SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
JALATE LTD.
(Name of issuer)
COMMON STOCK
(Title of class of securities)
470145103
(CUSIP number)
Don A. Sanders, 3100 Chase Tower
Houston, Texas 77002 (713) 224-3100
(Name, address and telephone number of person
authorized to receive notices and communications)
November 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.
Check the following box if a fee is being paid with the statement.
(A fee is not required only if the reporting person: (1) has a pervious
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
(Continued on following pages)
SCHEDULE 13D
CUSIP No. 470145103
1 NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
DON A SANDERS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (
(b) (
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF , 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(E) (
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 271,700
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 271,700
10 SHARED DISPOSITIVE POWER
39,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1449%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock (the "Common Stock") of Jalate LTD., whose principal executive
office is located at 1675 South Alameda Street, Los Angeles, CA 90021
Item 2. Identity and Background
This statement is filed on behalf of Don A. Sanders, a U.S. Citizen
("Sanders" or "Reporting Person"), whose business address is 3100 Chase Tower,
Houston, Texas 77002. Sanders currently serves as the Chairman of the Executive
Committee of Sanders Morris Mundy, Inc., an investment banking firm, whose
address is 3100 Chase Tower, Houston, Texas 77002.
Sanders has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), nor
has Sanders, 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The funds used or to be used in making purchases of the Issuer's Common
Stock are personal funds of Sanders.
In the case of the Client Shares (as defined) and Spouse's shares (as
defined), the Reporting Person uses funds in the applicable Client's (as
defined) and Spouse's brokerage account at Sanders Morris Mundy Inc. ("SMM");
however, the Reporting person has directed the Clients' and Spouse's accounts to
purchase Common Stock from time to time through margin accounts by margining
marginable securities in such accounts. The Reporting person may direct some or
all of the Clients' and Spouse's accounts to acquire additional Common Stock;
some or all of such purchases may be purchased through margin accounts or
borrowings, to the extent legally permitted.
Item 4. Purpose of Transaction.
The securities of the Issuer were acquired by the Reporting Person and
his Spouse ("Spouse") in open market transactions and privately negotiated
transactions and for the Clients for investment purposes only. Sanders currently
intends to review continuously his equity interest in the Issuer and may or may
not seek involvement in the Issuer's affairs. Depending upon his evaluation of
the Issuer's business and prospects and upon future developments, Sanders, or
other entities that may be deemed to be affiliates of Sanders, may from time to
time purchase additional securities of the Issuer, dispose of all or a portion
of the securities held by such person, or cease buying or selling shares. Any
such additional purchases of the securities may be in open market or privately
negotiated transactions or otherwise.
Except as described in this Item 4, the Reporting Person has no present
plans or proposals which relate or would result in: (i) the acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer, (ii) an extraordinary corporate transaction such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries,
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries, (iv) any change in the present board of directors or
management of the Issuer, (v) any material change to the present capitalization
or dividend policy of the Issuer, (vi) any other material change in the Issuer's
business or corporate structure, (vii) changes in the Issuer's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person, (viii) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted on an inter-dealer quotation system of a
registered national securities association, (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended, or (x) any actions
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
The Reporting Person directly owns 271,700 shares (The
"Reporting Person Shares") of Common Stock and has the shared power to dispose
of or direct the disposition of 26,000 shares of Common Stock (the "Client
Shares") of certain of the Reporting Person's clients (the "Clients) from whom
the Reporting Person has been granted the right to dispose of or direct the
disposition of the Client Shares. The Reporting Person's Spouse directly owns
13,500 shares of Common Stock ("Spousal Shares"). The Client Shares together
with the Reporting Person Shares and the Spousal Shares represent an aggregate
of 9.1449% of the Common Stock.
The Reporting Person has the sole power to vote or to direct
the vote, and to dispose of or to direct the disposition of the Reporting Person
Shares and the shared power to dispose of or to direct the disposition of the
Client Shares.
The Reporting Person claims no beneficial ownership of
dispositive powers with regard to the Spousal Shares.
The following table lists all of the Reporting Person's
transactions involving Common Stock during the last 60 days. There have been no
transactions on the Clients' behalf in the last 60 days.
Date Number of Shares Price per Share
11/12/97 100,000 1.5000
11/13/97 35,000 1.6870
11/11/97 136,700 1.6870
The Reporting person has the right to receive or the power to
direct receipt of dividends from, or the proceeds from the sale of, 271,700
shares of Common Stock, while the applicable Client has the right to receive or
the power to direct receipt of dividends from, or the proceeds from the sale of
the applicable Client Shares.
The following table lists all of the Spousal transactions involving
Common Stock during the last 60 days:
Date Number of Shares Price per Share
11-11-97 10,000 1.6870
The Spouse has the right to receive or the power to direct receipt of
dividends from, or the proceeds from the sale of 13,500 shares of Common Stock.
(e) n/a
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
SMM, the Reporting Person's employer, maintains discretionary accounts
on behalf of its clients, including the Clients. Under the agreements governing
such accounts, the client grants to an account executive such as the Reporting
person, a power of attorney to sell or purchase securities on such client's
behalf in such accounts. The Reporting person has been designated as the sole
attorney-in-fact for Clients accounts holding the Clients Shares. To effect
trades for discretionary accounts, SMM acts as introducing and executing broker
to Broadcort Capital Corp ("BCC) which acts as clearing broker. BCC also acts as
custodian of shares maintained in discretionary accounts, such as the Client's
accounts. The form of the contract between BCC and each discretionary account
customer covering maintenance and the terms of customer margin accounts is
attached as Exhibit A. Such arrangements are made on terms that are customary in
the brokerage industry. The related form of Power of Attorney for client
accounts is attached as Exhibit B.
The Reporting person may have from time to time purchased or directed
the purchase of Common Stock in margin accounts using borrowings that are
available because of maintenance in the applicable account of marginable
securities.
Except as described above, the Reporting Person has no contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to securities of the Company, including, but not limited to,
transfer or voting of any of the securities, finder's fees, joint ventures
In accordance with Section 240.13d-7, the Reporting person expressly
declares that the filing of this Schedule shall not be construed as an admission
that he is, for the purposed of Section 13(d) or Section 13(g) the Securities
Exchange Act of 1934, as amended, the beneficial owner of any Common Stock other
than the Reporting Person Shares.
Item 7. Materials to be Filed as Exhibits.
Exhibit Title
A Form of Margin Account Agreement
B Form of Power of Attorney
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this filing is true, correct and complete.
Dated __December 31, 1998
/s/ Don A. Sanders
Don A. Sanders
EXHIBIT A
Broadcort Capital Corp. CUSTOMER AGREEMENT
In consideration of your accepting and carrying one or more accounts for the
undersigned, the undersigned here by consents and agrees that:
APPLICABLE RULES AND REGULATIONS
1. All transactions shall be subject to the constitution, rules, regulations,
customs and usages of the exchange or market and its clearing house, if any, on
which such transactions are executed by you (Broadcort Capital Corp.) or your
agents, including your subsidiaries and affiliates.
DEFINITION
2. For purposes of this agreement, "securities and other property" shall
include, but not be limited to, money, securities, financial instruments and
commodities of every kind and nature, and all contracts and options relating
thereto, whether for present or future delivery.
MARGIN REQUIREMENTS AND CREDIT CHARGES
3. The undersigned will maintain such securities and other property in the
accounts of the undersigned for margin purposes as you shall require from time
to time; and the monthly debit balance of such accounts shall be charged, in
accordance with your usual custom, with interest at a rate permitted by the laws
of the State of New York. It is understood that the interest charge made to the
undersigned's account at the close of a charge period will, unless paid, be
added to the opening balance for the next charge period and that interest will
be charged upon such opening balance, including all interest so added.
SECURITY INTEREST
4. All securities and other property now or hereafter held, carried or
maintained by you or by any of your affiliates in your possession or control, or
in the possession or control of any such affiliate, for any purpose, in or for
any account of the undersigned now or hereafter opened, including any account in
which the undersigned may have an interest, shall be subject to a lien for the
discharge of all the indebtedness and other obligations of the undersigned to
you, and are to be held by you as security for the payment of any liability or
indebtedness of the undersigned to you in any of said accounts. You shall have
the right to transfer securities and other property so held by you from or to
any other of the accounts of the undersigned whenever in your judgment you
consider such a transfer necessary for your protection. In enforcing your lien,
you shall have the discretion to determine which securities and property are to
be sold and which contracts are to be closed.
REPRESENTATION AS TO BENEFICIAL OWNERSHIP AND CONTROL
5. The undersigned represents that, with respect to securities against which
margin credit is or may be extended by you: (a) the undersigned is not the
beneficial owner of more than three percent (3%) of the number of outstanding
shares of any class of equity securities, and (b) does not control, is not
controlled by and is not under common control with, the issuer of any such
securities. In the event that any of the foregoing representations is inaccurate
or becomes inaccurate, the undersigned will promptly so advise you in writing.
CALLS FOR ADDITIONAL COLLATERAL- LIQUIDATION RIGHTS
6. (a) You shall have the right to require additional collateral:
(1) in accordance with your general policies regarding your margin maintenance
requirements, as such may be modified, amended or supplemented from time to
time; or (2) if in your discretion you consider it necessary for your protection
at an earlier or later point in time than called for by said general policies;
or
(3) in the event that a petition in bankruptcy or for appointment of a receiver
is filed by or against the undersigned; or (4) if an attachment is levied
against the accounts of the undersigned; or (5) in the event of the death of the
undersigned.
(b) IF THE UNDERSIGNED DOES NOT PROVIDE YOU WITH ADDITIONAL COLLATERAL AS
YOU MAY REQUIRE IN ACCORDANCE WITH (A) (1) OR (2), OR SHOULD AN EVENT
DESCRIBED IN (A) (3), (4) OR (5) OCCUR,
(WHETHER OR NOT YOU ELECT TO REQUIRE ADDITIONAL COLLATERAL), YOU SHALL HAVE THE
RIGHT:
(1) TO SELL ANY OR ALL SECURITIES AND OTHER PROPERTY IN THE ACCOUNTS OF THE
UNDERSIGNED WITH YOU OR WITH ANY OF YOUR AFFILIATES, WHETHER CARRIED
INDIVIDUALLY OR JOINTLY WITH OTHERS;
(2) TO BUY ANY OR ALL SECURITIES AND OTHER PROPERTY WHICH MAY BE SHORT IN SUCH
ACCOUNTS; AND
(3) TO CANCEL ANY OPEN ORDERS AND TO CLOSE ANY OR ALL OUTSTANDING CONTRACTS.
YOU MAY EXERCISE ANY OR ALL OF YOUR RIGHTS UNDER (B) (1), (2) AND (3) WITHOUT
FURTHER DEMAND FOR ADDITIONAL COLLATERAL, OR NOTICE OF SALE OR PURCHASE, OR
OTHER NOTICE OR ADVERTISEMENT. ANY SUCH SALES OR PURCHASE MAY BE MADE AT YOUR
DISCRETION ON ANY EXCHANGE OR OTHER MARKET WHERE SUCH BUSINESS IS USUALLY
TRANSACTED, OR AT PUBLIC AUCTION OR PRIVATE SALE; AND YOU MAY BE THE PURCHASER
FOR YOUR OWN ACCOUNT. IT IS UNDERSTOOD THAT YOUR GIVING OF ANY PRIOR DEMAND OR
CALL OR PRIOR NOTICE OF THE TIME AND PLACE OF SUCH SALE OR PURCHASE SHALL NOT BE
CONSIDERED A WAIVER OF YOUR RIGHT TO SELL OR BUY WITHOUT ANY SUCH DEMAND, CALL
OR NOTICE AS HEREIN PROVIDED.
PAYMENT OF INDEBTEDNESS UPON DEMAND
7. The undersigned shall at all times be liable for the payment upon demand of
any debit balance or other obligations owing in any of the accounts of the
undersigned with you, and the undersigned shall be liable to you for any
deficiency remaining in any such accounts in the event of the liquidation
thereof, in whole or in part, by you or by the undersigned; and the undersigned
shall make payment of such obligations and indebtedness upon demand.
LIABILITY FOR COSTS OF COLLECTION
8. To the extent permitted by the laws of the State of New York, the reasonable
costs and expenses of collection of the debit balance and any unpaid deficiency
in the accounts of the undersigned with you, including but not limited to
attorneys' fees incurred and payable or paid by you, shall be payable to you by
the undersigned.
PLEDGE OF SECURITIES AND OTHER PROPERTY
9. All securities and other property now or hereafter held, carried or
maintained by you in your possession or control in any of the accounts of the
undersigned may be pledged and repledged by you from time to time, without
notice to the undersigned, either separately or in common with other such
securities and other property, for any amount due in the accounts of the
undersigned, or for any greater amount, and you may do so without retaining in
your possession or under your control for delivery a like amount of similar
securities or other property.
LENDING AGREEMENT
10. Within the limitations imposed by applicable laws, rules and regulations,
you are hereby authorized to lend to yourselves, as principal or otherwise, or
to others, any securities held by you on margin for any accounts of the
undersigned or as collateral therefor, either separately or with other
securities. It is recognized that any losses or other detriments, or gains or
other benefits, arising from any such lending of securities shall not accrue to
the account of the undersigned.
PRESUMPTION OF RECEIPT OF COMMUNICATIONS
11. Communications may be sent to the undersigned at the address of the
undersigned or at such other address as the undersigned may hereafter give you
in writing. All communications so sent, whether by mail, telegraph, messenger or
otherwise, shall be deemed given to the undersigned personally, whether actually
received or not.
ACCOUNTS CARRIED AS CLEARING BROKER
12. If you are carrying the account of the undersigned as clearing broker by
arrangement with
another broker through whose courtesy the account of the undersigned has been
introduced to you, then until receipt from the undersigned of written notice to
the contrary, you may accept from such other broker, without inquiry or
investigation by you (a) orders for the purchase or sale in said account of
securities and other property on margin or otherwise, and (b) any other
instructions concerning said account. You shall not be responsible or liable for
any acts or omissions of such other broker or its employees.
JOINT AND SEVERAL LIABILITY
13. If the undersigned shall consist of more than one person, their obligations
under this agreement shall be joint and several.
REPRESENTATION AS TO CAPACITY TO ENTER INTO AGREEMENT
14. The undersigned represents that no one except the undersigned has an
interest in the account or accounts of the undersigned with you. If a natural
person, the undersigned represents that the undersigned is of full age, is not
an employee of any exchange, nor of any corporation of which any exchange owns a
majority of the capital stock, nor of a member of any exchange, nor of a member
firm or member corporation registered on any exchange, nor of a bank, trust
company, insurance company or any corporation, firm or individual engaged in the
business of dealing either as broker or as principal in securities, bills of
exchange, acceptances or other forms of commercial paper. If any of the
foregoing representations is inaccurate or becomes inaccurate, the undersigned
will promptly so advise you in writing.
EXTRAORDINARY EVENTS
15. You shall not be liable for loss caused directly or indirectly by government
restrictions, exchange or market rulings, suspension of trading, war, strikes or
other conditions beyond your control.
THE LAWS OF THE STATE OF NEW YORK GOVERN
16. THIS AGREEMENT AND ITS ENFORCEMENT SHALL BE GOVERNED BY THE STATE OF NEW
YORK WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW OR CONFLICTS OF LAW PRINCIPLES;
SHALL COVER INDIVIDUALLY AND COLLECTIVELY ALL ACCOUNTS WHICH THE UNDERSIGNED MAY
OPEN OR REOPEN WITH YOU; OR WHICH MAY BE INTRODUCED TO YOU, INCLUDING YOUR
SUBSIDIARIES AND AFFILIATES, THROUGH THE COURTESY OF THE AFOREMENTIONED
INTRODUCING FIRM; SHALL INURE TO THE BENEFIT OF YOUR AFFILIATES AND YOUR
SUCCESSORS, AND THOSE OF THE AFOREMENTIONED INTRODUCING FIRM, WHETHER BY MERGER,
CONSOLIDATION OR OTHERWISE, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES AND
AGENTS; YOU MAY TRANSFER THE ACCOUNTS OF THE UNDERSIGNED TO YOUR SUCCESSORS AND
ASSIGNS AND THOSE OF THE AFOREMENTIONED INTRODUCING FIRM; AND THIS AGREEMENT
SHALL BE BINDING UPON THE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND
ASSIGNS OF THE UNDERSIGNED.
AMENDMENTS
17. The undersigned agrees that you shall have the right to amend this
Agreement, by modifying or rescinding any of its existing provisions or by
adding any new provision. Any such amendment shall be effective as of a date to
be established by you, which shall not be earlier than thirty days after you
send notification of any such amendment to the undersigned.
SEPARABILITY
18. If any provision or condition of this agreement shall be held to be invalid
or unenforceable by any court, or regulatory or self-regulatory agency or body,
such invalidity or unenforceability shall attach only to such provision or
condition. The validity of the remaining provisions and conditions shall not be
affected thereby and this agreement shall be carried out as if any such invalid
or unenforceable provision or condition were not contained herein.
HEADINGS ARE DESCRIPTION
19. The heading of each provision hereof is for descriptive purposes only and
shall not be deemed to modify or qualify any of the rights or obligations set
forth in each such provision.
AGREEMENT TO ARBITRATE CONTROVERSIES
20. * 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 PROCEDURES.
* THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDING OR
LEGAL REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION
OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED.
* THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
THE UNDERSIGNED AGREE(S) THAT ALL CONTROVERSIES WHICH MAY ARISE BETWEEN US, OR
BETWEEN ME AND THE ORGANIZATION THAT HAS INTRODUCED MY ACCOUNT CARRIED BY YOU,
INCLUDING BUT NOT LIMITED TO THOSE INVOLVING 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. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE
CONDUCTED ONLY BEFORE THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK
EXCHANGE, INC., OR ARBITRATION FACILITY PROVIDED BY ANY OTHER EXCHANGE OR THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC OR THE MUNICIPAL SECURITIES
RULEMAKING BOARD, AND IN ACCORDANCE WITH ITS ARBITRATION RULES THEN IN FORCE.
THE UNDERSIGNED MAY ELECT IN THE FIRST INSTANCE WHETHER ARBITRATION SHALL BE
CONDUCTED BEFORE THE NEW YORK STOCK EXCHANGE, INC., THE AMERICAN STOCK EXCHANGE,
INC., OTHER EXCHANGES, OR THE NATIONAL ASSOCIATION ASSOCIATION OF SECURITIES
DEALERS, INC. OR THE MUNICIPAL SECURITIES RULEMAKING BOARD, BUT IF THE
UNDERSIGNED FAIL(S) TO MAKE SUCH ELECTION, BY REGISTERED LETTER OR TELEGRAM
ADDRESSED TO YOU AT THE OFFICE WHERE THE UNDERSIGNED MAINTAIN(S) MY ACCOUNT,
BEFORE THE EXPIRATION OF FIVE DAYS AFTER RECEIPT OF A WRITTEN REQUEST FPOM YOU
TO MAKE SUCH ELECTION, THEN YOU MAY MAKE SUCH ELECTION. JUDGEMENT UPON THE AWARD
OF ARBITRATORS MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING
JURISDICTION.
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 ACT10N 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.
BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGE (1) THAT, IN ACCORDANCE
WITH PARAGRAPH 20, THE UNDERSIGNED AGREE IN ADVANCE TO ARBITRATE ANY
CONTROVERSIES WHICH MAY ARISE WITH BROADCORT CAPITAL CORP., OR BETWEEN ME/US AND
THE ORGANIZATION THAT HAS INTRODUCED THE UNDERSIGNED ACCOUNT CARRIED BY YOU AND,
(2) THAT, PURSUANT TO PARAGRAPH 10 ABOVE, CERTAIN OF MY/OUR SECURITIES MAY BE
LOANED TO YOU OR LOANED OUT TO OTHERS, AND (3) RECEIPT OF A COPY OF THIS
AGREEMENT.
SIGNATURES
CORPORATION/PARTNERSHIP/TRUST INDIVIDUALS
__________________________ _______________________
(SIGNATURE OF CORPORATION, PARTNERSHIP OR TRUSTEE(S)
BY ______________________
TITLE ____________________ ___________________________
(SECOND PARTY, IF JOINT ACCT)
ATTEST ___________________
CORPORATE SEAL (IF APPLICABLE)
DATED ____________________ ACCOUNT NO.______________
NOTE: FOR PARTNERSHIPS, ALL GENERAL PARTNERS MUST SIGN
EXHIBIT B
Power of Attorney - Limited - Authorization to Buy and Sell
TO: SANDERS MORRIS MUNDY INC.
I hereby constitute and appoint _____________________(whose signature appears
below), my agent and attorney-in-fact, with full power and authority to act for
me and in my behalf in any lawful way to subscribe, buy, sell (including short
sales), exchange, and trade in stocks, bonds, mutual funds, limited partnership
interests, or investment and trust units, and all other types of securities and
financial instruments, whether or not in negotiable form, issued or unissued,
foreign exchange, commodities, and contracts relating to same (including
commodity future contracts), on margin or otherwise, and to receive certificates
and other evidences of ownership with respect to securities, for my account or
accounts with you, however designated, and whether presently open or hereafter
opened.
You are accordingly authorized and empowered to follow the instructions of my
said agent and attorney-in-fact in every respect with regard to any such
subscriptions, trades, exchanges, purchases, or sales, long or short, on margin
or otherwise, for my account, and I hereby ratify and confirm any and all
transactions, trades or dealings effected in and for my account(s) by my said
agent and attorney-in-fact, and agree to indemnify you and hold you free and
harmless for any claims, loss, liability, or damage that aries against you
because of your reliance on this power of attorney.
Notwithstanding the foregoing, my said agent and attorney-in-fact is not
authorized to act on my behalf, without my prior specific written approval, to
execute any transaction in (i) any securities issued by you or any of your
affiliates; (ii) any direct participation program; or (iii) any securities
offered by you in an offering underwritten by you as a principal.
This power of attorney, authorization, and indemnity is in addition to (and in
no way limits or restricts) any and all rights which you may have under any
other agreement or agreements between your firm and me, and shall inure and
continue in favor of your present firm, its successors, by merger, consolidation
or otherwise, and assigns.
This power of attorney and authorization is effective immediately and shall
continue in full force and effect, and you and your successors and assigns shall
be indemnified in relying thereon, until you shall receive actual written notice
of revocation thereof, signed by me; or in the event of the termination thereof
by my death, until you shall have received actual notice thereof, and such
revocation or termination shall in no way affect the validity of this power and
my liability under the indemnity herein contained, with reference to any
transaction initiated by my agent and attorney-in-fact, prior to the actual
receipt by you of notice of such revocation or termination, as above provided.
THIS POWER OF ATTORNEY IS NOT AFFECTED BY SUBSEQUENT DISABILITY OR INCOMPETENCE
OF THE PRINCIPAL.
Dated at _________________, this __________ day of __________ , 19 ___.
- --------------------------- ---------------------------
SIGNATURE OF CLIENT SIGNATURE OF AGENT
ACCEPTED BY SANDERS MORRIS MUNDY INC.
- ---------------------------
BOTH SIGNATURES IF JOINT ACCOUNT
By:____________________________
Name:__________________________ Title: ________________________
ACKNOWLEDGEMENT
State of ________________________
County of _______________________
This document was acknowledged before me on _________
by ___________________________________. (date)
(name of principal)
(Seal, if any
of notary)
-------------------------
(Signature of notorial officer)
My Commission Expires: _______________ _________________________
(Printed name)
