UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Education Alternatives, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
28139B100
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(CUSIP Number)
Harold Nelkin Lester A. Greenberg
Nelkin Capital Management, Inc. Greenberg & Kahr
111 Great Neck Road, Suite 304 230 Park Avenue - 26th Fl.
Great Neck, NY 11021 (516) 466-7552 New York, NY 10169 (212) 297-0130
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 5, 1997
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(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-l(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-l(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).
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SCHEDULE 13D
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CUSIP No. 28139B100 Page 2 of 5 Pages
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Harold Nelkin ###-##-####
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2 Check the Appropriate Box If a Member of a Group*
a. |_|
b. |X|
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3 SEC Use Only
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4 Source of Funds*
PF00
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5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Item
2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
U.S.
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7 Sole Voting Power
Number of
Shares 700,000
Beneficially --------------------------------------------------------
Owned By 8 Shared Voting Power
Each
Reporting 0
Person --------------------------------------------------------
With 9 Sole Dispositive Power
700,000
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10 Shared Dispositive Power
0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
700,000
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12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares* |X|
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13 Percent of Class Represented By Amount in Row (11)
9.32%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2 of 7
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Page 3 of 5 Pages
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 per share, of
Education Alternatives, Inc. a Minnesota corporation (the "Company"), the
principal executive office of which is located at 1300 Norwest Financial
Center, 7900 Xerxes Avenue South, Minneapolis, Minnesota, and is filed on
behalf of Harold Nelkin (the "Reporting Person"). The Company's shares of
Common Stock are hereinafter referred to as the "Shares".
Item 2. Identity and Background
(a) The Reporting Person is Harold Nelkin.
(b) The business address of the Reporting Person is c/o Nelkin Capital
Management Inc., 111 Great Neck Road, Great Neck, New York 11021
(c) The Reporting Person is the sole shareholder, the President and a
portfolio manager employed by Nelkin Capital Management Inc., a
registered investment adviser, whose address is 111 Great Neck Road,
Suite 304, Great Neck, New York 11021.
(d) The Reporting Person has not been convicted in a criminal proceeding
during the last five years.
(e) The Reporting Person during the last five years was not, nor is he,
a party to a judicial or administrative proceeding resulting in a
judgment, decree or final order enjoining, prohibiting or mandating
activities subject to federal or state securities laws or finding a
violation with respect thereto.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of funds or Other Consideration.
The Shares purchased by the Reporting Person were purchased with the
purchaser's own funds, the aggregate purchase price for the 700,000 Shares
is $3,125,963. Approximately $781,491 was borrowed by the Reporting Person
from his broker under the terms of its standard margin agreement, a copy
of which is annexed as Exhibit A.
Item 4. Purpose of the Transaction.
The purpose of the acquisition of the Shares is for investment.
The Reporting Person has no plans or proposals which relate to or would
result in any of the events, actions or conditions enumerated in
paragraphs (a) through (j) of the instructions to this Item 4.
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Page 4 of 5 Pages
Item 5 Interest in Securities of the Issuer.
(a) This statement relates to 700,000 Shares, which the Reporting Person
beneficially owns, constituting approximately 9.32% of the
outstanding Shares.(1) Ruth Nelkin, the Reporting Person's wife,
owns 2,500 Shares, which constitutes approximately .03% of the
outstanding Shares, as to which the Reporting Person disclaims
beneficial ownership. Leslie A. Nelkin the Reporting Person's adult
son owns 201,500 Shares, which constitutes approximately 2.68% of
the outstanding Shares, as to which the Reporting Person disclaims
beneficial ownership. Neither of such persons is a member of a group
with the Reporting Person.
(b) The Reporting Person has sole voting and dispositive power with
respect to 700,000 Shares. The Reporting Person does not share
voting or dispositive power with respect to any Shares.
(c) All transactions in the Shares effected within the past 60 days by
the Reporting Person are set forth on Exhibit B, attached hereto.
All such transactions were effected through the National Association
of Securities Dealers Automated Quote System.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The Reporting Person is not a party to any contracts, arrangements,
understandings or relationships which relate to the Shares.
Item 7. Material to be Filed as Exhibits.
Exhibit A. Standard form of Margin Agreement
Exhibit B. Transactions in the Shares
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(1) Based upon 7,510,000 Shares reported outstanding in the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997.
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Page 5 of 5 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
September 8, 1997 /s/ Harold Nelkin
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Date Signature
Harold Nelkin
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Name/Title
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Page 1 of 3
EXHIBIT A
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[LOGO]
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[Letterhead of Oppenheimer & Co., Inc.]
Client Agreement
Please read carefully, sign and return in the enclosed envelope.
In consideration of Oppenheimer & Co., Inc. ("Oppenheimer") accepting my account
and agreeing to act as my broker, I agree to the following with respect to any
of my accounts with you for extensions of credit and the purchase and sale of
securities, put & call options, and other property. This agreement shall not
become effective until accepted by you in your New York office. Acceptance may
be evidenced by internal records maintained by you. Throughout this agreement,
"I," "me," "we," and "us" refer to the client and all others who are legally
obligated on this account. "You" and "your" refer to Oppenheimer, its
subsidiaries, affiliates, officers, directors, agents and/or employees.
1. MY REPRESENTATIONS. I represent that I am of the age of majority according to
the laws of my state of residence. I further represent that I am not an employee
of any exchange or of a member firm of any exchange or of a member of the
National Association of Securities Dealers, Inc. (the "NASD"), or of a bank,
trust company, or insurance company unless I have notified you to that effect.
If I become so employed, I agree to notify you promptly. I also represent that
no persons other than those signing this agreement have an interest in the
account.
2. DEFINITION OF "PROPERTY." The word "property" is used herein to mean
securities of all kinds, monies, options, bonds, commodities, and contracts for
the future delivery of, or otherwise relating to, commodities or securities and
all other property usually and customarily dealt in by brokerage firms.
3. SHORT AND LONG SALES ORDERS; DELIVERIES AND SETTLEMENTS; PAYMENT FOR ORDER
FLOW. I agree that in giving orders to sell, all "short" sales orders will be
designated as "short" and all "long" sales orders will be designated as "long."
"Short sale" means any sale of a security not owned by the seller or any sale
that is consummated by delivery of a borrowed security. I also agree that you
may at your discretion immediately cover any short sales in my account. The
designation on a sale order as "long" is a representation on my part that I own
the security, and if the security is not in your possession at the time of the
contract for sale, I agree to deliver the security to you by settlement date in
good delivery form. In case of non-delivery of a security, you are authorized to
purchase the security to cover my position and charge any loss, commissions, and
fees to my account. I agree that if you fail to receive payment for securities
purchased, you may, without prior demand and notice, sell securities or other
property held by you in any of my accounts and any loss resulting therefrom will
be charged to my account. I am aware that as a matter of policy, Oppenheimer &
Co., Inc. does not receive payment or any form of compensation from any broker
or dealer, person, exchange, marketplace or registered securities association in
return for routing customer orders to such person or entity.
4. RESTRICTIONS ON TRADING. I understand that you may in your sole discretion
prohibit or restrict trading of securities or substitution of securities in any
of my accounts.
5. ORAL AUTHORIZATIONS. I agree that you shall incur no liability in acting upon
oral instructions given to you concerning my accounts, provided such
instructions reasonably appear to be genuine.
6. TRANSFER OF EXCESS FUNDS; EXCHANGE RATE FLUCTUATIONS. You may transfer excess
funds from my commodity accounts to any of my other accounts for any reason such
as to avoid a margin call, not in conflict with the Commodity Exchange Act. If
any transactions are effected on an exchange in which a foreign currency is
used, any profit or loss as a result of a fluctuation in the exchange rate will
be reflected in my account.
7. TEMPORARY INVESTMENT OF FREE CREDIT BALANCES: PRINCIPAL AND INTEREST
PAYMENTS. I authorize, but do not require, you to automatically invest on a
periodic basis the free credit balances in my accounts, including interest and
dividends paid to me, in mutually selected money market funds or, in the absence
of a verbal or written selection by me, in preselected money market funds. I
understand that you may terminate my automatic cash investment account if my
brokerage account becomes inactive for a period of 90 days and/or if the credit
balance falls below a stated minimum balance. You are not required to remit
interest or dividends to me on a daily basis. You may redeem my money market
fund shares, without notice, to the extent necessary to satisfy any debits
arising in any of my accounts. I acknowledge that interest will not be paid to
me on credit balances in any of my accounts unless specifically agreed to by
you. You may credit my account with principal and interest due on debt
securities held in my accounts on the payments dates and are entitled to recover
any such payments from me if the same are not actually received by you from the
trustee or paying agent.
8. ACCURACY OF REPORTS; COMMUNICATIONS. Confirmation of orders and statements of
my accounts shall be conclusive and deemed correct if not objected to in
writing, within ten (10) days after receipt by me by mail or otherwise.
Communications mailed to me at the address specified by me to you shall, until
you have received notice from me of a different address, be deemed to have been
personally delivered to me and I agree to waive all claims resulting from
failure to receive such communications.
9. CORRESPONDENT ACCOUNTS. 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 of my
accounts. Furthermore, I agree that my introducing broker and its employees are
third party beneficiaries of this agreement.
10. SECURITY INTEREST. As security for the payment of all loans presently
outstanding or to be made under this or any other agreement between us, and for
all liabilities I may have to you now or in the future, I grant you a security
interest in and general lien upon any and all property belonging to me or in
which I may have an interest, held by you or carried in any of my accounts
(individual or multiple owner), including commodity accounts. All property shall
be subject to such security interest as collateral for the discharge of my
obligations to you, wherever or however arising and without regard to whether or
not you have made loans with respect to such property. You are hereby authorized
to sell and/or purchase any and all property in any of my accounts or to
liquidate any open commodity futures or forward contracts in any of my accounts
without notice in order to satisfy such obligations. 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.
11. LIQUIDATION OF COLLATERAL OR ACCOUNT. You may sell any or all property held
in any of my accounts and cancel any open orders for the purchase or sale of any
property without notice in the event of my death or whenever in your discretion
you consider it necessary for your protection. In such event you also may borrow
or buy-in all property required to make delivery against any sale, including a
short sale, effected for me. Such sale or purchase may be public or private and
may be made without advertising or notice to me and in such manner as you may in
your discretion determine. No demands, calls, tenders or notices which you may
make or give in any one or more instances shall invalidate the foregoing waiver
on my part. At any such sale you may purchase the property free of any right of
redemption and I shall be liable for any deficiency in my accounts. Without your
prior written consent, I will not cause or allow any of the collateral held in
my account, 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.
12. LOANS. From time to time you may, at your discretion, make loans to me for
any purpose, including the purpose of purchasing, carrying or trading in
securities ("Margin Loans"). Pursuant to Regulation T, Margin Loans will be made
in a Margin 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.
13. PAYMENT OF LOANS ON DEMAND. 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 accounts 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. That is, loans are not
made for any specific term or duration but rather are due and payable at your
discretion upon a demand for payment made to me. I agree that you may at your
sole option apply payments of interest, dividends, premium and principal
received on any of the collateral, whether pursuant to the terms of such
collateral or upon the sale of the collateral, to the payment of the balance due
in my accounts or pay such amounts to me.
14. MAINTENANCE OF COLLATERAL. I understand that the properties in my Margin
Account, together with all attendant rights of ownership, may be carried in your
general loans and may be pledged, repledged, hypothecated, or re-hypothecated,
or loaned by you separately or in common with other properties. The pledge,
repledge, hypothecation,
<PAGE>
Page 2 of 3
or re-hypothecation by you may secure your indebtedness equal to or greater than
the amount owed to you by me. I agree to deposit additional collateral, as you
may in your discretion require from time to time, in the form of cash or
securities in accordance with the rules and regulations of the Federal Reserve
Board, the New York Stock Exchange ("NYSE"), the American Stock Exchange, Inc.
("AMEX"), other national securities exchanges, associations or regulatory
agencies under whose jurisdiction you are subject and you own minimum house
margin maintenance requirements. In the event I no longer maintain a debit
balance or an indebtedness to you, it is understood that you will fully
segregate all securities in my accounts in your safekeeping or control (directly
or through a clearing house) and/or deliver them to me upon request.
15. INTEREST CHARGES AND PAYMENTS. I agree to pay interest, to the extent not
prohibited by the laws of the State of New York, upon all amounts advanced and
other balances due in my accounts in accordance with your usual custom, which
may include the compounding of interest. Your custom, which may change from time
to time, will be set forth in your Truth-In-Lending Statement included in your
booklet entitled "What You Should Know About Your New Account," which is
incorporated herein by reference. By entering into any transactions with you
after I receive the Truth-In-Lending Statement, I acknowledge that I have read
and agreed to the Truth-In-Lending Statement for all past and future
transactions in my account. I understand that interest on all debit balances
shall be payable ON DEMAND and that, in the absence of any demand, interest
shall be due on the first business day of each interest period. My daily net
debit balance will include accrued interest I have not paid from prior interest
periods, if any. I understand that to the extent permitted by applicable law you
may charge me interest on the unpaid interest previously added to my debit
balance, that is, you may charge me compound interest. You may, in your
discretion, not deem any check or other remittance to constitute payment until
it has been paid by the drawee and the funds representing such payment have
become available to you.
16. CREDIT INFORMATION AND INVESTIGATION. I authorize you to obtain reports
concerning my credit standing and my business conduct at your discretion. Upon
my request you will inform me whether you have obtained credit 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.
17. JOINT ACCOUNTS. If this is a joint account, we jointly and severally agree
that each of us shall have authority on behalf of this account to buy, sell
(including short sales), and otherwise deal in, through you as brokers,
securities or options, on margin or otherwise, to receive for the account and to
dispose of money, securities and other property, make, terminate, or modify for
the account, agreements relating to these matters or waive any of the provisions
of such agreements, and generally to deal with you as if each of us alone are
the account owner, all without notice to the other account owners. We agree that
notice to any account owner shall be deemed to be notice to all account owners.
Each account owner shall be jointly and severally liable for this account.
a. You may follow the instructions of any of us concerning this account and make
deliveries to any of us, of any or all securities in this account, and make
payments to any of us, or any or all monies in this account as any of us may
order and direct, even if such deliveries and/or payments shall be made to one
of us personally, and not for this account. You shall be under no obligations to
inquire into the purpose of any such demand for delivery of securities or
payment, and you shall not be bound to see to the application or disposition of
the said securities and/or monies so delivered or paid to us.
b. In the event of the death of any of us, the survivor(s) shall immediately
give you written notice thereof, and you may, before or after receiving such
notice, take such proceedings, require such documents, retain such portion
and/or 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 any of us who shall have died shall be liable and
each survivor will be liable, jointly or severally, to you for any debt or loss
in this account resulting from the completion of transactions initiated prior to
your receipt of a written notice of such death or incurred in the liquidation of
the account or the adjustment of the interests of the respective parties.
c. Any taxes or other expenses becoming a lien against or being payable out of
the account as the result of the death of any of us, or through the exercise by
his or her estate or representatives of any rights in the account shall be
chargeable against the interest of the survivor(s) as well as against the
interest of the estate of the decedent. This provision shall not release the
decedent's estate from any liability provided for in this agreement.
d. DESIGNATION OF TENANCY: This paragraph 17(d) is not applicable in community
property jurisdictions (e.g., Texas, California), where the "Community Property
Supplement" must be executed and returned with this agreement.
You may presume that it is the express intention of us to create an estate or
account as joint tenants with rights of survivorship and not as
tenants-in-common, unless otherwise provided by striking this paragraph and
executing a separate Tenancy-in-Common form and returning it to you. In the
event of the death of either or any of us, the entire interest in the joint
account shall be vested in the survivor on the same terms and conditions as
therefore held, without in any manner releasing the decedent's estate from the
liability. Notwithstanding the foregoing, you are authorized, in your
discretion, to require joint actions by the joint tenants with respect to any
matter concerning the joint account, including the giving or cancellation of
orders and the withdrawal of moneys, securities or other property.
18. APPLICABLE LAW AND REGULATIONS. This agreement and its enforcement shall
be governed by the laws of the State of New York without giving effect to the
choice of law or conflicts of law provisions thereof. All transactions for my
accounts shall be subject to the regulations of all applicable federal, state
and self-regulatory agencies including but not limited to the Securities and
Exchange Commission, the various securities and commodity exchanges, the
Municipal Securities Rulemaking Board, the NASD, the Board of Governors of the
Federal Reserve System and the constitution, rules and customs of the exchange
or market (and its clearing house, if any) where executed. Actual deliveries
are intended on all transactions. I agree not to exceed the exercise limits
and/or position limits set by the option exchanges, for my own account, acting
alone or in concert with others.
19. BINDING EFFECT. This agreement and its terms shall be binding upon my heirs,
executors, successors, administrators, assigns, committee and conservators
("successors"). In the event of my death, incompetency, or disability, whether
or not any successors of my estate and property shall have qualified or been
appointed, you may continue to operate as though I were alive and competent and
you may liquidate my account as described in Paragraph 11 above without prior
notice to or demand upon my successors. This agreement shall inure to the
benefit of your assigns and successors, by merger, consolidation or otherwise
(and you may transfer my accounts to any such successors and assigns).
20. WAIVER NOT IMPLIED. Your failure to insist at any time upon strict
compliance with this agreement or with any of its terms or any continued course
of such conduct on your part shall not constitute or be considered a waiver by
you of any of your rights.
21. SEVERABILITY. If any provision of this agreement is or becomes inconsistent
with any applicable present or future law, rule or regulation, that provision
will be deemed rescinded or modified in order to comply with the relevant law,
rule or regulation. All other provisions of this agreement will continue and
remain in full force and effect.
22. TERMINATION. You have the right to terminate any of my accounts (including
multiple owner accounts) at any time by notice to me.
23. NO ORAL MODIFICATION; AFFECT ON PRIOR AGREEMENTS. No modification of this
agreement shall be effective unless in writing and executed by you and me. This
agreement is not subject to any oral modification, the signing of this agreement
supersedes any prior Customer's or Client's Agreement (except those governing
transactions in my commodity accounts) made with you or any of your predecessors
or assignors. To the extent this agreement is inconsistent with any other
agreement governing my account, the provisions of this agreement shall govern.
24. NEW ACCOUNT FORM INFORMATION. This paragraph is not applicable to
correspondent accounts as described in paragraph 9. I acknowledge that I have
received and read the Oppenheimer New Account Form, and I certify that the
information contained therein was provided by me to you and is true and accurate
in all respects. I agree to notify the office in which I am transacting
business, without delay, of any changes or corrections in connection with any
information contained in the Oppenheimer New Account Form.
25. TERMINATION FEE. I agree that a ($50) service fee will be charged to my
account should I instruct you to transfer my account from Oppenheimer to another
financial institution.
26. NON-DISCLOSURE OF BENEFICIAL OWNERS. SEC Rule 14b-1(c) requires registered
brokers who hold securities for their clients to provide issuers, upon their
request, with names, addresses and security positions of clients who are
beneficial owners of the issuer's securities as of the announced record date,
and who have not objected to such disclosure.
If you do not wish your name to be released you must check the box below.
|_| NO. I do not want my name, address and security positions released to
requesting companies in which I hold securities.
Failure to respond to this notice will legally obligate Oppenheimer & Co., Inc.
to disclose your identity to requesting companies.
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27. ARBITRATION. Arbitration: By maintaining my account with you, I/we agree to
submit all controversies with you to arbitration in accordance with the
provisions set forth below and my understanding that:
o Arbitration is final and binding on the parties.
o The parties are waiving their right to seek remedies in court, including
the right to a jury trial.
o Pre-arbitration discovery is generally more limited and different from
court proceedings.
o The arbitrator's 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 arbitrators is strictly limited.
o The panel or arbitrators will typically include a minority of arbitrators
who were or are affiliated with the securities industry.
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 Federal Arbitration Act to the
fullest extent permitted by law. The arbitration shall be determined only before
and in accordance with the rules then in effect of either the New York Stock
Exchange, Inc. or the National Association of Securities Dealers, Inc. or any
other exchange or self-regulatory organization of which you are a member as I
may elect. The award of the arbitrators, or of the majority of them, shall be
final, and judgment upon the award may be entered by any court of competent
jurisdiction without notice to me. Notice preliminary to, in conjunction with,
or incident to such arbitration may be sent to me by mail and I waive personal
service thereof. No person shall bring putative or certified class action to
arbitration, nor seek to enforce any pre-dispute arbitration agreement against
any person who has initiated in court a putative class action; or who is a
member of a putative class who has not opted out of the class with respect to
any claims encompassed by the putative class action until: (i) the class
certification is denied; or (ii) the class is decertified; or (iii) the customer
is excluded from the class by the court. Such forbearance to enforce an
agreement to arbitrate shall not constitute a waiver of any rights under this
agreement except to the extent stated herein.
Taxpayer Identification and Certification - Under penalties of perjury, I
certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (IRS) that I am subject to backup
withholding as a result of a failure to report all interest or dividends,
or the IRS has notified me that I am no longer subject to backup
withholding.
Certification Instructions. - You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2). (Also see Certification under Specific
Instructions.) For Those Exempt from Back-up Withholding (see Instructions),
write the word "Exempt" here: ______________
CAUTION TO CLIENT: IT IS IMPORTANT THAT YOU READ THIS AGREEMENT BEFORE YOU SIGN
IT.
THE UNDERSIGNED ACKNOWLEDGE HAVING READ THE OPPENHEIMER CLIENT AGREEMENT IN ITS
ENTIRETY BEFORE SIGNING, INCLUDING THE PRE-DISPUTE ARBITRATION CLAUSE SET FORTH
IN PARAGRAPH 27 ON THIS PAGE. THE UNDERSIGNED FURTHER ACKNOWLEDGE RECEIPT OF A
COPY OF THE CLIENT AGREEMENT.
SIGN HERE ONLY IF YOU ARE OPENING A "CASH ACCOUNT"
By signing below the client agrees to the terms stated in sections 1-11, 13,
15-26 of this agreement.
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Client's X Date This Client's social security or tax
Signature identification number on OpCo's
records is: |_|_|_|_|_|_|_|_|_|
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Other Owner's X Date The Other or Joint Owner's social
Signature security or tax identification number
is: |_|_|_|_|_|_|_|_|_|
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Other Owner's X Date The Other or Joint Owner's social
Signature security or tax identification number
is: |_|_|_|_|_|_|_|_|_|
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Please print your name and address:
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SIGN HERE ONLY IF YOU ARE OPENING A "MARGIN ACCOUNT"
You are hereby specifically authorized to lend, from time to time and without
notice to me, either separately or with other securities or any other property
to either yourself as broker or to others, any securities or any other property
held by you for me on margin. This agreement shall continue in effect until
signed notice of revocation is received by or from me and, in case of such
revocation, it shall continue in effect as to transactions entered into prior
thereto.
By signing this agreement I acknowledge that my securities may be loaned to you
or loaned out to others.
By signing below the client agrees to the terms stated in all sections of this
agreement.
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Client's X Date This Client's social security or tax
Signature identification number on OpCo's
records is: |_|_|_|_|_|_|_|_|_|
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Other Owner's X Date The Other or Joint Owner's social
Signature security or tax identification number
is: |_|_|_|_|_|_|_|_|_|
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Other Owner's X Date The Other or Joint Owner's social
Signature security or tax identification number
is: |_|_|_|_|_|_|_|_|_|
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Please print your name and address:
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FOR OFFICE USE ONLY
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ACTION BRANCH ACCOUNT NO. T C DOC
CODE ------------------------------------ CODE
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2
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Page 1 of 1
Exhibit B
TRANSACTIONS IN THE SHARES SINCE
July 23, 1997
Purchase Number
Purchase Date Price Per Share of Shares Cost
- ------------- --------------- --------- ----
7/29/97 4 5/8 2,500 $ 11,816.35
7/30/97 4 5/8 2,500 $ 11,816.35
7/31/97 4 5/8 10,000 $ 47,253.85
7/31/97 4 9/16 10,000 $ 46,625.00
8/1/97 4 5/8 5,000 $ 23,628.85
8/12/97 4 3/8 4,500 $ 20,141.35
8/13/97 4 1/2 5,500 $ 25,303.85
8/20/97 4 3/4 10,000 $ 48,503.85
8/27/97 4 7/8 10,000 $ 49,753.85
9/3/97 5 3/8 3,000 $ 16,425.00
9/3/97 5 7/16 17,000 $ 94,141.35
9/4/97 5 1/8 22,500 $117,566.35
9/5/97 5 1/4 3,000 $ 16,053.85
9/5/97 5 7/16 4,500 $ 24,918.75
The total cost for these 110,000 shares was $ 553,948.60
