Exhibit 2(h)(iii)
[▇▇▇▇▇▇▇ ▇▇▇▇▇ Logo] ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Headquarters
4 World Financial Center
New York, N.Y. 10800
STANDARD DEALER AGREEMENT
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Dear Sirs:
In connection with public offerings of securities underwritten by us, or by
a group of underwriters (the "Underwriters") represented by us, you may be
offered the opportunity to purchase a portion of such securities, as principal,
at a discount from the offering price representing a selling concession or
reallowance granted as consideration for services rendered by you in the sale of
such securities. We request that you agree to the following terms and
provisions, and make the following representations, which, together with any
additional terms and provisions set forth in any wire or letter sent to you in
connection with a particular offering, will govern all such purchases of
securities and the reoffering thereof by you.
Your subscription to, or purchase of, such securities will constitute your
reaffirmation of this Agreement.
1. When we are acting as representative (the "Representative") of the
Underwriters in offering securities to you, it should be
understood that all offers are made subject to prior sale of the
subject securities, when, as and if such securities are delivered
to and accepted by the Underwriters and subject to the approval of
legal matters by their counsel. In such cases, any order from you
for securities will be strictly subject to confirmation and we
reserve the right in our uncontrolled discretion to reject any
order in whole or in part. Upon release by us, you may reoffer
such securities at the offering price fixed by us. With our
consent, you may allow a discount, not in excess of the
reallowance fixed by us, in selling such securities to other
dealers, provided that in doing so you comply with the Conduct
Rules of the National Association of Securities Dealers, Inc. (the
"NASD"). Upon our request, you will advise us of the identity of
any dealer to whom you allow such a discount and any Underwriter
or dealer from whom you receive such a discount. After the
securities are released for sale to the public, we may vary the
offering price and other setting terms.
2. You represent that you are a dealer actually engaged in the
investment banking or securities business and that you are either
(i) a member in good standing of the NASD or (ii) a dealer with
its principal place of business located outside the United States,
its territories or possessions and not registered under the
Securities Exchange Act of 1934 (a "non-member foreign dealer") or
(iii) a bank not eligible for membership in the NASD. If you are a
non-member foreign dealer, you agree to make no sales of
securities within the United States, its territories or its
possessions or to persons who are nationals thereof or residents
therein. Non-member foreign dealers and banks agree, in making any
sales, to comply with the NASD's interpretation with respect to
free-riding and withholding. In accepting a selling concession
where we are acting as Representative of the Underwriters, in
accepting a reallowance from us whether or not we are acting as
such Representative, and in allowing a discount to any other
person, you agree to comply with the provisions of Rule 2740 of
the Conduct Rules of the NASD, and, in addition, if you are a
non-member foreign dealer or bank, you agree to comply, as though
you were a member of the NASD, with the provisions of Rules 2730
and 2750 of such Conduct Rules and to comply with Rule 2420
thereof as that Rule applies to a non-member foreign dealer or
bank. You represent that you are fully familiar with the above
provisions of the Conduct Rules of the NASD.
3. If the securities have been registered under the Securities Act of
1933 (the "1933 Act"), in offering and selling such securities,
you are not authorized to give any information or make any
representation not contained in the prospectus relating thereto.
You confirm that you are familiar with the rules and policies of
the Securities and Exchange Commission relating to the
distribution of preliminary and final prospectuses, and you agree
that you will comply therewith in any offering covered by this
Agreement. If we are acting as Representative of the Underwriters,
we will make available to you, to the extent made available to us
by the issuer of the securities, such number of copies of the
prospectus or offering documents, for securities not registered
under the 1933 Act, as you may reasonably request.
4. If we are acting as Representative of the Underwriters of
securities of an issuer that is not required to file reports under
the Securities Exchange Act of 1934 (the "1934 Act"), you agree
that you will not sell any of the securities to any account over
which you have discretionary authority.
5. Payment for securities purchased by you is to be made at our
office, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ (or
at such other place as we may advise), at the offering price less
the concession allowed to you, on such date as we may advise, by
certified or official bank check in New York Clearing House funds
(or such other funds as we may advise), payable to our order,
against delivery of the securities to be purchased by you. We
shall have authority to make appropriate arrangements for payment
for and/or delivery through the facility of The Depository Trust
Company or any such other depository or similar facility for the
securities.
6. In the event that, prior to the completion of the distribution of
securities covered by this Agreement, we purchase in the open
market or otherwise any securities delivered to you, if we are
acting as Representative of the Underwriters, you agree to repay
to us for the accounts of the Underwriters the amount of the
concession allowed to you plus brokerage commissions and any
transfer taxes paid in connection with such purchase.
7. At any time prior to the completion of the distribution of
securities covered by this Agreement you will, upon our request as
Representative of the Underwriters, report to us the amount of
securities purchased by you which then remains unsold and will,
upon our request, sell to us for the account of one or more of the
Underwriters such amount of such unsold securities as we may
designate, at the offering price less an amount to be determined
by us not in excess of the concession allowed to you.
8. If we are acting as Representative of the Underwriters, upon
application to us, we will inform you of the states and other
jurisdictions of the United States in which it is believed that
the securities being offered are qualified for sale under, or are
exempt from the requirements of, their respective securities laws,
but we assume no responsibility with respect to your right to sell
securities in any jurisdiction. We shall have authority to file
with the Department of State of the State of New York a Further
State Notice with respect to the securities, if necessary.
9. You agree that in connection with any offering of securities
covered by this Agreement you will comply with the applicable
provisions of the 1933 Act and the 1934 Act and the applicable
rules and regulations of the Securities and Exchange Commission
thereunder, the applicable rules and regulations of the NASD, and
the applicable rules of any securities exchange having
jurisdiction over the offering.
10. We shall have full authority to take such action as we may deem
advisable in respect of all matters pertaining to any offering
covered by this Agreement. We shall be under no liability to you
except for our lack of good faith and for obligations assumed by
us in this Agreement, except that you do not waive any rights that
you may have under the 1933 Act or the rules and regulations
thereunder.
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11. Any notice from us shall be deemed to have been duly given if
mailed or transmitted by any standard form of written
telecommunications to you at the above address or at such other
address as you shall specify to us in writing.
12. With respect to any offering of securities covered by this
Agreement, the price restrictions contained in Paragraph 1 hereof
and the provisions of Paragraphs 6 and 7 hereof shall terminate as
to such offering at the close of business on the 45th day after
the securities are released for sale or, as to any or all such
provisions, at such earlier time as we may advise. All other
provisions of this Agreement shall remain operative and in full
force and effect with respect to such offering.
13. This Agreement shall be governed by the laws of the State of New
York.
Please confirm your agreement hereto by signing the enclosed duplicate copy
hereof in the place provided below and returning such signed duplicate copy to
us at World Headquarters, 4 World Financial Center, New York, N.Y. 10080,
Attention: Syndicate Operations. Upon receipt thereof, this instrument and such
signed duplicate copy will evidence the agreement between us.
Very truly yours,
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By:
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Name:
Confirmed and accepted as of the
day of , 20
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Name of Dealer
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Authorized Officer or Partner
(if not Officer or Partner, attach copy of
Instrument of Authorization)
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