Exhibit 1.3
700,000 Shares
WORLDWIDE FOREST PRODUCTS, INC.
SELLING AGREEMENT
, 1996
Dear Sirs:
We have purchased or agreed to purchase, subject to the
terms and
conditions of our Underwriting Agreement with Worldwide Forest
Products' Inc.
(the "Company") an aggregate of 700,000 Shares (the "Shares") of
the Company's
Securities as described below. The offering is more fully
described in the
Prospectus.
The public offering price of the Shares is $ per Share.
The Shares are being offered for sale, when, as if delivered
to and
accepted by us as Underwriter and subject to the approval of our
counsel and
to the other terms and conditions hereof, to selected dealers at
the public
offering price thereof less a concession (which may be changed)
not in excess
of $ per Unit, payable as hereinafter provided. No deduction
from this
concession will be made for expenses other than for the cost
incurred in
advancing funds on your behalf due to your failure to deliver
your check in
payment of your portion of the Shares in the type of funds and on
the date
specified in this Agreement. Dealers to whom Shares are sold in
accordance
with this Agreement (the "Dealers") may re-allow a concession not
in excess of
$ per Unit, to brokers or dealers who are members of the National
Association
of Securities Dealers, Inc. ("NASD") or to foreign banks, dealers
or
institutions not registered under the Securities Exchange Act of
1934, as
amended (the "Exchange Act") which agree to make no sales within
the United
States, its territories or possessions or to persons who are
citizens thereof
or residents therein and in making sales to comply with the
NASD's
interpretation with respect to
freeriding
and withholding. Dealers with our
consent as Underwriter may sell Shares to Dealers at the public
offering price
thereof or at such price less all or part of the concession to
Dealers.
Dealers may not sell Shares at less than the public offering
price except to
persons who have entered into an agreement with us in this form.
We are advising you by telegram or by fax of the number of
Shares
reserved for purchase by you. Applications for Shares in excess
of the amount
so reserved will be received only subject to allotment by us in
our
discretion.
We have been advised by the Company that a Registration
Statement in
respect of the Shares has become effective under the Securities
Act of 1933,
as amended (the "Securities Act"). Neither you nor any other
person is
authorized by the Company or by us to give any information or
make any
representation other than those contained in the Prospectus in
connection with
the sale of the Shares. No dealer is authorized to act as agent
for us or the
Company when offering the Shares to the public or otherwise.
You may offer the Shares on the public offering date subject
to the
foregoing and to the conditions of the Underwriting Agreement
referred to
above. Additional copies of the Prospectus will be supplied in
reasonable
quantities upon request.
Payment for Shares purchased by you is to be made at such
office as we
may designate at the public offering price, on 1996, or at such
later date as
we may advise, ("Closing Time") by certified or official bank
check in New
York Clearing House funds payable to the order of Castle
Securities Corp.
against delivery of certificates for the Shares. The concession
to which you
shall be entitled will be paid to you upon the termination of
this Agreement.
If you are a participant of The Depository Trust Company we may,
in our
discretion, deliver your Shares through their facilities.
This Agreement will terminate 30 days after the date hereof
but, upon
notice to you, may be extended by us for an additional period or
periods not
exceeding in the aggregate 30 days or may be terminated by us at
any time.
In connection with any purchase or sale of any of the Shares
with respect
to which a selling concession, discount or allowance is received
or granted by
you, you agree (
i
) to comply with Section 2740 of the Conduct Rules of the
NASD and (ii) if you are not a member of the NASD to comply, as
though you
were a member, with the provisions of Sections 2730 and 2750 of
such Conduct
Rules and to comply with Section 2420 thereof as that section
applied to a
non-member broker or dealer in a foreign country.
In the event that prior to the termination of this Agreement
(or prior to
such earlier date as we may determine) we purchase or contract to
purchase for
our syndicate account, in the open market or otherwise, or
receive against any
such purchaser or contract to purchase, any Shares theretofore
delivered to
you, we reserve the right to withhold the above-mentioned
concession to
Dealers on such Shares if sold to you at the public offering
price, or if such
concession has been allowed to you through your purchase at a net
price, you
agree to repay such concession upon our demand, plus, in each
case, brokerage
commissions and transfer taxes paid in connection with such
purchase or
contract to purchase.
You represent that you have not effected and will not effect
any
transactions in violations of the provisions of Rule
lOb
-6 under the
Securities Exchange Act of 1934 applicable to this offering and
you agree that
you will not, until the completion of the distribution by you of
the Shares
which you acquire pursuant to this Agreement, bid for, purchase,
sell or deal
in, or attempt to induce others to purchase Shares, other Shares
of Common
Stock, Warrants or options to purchase Shares or other Shares of
Common Stock
of the Company, Warrants or any security convertible or
exchangeable for
Shares of Common Stock of the Company except (
i
) as provided in this Agreement
and the Underwriting Agreement or otherwise approved by us, (ii)
in brokerage
transactions not involving solicitation of the customer's order
and (iii) in
connection with option and option related transactions which are
consistent
with the "no-action" positions set forth in Release No. 34-17609
under the
Exchange Act. An opening uncovered writing transaction in options
to acquire
Shares, other Shares of Common Stock or Warrants for your account
or for the
account of a customer shall be deemed, for purposes of the
preceding sentence,
to be a sale of Shares, other Common Stock, or Warrants which is
not
unsolicited. The term "opening uncovered writing transaction"
means an opening
sale transaction where the seller intends to become a writer of
an option to
purchase any Shares, other Shares of Common Stock or Warrants
which it does
not own or have the right to acquire upon exercise of conversion
or option
rights.
You agree to advise us from time to time upon request, prior
to the
termination of this Agreement, of the number of Shares purchased
by you
hereunder remaining unsold and you will, upon our request, sell
to for us,
such number of unsold Shares as we may designate, at the public
offering price
less an amount to be determined by us not in excess of the
concession to
Dealers.
Notwithstanding the termination of this Agreement or the
distribution of
any amount to you, you agree to pay your proportionate share of
any claim,
demand or liability asserted against you and the other Dealers to
whom Shares
are sold in accordance with the terms of this Agreement or any of
them, or
against us as Underwriter, based on any claim that such Dealers
or any of them
constitute an association, unincorporated business or other
separate entity,
including in each case your proportionate share of any expense
incurred in
defending against any such claim, demand or liability.
As Underwriter, we shall have full authority to take such
action as we may
deem advisable in respect of all matters pertaining to the
offering. We shall
not be under any liability to you, except for lack of good faith
and for
obligations expressly assumed by us in this Agreement; provided,
however, that
nothing in this sentence shall be deemed to relieve us from any
liability
imposed by the Securities Act.
You agree for a period of 25 days after the effective date
of the
Registration Statement, or until completion of the public
offering of the
Shares, whichever is later, to provide a copy of the Prospectus
to any person
making a written request therefor.
This offer of Shares to Dealers is made in each jurisdiction
only by us
as we may lawfully sell the Shares to Dealers in such
jurisdiction. Upon
application to us, we will inform you as to the jurisdictions in
which we
believe the Shares have been qualified for sale under the
respective
securities or "blue sky" laws of such jurisdictions. You
understand and agree
that compliance with securities or "blue sky" laws in each
jurisdiction where
you shall offer or sell any of the Shares shall be your sole
responsibility
and that we assume no responsibility as to the eligibility of the
Shares for
sale or your right to see Shares in any jurisdiction.
Please advise us whether or not you agree to purchase all of
any part of
the Shares reserved for you and, if you so agree, please confirm
your purchase
by signing in the manner indicated on the following page and
returning to us
the duplicate copy of this letter enclosed herewith.
Very truly yours,
Castle Securities Corp.
Acting on behalf of itself as
Underwriter
By:
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