencies for consumer reports of my credit history. Upon my
request you will inform me whether you have obtained any such consumer reports
and if you have, you will inform me of the name and address of the consumer
reporting agency that furnished the reports to you.
5. I hereby represent that I am of the age of majority. Unless I advise you to
the contrary in writing, and provide you with a letter of approval from my
employer, where required I represent that I am not an employee of any exchange,
or of any corporation of which any exchange owns a majority of the capital
stock, or of a member of any exchange, or of a member firm or member corporation
registered on any exchange, or of any corporation firm or individual engaged in
the business of dealing, either as a broker or as principal in securities, bills
of exchange, acceptances or other forms of commercial paper. I further
represent that no one except those signing this agreement has no interest in my
account.
If my account has been introduced to you and is carried by you only as a
clearing broker, I agree that you are not responsible for the conduct of the
introducing broker and your only responsibilities to me relate to the execution,
clearing and bookkeeping of transactions in my accounts.
6. ARBITRATION
- - 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 RULING BY
THE ARBITRATORS IS STRICTLY LIMITED.
- - THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
I AGREE THAT ALL CLAIMS OR CONTROVERSIES, WHETHER SUCH CLAIMS OR CONTROVERSIES
AROSE PRIOR, ON OR SUBSEQUENT TO THE DATE HEREOF, BETWEEN ME AND SB AND/OR ANY
OF ITS PRESENT OR FORMER OFFICERS, DIRECTORS, OR EMPLOYEES CONCERNING OR ARISING
FROM (I) ANY ACCOUNT MAINTAINED BY ME WITH SB INDIVIDUALLY OR JOINTLY WITH
OTHERS IN ANY CAPACITY; (II) ANY TRANSACTION INVOLVING SB OR ANY PREDECESSOR
FIRMS BY MERGER, ACQUISITION OR OTHER BUSINESS COMBINATION AND ME, WHETHER OR
NOT SUCH TRANSACTION OCCURRED IN SUCH ACCOUNT OR ACCOUNTS; OR (III) THE
CONSTRUCTION, PERFORMANCE OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US,
ANY DUTY ARISING FROM THE BUSINESS OF SB OR OTHERWISE, SHALL BE DETERMINED BY
ARBITRATION BEFORE, AND ONLY BEFORE, ANY SELF-REGULATORY ORGANIZATION OR
EXCHANGE OF WHICH SB IS A MEMBER. I MAY ELECT WHICH OF THESE ARBITRATION FORUMS
SHALL HEAR THE MATTER BY SENDING A REGISTERED LETTER OR TELEGRAM ADDRESSED TO
SMITH BARNEY INC. AT 388 GREENWICH STREET, NEW YORK, N.Y. 10013-2396, ATTN: LAW
DEPARTMENT. IF I FAIL TO MAKE SUCH ELECTION BEFORE THE EXPIRATION OF FIVE
<PAGE> 4
(5) DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM SB TO MAKE SUCH ELECTION, SB
SHALL HAVE THE RIGHT TO CHOOSE THE FORUM.
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; (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.
7. The provisions of this Agreement shall be continuous, shall cover
individually and collectively all accounts which I may open or reopen with SB,
and shall inure to the benefit of SB's present organization, and any successor
organization or assigns. Should any term or provision of this agreement be
deemed or held to be invalid or unenforceable, the remaining terms and
provisions shall continue in full force and effect. Except for statutes of
limitation applicable to claims, this Agreement and all the terms herein shall
be governed and construed in accordance with the laws of the State of New York
without giving effect to principles of conflict of laws. The statute of
limitations applicable to any claim shall be that which would be applied by the
courts of the state in which I reside.
8. I understand that you may in your sole discretion prohibit or restrict
trading of securities or substitution of securities in any of my accounts. You
have the right to terminate any of my accounts (including multiple owner
accounts) at any time by notice to me. The provisions of this agreement shall
survive the termination of any account.
9. Your failure to insist at any time upon strict compliance with any term of
this Agreement, or any delay or failure on your part to exercise any power or
right given to you in this Agreement, or a continued course of such conduct on
your part shall at no time operate as a waiver of such power or right, nor
shall any single or partial exercise preclude any other further exercise. All
rights and remedies given to you in this Agreement are cumulative and not
exclusive of any other rights or remedies which you otherwise have.
10. I understand that SB shall not be liable for loss caused directly or
indirectly by government restrictions, exchange or market rulings, suspension
of trading, war, strikes or other conditions, commonly known as "acts of God,"
beyond SB's control.
11. From time to time you may at you discretion, make loans to me for a purpose
other than purchasing, carrying or trading in securities ("Express Credit
Loans"). Express Credit Loans will be made in a nonsecurities credit account
("Express Credit Account"). The minimum and maximum amount of any particular
loan may be established by you in your discretion regardless of the amount of
collateral delivered to you and you may change such minimum and maximum amounts
from time to time.
I agree not to use the proceeds of any Express Credit Loan to purchase, carry
or trade in securities. I also agree not to use Express Credit Loan proceeds
directly or indirectly to repay other debt that I incur for the purpose of
purchasing, carrying or trading in securities.
ADDITIONAL TERMS FOR MULTIPLE PARTY ACCOUNTS
PARAGRAPHS 12 THROUGH 14 APPLY ONLY TO MULTIPLE PARTY ACCOUNTS.
12. If this is a multiple party account, in consideration of you and your
successors carrying a multiple party account on margin or otherwise for the
undersigned, each of us agrees to be jointly and severally liable for said
account and pay on demand any debit balance or losses at any time due in this
account. Any of us has full power and authority to make purchases and sales,
including short sales, to withdraw monies and securities from, or to do
anything else with reference to our account, either individually or in our
joint names, and you and your successors are authorized and directed to act
upon instructions received from any of us and to accept payment and securities
from any of us for the credit of this account. Any and all notices,
communications, or any demands for margin sent to any of us shall be binding
upon all, and may be given by mail or other means of communication.
13. Each of us agrees to hold SB harmless from and indemnify SB against any
losses, causes of action, damages and expenses arising from or as the result of
SB following the instructions of either or any of us. SB, in its sole
discretion, may at any time suspend all activity in the multiple party account
pending instructions from a court of competent jurisdiction or require that
instructions pertaining to the multiple party account or the property therein
be in writing signed by both or all of us. SB shall be entitled to recover from
the account or from any of us prior to distribution of the funds or property
therein such costs as it may incur, including reasonable attorney's fees, as
the result of any dispute between or among us relating to or arising from the
account.
14. Each of us agrees that, in the event of the death of either or any of us,
the survivor or survivors shall immediately give you written notice thereof,
and you may, before or after receiving such notice, take such actions, require
such papers, inheritance or estate tax waivers, retain such portion of the
account and restrict transactions in the account as you may deem advisable to
protect you against any tax, liability, penalty or loss under any present or
future laws or otherwise. The estate of either or any of us who shall have died
shall be liable and each survivor shall continue liable, jointly and severally,
to you for any net debit balance or loss in said account in any way resulting
from the completion of transactions initiated prior to the receipt by you of
the written notice of the death of the decedent, or incurred in the
liquidation of the account or the adjustment of the interests of the respective
parties.
If this account contains rights of survivorship, in the event of the death of
either or any of us, all assets in the account shall pass to and be vested in
the survivor or survivors on the same terms and conditions as previously held,
without in any manner releasing the decedent's estate from the liabilities
provided from herein. The estate of the decedent(s) and the survivors hereby
jointly and severally agree to fully indemnify and hold harmless SB from all
liability for any taxes which may be owned in connection therewith or any
claims by third parties.
MARGIN AGREEMENT
PARAGRAPHS 15 THROUGH 17 APPLY ONLY TO MARGIN ACCOUNTS
15. You are hereby authorized, without notice to me, and without regard as to
whether or not you have in your possession or under your control at the time
thereof other property of the same kind and amount, to pledge, repledge,
hypothecate or rehypothecate my property or any part thereof, either separately
or together with other property of other clients, either for the amount due you
from me or for a greater sum.
16. I agree to pay ON DEMAND any balance owing with respect to any of my
accounts, including interest and commissions and any costs of collection
(including attorneys' fees, if incurred by you). I understand that you may
demand full payment of the balance due in my account plus any interest charges
accrued thereon, at your sole option, at any time without cause and whether or
not such demand is made for your protection. I understand that all loans made
are not for any specific term or duration but are due and payable at your
discretion upon demand for payment made to me. I agree that all payments
received for my account(s) including interest, dividends, premiums, principal
or other payments may be applied by you to any balances due in my account(s).
If I maintain both a cash and a margin account with you, you are authorized in
your discretion to utilize the equity in either type of account in satisfaction
of any maintenance margin requirement without the actual transference of funds
or securities between such accounts.
Whenever you deem it necessary or appropriate for your protection, you are
authorized, in your sole discretion, to sell, assign, transfer and deliver all
or any part of my property which may be in your possession or control in any
manner you deem appropriate, make any necessary purchases to cover short sales
and/or any open commodity contract positions and/or to cancel any outstanding
orders in order to close out the account. Without limiting the generality of
the foregoing, such sale, purchase or cancellation may be made, in your sole
discretion, on the exchange or other market where such business is then usually
transacted, at public auction or at private sale without advertising the same.
All of the above may be done without demand for margin or notice of purchase,
sale or cancellation to me. No demand for margin, or notice given to me of the
intent to purchase or sell property or to cancel orders in my account, shall
impose on you any obligation to make such demand or provide such notice to me.
Any such notice or demand is hereby expressly waived, and no specific demand or
notice shall invalidate this waiver. After deducting all costs and expenses of
the purchase and/or sale and deliveries, including, but not limited to,
commissions and transfer and stamp taxes, you shall apply the residue of the
proceeds to the payment of any and all of my liabilities to you, and I shall
remain liable for any deficiency. Upon any such sale, you may purchase the
whole or any part thereof free from any right of redemption. In the event of my
death or incompetency, the authority given by this Paragraph shall continue
effective and shall be binding upon my personal representatives and heirs.
17. I will at all times maintain such margin for my account maintained by SB,
as SB may require from time to time, and any debit balances arising in such
account shall be charged interest in accordance with the terms described in the
SB literature previously provided to me and any subsequent modifications
thereto which will be provided to me. I am aware that interest charges, if not
paid, will be added to the debit balance in my account for the next interest
period. I am aware and agree that you may impose, for my account(s), margin
requirements more stringent than those required by law or exchange regulations.
I further understand and agree that such margin requirements may be changed and
modified by you from time to time without prior notice to me. I further agree
that any waiver by you or failure to promptly enforce, as to my account or that
of others, such margin requirements shall not in any way prevent you from
subsequently enforcing said margin requirements with regard to my account.
