Exhibit 7(a)
GRUNTAL & CO. Incorporated
Established 1880
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Client Agreement
Please read carefully, sign and
return to ▇▇▇▇▇▇▇, Cabot & Co.
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GENTLEMEN:
In consideration of Gruntal & Co., Incorporated ("Gruntal") acting as the
clearing broker for one or more of my accounts, I agree with Gruntal as follows:
1. Governing Law; Scope of Agreement; Binding Effect; Modifications and Waivers;
Communications; etc. This Agreement and all transactions hereunder shall be
subject to all applicable laws, rules and regulations of federal, state and self
regulatory authorities, and to the constitution, customs and usages of the
exchange or market (and its clearing house, if any) where transactions hereunder
are executed. Except where the context requires otherwise, as used herein, the
term "you" means Gruntal, and the terms "I", "me", or "we" means the undersigned
client, whether an individual or a corporation, trust, partnership or other
entity; and the phrase "securities and other property" includes without
limitation money, securities, financial instruments and commodities of every
kind and nature and related contracts and options, whether currently held or
hereafter held, carried or maintained by you or in your possession or control
for any purpose, in and for any of my accounts now or hereafter opened, except
that the provisions of paragraph 14 herein (the arbitration clause) shall not
apply to commodities accounts. This Agreement and its enforcement shall be
governed by the law of the State of New York without regard to conflict of law
provisions; shall apply to all accounts (individual and joint) with you, whether
now opened, or hereafter opened, in which I have an interest hereinafter
collectively referred to as "my accounts"); and shall inure to the benefit of
and be binding upon you and me and our respective estates, executors,
administrators, successors and assigns. No provision of this Agreement shall be
waived, altered, modified or amended except by a writing signed by an authorized
officer of your organization. Your failure to insist at any time upon strict
compliance with this Agreement or with any of its terms shall not constitute a
waiver by you of any of your rights. You shall have the right to terminate this
Agreement at any time upon notice to me. Communications may be sent to me at my
address as shown hereon, or at such other address as I may hereafter give you in
writing, and in communications so sent, whether by mail, telegram, messenger or
otherwise, shall be deemed given to me personally, whether actually received or
not.
2. Client Representations.
(a) Representations by Clients Who Are Individuals. I represent I am of the age
of majority, no one except me has an interest in my accounts except as disclosed
to you in writing and I am not an employee of any exchange or any member of any
firm of any exchange or the NASD, or of any corporation of which any exchange
owns a majority of the capital stock, or of a bank, trust company or 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, unless I have notified you to
that effect, and I will promptly notify you if I become so employed.
IMPORTANT TO MAINTAIN YOUR ACCOUNT WITH US THIS AGREEMENT MUST BE SIGNED BY ALL
ACCOUNT OWNERS ON REVERSE SIDE AND RETURN. PLEASE READ IT CAREFULLY
(b) Representations by Clients Which Are Corporations, Trusts, Partnerships or
Other Entities (including Employee Benefit Plans and ▇▇▇ Accounts). The
undersigned entity represents that it is a duly formed and existing entity under
the laws of its state or jurisdiction of formation and is qualified and (if it
is a corporation) in good standing in every jurisdiction in which it does
business. The person or persons designated to act for the undersigned entity
have been duly authorized by all necessary and appropriate actions; such person
or persons have full authority to execute this Agreement and all related
documents on its behalf and to act for it in all matters regarding its
account(s); you may at all times rely on the fact of such authority without any
duty to investigate into either the authenticity or extent thereof; and the
party or parties designated as authorized signatories constitute(s) all of the
proper and necessary authorized signatories. The undersigned entity will
promptly notify you in writing if any of the foregoing representations ceases to
be complete and accurate in all respects.
(c) Additional Representations By Clients Which Are Employee Benefit Plans or
▇▇▇ Accounts (collectively hereinafter referred to as the "Plan"). The
undersigned represents that the Plan Trustee or other fiduciary or individual
entity responsible for making investment decisions (the "Named Fiduciary"), (i)
is independent, knowledgeable and sophisticated about securities investments,
(ii) is responsible for determining the appropriateness of any investment in
accordance with the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended, and the Internal Revenue
Code, as amended, and (iii) principally relies upon information from a variety
of sources other than Gruntal in determining the choice of an investment.
The undersigned acknowledges and agrees that (i) Gruntal maintains an account
for the Plan and, as broker-dealer, buys or sells securities according to the
instructions of the Named Fiduciary or its designee, and (ii) the role of
Gruntal and its employees does not include providing individualized advice on a
regular basis based on the particular needs of the Plan regarding such matters
as, among other things, investment policies or strategies, overall portfolio
composition or diversification of plan investments. Unless otherwise agreed to
in a writing signed on behalf of both the Plan and Gruntal, Gruntal does not
have any discretion to direct investment of such account and does not act as
investment advisor, counselor or fiduciary to the Plan.
3. Payments. I agree to pay on demand any balance owing with respect to any of
my accounts, including interest and commissions and any cost of collection
(including attorneys' fees). At your sole discretion, you may at any time demand
full payment of the balance due in any of my accounts plus any interest charges
accrued thereon. You may, at your sole discretion, apply payments of interest,
dividends, premium and principal received on any securities and other property
in any of my accounts, whether pursuant to the terms of such collateral or upon
the sale of the collateral, to the payment of the balance due in my accounts, or
pay such amounts to me.
4. Responsibility of Gruntal. I agree that Gruntal shall not be responsible for
the conduct of the introducing broker and its only responsibilities to me relate
to the clearing and bookkeeping of transactions in my accounts and the execution
of those orders directed to Gruntal for execution.
5. Security Interest and Lien. All securities and other property which you may
at any time be holding or carrying in any of my accounts which may at any time
be in your possession for any purpose, including safekeeping, shall be subject
to a general lien and shall be held as security for the discharge of all my
obligations to you, irrespective of whether or not you have made advances in
connection therewith, and you are authorized to sell and/or purchase any and all
securities and other property in any such account, or to transfer any such
securities and other property to any of my other accounts (except regulated
commodities accounts), without notice, to satisfy such general lien.
6. Trades; Settlement Date. All orders for the purchase or sale of securities
and other property will be authorized by me and executed with the understanding
that an actual purchase or sale is intended and that it is my intent and
obligation in every case to deliver certificates or commodities to cover any and
all sales or to receive and pay for the certificates or commodities upon your
demand. The designation of a sale order as
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"long" is a representation by me that I own the security, and if the security is
not in your possession at the time of the contract for sale, I agree to deliver
the security to you by settlement date. In case of non-delivery of the security,
you are authorized without notice to me to purchase the security to cover my
position and charge any loss to my account. If you fail to receive payment for
securities purchased by settlement date, you may, without prior demand or
notice, sell securities held by you in any of my accounts and any loss resulting
therefrom will be charged to my account.
7. New Account Form. I have provided you with the information reflected on your
New Account Form, which I have reviewed, including without limitation
information relating to my financial situation, investment objectives and
background. This information is complete and accurate as of the date hereof and
I will promptly notify you in writing should any such information cease to be
accurate or complete.
8. Finality of Reports. Confirmations of orders in my accounts shall be
conclusive if I do not object thereto in writing received by you within ten
business days after you mail the confirmations to me. Statements of accounts
shall be conclusive if I do not object thereto in a writing received by you
within twenty business days after you mail the statements to me. No objections
by me shall be effective unless timely received and addressed to you at the
above address, attention: Manager, Compliance Department.
9. Margin Accounts. THIS PARAGRAPH 9 AND THE LENDING AGREEMENT BELOW BECOME
OPERATIVE IF TRANSACTIONS ARE EFFECTED IN A MARGIN ACCOUNT, AS DEFINED UNDER
REGULATION "T", OR IF AN ACCOUNT IS MAINTAINED ON A MARGIN ACCOUNT BASIS.
(a) If securities are purchased on margin and/or deposited against monies owed
or borrowed, you may open a margin account as defined in Regulation T and
maintain such securities as collateral for my indebtedness. I agree to comply
with such Regulation and applicable exchange maintenance requirements for a
margin account. I also agree to maintain such collateral in my account as you
may in your discretion from time to time establish as your internal maintenance
requirements and acknowledge that you may in your discretion change such
requirements without notice. I also acknowledge you are not obligated to request
additional margin from me if my account falls below any of the foregoing
maintenance requirements, and there may be circumstances when you will liquidate
securities or other property in my account without notice if my account falls
below any such maintenance requirements. I will pay on demand any balance owing
with respect to my margin account.
(b) The securities and other property in my account may be carried in your
general loans and commingled with securities carried for the accounts of other
customers or with securities carried for other persons under a lien for a loan
made by you and may be pledged, repledged, hypotheticated or rehypotheticated,
separately or in common with other securities and other property for the sum due
to you thereon or for a greater sum and without retaining in your possession and
control for delivery a like amount of similar securities and other property.
(c) In the event of my death or whenever in your discretion you consider it
necessary for your protection, you may without notice sell any or all securities
and other property held in any of my accounts, cancel any open orders for the
purchase or sale of any securities and other property, and borrow or buy in all
securities and other property required to make delivery against any sale,
including a short sale, effected for me. Such sale or purchase may be made
according to your judgment and at your discretion on the exchange or other
market where such business is then usually transacted or at public auction or at
private sale, without advertising or notice to me, and no demands, calls,
tenders or notices which you may make or give in any one or more instances shall
invalidate the aforesaid waiver on my part. At any such sale you may purchase
the securities and other property free of any right of redemption and I shall be
liable for any deficiency in my accounts.
(d) I agreed to pay, monthly, charges upon my margin accounts in accordance with
your Statement of Credit Terms, a copy of which I acknowledge receiving, and
such other charges as you may make to cover you facilities and services.
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(e) 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".
(f) My accounts (other than any regulated commodity account) guarantee one
another and the margin required to be maintained therein may be determined on a
consolidated basis. You may use the securities and other property in any of my
accounts (other than any regulated commodity account) to carry any of my other
accounts or to pay any deficit therein. At any time and from time to time, in
your discretion, you may, without notice to me, apply and/or transfer any and
all securities and other property interchangeably between any of my accounts, or
from any of my accounts (other than from regulated commodity accounts) to any
account guaranteed by me. You may transfer from my commodity account to any of
my other accounts such excess funds as may be required to avoid a margin call,
provided any such transfer shall be in compliance with the Commodities Exchange
Act if applicable.
10. Free Credit Balances. I authorize you to invest the free credit balances in
my securities account in money market funds, and, without notice, to redeem my
money market fund shares to the extent necessary to satisfy any debits arising
in any of my securities accounts.
11. Impartial Lottery Allocation. 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 called securities in
accordance with New York Stock Exchange rules.
12. Service Charge. I understand that Gruntal may impose service charges on
accounts that generate only limited commission or other revenue. I agree to pay
any such service charge as may be set by Gruntal from time to time, unless I
give you written instructions to transfer or deliver my account within ten (10)
days after receiving a statement or other notice reflecting the imposition of
such service charge.
13. Credit Investigation. I authorize you to obtain reports concerning my credit
standing and my business conduct. Upon my request, you will inform me whether
you have obtained credit reports and, if you have, you will inform me of the
name and address of the agency that furnished the reports to you.
14. ARBITRATION (THIS PARAGRAPH 14 IS AN AGREEMENT TO ARBITRATE CERTAIN
DISPUTES).
* Arbitration is final and binding on the parties.
* The parties are waiving their rights 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.
Any dispute I now or hereafter may have with Gruntal or the broker-dealer
introducing my account to Gruntal or any of their current or former officers,
directors, agents and/or employees, arising out of or relating to any of my
accounts with Gruntal or such introducing broker-dealer or to transactions
heretofore or hereafter made therein or to any agreement between myself and
Gruntal or such introducing broker-dealer, shall be settled by arbitration. Any
such arbitration shall be held before the facilities of the New York Stock
Exchange, Inc., the National Association of Securities Dealers, Inc. or any
other self-regulatory organization having proper jurisdiction, as I may elect,
and shall be conducted pursuant to applicable Federal laws, the laws of the
State of New York, without regard to conflict of laws, and the rules of the
selected arbitral facility. If I do not make such election by certified mail
addressed to you in care of your Legal Department within five days after I
receive notice from you requesting such election, then I authorize you to make
such election on my behalf. The award of the arbitrators, or of a majority of
them, shall be final. Judgment upon the award rendered may be entered in any
court having jurisdiction.
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This agreement to arbitrate does not apply to disputes arising under certain
laws to the extent it has been determined as a matter of law by controlling
authority that I cannot be compelled to arbitrate such claims. No person shall
bring a putative or certified class action to arbitration, nor seek to enforce
any pre-dispute arbitration agreement against any person who has initiated in
court a putative class action; or who is a member of a putative class who has
not opted out of the class with respect to any claims encompassed by the
putative class action until: (i) the class certification is denied; (ii) the
class is decertified; or (iii) the customer is excluded from the class by the
court. Such forbearance to enforce an agreement to arbitrate shall not
constitute a waiver of any rights under this agreement except to the extent
stated herein.
15. Joint Accounts.
(a) Each of the undersigned shall have authority to buy, sell (including short
sales), and otherwise deal in, through you as broker, securities or commodities,
on margin or otherwise, to receive confirmations, statements and communications
of every kind; to receive securities and other property and to dispose of same;
to make agreements relating to these matters; to terminate or modify such
agreements or waive any of the provisions thereof; and generally to deal with
you as if each of the undersigned alone were the owner of the account(s), all
without notice to the other joint tenant. The liability of each of the
undersigned for the account(s) shall be joint and several.
(b) You may follow the oral or written instructions of either of us concerning
the account(s) and make deliveries of any or all securities, commodities or
other property, or make payments of monies therein, as either of us may order
and direct, even if such deliveries and/or payments shall be made to one of us
personally, and not for such account(s). You shall be under no obligation to
inquire into the purpose of any such instructions, and you shall not be bound to
see to the application or disposition of the securities, commodities, property
or monies so delivered or paid to either of us.
(c) In the event either of us die, the surviving party to the account shall
immediately give you written notice thereof, and you may, before or after
receiving such notice, cancel or complete open orders for the purchase or sale
of any securities or commodities, place orders for the sale or purchase of
securities or commodities being carried for the undersigned for which payment
has not been made or for which the account of the undersigned is short as though
each of the undersigned were alive, and take such other proceedings, require
such documents, retain such portion of and/or restrict transactions in the
account as you may deem advisable to protect you against any tax, liability,
penalty or loss under any present or future laws or otherwise, in each case
without prior notice to or demand upon the surviving party to the account or the
heirs, executors or administrators of the decedent. The estate shall be liable
and each survivor will be liable, jointly and severally, to you for any debt or
loss in an 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 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.
We understand that you will presume that it is our express intention in opening
an account to create an estate or account as joint tenants with rights of
survivorship and not as tenants-in-common, unless we otherwise inform you in
writing at the time our account is opened.
Please Note: If you desire to open a community property account with us, in
addition to signing and returning to us this Client Agreement, you must sign and
return a separate Community Property Agreement.
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TAX CERTIFICATION: Under penalties of perjury, I certify (1) that the number
shown on this form is my correct taxpayer identification number and (2) that I
am not subject to backup withholding as a result of failure to report all
interest or dividends, or the Internal Revenue Service has notified me that I am
no longer subject to backup withholding. (I understand that if I have been
notified by the IRS that I am subject to backup withholding as a result of
dividend or interest underreporting, I must cross out the information contained
in clause (2) of this paragraph).
Margin Account: Unless I strikeout 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 my/our accounts or as collateral therefore.
This agreement shall continue until signed notice of revocation is received from
me and, in case of such revocation, it shall continue in effect as to
transactions entered into prior thereto. If I strike out this paragraph and
initial the same, or if this agreement is subsequently revoked, then the
provisions of Section 9 herein shall be inoperative.
IT IS IMPORTANT THAT YOU THOROUGHLY READ THIS AGREEMENT BEFORE YOU SIGN IT. BY
SIGNING BELOW, YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS AGREEMENT, THE
STATEMENT OF CREDIT TERMS AND YOUR NEW ACCOUNT FORM. THIS AGREEMENT
CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE (PAGE 2, PARAGRAPH 14).
Account Number
Branch Account
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8 7 5 7 3 2 3 0
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Client's Signature Date
X /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 8/17/95
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Other Owner's Signature Date
X
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The Social Security or Tax ID
Number on Gruntal & Co., Inc. Records is:
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6 0 3 1 4 9 2 0 1
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All communications for this account are to be mailed to:
Name and Address ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇, ▇▇ ▇▇▇▇▇
If the above is incorrect, insert correct Number below:
--- --- --- --- --- --- --- --- ---
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Other Owner's Social Security or Tax ID Number is:
--- --- --- --- --- --- --- --- ---
--- --- --- --- --- --- --- --- ---
PRINT YOUR NUMBERS LIKE THIS
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1 2 3 4 5 6 7 8 9
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The Securities and Exchange Commission has SEC RULE 14b-1(c) SURVEY
adopted a rule intended to provide for improved communications between companies
who issue securities By signing below you are instructing Gruntal not to and the
shareholders who own those securities. disclose your name, address and security
position to requesting companies in which you hold securities.
In order to facilitate the ability of such
companies to communicate with their shareholders, the If you do not sign below,
Gruntal will be legally rule requires us to provide your name, address and
obligated to disclose your identify to requesting securities position to each
company in which you hold companies in which we hold securities for your
account.
securities upon request of the company. For your protection, the rule prohibits
the company from using this information for any other purpose except
communicating directly with you.
The rule requires that we afford you an opportunity to inform us if you
do not wish your name, address and holdings disclosed to requesting companies
whose shares you hold.
As required by SEC regulations we will be mailing to
you notices, proxies and reports provided by companies
in which you hold securities.
SEC RULE 14b-1(c) SURVEY
By signing below you are instructing General not to disclose your name, address
and security position to requesting companies in which you hold securities.
If you do not sign below, Gruntal will be legally obligated to disclose your
identity to requesting companies in which we hold securities for your account.
Signature ____________________________ Date _______________
Signature ____________________________ Date _______________
PLEASE SIGN AND RETURN THIS PAGE OF THE AGREEMENT
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