<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
MUSTANG SOFTWARE, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
62820W 10 7
(Cusip Number)
James A. Harrer
President and Chief Executive Officer
Mustang Software
6200 Lake Ming Road
Bakersfield CA 93306
Telephone: (805) 873-2500
Fax: (805) 873-2457
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 11 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / / .
Check the following box if a fee is being paid with the statement /X/.
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SCHEDULE 13D
CUSIP NO. 62820W 10 7
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NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
James A. Harrer
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) / /
(b) / /
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3 SEC USE ONLY
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SOURCE OF FUNDS
4
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
880,050 on November 14, 1996
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 880,050 on November 14, 1996
------------------------------------------------
10 SHARED DISPOSITIVE POWER
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 880,050 on November 14, 1996
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 26.2% on November 14, 1996
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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<PAGE>3
CUSIP NO. 62820W 10 7
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, no par value (the "Common
Stock") of Mustang Software, Inc. (the "Company"), a California corporation
with principal executive offices at 6200 Lake Ming Road, Bakersfield CA 93306.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by James A. Harrer. Mr. Harrer's business
address is Mustang Software, Inc., 6200 Lake Ming Road, Bakersfield CA 93306.
Mr. Harrer is the President, Chief Executive Officer and Chairman of the Board
of the Company and is a citizen of the United States of America.
During the past five years, Mr. Harrer has not been convicted in a
criminal proceeding and has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as a result of
which he is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION.
This statement relates to the disposition of Common Stock of the Company,
not the acquisition thereof.
(a) Sales of the securities reported in Item 5 have resulted from sales
by A. G. Edwards & Sons, Inc., as pledgee of the reporting person (the
"Pledgee"), under a margin loan (the "Margin Loan"). Additional sales of
Common Stock pledged by the reporting person by the Pledgee are expected in
order to satisfy a balance of approximately $182,000 remaining on the Margin
Loan at November 14, 1996. The number of shares sold will depend on the price
levels of the shares at the time of sale by the Pledgee.
(b)-(j). The reporting person has no plans or proposals which relate to
any of the matters specified in Items 5(b)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Items 11 and 13 on Page 2 of this Schedule 13D.
(b) See Items 7 through 10 on Page 2 of this Schedule 13D.
<PAGE>4
CUSIP NO. 62820W 10 7
(c) The following table describes all transactions in the Common Stock by
the reporting person within the last 60 days. All sales indicated in the
table, which the reporting person has been advised by the Pledgee were made in
the open market for the account of the Pledgee, reflect sales by the Pledgee
to partially satisfy the Margin Loan.
[S] [C] [C]
Number
of shares Price per
Date sold share
------------ ----------- --------------
10/30/96 5,000 $1.7500
10/31/96 10,000 $1.6250
11/5/96 1,500 $1.2500
11/6/96 8,000 $1.2500
2,000 $1.3750
11/8/96 3,000 $1.5000
11/11/96 3,100 $1.5625
2,500 $1.3750
3,900 $1.5000
11/12/96 5,000 $1.6250
5,000 $1.7500
2,000 $2.0000
2,700 $1.8750
11/15/96 3,700 $1.2500
5,000 $1.5000
11/18/96 5,000 $1.3750
5,000 $1.6250
11/19/96 200 $1.6250
------------
72,600
(d) Until the Margin Loan is satisfied, the Pledgee has the power to
direct the proceeds from the sales of the shares pledged by the reporting person
to secure the Margin Loan. The reporting person had pledged an aggregate of
300,000 shares of Common Stock or approximately 8.9% of the shares of Common
Stock outstanding (before giving effect to sales of shares reported herein) to
secure the Margin Loan from Pledgee.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Reference is made to Exhibit 1 which contains the terms of the reporting
person's pledge to the Pledgee.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 AG Edwards UltraAsset Account Agreement
<PAGE>5
CUSIP NO. 62820W 10 7
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.
November 21, 1996
/s/ James A. Harrer
------------------------------------
James A. Harrer
UlttaAsset Account Agreements Account Number: 587038366 UAA
AGREEMENT
This Agreement sets forth the terms and conditions governing the UltraAssct
Account (the "UAA") financial service to which the undersigned is applying
with A.G. Edwards & Sons, Inc. ("Edwards"). The undersigned understands that
before the UAA service is provided, it will be necessary for Bank One,
Columbus, N.A., Columbus, Ohio (the "Bank"), to accept the undersigned's
application to open a checking account and a VISA Gold account (a Card-Check
Account) pursuant to which the undersigned may be provided checks ("Checks")
and may be issued one or more VISA Gold cards ("Card") to be used in
connection with the UAA service. An annual fee will be charged by Edwards
for the financial services provided to the undersigned. The annual fee may
be changed at any time upon ten (10) days' notice to the undersigned. The
undersigned understands that before UAA begins operation, the undersigned's
securities margin account must have at least $20,000 in any combination of
cash or securities for an individual or business UAA.
In consideration of Edwards, or any successor thereof, accepting one or more
accounts of the undersigned (whether designated by name, number or otherwise)
for the purchase, sale or carrying of securities, commodities and options,
or contracts relating thereto, and other property (hereafter "property"),
you (the individual, corporation, or parties involved with this account)
agree to the following:
GENERAL TERMS
1. The UAA is a regular Edwards securities margin account (the "Securities
Account") which is linked to a no-load money market trust the undersigned
designates as primary herein (the "Fund") and a Card-Check Account with
checking and VISA Gold Card services maintained by the Bank. The Securities
Account and the Card-Check Account are collectively referred to as the
Account.
2. The undersigned acknowledges receiving a copy of the Fund prospectus with
the Program Summary Description and the Truth in Lending Disclosure. These
documents shall be referred to in this Agreement as the "Documents." Unless
the context otherwise requires, the term "this Agreement" shall include the
Documents as amended from time to time.
The undersigned agrees that Edwards may amend this Agreement by modifying or
rescinding any of its existing provisions or by adding any new provision, at
any time by sending notice of the amendment to the undersigned. The
undersigned hereby appoints Edwards as its agent in order to effectuate any
such amendment. Any such amendment shall be effective as of the date
established by Edwards.
3. All transactions shall be handled by you in accordance with and shall be
subject to all applicable federal and state laws, rules and regulations; the
constitution, rules, customs and usages of the applicable exchange,
association, market or clearinghouse; and the customs and usages of those
transacting business on such exchange, market or clearinghouse.
This agreement shall be deemed modified as necessary to conform with any
changes in those laws, rules, regulations, constitutions, customs and usages;
as modified. it will remain in full force and effect.
4. Except as stated above, no provision or this printed agreement shall in
any respect be waived, modified, amended or deleted and acceptance of this
agreement and any accounts thereunder by Edwards shall not constitute
ratification of any changes and such acceptance shall not stop Edwards from
asserting and enforcing the original provisions of this agreement unless such
changes are expressly agreed to in a separate document signed by Edwards'
Director of Operations or a designee.
5. You will settle transactions when due and will maintain with Edwards
collateral in the form of monies or property acceptable to Edwards of such
value as Edwards may require; on demand, you will immediately make payment
on the entire amount or such part as Edwards may require.
6. The following disclosure is required by various regulatory bodies but
shall not limit the applicability of the following arbitration provision to
any controversy, claim or issue in any controversy or claim that may arise
between you and Edwards:
(a) ARBITRATION IS FINAL AND:BINDING ON THE PARTIES.
(b) THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
INCLUDING THE RIGHT TO JURY TRIAL.
(c) PREARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT
FROM COURT PROCEEDINGS.
(d) THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR
LEGAL REASONING, AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION
OF RULINGS BY THE ARBITRAT)DRS IS STRICTLY LIMITED.
(e) THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
(f) NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO
ARBITRATION, OR SEEK TO ENFORCE ANY PREDISPUTE 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.
7. You agree, and, by carrying any account for you, Edwards agrees that all
controversies between you and Edwards and any of Edwards' present or former
officers, directors, agents or employees that may arise for any reason,
shall be determined by arbitration. Any arbitration under this agreement
shall be before the National Association or Securities Dealers, Inc., or
the New York Stock Exchange, Inc., or an arbitration facility provided by
any other securities exchange of which Edwards is a member, or the American
Arbitration Association, or the Municipal Securities Rulemaking Board, in
accordance with the rules pertaining to such organization. You may choose
in the first instance whether arbitration shall be before and in accordance
with the rules of one of the aforementioned arbitration forums by
registered letter or telegram addressed to Edwards at Edwards' office in
St. Louis, Missouri. If you fail to notify Edwards of your specific choice
within five (5) days after you receive from Edwards the request to make
such choice, then Edwards may make the choice of the arbitration forum to
be used to resolve the controversy.
At least one of the arbitrators appointed to hear any controversy to be
settled by arbitration shall be currently employed full time by a member
organization of' the New York Stock Exchange, Inc., unless otherwise
agreed in writing before the time of the arbitration.
This arbitration provision shall apply to any controversy, claim or issue
in any controversy arising front events that occurred before, on or after
the execution of this arbitration agreement. This arbitration provision
shall be interpreted according to federal law and the Federal Arbitration
Act. The award of the arbitrators, or of the majority of them, shall be
final, and judgment on the award rendered may be entered in any court,
state or federal, that has jurisdiction.
8. NO EDWARDS EMPLOYEE IS AUTHORIZED TO ENTER TRADES FOR YOU WITHOUT YOUR
EXPRESS PRIOR APPROVAL UNLESS YOU EXPRESSLY AGREE TO THAT AUTHORITY IN A
SEPARATE DOCUMENT SIGNED BY YOU AND EDWARDS' DIRECTOR OF OPERATIONS OR A
DESIGNEE; YOU ALSO AGREE TO IMMEDIATELY BRING ANY UNAUTHORIZED TRADING
ACTIVITY TO THE ATTENTION OF EDWARDS. Your acceptance of a transaction or
position in any of your accounts that was undertaken by an Edwards employee
on your behalf but was not expressly authorized by you before its entry and
not immediately objected to by you after its entry, renders that employee
your agent and precludes you from later denying that the employee was given
authority to enter orders for transactions or positions in your account at
the employee's discretion.
9. Each party authorizing this agreement or who is authorized to act on
behalf of the account under a separate agreement shall have authority on
behalf of the account, and for the risk and in the name of the account, and
each does hereby appoint the other his or her agent and attorney-in-fact in
regard to the account, to buy, sell (including short sales) and otherwise
deal in stocks, bonds, options and other securities, listed or unlisted,
and commodities for present or future delivery, on margin or otherwise in
accordance with Edwards' terms and conditions; to deposit with, withdraw
and receive payment or delivery from Edwards of money, commodities, stocks,
bonds, contracts for purchase or sale of commodities, and other negotiable
instruments, securities and other property; to execute checks on behalf of
the Card-Check Account; to make purchases of merchandise and services and
receive cash advances, all of which may be done for the Account or for the
individual use or Account of any one of the undersigned and all of which will
be chargeable to the Securities Account.
Each party executing this agreement indemnities Edwards, its agents and
employees, and covenants to hold Edwards, its agents and employees, harmless
against all obligations, demands, losses or liabilities (including
attorney's fees) by whomsoever asserted, which are suffered, incurred or
paid by Edwards as a result of, or in any way arising out of, or
consequential to, transactions or actions by any other party, either
jointly or severally, or by any other party who is authorized to act on
behalf of the account.
10. Edwards may request and obtain an investigative consumer report
indicating your creditworthiness, credit standing, credit capacity,
character, general reputation, personal characteristics or mode of living.
You have the right, upon written request made within a reasonable period of
time from the date hereof, to receive from Edwards a complete and accurate
disclosure of the nature and scope of the investigation requested.
11. This agreement, its enforcement and the interest charged hereunder
shall be governed by the laws of the state of New York, shall cover
individually and collectively all accounts that you may at any time
maintain with Edwards, shall insure to the benefit of Edwards, any successor
or assigns, and shall be binding on you, your executors, administrators,
successors, heirs and assigns. Provisions concerning the Card/Card-Check
account shall be governed by the laws of the state of Ohio. This agreement
shall continue in effect until your written notice of revocation is received
by Edwards' Director of Operations. Notwithstanding any such revocation,
this agreement shall remain in effect with regard to all transactions
entered into or indebtedness incurred before such revocation and all matters
pertaining thereto.
12. Unless otherwise specified by you, Edwards is authorized to enter orders
for you in its name on any exchange or other market or place where such
business may be transacted for your account and risk. You hereby authorize
Edwards to employ agents on your behalf. The identity of any such agent so
employed by Edwards on your behalf shall be disclosed to you on request.
Edwards shall have no liability to you for the errors and omissions of such
agents who are independent contractors; provided, however, that in any
controversy between you and such agents, Edwards shall provide to you,
without expense to you. Such records and testimony of the transaction that
Edwards has in its possession.
13. You will examine all statements, confirmations, and other reports or
notices when you receive them from Edwards. Such statements, confirmations,
reports or notices shall be deemed accepted by you as correct and conclusive
if you do not notify Edwards' Customer Service Department otherwise in
writing within ten (10) days after receipt; except in regard to transactions
in options, commodities and contracts relating thereto, when notice of any
discrepancies must be provided within three (3) days of receipt. Any such
notice will be made by you via both telephone and in written form (facsimile,
telegraph, next-day delivery mail, etc.) directed to Edwards' office in
St. Louis, Missouri. You acknowledge that because of the nature of the
markets involved, positions confirmed or deleted in error may result in a
substantial loss. Consequently, you agree that if for any reason you fail
to bring an error or discrepancy to Edwards' attention within the periods
specified above, any responsibility and liability for the loss will be yours.
14. Edwards shall not be liable to you for any default by a market (Exchange)
on which you may have acquired a position. You understand that Exchanges may
change terms, rules and procedures that may affect markets adversely; the
Exchange may also default on a duty to pay its obligations or may be unable
to take or make a delivery of positions traded thereon.
15. Edwards may limit the number of securities, options and commodities,
or contracts related thereto that it will place or hold for your account and
reserves the right to cease accepting orders from you for additional
securities, options and commodities, or contracts related thereto, at any
time.
16. You recognize that Edwards' recommendations are opinions because
they deal with future developments that cannot be predicted with certainty.
Edwards is not obligated to keep you abreast of developments in the market
concerning securities, options and commodities, or contracts related thereto,
and you shall be responsible for remaining informed of those securities,
options, commodities and contracts related thereto.
17. (a) Edwards may from time to time make recommendations concerning the
advisability of buying, selling or holding securities, options and
commodities, or contracts relating thereto, or using a trading
method or program. You are aware that Edward is in the business
of generating brokerage commissions, and, since this is the case, the
more trades you make, the higher will be the amount of commissions
generated. Trading programs may result in a higher number of
trades being generated and commissions charged.
(b) Transactions in securities, options and commodities, or contracts
related thereto, and the market activities of Edwards or any of its
officers, employees or shareholders may be inconsistent with Edwards'
recommendations to you.
18. All checks from you that are to be credited to your account with
Edwards shall be payable to "A.G. Edwards & Sons, Inc." Edwards may in its
discretion refuse to accept for your account checks payable to any party
other than you, and, if such checks are accepted, they shall be accepted
for collection only and shall not be considered credited to your account
until paid.
19. Any suit, arbitration proceeding, reparation proceeding, claim or
action against Edwards or its present or past officers, agents or employees
shall be brought and heard in the city where the Edwards branch sales office
with which you dealt is or was located. If the court, arbitration agency or
reparations tribunal does not conduct hearings in that city, then any such
action must be brought and heard in the locale closest to that city in which
the court, arbitration agency or reparations tribunal conducts hearings.
This paragraph shall apply even if you have related disputes with other
parties that cannot be resolved in the same locale.
20. The undersigned may terminate the UltraAsset Account, upon receipt
of written notice of revocation by the Director of Operations of Edwards from
the undersigned . Notwithstanding any such revocation, this Agreement shall
continue in effect as to all transactions entered into or an indebtedness
occurred prior to such revocation and all matters pertaining thereto. The
undersigned will remain responsible for any charges to the undersigned's
UltraAsset Account whether arising before or after termination.
Edwards may terminate the undersigned's UltraAsset Account at any time.
Without limiting Edwards' rights in this regard, the undersigned acknowledges
that the deposit of Checks followed by the prompt removal of funds for the
primary purpose of earning dividends on Fund shares violates this Agreement.
If in Edward's sole judgment, it appears that the undersigned is so acting,
Edwards may terminate the undersigned's UltraAsset Account.
If subscription to the UltraAsset Account is terminated for any reason,
either by the undersigned or by Edwards, the undersigned will promptly return
all unused Checks and Cards to Edwards. Failure to return such Checks and
Cards to Edwards may result in a delay in following the undersigned's
instructions as to the disposition of assets in the UltraAsset Account.
Should the UltraAsset Account be terminated, Edwards may and is hereby
authorized to redeem all Fund shares owned by the undersigned.
21. You shall be solely responsible for any expense, including
attorney's fees, incurred by Edwards in collection of a deficit from you.
You will also be solely responsible for any expense, including attorney's
fees, incurred by Edwards in defense of an action brought by you seeking
rescission of any agreement between you and Edwards or to recover damages
for the actions of Edwards or its employees.
22. If you are an individual, you represent that, unless Edwards'
Director of Operations has been notified in writing to the contrary, you
have reached the age of majority; are duly authorized to execute this
agreement if acting on behalf of another; are not insolvent; are not an
employee of any securities or commodities exchange, or of any corporation
of which any such exchange owns a majority of the capital stock, or of any
member of any such exchange, or of a member firm, corporation or organization
registered with any such exchange, or of a bank, trust company or insurance
company, or of any corporation, firm or individual engaged in the business
of dealing either as a broker or as principal in securities, bills of
exchange, acceptances or other forms of commercial paper; and are not
registered with any securities or commodities exchange, association or
commission; and that no one except you has an interest in any of your
accounts with Edwards. You agree to notify Edwards' Director of Operations
promptly of any change in your circumstances affecting the foregoing
representations.
23. Communications directed to you at the address then appearing on your
account, sent by ordinary mail or delivered to such address, shall be deemed
to have been personally delivered to you whether or not actually received.
24. Unless otherwise specified, any notice required by this agreement to
be given by you to Edwards shall be addressed to the Director of Operations
at Edwards' Home Office at One North Jefferson, St. Louis, Missouri 63103 or
at such other address as Edwards may instruct.
25. You hereby ratify all transactions and dealings with Edwards before
the execution of this agreement and agree that all such transactions and
dealings are subject to all terms and provisions of this agreement as if
they had been subsequent to the execution thereof.
26. If any provision or clause of this agreement is deemed invalid or
unenforceable for any reason, such provision or clause shall be deemed to
be ineffective to the extent of such invalidity or unenforceability but will
not affect the remainder of this agreement, which shall continue in full
force and effect.
27. At Edwards' discretion, it may, without notice to you, transfer or
apply any of your monies or property between or within any of your accounts
(other than from Regulated Commodity Accounts, unless specifically agreed to
by you).
28. If you fail to make any payment or deliver any property to Edwards
when due, fail to maintain in any of your accounts with Edwards collateral
of sufficient value to meet Edwards' then-current requirements, or otherwise
fail to discharge any obligation to Edwards or if you die, or if Edwards
for any reason deems it necessary for its protection, Edwards is authorized
to sell any securities, commodities or other property in any of your
accounts with Edwards or buy any property that may be short, or otherwise
effect settlement, or cancel any outstanding orders. Any such sale,
purchase, settlement or cancellation may be made at Edwards' discretion
and at its prevailing commission rates on any exchange or market where
such business is transacted, or at public auction or private sale without
notice to you, and without advertisement, tender or demand of any kind made
to you; such notice, advertisement, tender or demand is hereby expressly
waived by you. Edwards may purchase any such property for its own account
or on behalf of anyone else free from right of redemption. You shall remain
liable for any deficiency in any of your accounts. You shall also be liable
for any fines, assessments or other costs levied against Edwards by any
exchange, clearinghouse or regulatory authority resulting from your failure
to deliver or otherwise make available any property sold by Edwards at your
direction. No tender, demand, call or notice by Edwards shall constitute a
waiver of any right to take any other action permitted hereunder then or in
the future. The failure of Edwards to enforce its rights under this
paragraph, this agreement or any other agreement between you and Edwards
shall not act as a waiver of any such rights or preclude Edwards from later
exercising those rights.
29. All monies and property carried by Edwards at any time in any of
your accountsh (held individually, jointly or otherwise) other than a Regulated
Commodity Account, or which may at any time be in Edwards' possession or
under its control for any reason, shall be collateral subject to a general
lien and security interest for the discharge of all your obligations to
Edwards, regardless of their nature.
30. Whenever you are indebted to Edwards or have a short position with
Edwards, any property carried by Edwards in any of your accounts may from time
to time and without notice to you be pledged, repledged, hypothecated or
rehypothecated by Edwards, separately or together with the property of
others, either for more or less than the amount of the indebtedness to
Edwards, without Edwards retaining in its possession or under its control
for delivery a like amount of similar property.
31. No arrangements conflicting with Edwards' usual requirements for initial
or maintenance margin shall be binding on Edwards or have any effect unless
expressly agreed to in a separate document signed by Edwards' Director of
Operations or a designee. No investment broker, branch office manager or
branch office employee is authorized to waive or modify Edwards' margin
demands or postpone sell-outs or buy-ins unless agreed to in writing by
Edwards' Director of Operations or a designee.
32. Interest shall be charged on any debit balance in any of your
accounts at rates related to Edwards' then-prevailing broker's call money
rate. You acknowledge receiving from Edwards and examining a statement
explaining the details and the conditions under which interest will be
charged, the method of computing such interest and the conditions under
which additional collateral may be required.
CHECKING/VISA CARD
The undersigned hereby applies to the Bank for VISA Card and checkwriting
privileges and requests that Checks be provided and that one or more VISA
Gold Cards be issued for use with the undersigned's UltraAsset Account
(limited to a maximum of two VISA Gold cards for a business UltraAsset
Account). It is understood that this application for VISA Card and
checkwriting privileges is accepted by the Bank when Checks are provided
and, as appropriate, a Card is issued to the undersigned. The undersigned
agrees that by signing, using, or permitting another to use the Checks or
Card, the undersigned will be bound by the following terms and conditions.
33. The Card remains the property of the Bank and may be canceled by
Edwards or the Bank at any time without prior notice. The undersigned agrees
to surrender any unused Checks and Card immediately upon the request of the
Bank or Edwards.
34. It is understood that the Bank will issue the undersigned's VISA
Card and provide checkwriting privileges in the name supplied to the Bank by
Edwards, that information concerning transactions in the undersigned's
UltraAsset Account or the status of such account will be furnished to
the undersigned by Edwards, and that billing error disputes or inquiries
are to be directed to the Bank through Edwards. It is also understood that
Checks provided with the undersigned's UltraAsset Account will not be
returned to the undersigned after presentation to the Bank for payment.
35. The undersigned agrees to assume liability for all transactions made
by the undersigned, or by an authorized person, through the use of the Checks
or Card in connection with the undersigned's UltraAsset Account. The
undersigned also agrees to pay the reasonable costs and expenses of
collection of any unpaid balance due on the undersigned's UltraAsset Account,
including, but not limited to, attorney's fees.
36. Neither the undersigned nor any person authorized to act on behalf
of the undersigned will incur any charge by use of the Checks or Card in
excess of the amount authorized for the undersigned's UltraAsset Account
TotaLine, as established by the Bank based upon information furnished to the
Bank by Edwards. It is understood that the TotaLine established for the
undersigned's UltraAsset Account will be the aggregate amount of any
uninvested free credit cash balance in the undersigned's Securities Account
with Edwards, the net asset value of the undersigned's money market trust
shares, and the amount of cash reserve from the available margin loan value
of the securities in the undersigned's UltraAsset Account with Edwards, as
mutually agreed between Edwards and the undersigned; provided, however, that
if the undersigned's Securities Account with Edwards is not a margin account,
then the undersigned's TotaLine will not include such cash reserve amount of
available margin loan value of such securities. All UltraAsset Account
transactions within the undersigned's TotaLine will be paid to the Bank by
Edwards from and through the undersigned's UltraAsset Account, as provided
by this Agreement.
37. In the event of (i) cancellation of the undersign UltraAsset Account,
(ii) the insolvency, death or termination of the existence of the undersigned,
(iii) the institution of attachment or garnishment proceedings against the
undersigned, (iv) any breach or default of this Agreement by the undersigned
or any person authorized to act on behalf of the undersigned, or (v) upon
the termination Edwards of the UltraAsset Account service of the undersigned,
the UltraAsset Account will automatically terminate without notice to the
undersigned or to any representative of the UNDERSIGNED.
38. Except as provided in paragraph 2 with respect to modification, receipt
and retention of this agreement shall constitute acceptance thereof by
Edwards without signature thereon.
39. The provisions of this agreement shall inure to the benefit of any
successors or assigns of Edwards.
By signing this agreement, the undersigned acknowledges that:
(a) the undersigned has received a duplicate of this agreement;
(b) the undersigned's securities may be loaned to Edwards or loaned out to
others, unless the margin privileges are waived. (refer to paragraph 30);
(c) the undersigned has received the prospectus/summary description;
(d) this Agreement contains a binding and enforceable arbitration provision
on this page.
THIS IS A BINDING CONTRACT. READ BOTH SIDES CAREFULLY BEFORE SIGNING.
DATED: 05/19/96 X____________________________
[ ] Check here if you do not want maximum totaLine (margin) privileges. Your
TotaLine will consist of only cash and a money market fund balance. No Visa
card will be issued and paragraphs 30 through 32 will not apply.
KEEP CLIENT COPY OF THIS CONTRACT FOR YOUR RECORDS
