Exhibit 9
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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This agreement describes the terms and conditions which govern my Prudential
Securities Incorporated ("PSI") margin securities account. I agree to comply
with these terms and conditions.
1. Unless I give you written notice to the contrary, I am not and will not be an
employee of any exchange or a member firm of any exchange or the NASD. I am the
only person who has an interest in this account.
2. This agreement will remain in effect for the life of the account and contains
our entire understanding. I may instruct PSI to close my account at any time,
and I understand I will be responsible for all fees, prior transactions,
transactions outstanding as of the time PSI receives my instruction to close my
account, as well as for all subsequent deliveries of my assets. In the event of
my death, any order I gave PSI prior to my death is binding on my estate unless
PSI receives actual notice of my death before the order is executed.
3. I agree to pay for all transactions or when necessary to deposit any required
margin no later than 2:00 p.m. (E.T.) on the settlement date. PSI may require me
to prepay for any order. PSI shall have a general lien on all money, securities
or other property ("property") I may have on deposit with PSI or in which I have
an interest, such as a joint account. PSI may, without notice to me and at its
discretion, liquidate or transfer any such property in order to satisfy any
indebtedness I may have to PSI or to relieve PSI of any risk of a deficit
existing in my account. I shall be liable for any remaining deficiency in my
account.
4. I agree to conduct my account in accordance with all applicable laws or
regulations as well as the rules and practices of any market or clearing house
through which my trades may be executed or processed. PSI may conduct all
transactions for me in accordance with the customs and usages of securities
firms and
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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of the various exchanges. PSI's failure to comply with any rule or regulation
which is not otherwise a breach of this agreement shall not relieve me of my
obligations under this agreement.
5. PSI may, at its discretion, decline to accept any order from me including
instructions to deliver out my account. PSI may require that I transfer my
account from PSI. I understand that if I do not promptly transfer my account
upon PSI's demand, PSI reserves the right to liquidate positions in my account
at its discretion.
6. I agree to pay commissions, charges, interest and fees at PSI's prevailing
rates, which may change without notice to me except as otherwise provided by
law. I also agree to pay PSI's reasonable attorneys' fees and interest at the
highest lawful rate in the event PSI takes legal action to collect any amount
due from me to PSI.
7. PSI will send all written communications relating to my account to the
mailing address I have given PSI. I acknowledge that if I have a new address I
must advise PSI of that address. I understand that all communications sent to
the address I have given PSI are deemed to be personally delivered to me. I
agree that I will have no claim against PSI based on my failure to receive any
communication.
8. All reports of the execution of orders (confirmations) and account statements
are binding on me unless I object in writing ten days after mailing to me. I
understand that I must advise the Branch Manager at the branch where my account
is held, in writing, if I think there is an error or omission in any
communication, even if an employee of PSI agrees to correct the error or
omission. I understand that, notwithstanding the price at which the execution of
an order was reported to me, the actual execution price is binding upon me.
9. If a court, regulatory agency or self-regulatory organization determines that
a provision of this agreement is invalid or unenforceable, that decision will
apply only to that provision: the rest of the agreement remains in effect. PSI
does not waive
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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any of its rights under this agreement, even if it does not insist at all times
on strict compliance with all the terms of this agreement. No part of this
agreement can be changed unless it is agreed to by me and an officer of PSI in
writing.
10. Prudential Securities Incorporated client accounts are protected by SIPC and
PSI's excess insurance coverage.
11. This agreement is to be governed by the laws of the State of New York and
may be used for the benefit of PSI successors or assigns. I, as well as my
representatives (which can include my heirs, executors, administrators, assigns
or attorney-in-fact) am bound by the terms of this agreement.
12. - Arbitration is final and binding on the parties.
- The parties are waiving their right to seek remedies in court, including
the right to jury trial.
- Pre-arbitration discovery is generally more limited than and different
from court proceedings.
- The arbitrators' award is not required to include factual findings or
legal reasoning and any party's right to appeal or to seek modification
of rulings by the arbitrators is strictly limited.
- The panel of arbitrators will typically include a minority of
arbitrators who were or are affiliated with the securities industry.
I agree that any controversy arising out of or relating to my account, to
transactions with or for my account or any breach of this or any other agreement
between us, whether executed or to be executed within or outside of the United
States, and whether entered into prior, on or subsequent to the date indicated
on the signature page, shall be determined by arbitration. The arbitration may
be before either the New York Stock Exchange, Inc. or the National Association
of Securities Dealers, Inc. or any other self-regulatory organization of which
Prudential
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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Securities Incorporated is a member, as I may elect and shall be governed by the
laws of the State of New York. If I do not make such election by registered mail
addressed to PSI at PSI's main office within five (5) days after demand by PSI
that I make such election, then PSI may make the election. Any notice in
connection with such arbitration proceeding, may be sent to me by mail, and I
hereby waive personal service. Judgment upon any award rendered by the
arbitrators may be entered in any court having jurisdiction, without notice to
me. No person shall bring a putative or certified class action to arbitration,
nor seek to enforce any pre-dispute arbitration agreement against any person who
has initiated in court a putative class action, or who is a member of a putative
class who has not opted out of the class with respect to any claims encompassed
by the putative class action until: (i) the class certification is denied; or
(ii) the class is decertified; or (iii) the customer is excluded from the class
by the court. Such forbearance to enforce an agreement to arbitrate shall not
constitute a waiver of any rights under this agreement except to the extent
stated herein.
Margin Agreement
1. I agree to keep whatever margins PSI, in its sole discretion, requires. I
promise to pay on demand any debit balance which may be owing in my account.
2. I understand and agree that PSI may, at any time and in its sole discretion,
without any margin call or prior demand or notice, sell any property which it is
holding or carrying for me, or may buy any property which my account may be
short, in order to close out entirely or in part, any commitment I may owe to
PSI. PSI may place stop orders in regard to such property. Any sale or purchase
may be made in PSI's sole discretion on any exchange or other market, or at
public auction or private sale and may be done with or without advertising. PSI
may buy for its own account such property and I waive any right to redeem that
property.
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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3. I understand that any prior demand, call or notice that PSI will provide me
will not amount to a waiver of its right to act without such demand, call or
notice.
4. I agree that in giving an order to sell, a sell order for which I do not own
or do not intend to deliver the security will be designated as "short" by me;
all other sale orders will be designated as "long" by me. I understand that by
designating a sell order as "long" I own the security, and that if the security
is not in PSI's possession I represent that I will deliver it on or before the
settlement date.
5. PSI and any firm succeeding to PSI are hereby authorized from time to time to
lend separately, or together with the property of others, either to PSI or to
others, any property, together with all attendant rights of ownership, which PSI
may be carrying for me on margin. In connection with such loans, PSI may receive
and retain certain benefits to which I will not be entitled. In certain
circumstances, such loans may limit, in whole or in part, my ability to exercise
voting rights of the securities lent. This authorization shall apply to all
accounts carried by PSI for me and shall remain in full force until written
notice of revocation is received by PSI at PSI's principal office in New York.
Interest Charge And Account Information
1. If any credit is extended to or maintained for me by Prudential Securities
Incorporated (PSI) for the purpose of purchasing, carrying or trading in any
securities or otherwise, I will be charged interest.
2. If I maintain a margin account with PSI, a portion of the purchase price must
be paid on or before the Due Date (which is the settlement date), pursuant to
the rules and regulations of the Federal Reserve Board, and the balance is
loaned to me. This loaned portion creates the debit balance upon which interest
is charged. Each additional purchase adds to my debit balance, as
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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do my interest charges and any other charge which may be assessed to my account.
3. Interest is charged on both margin accounts and cash accounts as set forth in
paragraphs 4 and 5 below. Such interest is charged at an annual rate of up to
2-1/2% above the Prudential Securities Base Loan Rate (the "Base Loan Rate").
The differential above the Base Loan Rate applicable to my account will be
disclosed to me in writing. The Base Loan Rate will not exceed the higher of(a)
short term market rates at which the corporation borrows funds to which a
premium, generally not to exceed 250 basis points, has been added or (b)
competitive Base Loan Rates posted by other selected broker-dealers. PSI will
periodically reset the Base Loan Rate and the rate applied to my account will
change without notice in accordance with the resets. When the Base Loan Rate
changes during an interest period, interest will be calculated according to the
number of days each rate is in effect during the period. If the rate of interest
charged to me is increased for any reason, other than the change in the Base
Loan Rate, I will be given at least thirty (30) days' prior written notice. I
may contact my Financial Advisor to obtain the current Base Loan Rate. PSI's
loan agreements with its clients are governed by the laws of the State of New
York, where PSI maintains its principal place of business.
4. If I maintain a securities account with PSI, an interest charge will be
assessed if payment in full for securities purchased is not received by PSI on
or before the Due Date which appears on the trade confirmation. The interest
rate I will be charged for such late payments in my cash account will be equal
to the Base Loan Rate plus 2-1/2%.
5. If I maintain a cash and margin account, any credit or debit balance in my
cash account will be combined with the balance in my margin account for the
purpose of computing interest. Interest charges will be made to my margin
account. The interest charged to my account by the close of the charge period is
added to the debit balance for the next charge period unless paid. The credit
generated by any short sales, including short sales
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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against the box, does not reduce my debit balance for the purpose of computing
interest until the short position is covered.
6. PSI's interest period runs from the Friday following the third Thursday of
the prior month to the third Thursday of the current month. Interest is
calculated on the average net daily debit balance which includes any credit (but
not credit for short sales) and debit balances in my cash and margin accounts
during the interest period. The interest charge is determined by multiplying the
average net daily debit balance by the rate of interest and by a fraction, the
numerator of which is the number of days in the interest period and the
denominator of which is 360. (The amount of interest charged in this manner is
approximately 1/100 or one percent higher than if the actual 365-day year were
utilized in the calculation). This interest calculation is consistent with the
manner in which PSI is generally charged interest by its creditors. My monthly
statement will show the average daily balance and the interest rate used to
arrive at the amount of interest charged.
7. The NASD requires that I am advised of the following:
LIMIT ORDERS: By accepting my limit order for transactions in securities in the
NASDAQ market, PSI will undertake to monitor the interdealer market and seek to
execute my order in accordance with the applicable NASD rule and interpretation
thereof. The NASD rule provides as follows:
"A member firm that accepts and holds an unexecuted limit order from its
customer in a NASDAQ security and that continues to trade the subject security
for its own market-making account at prices that would satisfy the customer's
limit order, without executing that limit order under the specific terms and
conditions by which the order was accepted by the firm, shall be deemed to have
acted in a manner inconsistent with just and equitable principles of trade, in
violation of Article III, Section 1 of the Rules of Fair Practice. Nothing in
this section, however, requires members to accept limit orders from their
customers."
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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8. Funds arising from various securities transactions are transmitted to the
firm directly from issuers and offerors and through various intermediaries,
including securities depositories. Periodically those intermediaries pass on to
their participant broker-dealers, including PSI, some or all of the interest
they earn on the funds. Typically, this interest is earned as a result of the
method of payment utilized, e.g., the intermediary receives same day funds but
credits its participant broker-dealers in next day funds. To the extent PSI
receives such interest payments from an intermediary, the firm retains them.
9. FDIC rules require that I am informed that Prudential Securities Incorporated
is not a bank and that securities offered through PSI are not backed or
guaranteed by any bank or insured by the FDIC unless otherwise expressly
indicated.
I am invited to ask my Financial Advisor for more details about the above.
Including PSI's margin requirements, lending rate, and the variations in these
requirements.
Payment for Order Flow
The Securities and Exchange Commission requires that all brokerage firms
disclose to their customers their policies and practices regarding receipt of
"payment for order flow." For this purpose, "payment for order flow" is
compensation paid to a brokerage firm by a registered securities exchange or
association (such as the American Stock Exchange, a regional stock exchange, and
the National Association of Securities Dealers, Inc.) or by another broker
dealer, in return for directing customer orders for execution. Examples of
non-cash compensation include reciprocal arrangements, discounts, rebates, or
reductions or credits against fees that would otherwise be payable in full by
the brokerage firm.
Our Policy
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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Certain exchanges offer credits against their fees if a member organization's
order flow is sufficient. Types of payment for order flow PSI may receive
include profit participations from specialists on regional exchanges in
connection with the overall profitability of the specialist unit in the stocks
in which we route orders to the specialists. We route orders to those
specialists if we can be reasonably sure that doing so will result in best
execution of the customers' orders. If you wish not to have a particular order,
or any of your orders, sent to a regional specialist, please let your Financial
Advisor know.
The factors we consider in determining where to send an order include (1)
opportunity for price improvement over other available prices, (2) reputation of
the exchange specialist who makes the market in the stock, (3) size of the
order, and (4) quality of previous order executions.
Trade-by-Trade Disclosure
The confirmations for orders routed to regional specialists will state as
follows: "Prudential Securities acted as broker on this transaction.
Transactions in these securities are subject to payment for order flow. The
nature and source of additional cash or non-cash compensation, if any, received
by us in connection with your transaction will be provided upon written
request."
Price Improvement
When an order is executed at a price that is more favorable than existing
quotations, it has received "price improvement." When orders are routed to a
regional specialist, they are exposed to other orders, if any, represented in
that exchange at that time. In that way, they may receive an execution between
the existing bid/asked spread, which would be at a more favorable price than an
order to buy executed at the specialist's bid.
Subject to rules of the Intermarket Trading System and related "trade through"
rules, the regional specialists guarantee executions of market orders at least
as favorable as the best displayed bid (for a sale) or offer (for a purchase) at
the time
Please remember to sign this agreement and provide your tax identification
number if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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of such execution on any national market for the stock. In some cases, orders
are sent from one marketplace to another if that would result in a better
execution.
Periodically, Prudential Securities assesses the quality of the markets to which
it routes order flow, as well as that of competing markets.
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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By signing this agreement, I acknowledge that I have read a copy of this
agreement and that I understand and agree to the following:
Securities Agreement
Margin Agreement (42)
W-9: Payer's Request For Taxpayer Identification Number
Is this your correct social security number? If not, please enter the correct
social security number in the appropriate boxes.
Social Security Number or Corrected Social Security Number
(Please Omit Dashes)
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For Payees Exempt from Backup Withholding (See Instructions On The Next Page)
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Under penalties of perjury I certify that:
1) the number shown on this form is
my correct Taxpayer Identification Number (or I am waiting for a number to be
issued to me); and
2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or
(c) the IRS has notified me that I am no longer
subject to backup withholding.
You must cross out item 2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of underreporting interest or dividends on your tax return. For real estate
transactions, item 2 does not apply. For mortgage interest paid, the acquisition
of abandonment of secured property, cancellation of debt, contributions to an
individual retirement arrangement (▇▇▇), and generally payments other than
interest and dividends, you are not required to sign the Certification, but you
must provide your correct TIN. Requester: Prudential Securities Incorporated -
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By signing this agreement I acknowledge that my securities may be loaned to PSI
or loaned out to others.
Please remember to sign this agreement and provide your tax identification
number, if applicable, on the signature page.
SECURITIES AGREEMENT Prudential Securities
Individual - Margin Account
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▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇ Account Number: 0EO 334237 A4
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This agreement also contains a pre-dispute arbitration clause on page 2 at
paragraph 12.
Signature /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Date 12-12-96
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I agree to the terms of this agreement and attest that the certifications
made on the W-9 above are true.
Please keep one set for yourself and return the other entire set to PSI in the
envelope provided.
PRUDENTIAL SECURITIES INCORPORATED
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