<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Education Alternatives, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
28139B 10 0
(CUSIP Number)
Benjamin Nazarian
Pioneer Venture Fund, L.L.C.
2000 Pasadena Avenue
Los Angeles, California
(213) 223-1114
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
- with a copy to -
Thomas M. Cerabino, Esq.
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
September 12, 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 [ ].
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).
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
- ---------------------------
CUSIP No. 28139B 10 0
- ---------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pioneer Venture Fund, L.L.C.
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF, OO
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
--------- ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 141,500
PERSON
WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
141,500
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
141,500
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- --------------------------------------------------------------------
*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
<PAGE>
SCHEDULE 13D
- ------------------------------
CUSIP No. 28139B 10 0
- ------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Union Communications Company
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
--------- ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 204,500
PERSON
WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
204,500
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
204,500
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
*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.
3
<PAGE>
SCHEDULE 13D
- -----------------------------------
CUSIP No. 28139B 10 0
- -----------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Benjamin Nazarian
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 55,000
BENEFICIALLY
--------- ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 346,000
PERSON
WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
55,000
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
366,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
421,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
*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.
4
<PAGE>
SCHEDULE 13D
- --------------------------------
CUSIP No. 28139B 10 0
- --------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. Pejman Salimpour
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 20,000
BENEFICIALLY
--------- ------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
20,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.3%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
*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.
5
<PAGE>
This Schedule 13D is being filed on behalf of (1) Pioneer Venture Fund,
L.L.C., a Delaware limited liability company ("PVF"), (2) Union Communications
Company, a California limited partnership ("UCC"), (3) Benjamin Nazarian
("Nazarian") and (4) Dr. Pejman Salimpour ("Salimpour"), relating to the Common
Stock, par value $.01 per share (the "Common Stock"), of Education Alternatives,
Inc., a Minnesota corporation (the "Company"). Each of the Reporting Persons
(defined below) has acquired direct ownership of shares (the "Shares") of the
Common Stock.
Item 1. Security and Issuer.
This statement relates to the Common Stock of the Company. The
principal executive offices of the Company are located at 1300 Norwest Financial
Center, 7900 Xerxes Avenue South, Minneapolis, Minnesota 55431.
Item 2. Identity and Background.
(a) This statement is filed by PVF, UCC, Nazarian and Salimpour
(collectively, the "Reporting Persons"). Attached as Exhibit 1 and incorporated
by reference herein is the information required by Item 2 as to the members of
PVF and the general partners of UCC.
(b) The address of the principal business and principal office of each
of PVF and UCC is 2000 Pasadena Avenue, Los Angeles, California 90031.
Nazarian's business address is 2000 Pasadena Avenue, Los Angeles, California
90031. Salimpour's business address is Encino Medical Tower, 16260 Ventura
Boulevard, #210, Encino, California 91436.
(c) The principal business of PVF is that of a limited liability
company engaged in making investments. The principal business of UCC is that of
a partnership engaged in making investments. Nazarian's principal occupation is
acting as Manager of PVF. Salimpour's principal occupation is physician. The
business address of each of the Reporting Persons is given in response to
section (b) above.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last
five years, been a party to a civil proceeding of a judicial or
6
<PAGE>
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals referred to in paragraph (a) above is
a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required by PVF to purchase the Shares it
owns directly was $811,800 and was furnished from (i) a loan from UCC in the
amount of $500,000, as evidenced by a promissory note, a copy of which is
attached hereto as Exhibit 2 and is incorporated herein by reference, (ii) a
loan from UCC in the amount of $520,000, as evidenced by a promissory note, a
copy of which is attached hereto as Exhibit 3 and is incorporated herein by
reference, and (iii) a margin loan from Prudential Securities Incorporated
("Prudential"), made by Prudential in the ordinary course of its business. A
copy of the Margin Agreement between PVF and Prudential is attached hereto as
Exhibit 4 and is incorporated herein by reference.
The total amount of funds required by UCC to purchase the Shares it
owns directly was $886,225.20 and was furnished from margin loans from
Prudential and Lehman Brothers Inc. ("Lehman"), made by Prudential and Lehman in
the ordinary course of their respective businesses. Copies of the Margin
Agreements between UCC and each of Prudential and Lehman are attached hereto as
Exhibits 5(a) and 5(b) respectively, and are incorporated herein by reference.
The total amount of funds required by Nazarian to purchase the Shares
he owns directly was $254,700 and was furnished from margin loans from Lehman,
made by Lehman in the ordinary course of its business. A copy of the Margin
Agreement between Nazarian and Lehman is attached hereto as Exhibit 6 and is
incorporated herein by reference.
The total amount of funds required by Salimpour to purchase the Shares
he owns directly was $112,500 and was furnished from margin loans from
Prudential, made by Prudential in the ordinary course of its business. A copy of
the Margin Agreement between Salimpour and Prudential is attached hereto as
Exhibit 7 and is incorporated herein by reference.
7
<PAGE>
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Shares owned by them as an
investment. The Reporting Persons intend to review on a continuing basis their
investment in the Shares and take such actions with respect to their investment
as they deem appropriate in light of the circumstances existing from time to
time. Such actions could include, among other things, purchasing additional
shares of Common Stock, discussing with Company management or other significant
holders of the Common Stock matters related to the Company, including but not
limited to enhancing shareholder value, and/or seeking representation on the
Company's Board of Directors. The Reporting Persons (or any of them) could also
determine to dispose of their Shares, in whole or in part, at any time. Any such
decision would be based on an assessment by such Reporting Persons of a number
of different factors, including, without limitation, the business, prospects and
affairs of the Company, the market for the Common Stock, the condition of the
securities markets, general economic and industry conditions and other
opportunities available to the Reporting Persons. Any purchases or dispositions
of Shares may be effected through open market purchases or other types of
transactions.
Except as set forth above, none of the Reporting Persons has any plans
or proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an aggregate of 421,000
Shares. Based on information contained in the Company's Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on May 6, 1997, the
Shares held by the Reporting Persons represent approximately 5.6% of the
outstanding Shares.
PVF beneficially owns 141,500 Shares, representing approximately 1.9%
of the outstanding Shares. UCC beneficially owns 204,500 Shares, representing
approximately 2.7% of the outstanding Shares. Nazarian directly owns 55,000
Shares, representing approximately 0.7% of the outstanding Shares. Salimpour
beneficially owns 20,000 Shares, representing approximately 0.3% of the
outstanding Shares.
8
<PAGE>
By reason of the control Nazarian exercises with respect to the
investments of PVF and UCC, as described in Item 6, Nazarian may be deemed under
Rule 13d-3 ("Rule 13d-3") under the Securities Exchange Act of 1934 (the
"Exchange Act") to own beneficially all of the Shares owned by PVF and UCC. By
reason of a limited power of attorney executed by Salimpour giving Nazarian
certain powers as described in Item 6, Nazarian may be deemed under Rule 13d-3
to own beneficially all of the Shares which Salimpour beneficially owns. Thus,
Nazarian may be deemed to have beneficial ownership of 421,000 Shares,
representing approximately 5.6% of the outstanding Shares.
(b) Each of PVF and UCC share with Nazarian the power to vote or to
direct the vote and the power to dispose or to direct the disposition of the
Shares owned directly by them. Nazarian shares the power to dispose or to direct
the disposition of the 20,000 Shares owned directly by Salimpour. Salimpour has
the sole power to vote or to direct the vote of the 20,000 Shares owned directly
by him.
(c) All transactions in the Common Stock effected by the Reporting
Persons during the past sixty days are listed on the attached Exhibit 8, which
is incorporated herein by reference. All transactions listed were made through
brokers in open market transactions effected on the Nasdaq National Market.
(d) Except as set forth in this Item 5, no person other than each
respective record owner referred to herein of securities is known to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Nazarian controls, in practice, the investment decisions of PVF
and UCC.
Salimpour has executed a limited power of attorney, giving Nazarian
shared power of disposition, but not voting power, over the Shares held by
Salimpour. This limited power of attorney is attached hereto as Exhibit 9 and is
incorporated herein by reference.
9
<PAGE>
Pursuant to Rule 13d-1(f) promulgated under the Exchange Act, the
Reporting Persons have entered into an agreement with respect to the joint
filing of this statement, and any amendment or amendments hereto, which is
attached hereto as Exhibit 10 and is incorporated herein by reference.
Except as described herein and by reference to Items 3 and 4 above,
there are no contracts, arrangements, understandings or relationships among the
persons named in Item 2 or between such persons and any other person with
respect to any securities of the Company.
By virtue of the relationships among the Reporting Persons as described
in Item 2, the Reporting Persons may be deemed to be a "group" under the Federal
securities laws.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Information relating to members of PVF and general
partners of UCC
Exhibit 2 Promissory Note made by PVF for the benefit of UCC
Exhibit 3 Promissory Note made by PVF for the benefit of UCC
Exhibit 4 Margin Agreement between PVF and Prudential
Exhibit 5(a) Margin Agreement between UCC and Prudential
Exhibit 5(b) Form of Margin Agreement between UCC and Lehman
Exhibit 6 Form of Margin Agreement between Nazarian and Lehman
Exhibit 7 Margin Agreement between Salimpour and Prudential
Exhibit 8 Schedule of transactions in the Common Stock by the
Reporting Persons during the past sixty days
Exhibit 9 Limited Power of Attorney of Salimpour
Exhibit 10 Joint Filing Agreement
Exhibit 11 Powers of Attorney executed in connection with filings
under the Securities Exchange Act of 1934
10
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 22, 1997
PIONEER VENTURE FUND, L.L.C.
By:/s/ Benjamin Nazarian
------------------------------
Name: Benjamin Nazarian
Title: Manager
UNION COMMUNICATIONS COMPANY
By: *
------------------------------
Name: Parviz Nazarian
Title: General Partner
/s/ Benjamin Nazarian
------------------------------
Benjamin Nazarian
*
------------------------------
Dr. Pejman Salimpour
* By: /s/ Benjamin Nazarian
------------------------------
Benjamin Nazarian
Attorney-in-Fact
11
<PAGE>
Exhibit 1
Information relating to
Members of PVF and
General Partners of UCC
<TABLE>
<CAPTION>
Members of PVF
Name Business Address Present Principal Occupation
- ---- ---------------- ----------------------------
<S> <C> <C>
Nazarian* 2000 Pasadena Avenue, Los Angeles, Manager of PVF
California 90031
Parviz Nazarian 2000 Pasadena Avenue, Los Angeles, Chairman of STADCO
California 90031
Daphna Salimpour 2000 Pasadena Avenue, Los Angeles, Consultant to UCC
California 90031
Dalia Sassouni c/o Nippon Tex Inc., 55 West 39th Self-employed attorney
Street, New York, New York 10018
Dora Kadisha 1931 N. Broadway, Los Angeles, Self-employed
California 90031
- --------------------
*Nazarian is the Manager of PVF.
</TABLE>
<TABLE>
<CAPTION>
General Partners of UCC
Name Business Address Present Principal Occupation
- ---- ---------------- ----------------------------
<S> <C> <C>
Parviz Nazarian 2000 Pasadena Avenue, Los Angeles, Chairman of STADCO
California 90031
Pouran Nazarian 2000 Pasadena Avenue, Los Angeles, Homemaker
California 90031
- -----------------------
Nazarian is a limited partner of UCC.
</TABLE>
<PAGE>
All the individuals listed above are related by blood or marriage.
None of the members or general partners listed above has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
None of the members or general partners listed above has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
Each of the individuals listed above is a United States citizen, except for Dora
Kadisha, who is a citizen of Israel.
<PAGE>
EXHIBIT 2
PIONEER VENTURE FUND, L.L.C.
2000 Pasadena Avenue, Los Angeles, CA 90031
Telephone: 213-223-1114 Facsimile: 213-221-4047
PROMISSORY NOTE
$500,000.00 Los Angeles, California
September 11, 1997
FOR VALUE RECEIVED, PIONEER VENTURE FUND, L.L.C. ("Borrower"), hereby promises
to pay, to Union Communications Company ("Lender"), ON DEMAND, the sum of FIVE
HUNDRED THOUSAND DOLLARS($500,000.00), with accrued interest at the rate of
Seven percent (7%), per annum on unpaid balance. All interest shall be computed
for the actual number of days elapsed on the basis of a year consisting 360
days.
The undersigned shall have the right the prepay without penalty.
In the event of default, the undersigned agrees to pay all reasonable fees and
cost of collection.
Maker, surety, guarantor or endorser of this note waives presentation of
payment, notice of non-payment, protest and notices of protest and agrees to all
extensions, renewals, or release, discharge exchange of any other party of
collateral notice.
IN WITNESS HEREOF, Borrower has executed and delivers this Note as of the day
and year first above written.
/s/ Benjamin Nazarian
------------------------------
PIONEER VENTURE FUND, L.L.C.
<PAGE>
EXHIBIT 3
PIONEER VENTURE FUND, L.L.C.
2000 Pasadena Avenue, Los Angeles, CA 90031
Telephone: 213-223-1114 Facsimile: 213-221-4047
PROMISSORY NOTE
$520,000.00 Los Angeles, California
September 16, 1997
FOR VALUE RECEIVED, PIONEER VENTURE FUND, L.L.C. ("Borrower"), hereby promises
to pay, to Union Communications Company ("Lender"), ON DEMAND, the sum of FIVE
HUNDRED TWENTY THOUSAND DOLLARS($520,000.00), with accrued interest at the rate
of Seven percent (7%), per annum on unpaid balance. All interest shall be
computed for the actual number of days elapsed on the basis of a year consisting
360 days.
The undersigned shall have the right the prepay without penalty.
In the event of default, the undersigned agrees to pay all reasonable fees and
cost of collection.
Maker, surety, guarantor or endorser of this note waives presentation of
payment, notice of non-payment, protest and notices of protest and agrees to all
extensions, renewals, or release, discharge exchange of any other party of
collateral notice.
IN WITNESS HEREOF, Borrower has executed and delivers this Note as of the day
and year first above written.
/s/ Benjamin Nazarian
------------------------------
PIONEER VENTURE FUND, L.L.C.
<PAGE>
SECURITIES AGREEMENT Exhibit 4
Limited Partnership-Margin Account Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
This agreement describes the terms and conditions which govern our Prudential
Securities Incorporated ("PSI") margin securities account. We agree to comply
with these terms and conditions.
1. Unless we give you written notice to the contrary, we are not and will not be
employees of any exchange or a member firm of any exchange or the NASD. We are
the only persons who have an interest in this account.
2. This agreement will remain in effect for the life of the account and contains
our entire understanding. We may instruct PSI to close our account at any time,
and we understand we will be responsible for all fees, prior transactions,
transactions outstanding as of the time PSI receives our instruction to close
our account, as well as for all subsequent deliveries of our assets.
3. We agree to pay for all transactions no later than 2:00 p.m. (E.T.) on the
settlement date. PSI may require us to prepay for any order. PSI shall have a
general lien on all money, securities or other property ("property") we may have
on deposit with PSI or in which we have an interest, such as a joint account.
PSI may, without notice to us and at its discretion, liquidate or transfer any
such property in order to satisfy any indebtedness we may have to PSI or to
relieve PSI of any risk of a deficit existing in our account. We shall be liable
for any remaining deficiency in our account.
4. We agree to conduct our account in accordance with all applicable laws or
regulations as well as the rules and practices of any market or clearing house
through which our trades may be executed or processed. PSI may conduct all
transactions for us in accordance with the customs and usages of securities
firms and of the various exchanges. PSI's failure to comply with any rule or
regulation which is not otherwise a breach of this agreement shall not relieve
us of our obligations under this agreement.
5. PSI may, at its discretion, decline to accept any order from us including
instructions to deliver out our account. PSI may require that we transfer our
account from PSI. We understand that if we do not promptly transfer our account
upon PSI's demand, PSI reserves the right to liquidate positions in our account
at its discretion.
6. We agree to pay commissions, charges, interest and fees at PSI's prevailing
rates, which may change without notice to us except as otherwise provided by
law. We also agree to pay PSI's reasonable attorneys' fees and interest at the
highest lawful rate in the event PSI takes legal action to collect any amount
due from us to PSI.
7. PSI will send all written communications relating to our account to the
mailing address we have given PSI. We acknowledge that if we have a new address
we must advise PSI of that address. We understand that all communications sent
to the address we have given PSI are deemed to be
1
<PAGE>
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
personally delivered to each of us. We agree that we will have no claim against
PSI based on our failure to receive any communication.
8. All reports of the execution of orders (confirmations) and account statements
are binding on us unless we object in writing ten days after mailing to us. We
understand that we must advise the Branch Manager at the branch where our
account is held, in writing, if we think there is an error or omission in any
communication, even if an employee of PSI agrees to correct the error or
omission. We understand that, notwithstanding the price at which the execution
of an order was reported to us, the actual execution price is binding upon us.
9. If a court, regulatory agency or self-regulatory organization determines that
a provision of this agreement is invalid or unenforceable, that decision will
apply only to that provision; the rest of the agreement remains in effect. PSI
does not waive any of its rights under this agreement, even if it does not
insist at all times on strict compliance with all the terms of this agreement.
No part of this agreement can be changed unless it is agreed to by us and an
officer of PSI in writing.
10. Prudential Securities Incorporated client accounts are protected by SIPC and
PSI's excess insurance coverage.
11. This agreement is to be governed by the laws of the State of New York and
may be used for the benefit of PSI's successors or assigns. We, as well as our
representatives (which can include our heirs, executors, administrators, assigns
or attorneys-in-fact) are bound by the terms of this agreement.
12. - Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court,
including the right to jury trial.
- Pre-arbitration discovery is generally more limited than and
different from court proceedings.
- The arbitrators' award is not required to include factual findings
or legal reasoning and any party's right to appeal or to seek
modification of rulings by the arbitrators is strictly limited.
- The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
2
<PAGE>
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
We agree that any controversy arising out of or relating to our account, to
transactions with or for our account or any breach of this or any other
agreement between us, whether executed or to be executed within or outside of
the United States, and whether entered into prior, on or subsequent to the date
indicated on the signature page, shall be determined by arbitration. The
arbitration may be before either the New York Stock Exchange, Inc. or the
National Association of Securities Dealers, Inc. or any other self-regulatory
organization of which Prudential Securities incorporated is a member, as we may
elect and shall be governed by the laws of the State of New York. If we do not
make such election by registered mail addressed to PSI at PSI's main office
within five (5) days after demand by PSI that we make such election, then PSI
may make the election. Any notice in connection with such arbitration proceeding
may be sent to us by mail and we hereby waive personal service. Judgment upon
any award rendered by the arbitrators may be entered in any court having
jurisdiction, without notice to us. No person shall bring a putative or
certified class action to arbitration, nor seek to enforce any pre-dispute
arbitration agreement against any person who has initiated in court a putative
class action; or who is a member of a putative class who has not opted out of
the class with respect to any claims encompassed by the putative class action
until: (i) the class certification is denied; or (ii) the class is decertified;
or (iii) the customer is excluded from the class by the court. Such forbearance
to enforce an agreement to arbitrate shall not constitute a waiver of any rights
under this agreement except to the extent stated herein.
Partnership Account Agreement
We attest that this is a duly organized general partnership. All parties
authorized to act on behalf of this partnership have executed this agreement on
the signature page.
We are fully authorized to act alone on behalf of the partnership and may make
any commitments, agreements, and/or modifications, and may enter into
transactions of any kind, for this account. Each of the partners will sign all
agreements as are required in connection with transactions for this account, all
of the terms and provisions of such agreements, along with the terms of this
agreement shall be binding upon the partnership and upon each partner jointly
and severally.
PSI is hereby authorized to accept from any one partner any and all orders for
this account, and to act thereon, including, but not limited to, the cash
purchase or sale of securities as well as for the payment of money, including
payments to the person giving the order or any other action with respect
thereto.
PSI is also authorized to deliver to any one of the partners, securities held to
the credit of this account and to pay to any one of the partners, monies held by
PSI to the credit of this account.
PSI is further authorized to accept from each and any one of the partners all
orders and instructions, whether written or oral, which are hereby deemed
ratified and approved by and
3
<PAGE>
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
binding upon the others. Confirmations and other communications relating to this
account may be sent by PSI to any one of the general partners.
Each of us understands that, under the Rules of Fair Practice of the National
Association of Securities Dealers, securities in certain public offerings may
not be sold to any of the following:
(1) any officer, director, employee or agent of Prudential Securities
Incorporated;
(2) any officer, general partner, director, employee or agent of any other
broker/dealer;
(3) any senior officer of a bank, savings and loan company, insurance company,
registered investment company, registered investment advisory company or any
other institutional type domestic or foreign company engaged directly or
indirectly in buying or selling securities;
(4) any employee of one of the institutions in #(3) above who works in the
securities department of that institution or whose activities directly or
indirectly involve or may influence the function of buying or selling securities
for that institution;
(5) any person who may be in a position to act as a finder as to offerings or in
a fiduciary capacity to entities who may be underwriters of offerings (such as,
for example, attorneys, accountants, etc.); or
(6) a member of the immediate family of any person noted in #s (1) through (5)
above. ("Immediate family" for these purposes includes parents, parents-in-law,
spouse, sibling, sibling-in-law, children, or any relative to whose support the
person contributes directly or indirectly).
We represent that there (check one): is _______ is not _____ any party to this
account who is a person described in numbers (1) through (6) of this partnership
account agreement.
Margin Agreement
1. We agree to keep whatever margins PSI, in its sole discretion, requires. We
promise to pay on demand any debit balance which may be owing in our account.
2. We understand and agree that PSI may, at any time and in its sole discretion,
without any margin call or prior demand or notice, sell any property which it is
holding or carrying for us, or may buy any property which our account may be
short, in order to close out entirely or in part, any commitment we may owe to
PSI. PSI may place stop orders in regard to such property. Any sale or purchase
may be made in PSI's sole discretion on any exchange or other market, or at
4
<PAGE>
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
public auction or private sale and may be done with or without advertising. PSI
may buy for its own account such property and we waive any right to redeem that
property.
3. We understand that any prior demand, call or notice that PSI will provide us
will not amount to a waiver of its right to act without such demand, call or
notice.
4. We agree that in giving an order to sell, a sell order for which we do not
own or do not intend to deliver the security will be designated as "short" by
us; all other sale orders will be designated as "long" by us. We understand that
by designating a sell order as "long" we own the security, and that if the
security is not in PSI's possession we represent that we will deliver it on or
before the settlement date.
5. PSI and any firm succeeding to PSI are hereby authorized from time to time to
lend separately, or together with the property of others, either to PSI or to
others, any property, together with all attendant rights of ownership, which PSI
may be carrying for us on margin. In connection with such loans, PSI may receive
and retain certain benefits to which we will not be entitled. In certain
circumstances, such loans may limit, in whole or in part, our ability to
exercise voting rights of the securities lent. This authorization shall apply to
all accounts carried by PSI for us and shall remain in full force until written
notice of revocation is received by PSI at PSI's principal office in New York.
Interest Charge and Account Information
1. If any credit is extended to or maintained for me by Prudential Securities
Incorporated (PSI) for the purpose of purchasing, carrying or trading in any
securities or otherwise, I will be charged interest.
2. If I maintain a margin account with PSI, a portion of the purchase price must
be paid on or before the Due Date (which is the settlement date), pursuant to
the rules and regulations of the Federal Reserve Board, and the balance is
loaned to me. This loaned portion creates the debit balance upon which interest
is charged. Each additional purchase adds to my debit balance, as do my interest
charges and any other charge which may be assessed to my account.
3. Interest is charged on both margin accounts and cash accounts as set forth in
paragraphs 4 and 5 below. Such interest is charged at an annual rate of up to
2 % above the Prudential Securities Base Loan Rate (the "Base Loan Rate"). The
differential above the Base Loan Rate applicable to my account will be disclosed
to me in writing. The Base Loan Rate will not exceed the higher of (a) short
term market rates at which the corporation borrows funds to which a premium,
generally not to exceed 250 basis points, has been added or (b) competitive Base
Loan Rates posted by other selected broker-dealers. PSI will periodically reset
the Base Loan Rate and the rate applied to my account will change without notice
in accordance with the resets. When the Base Loan Rate changes during an
interest period, interest will be calculated according to the
5
<PAGE>
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
number of days each rate is in effect during the period. If the rate of interest
charged to me is increased for any reason, other than the change in the Base
Loan Rate, I will be given at least thirty (30) days' prior written notice. I
may contact my Financial Advisor to obtain the current Base Loan Rate. PSI's
loan agreements with its clients are governed by the laws of the State of New
York, where PSI maintains its principal place of business.
4. If I maintain a securities account with PSI, an interest charge will be
assessed if payment in full for securities purchased is not received by PSI on
or before the Due Date which appears on the trade confirmation. The interest
rate I will be charged for such late payments in my cash account will be equal
to the Base Loan Rate plus 2 %.
5. If I maintain a cash and margin account, any credit or debit balance in my
cash account will be combined with the balance in my margin account for the
purpose of computing interest. Interest charges will be made to my margin
account. The interest charged to my account by the close of the charge period is
added to the debit balance for the next charge period unless paid. The credit
generated by any short sales, including short sales against the box, does not
reduce my debit balance for the purpose of computing interest until the short
position is covered.
6. PSI's interest period runs from the Friday following the third Thursday of
the prior month to the third Thursday of the current month. Interest is
calculated on the average net daily debit balance which includes any credit (but
not credit for short sales) and debit balances in my cash and margin accounts
during the interest period. The interest charge is determined by multiplying the
average net daily debit balance by the rate of interest and by a fraction, the
numerator of which is the number of days in the interest period and the
denominator of which is 360. (The amount of interest charged in this manner is
approximately 1/100 or one percent higher than if the actual 365-day year were
utilized in the calculation).
This interest calculation is consistent with the manner in which PSI is
generally charged interest by its creditors. My monthly statement will show the
average daily balance and the interest rate used to arrive at the amount of
interest charged.
7. The NASD requires that I am advised of the following:
LIMIT ORDERS: By accepting my limit order for transactions in securities in the
NASDAQ market, PSI will undertake to monitor the interdealer market and seek to
execute my order in accordance with the applicable NASD rule and interpretation
thereof. The NASD rule provides as follows:
"A member firm that accepts and holds an unexecuted limit order from its
customer in a NASDAQ security and that continues to trade the subject security
for its own market-making account at prices that would satisfy the customer's
limit order, without executing that limit order under the specific terms and
conditions by which the order was accepted by the firm, shall be deemed to have
acted in a manner inconsistent with just and equitable principles of trade, in
violation of Article III, Section
6
<PAGE>
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
1 of the Rules of Fair Practice. Nothing in this section, however, requires
members to accept limit orders from their customers."
8. Funds arising from various securities transactions are transmitted to the
firm directly from issuers and offerors and through various intermediaries,
including securities depositories. Periodically those intermediaries pass on to
their participant broker-dealers, including PSI, some or all of the interest
they earn on the funds. Typically, this interest is earned as a result of the
method of payment utilized, e.g. the intermediary receives same day funds but
credits its participant broker-dealers in next day funds. To the extent PSI
receives such interest payments from an intermediary, the firm retains them.
9. FDIC rules require that I am informed that Prudential Securities Incorporated
is not a bank and that securities offered through PSI are not backed or
guaranteed by any bank or insured by the FDIC unless otherwise expressly
indicated.
I am invited to ask my Financial Advisor for more details about the above,
including PSI's margin requirements, lending rate, and the variations in these
requirements.
Payment for Order Flow
The Securities and Exchange Commission requires that all brokerage firms
disclose to their customers their policies and practices regarding receipt of
"payment for order flow." For this purpose, "payment for order flow" is
compensation paid to a brokerage firm by a registered securities exchange or
association (such as the American Stock Exchange, a regional stock exchange, and
the National Association of Securities Dealers, Inc.) or by another broker
dealer, in return for directing customer orders for execution. Examples of
non-cash compensation include reciprocal arrangements, discounts, rebates, or
reductions or credits against fees that would otherwise be payable in full by
the brokerage firm.
Our Policy
Certain exchanges offer credits against their fees if a member organization's
order flow is sufficient. Types of payment for order flow PSI may receive
include profit participations from specialists on regional exchanges in
connection with the overall profitability of the specialist unit in the stocks
in which we route orders to the specialists. We route orders to those
specialists if we can be reasonably sure that doing so will result in best
execution of the customers' orders. If you wish not to have a particular order,
or any of your orders, sent to a regional specialist, please let your Financial
Advisor know.
The factors we consider in determining where to send an order include (1)
opportunity for price improvement over other available prices, (2) reputation of
the exchange specialist who makes the market in the stock, (3) size of the
order, and (4) quality of previous order executions.
7
<PAGE>
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
Trade-by-Trade Disclosure
The confirmations for orders routed to regional specialists will state as
follows: "Prudential Securities acted as broker on this transaction.
Transactions in these securities are subject to payment for order flow. The
nature and source of additional cash or non-cash compensation, if any, received
by us in connection with your transaction will be provided upon written
request."
Price Improvement
When an order is executed at a price that is more favorable than existing
quotations, it has received "price improvement." When orders are routed to a
regional specialist, they are exposed to other orders, if any, represented in
that exchange at that time. In that way, they may receive an execution between
the existing bid/asked spread, which would be at a more favorable price than an
order to buy executed at the specialist's bid.
Subject to rules of the Intermarket Trading System and related "trade through"
rules, the regional specialists guarantee executions of market orders at least
as favorable as the best displayed bid (for a sale) or offer (for a purchase) at
the time of such execution on any national market for the stock. In some cases,
orders are sent from one marketplace to another if that would result in a better
execution.
Periodically, Prudential Securities assesses the quality of the markets to which
it routes order flow, as well as that of competing markets.
8
<PAGE>
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
By signing this agreement, we acknowledge that we have read a copy of this
agreement, and that we understand and agree to the following:
Securities Agreement
Partnership Account Agreement (61)
Margin Agreement (42)
W-9: Payer's Request For Taxpayer Identification Number
Is this your correct Employer I.D. Number? If not, please enter the correct
Employer I.D. Number in the appropriate boxes.
Employer I.D. Number
- ------ ---- ----- ---- ----- ----- ---- ----- ---- -----
F 9 5 4 5 9 8 5 4 9
- ------ ---- ----- ---- ----- ----- ---- ----- ---- -----
or Corrected Employer I.D. Number (Please Omit Dashes)
----- ---- ----- ----- ---- ----- ---- ----- ---- ----- -----
F
----- ---- ----- ----- ---- ----- ---- ----- ---- ----- -----
- --------------------------------------------------------------------------------
For Payees Exempt From Backup Withholding (See Instructions On the Next Page)
- --------------------------------------------------------------------------------
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 because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
You must cross out item 2) above if you have been notified by the IRS that you
are currently subject to backup withholding because of underreporting interest
or dividends on your tax return. For real estate transactions, item 2 does not
apply. For mortgage interest paid, the acquisition of abandonment of secured
property, cancellation of debt, contributions to an individual retirement
arrangement (IRA), and generally payments other than interest and dividends you
are not required to sign the Certification, but you must provide your correct
TIN.
Requester: Prudential Securities Incorporated - One Seaport Plaza, New York, NY
10292
This agreement also contains a pre-dispute arbitration clause on page 2 at
paragraph 12.
9
<PAGE>
Prudential Securities
_______________________________________________________________________________
PIONEER VENTURE FUND Account Number 0EO 335705 A4
2000 PASADEA AVENUE TIN #F95-4598549
LOS ANGELES CA 90031
Package Number: 19961127 0EO 004862
_______________________________________________________________________________
Signature /s/Benjamin Nazarian Date 12/12/96
I agree to the terms of this agreement and attest that the certifications made
on the W-9 above are true.
_____________________________________ _____________________________________
I agree to the terms of this agreement. I agree to the terms of this agreement.
_____________________________________ _____________________________________
I agree to the terms of this agreement. I agree to the terms of this agreement.
_____________________________________ _____________________________________
I agree to the terms of this agreement. I agree to the terms of this agreement.
Please keep one set for yourself and return the other entire set to PSI in the
envelope provided.
10
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
Package Number: 19951226 0EO 004999
- -------------------------------------------------------------------------------
This agreement describes the terms and conditions which govern our Prudential
Securities Incorporated ("PSI" or "you") cash securities account. We agree to
comply with these terms and conditions.
1. Unless we give you written notice to the contrary, we are not and will not be
employees of any exchange or a member firm of any exchange of or the NASD. We
are the only persons who have an interest in this account.
2. This agreement will remain in effect for the life of the account and contains
our entire understanding. We may instruct you to close our account at any time,
and we understand we will be responsible for all fees, prior transactions,
transactions outstanding as of the time you receive our instruction to close our
account, as well as for all subsequent deliveries of our assets.
3. We agree to pay for all transactions no later than 2:00 p.m. (E.T.) on the
settlement date. You may require us to prepay for any order. You shall have a
general lien on all money, secures or other property ("property") we may have on
deposit with you or in which we have an interest, such as a joint account. You
may, without notice to us and at your discretion, liquidate or transfer any such
property in order to satisfy any indebtedness we may have to you or to relieve
you of any risk of a deficit existing in our account. We shall be liable for any
remaining deficiency in our account.
4. We agree to conduct our account in accordance with all applicable laws or
regulations as well as the rules and practices of any market or clearing house
through which our trades may be executed or processed. You may conduct all
transactions for us in accordance with the customs and usages of securities
firms and of the various exchanges. PSI's failure to comply with any rule or
regulation which is not otherwise a breach of this agreement shall not relieve
us of our obligations under this agreement.
5. We agree that we will not place a sell order for a security which we do not
own or do not intend to deliver at the time we place the order (a "short sale").
6. You may, at your discretion, decline to accept any order from us including
instructions to deliver out our account. You
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
may require that we transfer our account from PSI. We understand that if we do
not promptly transfer our account upon your demand you have the right to
liquidate positions in our account at your discretion.
7. We agree to pay commissions, charges, interest and fees at your prevailing
rates, which may change without notice to us except as otherwise provided by
law. We also agree to pay your reasonable attorneys' fees and interest at the
highest lawful rate in the event you take legal action to collect any amount due
from us to you.
8. You will send all written communications relating to our account to the
mailing address we have given you. We acknowledge that if we have a new address
we must advise you of that address. We understand that all communications sent
to the address we have given you are deemed to be personally delivered to each
of us. We agree that we will have no claim against you based on our failure to
receive any communication.
9. All reports of the execution of orders (confirmations) and account statements
are binding on us unless we object in writing ten days after mailing to us. We
understand that we must advise the Branch Manager at the branch where our
account is held, in writing, if we think there is an error or omission in any
communication, even if an employee of PSI agrees to correct the error or
omission. We understand that, notwithstanding the price at which the execution
of an order was reported to us, the actual execution price is binding upon us.
10. If a court, regulatory agency or self-regulatory organization determines
that a provision of this agreement is invalid or unenforceable, that decision
will apply only to that provision; the rest of the agreement remains in effect.
PSI does not waive any of its rights under this agreement, even if it does not
insist at all times on strict compliance with all the terms of this agreement.
No part of this agreement can be changed unless it is agreed to by us and an
officer of PSI in writing.
11. Your client accounts are protected by SIPC and PSI's excess insurance
coverage.
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
12. This agreement is to be governed by the laws of the State of New York and
may be used for the benefit of PSI's successors or assigns. We, as well as our
representatives (which can include our heirs, executors, administrators, assigns
or attorneys-in-fact) are bound by the terms of this agreement.
13. - Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court,
including the right to jury trial.
- Pre-arbitration discovery is generally more limited than and different
from court proceedings.
- The arbitrators' award is not required to include factual findings or
legal reasoning and any party's right to appeal or to seek modification of
rulings by the arbitrators is strictly limited.
- The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
We agree that any controversy arising out of or relating to our account, to
transactions with or for our account or any breach of this or any other
agreement between us, whether executed or to be executed within or outside of
the United States, and whether entered into prior, on or subsequent to the date
indicated on the signature page, shall be determined by arbitration. The
arbitration may be before either the New York Stock Exchange, Inc. or the
National Association of Securities Dealers, Inc. or any other self-regulatory
organization of which PSI is a member, as we may elect and shall be governed by
the laws of the State of New York. If we do not make such election by registered
mail addressed to you at your main office within five (5) days after demand by
you that we make such election, then you may make the election. Any notice in
connection with such arbitration proceeding may be sent to us by mail and we
hereby waive personal service. Judgment upon any award rendered by the
arbitrators may be entered in any court having jurisdiction, without notice to
us. 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
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
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.
Partnership Account Agreement
We attest that this is a duly organized limited partnership. All parties
authorized to act on behalf of this partnership have executed this agreement on
the signature page.
We are fully authorized to act alone on behalf of the partnership and may make
any commitments, agreements, and/or modifications, and may enter into
transactions of any kind for this account. Each of the partners will sign all
agreements as are required in connection with transactions for this account, all
of the terms and provisions of such agreements, along with the terms of this
agreement shall be binding upon the partnership and upon each partner jointly
and severally.
PSI is hereby authorized to accept from any one partner any and all orders for
this account, and to act thereon, including, but not limited to, the cash
purchase or sale of securities as well as for the payment of money, including
payments to the person giving the order or any other action with respect
thereto.
PSI is also authorized to deliver to any one of the partners, securities held to
the credit of this account and to pay to any one of the partners, monies held by
PSI to the credit of this account.
PSI is further authorized to accept from each and any one of the partners all
orders and instructions, whether written or oral, which are hereby deemed
ratified and approved by and binding upon the others. Confirmations and other
communications relating to this account may be sent by PSI to any one of the
general partners.
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
Each of us understands that, under the Rules of Fair Practice of the National
Association of Securities Dealers, securities in certain public offerings may
not be sold to any of the following:
(1) any officer, director, employee or agent of Prudential Securities
Incorporated;
(2) any officer, general partner, director, employee or agent of any other
broker/dealer;
(3) any senior officer of a bank, savings and loan company, insurance company,
registered investment company, registered investment advisory company or any
other institutional type domestic or foreign company engaged directly or
indirectly in buying or selling securities;
(4) any employee of one of the institutions in #3 above who works in the
securities department of that institution or whose activities directly or
indirectly involve or may influence the function of buying or selling securities
for that institution;
(5) any person who may be in a position to act as a finder as to offerings or in
a fiduciary capacity to entities who may be underwriters of offerings (such as,
for example, attorneys, accountants, etc.); or
(6) a member of the immediate family of any person in #s (1) through (5) above.
("Immediate family" for these purposes includes parents, parent-in-law, spouse,
sibling, sibling-in-law, children, or any relative to whose support the person
contributes directly or indirectly.
We represent that there (check one): is ____ is not ____ any party to this
account who is a person described in numbers (1) through (6) of this partnership
account agreement.
Interest Charge and Account Information
1. If any credit is extended to or maintained for me by Prudential Securities
Incorporated (PSI) for the purpose of purchasing, carrying or trading in any
securities or otherwise, I will be charged interest.
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
2. If I maintain a margin account with PSI, a portion of the purchase price must
be paid on or before the Due Date (which is the settlement date), pursuant to
the rules and regulations of the Federal Reserve Board, and the balance is
loaned to me. This loaned portion creates the debit balance upon which interest
is charged. Each additional purchase adds to my debit balance, as do my interest
charges and any other charge which may be assessed to my account.
3. Interest is charged on both margin accounts and cash accounts as set forth in
paragraphs 4 and 5 below. Such interest is charged at an annual rate of up to
2 1/2% above the Prudential Securities Base Loan Rate (the "Base Loan Rate").
The differential above the Base Loan Rate applicable to my account will be
disclosed to me in writing. The Base Loan Rate will not exceed the higher of (a)
short term market rates at which the corporation borrows funds to which a
premium, generally not to exceed 250 basis points, has been added or (b)
competitive Base Loan Rates posted by other selected broker-dealers. PSI will
periodically reset the Base Loan Rate and the rate applied to my account will
change without notice in accordance with the resets. When the Base Loan Rate
changes during an interest period, interest will be calculated according to the
number of days each rate is in effect during the period. If the rate of interest
charged to me is increased for any reason, other than the change in the Base
Loan Rate, I will be given at least thirty (30) days' prior written notice. I
may contact my Financial Advisor to obtain the current Base Loan Rate. Your loan
agreements with your clients are governed by the laws of the State of New York,
where PSI maintains its principal place of business.
4. If I maintain a securities account with PSI, an interest charge will be
assessed if payment in full for securities purchased is not received by PSI on
or before the Due Date which appears on the trade confirmation. The interest
rate I will be charged for such late payments in my cash account will be equal
to the Base Loan Rate plus 2 1/2%.
5. If I maintain a cash and margin account, any credit or debit balance in my
cash account will be combined with the balance in my margin account for the
purpose of computing interest. Interest charges will be made to my margin
account. The interest charged to my account by the close of the charge period is
added to the debit balance for the next charge period unless paid. The
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
credit generated by any short sales, including short sales against the box, does
not reduce my debit balance for the purpose of computing interest until the
short position is covered.
6. Your interest period runs from the Friday following the third Thursday of the
prior month to the third Thursday of the current month. Interest is calculated
on the average net daily debit balance which includes any credit (but not credit
for short sales) and debit balances in my cash and margin accounts during the
interest period. The interest charge is determined by multiplying the average
net daily debit balance by the rate of interest and by a fraction, the numerator
of which is the number of days in the interest period and the denominator of
which is 360. (The amount of interest charged in this manner is approximately
1/100 or one percent higher than if the actual 365-day year were utilized in the
calculation). This interest calculation is consistent with the manner in which
PSI is generally charged interest by its creditors. My monthly statement will
show the average daily balance and the interest rate used to arrive at the
amount of interest charged.
7. The NASD requires that I am advised of the following:
LIMIT ORDERS: By accepting my limit order for transactions in securities in the
NASDAQ market, you undertake to monitor the interdealer market and seek to
execute my order in accordance with the applicable NASD rule and interpretation
thereof. The NASD rule provides as follows:
"A member firm that accepts and holds an unexecuted limit order from its
customer in a NASDAQ security and that continues to trade the subject security
for its own market-making account at prices that would satisfy the customer's
limit order, without executing that limit order under the specific terms and
conditions by which the order was accepted by the firm, shall be deemed to have
acted in a manner inconsistent with just and equitable principles of trade, in
violation of Article III, Section 1 of the Rules of Fair Practice. Nothing in
this section, however, requires members to accept limit orders from their
customers."
8. Funds arising from various securities transactions are transmitted to the
firm directly from issuers and offerors and
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
through various intermediaries, including securities depositories. Periodically
those intermediaries pass on to their participant broker-dealers, including PSI,
some or all of the interest they earn on the funds. Typically, this interest is
earned as a result of the method of payment utilized, e.g. the intermediary
receives same day funds but credits its participant broker-dealers in next day
funds. To the extent PSI receives such interest payments from an intermediary,
the firm retains them.
9. FDIC rules require that I am informed that Prudential Securities Incorporated
is not a bank and that securities offered through PSI are not backed or
guaranteed by any bank or insured by the FDIC unless otherwise expressly
indicated.
I am invited to ask my Financial Advisor for more details about the above,
including PSI's margin requirements, lending rate, and the variations in these
requirements.
Disclosure Statement: Payment for Order Flow
New SEC Requirement
On October 2, 1995, the Securities and Exchange Commission implemented a
requirement that brokerage firms disclose to their customers their policies and
practices regarding receipt of "payment for order flow." For this purpose,
"payment for order flow" is compensation paid to a brokerage firm by a
registered securities exchange or association (such as the New York Stock
Exchange, the American Stock Exchange, a regional stock exchange, and the
National Association of Securities Dealers, Inc.) or by another broker dealer,
in return for directing customer orders for execution. Examples of non-cash
compensation include reciprocal arrangements, discounts, rebates, or reductions
or credits against fees that would otherwise be payable in full by the brokerage
firm.
Our Policy
Certain exchanges offer credits against their fees if a member organization's
order flow is sufficient. The New York Stock Exchange, for example, reduces the
fees charged to Prudential Securities for use of the Exchange's "Superdot"
automated order-
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
entry system. Other types of payment for order flow PSI may receive include
profit participations from specialists on regional exchanges in connection with
the overall profitability of the specialist unit in the stocks in which we route
orders to the specialist. We route orders to those specialists if we can be
reasonably sure that doing so will result in best execution of the customers'
orders. If you wish not to have a particular order, or any of your orders, sent
to a regional specialist, please let your Financial advisor know.
The factors we consider in determining where to send an order include (1)
opportunity for price improvement over other available prices, (2) reputation of
the exchange specialist who makes the market in the stock, (3) size of the
order, and (4) quality of previous order executions.
Trade-by-Trade Disclosure
The confirmations for trades executed through SuperDot and confirmations for
orders routed to regional specialists will state as follows: "Prudential
Securities acted as broker on this transaction. Transactions in these securities
are subject to payment for order flow. The nature and source of additional cash
or non-cash compensation, if any, received by us in connection with your
transaction will be provided upon written request."
Price Improvement
When an order is executed at a price that is more favorable than existing
quotations, it has received "price improvement." When orders are routed to
SuperDot or a regional specialist, they are exposed to other orders, if any,
represented in that exchange at that time. In that way, they may receive an
execution between the existing bid/asked spread, which would be at a more
favorable price than an order to buy executed at the specialist's bid.
Subject to rules of the Intermarket Trading System and related "trade through"
rules, the regional specialists guarantee executions of market orders at least
as favorable as the best displayed bid (for a sale) or offer (for a purchase) at
the time of such execution on any national market for the stock. In some cases,
orders are sent from one marketplace to another if that would result in a better
execution.
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
Periodically, Prudential Securities assesses the quality of the markets to which
it routes order flow, as well as that of competing markets.
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
By signing this agreement, we acknowledge that we have read a copy of this
agreement, and that we understand and agree to the following:
Securities Agreement - 70
Partnership Account Agreement - 61
W-9: Payer's Request For Taxpayer Identification Number
Is this your correct Employer I.D. Number? If not, please enter the correct
Employer I.D. Number in the appropriate boxes.
Employer I.D. Number or Corrected Employer I.D. Number
(Please Omit Dashes)
- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
F | 9 | 5 | 4 | 1 | 9 | 9 | 8 | 4 | 6 | F | | | | | | | | |
- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
_______________________________________________________________________________
For Payees Exempt from Backup Withholding (See Instructions On The Next Page)
_______________________________________________________________________________
Under penalties of perjury I certify that:
1) the number on this form is my correct Taxpayer Identification Number (or I
am waiting for a number to be issued to me);
2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) 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 (c) the IRS has notified me that I am no longer
subject to backup withholding (does not apply to real estate transactions,
mortgage interest paid, the acquisition of abandonment of secured property,
contributions to an individual retirement arrangement (IRA), and payments other
than interest and dividends).
You must cross out item 2) if you have been notified by the IRS that you are
currently subject to backup withholding because of underreporting interest or
dividends on your tax return. Requester: Prudential Securities Incorporated -
One Seaport Plaza, New York, NY 10292
<PAGE>
SECURITIES AGREEMENT Exhibit 5(a)
Limited Partnership - Cash Account PRUDENTIAL SECURITIES
- -------------------------------------------------------------------------------
UNION COMMUNICATIONS CO. Account Number: 0EO 334237 A4
ATTN PARVIZ NAZARIAN TIN # F95-4199846
2000 PASADENA AVENUE
LOS ANGELES CA 90031-1725
- -------------------------------------------------------------------------------
This agreement also contains a pre-dispute arbitration clause on page 2 at
paragraph 13
Signature /s/ Parviz Nazarian Date __________________
I agree to the terms of this agreement and attest that the certifications made
on the W-9 above are true.
______________________________________ _______________________________________
I agree to the terms of this agreement. I agree to the terms of this agreement.
______________________________________ _______________________________________
I agree to the terms of this agreement. I agree to the terms of this agreement.
______________________________________ _______________________________________
I agree to the terms of this agreement. I agree to the terms of this agreement.
Please keep one set for yourself and return the other entire set to PSI in the
envelope provided.
PRUDENTIAL SECURITIES INCORPORATED
ONE SEAPORT PLAZA, NEW YORK, NY 10292
<PAGE>
Exhibit 5(b)
LEHMAN BROTHERS
Client Agreement
Please read carefully, sign and return:
To: Lehman Brothers Inc.
Customer Account Services
388 Greenwich Street, 20th Floor
New York, NY 10013-2396
In consideration of Lehman Brothers Inc. ("Lehman") 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," "my," "we," and "us" refer to the client and all others who are
legally obligated on my accounts. "You" and "your" refer to Lehman, its
subsidiaries and parents and any and all divisions or other entities, their
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 place 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. ("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 my account.
2. DEFINITION OF "PROPERTY". The word "property" is used herein to mean
securities of all kinds, monies, options, 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. ORDERS, EXECUTIONS, DELIVERIES, SETTLEMENTS AND ORAL AUTHORIZATIONS. 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
<PAGE>
for sale, I agree to deliver the security to you by settlement date. 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 or 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. By
accepting my limit order for transactions in securities in the NASDAQ or
over-the-counter market, you undertake to monitor the interdealer market and to
seek to execute my order only if the inside bid (in the case of a limit order to
sell, the highest price at which a dealer is being quoted as willing to buy
securities) or the inside asked (in the case of a limit order to buy, the lowest
price at which a dealer is being quoted as willing to sell securities) reaches
my limit price. You reserve the right, while my limit order remains unexecuted,
to trade for your own market-maker account at prices equal to or better than my
limit order price and not to execute my order against incoming orders from other
customers. For example, if the inside market is 10 bid, 10 1/4 asked and I place
a limit order to sell securities at 101/8, you will seek to execute my order
only if the inside bid reaches my limit price of 101/8 (exclusive of any
markdown or commission equivalent that you may charge in connection with the
transaction) and, while my order remains unexecuted, you may continue to sell
securities for your market-maker account at prices at or above 101/8. Unless I
have directed that the order be executed on a specified exchange or market and
you have agreed to such execution, you will, at your sole discretion and without
prior notification to me, execute any order to purchase or sell securities on
the over-the counter market in any location or on any exchange, including a
foreign exchange where such security is traded, either on a principal or agency
basis. I agree that you shall incur no liability in acting upon oral
instructions given to you concerning my account.
4. OPTION POSITIONS. I agree not to enter into any purchase or sale of equity,
debt, foreign currency or index pull & call options or Index Participations
without having read and fully understood the terms, conditions and risks, as set
forth in the Characteristics and Risks of Standardized Options booklet and/or
Index Participations booklet, and applicable supplements which you agree to
furnish me prior to such transactions. I understand clients' short option
positions are assigned on a random selection method pursuant to an automated
system. All short option positions can be assigned at any time including the day
written.
5. NOTICE TO EXERCISE OPTIONS. If I purchase any listed option, I will notify
you of my intention to exercise such option no later than two hours before the
expiration time of the option (one hour in the case of an over-the-counter
option). Failure to give such notice will constitute an abandonment of the
option, in which event it may be exercised for my account if it would be
2
<PAGE>
profitable to do so. Except as required by the Options Clearing Corporation
Rules, you have no obligation to exercise any option absent specific
instructions from me to that effect. If it would not be profitable for my
account due to commission expenses, it may be permitted to expire or, at your
discretion, sold or acquired by you for some equitable payment to me based on
your expenses and risk, without any liability or responsibility on your part to
me.
6. IMPARTIAL LOTTERY ALLOCATION SYSTEM. When you hold on my behalf bonds or
preferred stocks in street or bearer form which are callable in part, I agree to
participate in the impartial lottery allocation system of the called securities
in accordance with the provisions of the New York Stock Exchange, Inc. ("NYSE")
rules. Further, I understand when the call is favorable, no allocation will be
made to any account in which you, your officers, or employees, have a financial
interest until all other clients' positions in such securities are satisfied on
an impartial lottery basis.
7. RESTRICTIONS ON TRADING; TERMINATION. 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.
8. TRANSFER OF FUNDS BY WIRE. By giving you instructions to transfer funds by
wire from my accounts to any bank or other entity, I agree to provide you with
an accurate account number designating the account to receive such funds. I
acknowledge that the bank or other receiving entity may be under no obligation
to verify the identity of the beneficiary of the funds transfer and may rely
exclusively upon the account number provided by me. I agree to indemnify and
hold you harmless from and against all liabilities arising from the provision by
me of an inaccurate account number.
9. TRANSFER OF EXCESS FUNDS; EXCHANGE RATE FLUCTUATIONS. 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.
10. TEMPORARY INVESTMENT OF FREE CREDIT BALANCES; BOND 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 such selection, in money market funds of your designation. You are not
required to remit interest or dividends to me on a daily basis. With respect to
bond principal and interest payments, you may credit my account with principal
and interest due on the
3
<PAGE>
payment 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. With respect
to debits arising from bond principal and interest payments or any other debits,
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 in writing.
11. FEES AND CHARGES. I understand that you may impose various service charges
and other fees relating to my account as well as charge commissions and other
fees for execution of transactions to purchase and sell securities, put & call
options or other property, and I agree to pay such charges, commissions and fees
at your then prevailing rates. I also understand that such charges, commissions
and fees may be changed from time to time without notice to me and I agree to be
bound thereby. I may be subject to an administrative fee on any of my accounts
which produce insufficient commission revenue for any calendar year and you will
notify me prior to applying this fee. I agree to pay a late charge, to the
extent permitted by law, if I purchase securities on a cash basis and fail to
pay for such securities by settlement date. Any late charge you may impose will
be at the maximum rate of interest set forth in your disclosure statement and
may be charged from the settlement date to the date of payment.
12. ACCURACY OF REPORTS; COMMUNICATIONS. Confirmation of orders and statements
of my accounts shall be conclusive if not objected to in writing within ten days
after mailing by you to me. In the event I fail to receive a confirmation within
ten days from the date of a transaction in my account, I agree to notify you
immediately in writing. Communications mailed to me at the address specified by
me shall, until you have received notice in writing 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.
13. INTRODUCED 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 in my accounts.
14. SECURITY INTEREST. As security for the payment of all liabilities or
indebtedness presently outstanding or to be incurred under this or any other
agreement between us, and for all liabilities or indebtedness I may have to you
now or in the future, I grant you a security interest in 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 including individual, multiple owner or commodity accounts.
All property shall be subject to such security interest as collateral for the
discharge of my
4
<PAGE>
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. 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.
15. 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 events 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 fee
of any right of redemption and I shall be liable for any deficiency in my
accounts.
16. 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") or for a purpose other than purchasing, carrying or
trading in securities ("Express Credit Loans"). Pursuant to Regulation T, Margin
Loans will be made in a Margin Account and 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.
17. EXPRESS CREDIT. 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.
18. 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. I understand that
all loans made are not for any specific term or duration but are due and payable
at your discretion upon a demand for payment made to me. I agree that all
payments received for my accounts including interest, dividends, premiums,
principal or other payments may be applied by you to any balances due in my
accounts.
19. MAINTENANCE OF COLLATERAL. I understand that the properties in my Margin
Account and/or Express Credit Account may be carried as general loans and may be
pledged or hypothecated by you separately or in common with other properties.
The pledge or 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 NYSE, the American Stock Exchange, Inc. ("AMEX"),
other national securities exchanges, associations or regulatory agencies under
whose jurisdiction you are subject and your 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 my request.
20. 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 on my accounts in accordance with your usual custom, which
may include the compounding of interest. Your custom, which may change from time
to time, is set forth in your disclosure statement, which by this reference is
herein specifically incorporated. By entering into any transactions with you
after I receive your disclosure statement, I acknowledge that I have read and
agreed to its terms 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. Payments of interest and principal and all other payments
made by me under this agreement shall be made to your main office in New York,
New York. 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.
21. CREDIT AND BUSINESS CONDUCT INFORMATION AND INVESTIGATION. I authorize you
at your discretion to obtain reports and to provide information to others
concerning my credit standing and
5
<PAGE>
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.
22. JOINT ACCOUNTS:
a. If this is a Joint Account, we agree that each of us shall have the authority
on behalf of the account to buy, sell (including short sales), and otherwise
deal in, through you as brokers, securities, options or other property on margin
or otherwise; to receive for the account, confirmations, statements and
communications of every kind; to receive for the account and to dispose of
money, securities and other property; to 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 were 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.
b. You may follow the instructions of any of us concerning this account and make
deliveries to any of us, of any or all securities or other property in this
account, and make payments to any of us, of 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 or to third parties. You shall be under no
obligation to inquire into the purpose of any such demand for delivery of
securities, property, or payment of monies, and you shall not be bound to see to
the application or disposition of the said securities, property and/or monies so
delivered or paid to any of us. Notwithstanding the foregoing, you are
authorized, in your discretion, to require joint action by the joint tenants
with respect to any matter concerning the joint account, including the giving or
cancellation of orders and the withdrawal of monies, securities or other
property.
c. 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 of
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 and 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.
d. 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
6
<PAGE>
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.
e. DESIGNATION OF TENANCY (This paragraph "22(e)" is not applicable in the State
of Texas, where form no. 3882 "Texas Joint Account Supplement..." must be
executed and returned with this agreement to you.) 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(s) on the
same terms and conditions as theretofore held, without in any manner releasing
the decedent's estate from the liability.
23. ARBITRATION.
* ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
* THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING
THE RIGHT TO A JURY TRIAL.
* PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
COURT PROCEEDINGS.
* THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF
RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
* THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
Any controversy: (1) arising out of or relating to any of my accounts maintained
individually or jointly with any other party, in any capacity, with you; or (2)
relating to my transactions or accounts with any of your predecessor firms by
merger, acquisition or other business combination from the inception of such
accounts; or (3) with respect to transactions of any kind executed by, through
or with you, your officers, directors, agents and/or employees; or (4) with
respect to this agreement or any other agreements entered into with you relating
to my accounts, or the breach thereof, shall be resolved by arbitration
conducted only at the NYSE, NASD, or AMEX or any self-regulatory organization
("SRO") subject to the jurisdiction of the Securities and Exchange Commission
and pursuant to the
7
<PAGE>
arbitration procedures then in effect of any such exchange or SRO as I may
elect. If I do not make such election by registered mail addressed to you at
your main office within 5 days after demand by you that I make such election,
then you will have the right to elect the arbitration tribunal of your choice.
Judgment upon any award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.
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 action 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.
24. GOVERNING LAW AND APPLICABLE REGULATIONS. This agreement, including the
arbitration provisions contained herein, shall be governed by the laws of the
State of New York without giving effect to the choice of law or conflict of laws
provisions thereof. All transactions for my accounts shall be subject to the
regulation 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. I understand that information may be transmitted
to such entities as you deem necessary in order to comply with applicable rules
and regulations. 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.
25. BINDING EFFECT. This agreement and its terms shall be binding upon my heirs,
executors, successors, administrators, assigns, committee and/or 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 15 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 at your
discretion).
26. WAIVER NOT IMPLIED. Your failure to insist at any time upon strict
compliance with this agreement or with any of its terms or
8
<PAGE>
any continued course of such conduct on your part shall not constitute or be
considered a waiver by you of any of your rights.
27. 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.
28. 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 qualification; 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.
Tax Certification: Under penalties of perjury, I certify that the number shown
below on this form is my correct taxpayer identification number or if not, then
the number I have entered below per instructions is my correct taxpayer
identification number, and that I am not subject to backup withholding because:
(a) 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 (b) the IRS has notified me that I am no longer subject to backup
withholding (see below), or (c) I am exempt from backup withholding (see below).
Note: You must cross out (b) above if you are currently subject to backup
withholding because of underreporting interest or dividends on your tax return.
For Those Exempt From Backup Withholding (see instructions), write the word
"Exempt" here:
- -----------------.
Unless I strike this paragraph and initial the same, you are hereby specifically
authorized to lend, either separately or with other securities, to either
yourself as broker or to others, any securities held by you on margin or as
collateral for an Express Credit Loan for my/our accounts or as collateral
therefor. This agreement shall continue 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. I
understand that if I decline to accept this provision, you may refuse to extend
margin or other loans in relation to my accounts.
/Init. /____
9
<PAGE>
NOTICE: Any person, whether married, All rights and benefits of Lehman
unmarried or (but not its obligations) under this
separated, may apply for a shall inure to Smith Barney Shearson
separate account. Inc. (SB), to the same extent as
Lehman, while SB acts as the clearing
NOTICE: By signing this agreement, I firm for Lehman
acknowledge receipt of a
receipt of a copy of this
agreement.
CAUTION TO CLIENT:
IT IS IMPORTANT THAT YOU THOROUGHLY
READ THIS AGREEMENT BEFORE YOU SIGN IT.
Notice: This agreement contains a pre-dispute
arbitration clause, which is loc9ted
on this page at paragraph 23.
Acct. No.
Branch Acct. T C IR
| | | | | | | | | | | | | |
----------------------------------------
- --------------------------------------------------------------------------------
Client's This Client's social security
Signature Date or tax identification number
on LB's records is:
| | | | | | | | | | |
-------------------------------
Other Client's Signatures The social security number of this
(All account owners must sign this account is the number of the client
sign this agreement) whose name appears first. Do not
appears first. enter the nubmer of any other
account owner.
- ----------------------------------- The social security or tax
- ----------------------------------- identification number shown above
- ----------------------------------- is incorrect. The CORRECT number
is:
| | | | | | | | | | |
-------------------------------
10
<PAGE>
Exhibit 6
LEHMAN BROTHERS
Client Agreement
Please read carefully, sign and return:
To: Lehman Brothers Inc.
Customer Account Services
388 Greenwich Street, 20th Floor
New York, NY 10013-2396
In consideration of Lehman Brothers Inc. ("Lehman") 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," "my," "we," and "us" refer to the client and all others who are
legally obligated on my accounts. "You" and "your" refer to Lehman, its
subsidiaries and parents and any and all divisions or other entities, their
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 place 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. ("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 my account.
2. DEFINITION OF "PROPERTY". The word "property" is used herein to mean
securities of all kinds, monies, options, 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. ORDERS, EXECUTIONS, DELIVERIES, SETTLEMENTS AND ORAL AUTHORIZATIONS. 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
<PAGE>
for sale, I agree to deliver the security to you by settlement date. 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 or 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. By
accepting my limit order for transactions in securities in the NASDAQ or
over-the-counter market, you undertake to monitor the interdealer market and to
seek to execute my order only if the inside bid (in the case of a limit order to
sell, the highest price at which a dealer is being quoted as willing to buy
securities) or the inside asked (in the case of a limit order to buy, the lowest
price at which a dealer is being quoted as willing to sell securities) reaches
my limit price. You reserve the right, while my limit order remains unexecuted,
to trade for your own market-maker account at prices equal to or better than my
limit order price and not to execute my order against incoming orders from other
customers. For example, if the inside market is 10 bid, 10 1/4 asked and I place
a limit order to sell securities at 101/8, you will seek to execute my order
only if the inside bid reaches my limit price of 101/8 (exclusive of any
markdown or commission equivalent that you may charge in connection with the
transaction) and, while my order remains unexecuted, you may continue to sell
securities for your market-maker account at prices at or above 101/8. Unless I
have directed that the order be executed on a specified exchange or market and
you have agreed to such execution, you will, at your sole discretion and without
prior notification to me, execute any order to purchase or sell securities on
the over-the counter market in any location or on any exchange, including a
foreign exchange where such security is traded, either on a principal or agency
basis. I agree that you shall incur no liability in acting upon oral
instructions given to you concerning my account.
4. OPTION POSITIONS. I agree not to enter into any purchase or sale of equity,
debt, foreign currency or index pull & call options or Index Participations
without having read and fully understood the terms, conditions and risks, as set
forth in the Characteristics and Risks of Standardized Options booklet and/or
Index Participations booklet, and applicable supplements which you agree to
furnish me prior to such transactions. I understand clients' short option
positions are assigned on a random selection method pursuant to an automated
system. All short option positions can be assigned at any time including the day
written.
5. NOTICE TO EXERCISE OPTIONS. If I purchase any listed option, I will notify
you of my intention to exercise such option no later than two hours before the
expiration time of the option (one hour in the case of an over-the-counter
option). Failure to give such notice will constitute an abandonment of the
option, in which event it may be exercised for my account if it would be
2
<PAGE>
profitable to do so. Except as required by the Options Clearing Corporation
Rules, you have no obligation to exercise any option absent specific
instructions from me to that effect. If it would not be profitable for my
account due to commission expenses, it may be permitted to expire or, at your
discretion, sold or acquired by you for some equitable payment to me based on
your expenses and risk, without any liability or responsibility on your part to
me.
6. IMPARTIAL LOTTERY ALLOCATION SYSTEM. When you hold on my behalf bonds or
preferred stocks in street or bearer form which are callable in part, I agree to
participate in the impartial lottery allocation system of the called securities
in accordance with the provisions of the New York Stock Exchange, Inc. ("NYSE")
rules. Further, I understand when the call is favorable, no allocation will be
made to any account in which you, your officers, or employees, have a financial
interest until all other clients' positions in such securities are satisfied on
an impartial lottery basis.
7. RESTRICTIONS ON TRADING; TERMINATION. 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.
8. TRANSFER OF FUNDS BY WIRE. By giving you instructions to transfer funds by
wire from my accounts to any bank or other entity, I agree to provide you with
an accurate account number designating the account to receive such funds. I
acknowledge that the bank or other receiving entity may be under no obligation
to verify the identity of the beneficiary of the funds transfer and may rely
exclusively upon the account number provided by me. I agree to indemnify and
hold you harmless from and against all liabilities arising from the provision by
me of an inaccurate account number.
9. TRANSFER OF EXCESS FUNDS; EXCHANGE RATE FLUCTUATIONS. 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.
10. TEMPORARY INVESTMENT OF FREE CREDIT BALANCES; BOND 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 such selection, in money market funds of your designation. You are not
required to remit interest or dividends to me on a daily basis. With respect to
bond principal and interest payments, you may credit my account with principal
and interest due on the
3
<PAGE>
payment 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. With respect
to debits arising from bond principal and interest payments or any other debits,
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 in writing.
11. FEES AND CHARGES. I understand that you may impose various service charges
and other fees relating to my account as well as charge commissions and other
fees for execution of transactions to purchase and sell securities, put & call
options or other property, and I agree to pay such charges, commissions and fees
at your then prevailing rates. I also understand that such charges, commissions
and fees may be changed from time to time without notice to me and I agree to be
bound thereby. I may be subject to an administrative fee on any of my accounts
which produce insufficient commission revenue for any calendar year and you will
notify me prior to applying this fee. I agree to pay a late charge, to the
extent permitted by law, if I purchase securities on a cash basis and fail to
pay for such securities by settlement date. Any late charge you may impose will
be at the maximum rate of interest set forth in your disclosure statement and
may be charged from the settlement date to the date of payment.
12. ACCURACY OF REPORTS; COMMUNICATIONS. Confirmation of orders and statements
of my accounts shall be conclusive if not objected to in writing within ten days
after mailing by you to me. In the event I fail to receive a confirmation within
ten days from the date of a transaction in my account, I agree to notify you
immediately in writing. Communications mailed to me at the address specified by
me shall, until you have received notice in writing 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.
13. INTRODUCED 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 in my accounts.
14. SECURITY INTEREST. As security for the payment of all liabilities or
indebtedness presently outstanding or to be incurred under this or any other
agreement between us, and for all liabilities or indebtedness I may have to you
now or in the future, I grant you a security interest in 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 including individual, multiple owner or commodity accounts.
All property shall be subject to such security interest as collateral for the
discharge of my
4
<PAGE>
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. 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.
15. 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 events 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 fee
of any right of redemption and I shall be liable for any deficiency in my
accounts.
16. 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") or for a purpose other than purchasing, carrying or
trading in securities ("Express Credit Loans"). Pursuant to Regulation T, Margin
Loans will be made in a Margin Account and 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.
17. EXPRESS CREDIT. 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.
18. 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. I understand that
all loans made are not for any specific term or duration but are due and payable
at your discretion upon a demand for payment made to me. I agree that all
payments received for my accounts including interest, dividends, premiums,
principal or other payments may be applied by you to any balances due in my
accounts.
19. MAINTENANCE OF COLLATERAL. I understand that the properties in my Margin
Account and/or Express Credit Account may be carried as general loans and may be
pledged or hypothecated by you separately or in common with other properties.
The pledge or 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 NYSE, the American Stock Exchange, Inc. ("AMEX"),
other national securities exchanges, associations or regulatory agencies under
whose jurisdiction you are subject and your 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 my request.
20. 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 on my accounts in accordance with your usual custom, which
may include the compounding of interest. Your custom, which may change from time
to time, is set forth in your disclosure statement, which by this reference is
herein specifically incorporated. By entering into any transactions with you
after I receive your disclosure statement, I acknowledge that I have read and
agreed to its terms 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. Payments of interest and principal and all other payments
made by me under this agreement shall be made to your main office in New York,
New York. 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.
21. CREDIT AND BUSINESS CONDUCT INFORMATION AND INVESTIGATION. I authorize you
at your discretion to obtain reports and to provide information to others
concerning my credit standing and
5
<PAGE>
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.
22. JOINT ACCOUNTS:
a. If this is a Joint Account, we agree that each of us shall have the authority
on behalf of the account to buy, sell (including short sales), and otherwise
deal in, through you as brokers, securities, options or other property on margin
or otherwise; to receive for the account, confirmations, statements and
communications of every kind; to receive for the account and to dispose of
money, securities and other property; to 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 were 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.
b. You may follow the instructions of any of us concerning this account and make
deliveries to any of us, of any or all securities or other property in this
account, and make payments to any of us, of 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 or to third parties. You shall be under no
obligation to inquire into the purpose of any such demand for delivery of
securities, property, or payment of monies, and you shall not be bound to see to
the application or disposition of the said securities, property and/or monies so
delivered or paid to any of us. Notwithstanding the foregoing, you are
authorized, in your discretion, to require joint action by the joint tenants
with respect to any matter concerning the joint account, including the giving or
cancellation of orders and the withdrawal of monies, securities or other
property.
c. 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 of
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 and 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.
d. 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
6
<PAGE>
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.
e. DESIGNATION OF TENANCY (This paragraph "22(e)" is not applicable in the State
of Texas, where form no. 3882 "Texas Joint Account Supplement..." must be
executed and returned with this agreement to you.) 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(s) on the
same terms and conditions as theretofore held, without in any manner releasing
the decedent's estate from the liability.
23. ARBITRATION.
* ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
* THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING
THE RIGHT TO A JURY TRIAL.
* PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
COURT PROCEEDINGS.
* THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF
RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.
* THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
Any controversy: (1) arising out of or relating to any of my accounts maintained
individually or jointly with any other party, in any capacity, with you; or (2)
relating to my transactions or accounts with any of your predecessor firms by
merger, acquisition or other business combination from the inception of such
accounts; or (3) with respect to transactions of any kind executed by, through
or with you, your officers, directors, agents and/or employees; or (4) with
respect to this agreement or any other agreements entered into with you relating
to my accounts, or the breach thereof, shall be resolved by arbitration
conducted only at the NYSE, NASD, or AMEX or any self-regulatory organization
("SRO") subject to the jurisdiction of the Securities and Exchange Commission
and pursuant to the
7
<PAGE>
arbitration procedures then in effect of any such exchange or SRO as I may
elect. If I do not make such election by registered mail addressed to you at
your main office within 5 days after demand by you that I make such election,
then you will have the right to elect the arbitration tribunal of your choice.
Judgment upon any award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.
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 action 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.
24. GOVERNING LAW AND APPLICABLE REGULATIONS. This agreement, including the
arbitration provisions contained herein, shall be governed by the laws of the
State of New York without giving effect to the choice of law or conflict of laws
provisions thereof. All transactions for my accounts shall be subject to the
regulation 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. I understand that information may be transmitted
to such entities as you deem necessary in order to comply with applicable rules
and regulations. 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.
25. BINDING EFFECT. This agreement and its terms shall be binding upon my heirs,
executors, successors, administrators, assigns, committee and/or 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 15 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 at your
discretion).
26. WAIVER NOT IMPLIED. Your failure to insist at any time upon strict
compliance with this agreement or with any of its terms or
8
<PAGE>
any continued course of such conduct on your part shall not constitute or be
considered a waiver by you of any of your rights.
27. 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.
28. 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 qualification; 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.
Tax Certification: Under penalties of perjury, I certify that the number shown
below on this form is my correct taxpayer identification number or if not, then
the number I have entered below per instructions is my correct taxpayer
identification number, and that I am not subject to backup withholding because:
(a) 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 (b) the IRS has notified me that I am no longer subject to backup
withholding (see below), or (c) I am exempt from backup withholding (see below).
Note: You must cross out (b) above if you are currently subject to backup
withholding because of underreporting interest or dividends on your tax return.
For Those Exempt From Backup Withholding (see instructions), write the word
"Exempt" here:
- -----------------.
Unless I strike this paragraph and initial the same, you are hereby specifically
authorized to lend, either separately or with other securities, to either
yourself as broker or to others, any securities held by you on margin or as
collateral for an Express Credit Loan for my/our accounts or as collateral
therefor. This agreement shall continue 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. I
understand that if I decline to accept this provision, you may refuse to extend
margin or other loans in relation to my accounts.
/Init. /____
9
<PAGE>
NOTICE: Any person, whether married, All rights and benefits of Lehman
unmarried or (but not its obligations) under this
separated, may apply for a shall inure to Smith Barney Shearson
separate account. Inc. (SB), to the same extent as
Lehman, while SB acts as the clearing
NOTICE: By signing this agreement, I firm for Lehman
acknowledge receipt of a
receipt of a copy of this
agreement.
CAUTION TO CLIENT:
IT IS IMPORTANT THAT YOU THOROUGHLY
READ THIS AGREEMENT BEFORE YOU SIGN IT.
Notice: This agreement contains a pre-dispute
arbitration clause, which is loc9ted
on this page at paragraph 23.
Acct. No.
Branch Acct. T C IR
| | | | | | | | | | | | | |
----------------------------------------
- --------------------------------------------------------------------------------
Client's This Client's social security
Signature Date or tax identification number
on LB's records is:
| | | | | | | | | | |
-------------------------------
Other Client's Signatures The social security number of this
(All account owners must sign this account is the number of the client
sign this agreement) whose name appears first. Do not
appears first. enter the nubmer of any other
account owner.
- ----------------------------------- The social security or tax
- ----------------------------------- identification number shown above
- ----------------------------------- is incorrect. The CORRECT number
is:
| | | | | | | | | | |
-------------------------------
10
<PAGE>
Exhibit 7
Client's Agreement Prudential Securities
- --------------------------------------------------------------------------------
Prudential Securities Incorporated is a subsidiary of The Prudential Insurance
Company of America, Newark, New Jersey
______________________________________________________________________________
Dr. Pejman Salimpour
Account Name (herein referred to as I)
1. I agree as follows with respect to all of my accounts, in which I have an
interest alone or with others, which I have opened or open in the future, with
you for the purchase and sale of securities and commodities:
2. I am of full age and represent that I am not an employee of any exchange of a
Member Firm of any Exchange or the NASD, or of a bank, trust company, or
insurance company and that I will promptly notify you in writing if I become so
employed.
3. All transactions for my account shall be subject to the constitution, rules,
regulations, customs and usages, as the same may be constituted from time to
time, of the exchange or market (and its clearing house, if any) where executed.
4. Any and all credit balances, securities, commodities or contracts relating
thereto, and all other property of whatsoever kind, including but not limited
to: property belonging to me, owed to me, or in which I may have an interest
held by you or carried for my accounts, shall be subject to a general lien, for
the discharge of my obligations (including unmatured and contingent obligations)
by you. This general lien shall apply to all of my obligations to you, however
arising and without regard to whether or not you have made advances with respect
to such property. Such credit balances, securities, commodities or contracts
relating thereto and all other property, as referenced above, may, without
notice to me, be carried in your general loans, and all securities may be
pledged, repledged, hypothecated or rehypothecated, separately or in common with
other securities or any other property, for the sum due to you thereon or for a
greater sum, without retaining in your possession and control, for delivery a
like amount of similar securities or other property. At any time and from time
to time you may, in your discretion, without notice to me, apply and/or transfer
any securities, commodities, contracts relating thereto, cash or any other
property therein, interchangeably between any accounts in which I may have an
interest whether individual, joint, or otherwise or from any of my accounts to
any account guaranteed by me. You are specifically authorized to transfer to my
cash account on the settlement day following a purchase made in that account,
excess funds available in any of my other accounts, including but not limited to
any free balances in any margin account or in any non-regulated commodities
account, sufficient
1
<PAGE>
to make full payment of this cash purchase. I agree that any debit occurring in
any of my accounts may be transferred by you at your option to my margin
account.
5. I will maintain such margins as you may in your discretion require from time
to time and will pay on demand any debit balance owing with respect to any of my
accounts. Whenever in your discretion you deem it desirable for your protection,
(and without the necessity of a margin call) including but not limited to an
instance where a petition in bankruptcy or for the appointment of a receiver is
filed by or against me, or an attachment is levied against my account, or in the
event of notice of my death or incapacity, or in compliance with the orders of
any Exchange, you may, without prior demand, tender, and without any notice of
the time or place of sale, all of which are expressly waived, sell any or all
securities, or commodities or contracts relating thereto which may be in your
possession, or which you may be carrying for me, or buy any securities, or
commodities or contracts relating thereto of which my account or accounts may be
short, in order to close out in whole or in part any commitment in my behalf or
you may place stop orders with respects to such securities or commodities and
such sale or purchase may be made at your discretion on any Exchange or other
market where such business is then transacted, or at public auction or private
sale, with or without advertising and neither any demands, calls, tenders or
notices which you may make or give in any one or more instances nor any prior
course of conduct or dealings between us shall invalidate the aforesaid waivers
on my part. You shall have the right to purchase for your own account any or all
of the aforesaid property at any such sale, discharged of any right of
redemption, which is hereby waived.
6. All orders for the purchase or sale of commodities for future delivery may be
closed out by you as and when authorized or required by the Exchange where made.
Against a "long" position in any commodity contract, prior to maturity thereof,
and at least five business days before the first notice day of the delivery
month, I will give instructions to liquidate, or place you in sufficient funds
to take delivery; and in default thereof, or in the event such liquidating
instructions cannot be executed under prevailing conditions, you may, without
notice or demand, close out the contracts or take delivery and dispose of the
commodity upon any terms and by any method which may be feasible. Against a
"short" position in any commodity contract, prior to maturity thereof, and at
least five business days before the last trading day of the delivery month, I
will give you instructions to cover, or furnish you with all necessary delivery
documents; and in default thereof, you may without demand or notice, cover the
contracts, or if orders to buy in such contracts cannot be executed under
prevailing conditions, you may procure the actual commodity and make delivery
thereof upon any terms and by any method which may be feasible.
2
<PAGE>
7. All transactions in any of my accounts are to be paid for or required margin
deposited no later than 2:00 p.m. (ET) on the settlement date.
8. I agree to pay interest and service charges upon my accounts monthly at the
prevailing rate as determined by you.
9. I agree that, in giving orders to sell, all "short" sale orders will be
designated as "short" by me and all "long" sale orders will be designated as
"long" by me and that the designation of a sell order as "long" is a
representation on my part that I own the security and, if the security is not in
your possession that it is not then possible to deliver the security to you
forthwith and I will deliver it on or before the settlement date.
10. Reports of the execution of orders and statements of my account shall be
conclusive if not objected to in writing addressed to the branch manager of the
office servicing such account(s) within five days and ten days, respectively,
after transmittal to me by mail or otherwise.
11. All communications including margin calls may be sent to me at my address
given you, or at such other address as I may hereafter give you in writing, and
all communications so sent, whether in writing or otherwise, shall be deemed
given to me personally, whether actually received or not.
12. No waiver of any provision of this agreement shall be deemed a waiver of any
other provision, nor a continuing waiver of the provision or provisions so
waived.
13. I understand that no provision of this agreement can be amended or waived
except in writing signed by an officer of your Company, and that this agreement
shall continue in force until its termination by me is acknowledged in writing
by an officer of your Company; or until written notice of termination by you
shall have been mailed to me at my address last given you.
14. - Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court,
including the right to jury trial.
- Pre-arbitration discovery is generally more limited than and
different from court proceedings. The arbitrators award is not
required to include factual findings or legal reasoning and any
party's right to appeal or to seek modification of rulings by the
arbitrators is strictly limited.
- The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
The undersigned agrees, and by carrying an account for the undersigned you
agree, all controversies which may arise between us concerning any transaction
or the construction, performance or breach of this or any other agreement
between us, whether entered into prior, on or subsequent to the date hereof,
shall be determined by arbitration.
3
<PAGE>
This contract shall be governed by the laws of the State of New York, and shall
inure to the benefit of your successors and assigns, and shall be binding on the
undersigned, my heirs, executors, representatives, attorneys-in-fact,
administrators and assigns. Any controversy arising out of or relating to my
account, to transactions with or for me or to this Agreement or the breach
thereof, and whether executed or to be executed within or outside of the United
States, shall be settled by arbitration before either the New York Stock
Exchange, Inc. or the National Association of Securities Dealers, Inc. or any
other self-regulatory organization of which Prudential Securities Incorporated
is a member, as I may elect and under the then existing arbitration procedures
of the forum I have elected. If I do not make such election by registered mail
addressed to you at your main office within five (5) days after demand by you
that I make such election, then you may make such election. Notice preliminary
to, in conjunction with, or incident to such arbitration proceeding, may be sent
to me by mail and personal service is hereby waived. Judgment upon any award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof, without notice to me.
15. If any provision hereof is or at any time should become inconsistent with
any present or future law, rule or regulation of any securities or commodities
exchange or of any sovereign government or a regulatory body thereof and if any
of these bodies have jurisdiction over the subject matter of this agreement,
said provision shall be deemed to be superseded or modified to conform to such
law, rule or regulation, but in all other respects this agreement shall continue
and remain in full force and effect.
Lending Agreement
- -----------------
You and any firm succeeding to your firm are hereby authorized from time to time
to lend separately or together with the property of others either to yourselves
or to others any property which you may be carrying for me on margin. This
authorization shall apply to all accounts carried by you for me and shall remain
in full force until written notice of revocation is received by you at your
principal office in New York.
By signing this agreement I acknowledge that my securities may be loaned to you
or loaned out to others.
By signing this agreement, I acknowledge that I have received a copy of this
agreement.
This agreement contains a pre-dispute arbitration clause at page 1 at paragraph
14.
7-19-96 X/s/ P. Salimpour
_______________________ ___________________________ X_______________
Date Client's Signature
We require two signed copies--White copy must be sent to Home office. Pink copy
is to be retained by Branch office. Yellow copy is to be retained by client.
Prudential Securities Incorporated, One Seaport Plaza, New York, NY 10292
4
<PAGE>
Exhibit 8
Schedule of transactions in the Common Stock
by the Reporting Persons
during the past sixty days
(i) PVF
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- -------
9/11/97 5,000 $5.63
9/12/97 15,000 $5.88
9/12/97 100,000 $5.75
9/22/97 11,500 $5.70
(ii) UCC
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- --------
None.
(iii) Nazarian
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- --------
7/15/97 5,000 $4.31
(iv) Salimpour
Number of Price
Shares Per
Date Purchased Share(a)
- ---- --------- --------
9/12/97 10,000 $5.88
Note:
- -----
(a) Price does not include commission.
<PAGE>
Exhibit 9
------------- --------------------- -------- ------------
Branch Account No. FA Doc. ID
0| E | 0 3| 2| 9| 0|5 |5 A|4 TP
------------- --------------------- -------- ------------
Trading Authorization
================================================================================
This document authorizes the appointed agent to solely enter trading
instructions on behalf of the client.
I, Dr. Pejman Salimpour, of 151 N. Tigertail Road, LA CA 90049,
(Client's Name) (Client's Address)
do hereby name and appoint Mr. Ben Nazarian, whose address is
(Agent)
2000 Pasadena, LA CA 90031 to be my true and lawful attorney and
(Agent's Address)
to conduct in my name, place and stead my 0E0-329055 with
(Account Number)
Prudential Securities Incorporated of New York, NY (hereinafter referred to
as PSI), as PSI now is or at any time hereafter may be constituted and at any of
PSI's offices, to give and place any and all orders including, but not
exclusively, orders to purchase, sell (including short sales), exchange, trade
in stocks, bonds, open or closed end investment company shares and any other
securities such as options, warrants, rights, privileges, puts and calls and/or
commodities or contracts for the future delivery of any such commodities or any
options on such commodities or futures contracts on margin or otherwise, I
authorize my attorney to give to PSI any instructions that he may in his
discretion deem appropriate for my account number with PSI. I authorize my
attorney to receive, accept and/or waive any notice and/or demand that PSI may
give or issue with reference to or by reason of the conduct of the account and I
authorize my attorney to do and perform any act necessary in regards to the
account that I could do personally, and I hereby confirm any and all orders,
instructions or acts of my attorney whenever given or executed and complied with
or relied upon by PSI.
I instruct, authorize and acknowledge to PSI that all notices,
confirmations, statements and/or demands made by PSI referring to account
____________ may be mailed, delivered or served to or upon my attorney with the
same force and effect as though it had been delivered personally to me, and
confirmations and statements may be approved, or executed in writing or in any
other manner, by my attorney with the same force and effect as if I had
personally approved or executed it.
<PAGE>
I hereby fully authorize PSI to act and rely upon the authority and power
which I have given to my attorney. I acknowledge and confirm that my attorney is
solely my agent and that all acts and instructions given by him are solely on my
behalf, for my account, and are my responsibility.
I specifically acknowledge that nothing contained in this authorization is
intended to or shall require PSI to act on any instructions of my attorney in
any instance in which PSI for any reason desires not to act on those
instructions.
This power of attorney is durable and shall not be affected by subsequent
disability or incapacity.
The authority I have granted in this power of attorney shall be fully
effective even if the account is closed and opened from time to time, until PSI
actually receives written notice of revocation of this power of attorney signed
by me. All orders executed and any acts done by PSI in good faith after my death
or after an attempted revocation of this power of attorney without actual
written receipt of a notice of revocation or of actual notice of my death shall
be and remain binding upon myself and my legal representatives, successors and
assigns.
/S/ Pejman Salimpour 7-19-96
Client Signature Dated
Dr. Pejman Salimpour
Client Signature (If Joint Account) Dated
We require two signed copies: Please return the
White and Canary copies to the branch serving your
account. Please retain the Pink copy for your
records.
Prudential Securities Incorporated, One Seaport Plaza,
New York, NY 10292 Prudential Securities [Logo]
<PAGE>
Exhibit 10
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(f)(1)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13D is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13D shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not
be responsible for the completeness and accuracy of the information concerning
the others, except to the extent that it knows or has reason to believe that
such information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: September 22, 1997
PIONEER VENTURE FUND, L.L.C.
By: /s/ Benjamin Nazarian
------------------------------
Name: Benjamin Nazarian
Title: Manager
UNION COMMUNICATIONS COMPANY
By: /s/ Parviz Nazarian
------------------------------
Name: Parviz Nazarian
Title: General Partner
/s/ Benjamin Nazarian
------------------------------
Benjamin Nazarian
/s/ Pejman Salimpour
------------------------------
Dr. Pejman Salimpour
<PAGE>
Exhibit 11
POWER OF ATTORNEY
I, PARVIZ NAZARIAN, hereby appoint BENJAMIN NAZARIAN as my
true and lawful attorney-in-fact to sign on my behalf, both individually and in
my capacity as a general partner of Union Communications Company, and to file
with the Securities and Exchange Commission any schedules or other filings or
amendments thereto made by me or by Union Communications Company pursuant to
Section 13(d) of the Securities and Exchange Act of 1934.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day
of September, 1997.
/s/ Parviz Nazarian
-----------------------
Parviz Nazarian
UNION COMMUNICATIONS COMPANY
By:/s/ Parviz Nazarian
-----------------------
Name: Parviz Nazarian
Title: General Partner
<PAGE>
POWER OF ATTORNEY
I, DR. PEJMAN SALIMPOUR, hereby appoint BENJAMIN NAZARIAN as
my true and lawful attorney-in-fact to sign on my behalf individually and to
file with the Securities and Exchange Commission any schedules or other filings
or amendments thereto made by me pursuant to Section 13(d) of the Securities and
Exchange Act of 1934.
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day
of September, 1997.
/s/ Pejman Salimpour
-------------------------
Dr. Pejman Salimpour
