SEC NEWS DIGEST Issue 2003-187 October 1, 2003 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS Following is a schedule of Commission meetings which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration. Open meetings will be held in the Commission Meeting Room, Room 1C30, at the Commission's headquarters building, 450 Fifth Street, N.W., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting. Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact Rochelle Franks, Office of Administrative and Personnel Management, to make arrangements. Ms. Franks can be reached at TTY number (202) 942-9558. If you are calling from a non-TTY number, please call the Relay Service at 1-800-877-8339. CLOSED MEETING - TUESDAY, OCTOBER 7, 2003 - 2:00 P.M. The subject matter of the closed meeting scheduled for Tuesday, October 7, will be: Institution and settlement of administrative proceedings of an enforcement nature; Institution and settlement of injunctive actions; Formal orders of investigation; Adjudicatory matters; and Post-argument discussion. OPEN MEETING - WEDNESDAY, OCTOBER 8, 2003 - 9:30 A.M. The subject matter of the open meeting scheduled for Wednesday, October 8, will be: 1. The Commission will consider whether to propose amendments to certain Rules, Schedules and Forms under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 that would require companies, under certain circumstances, to include in their proxy materials security holder nominees for election as director. For further information, please contact Lillian Cummins Brown at (202) 942-2900. 2. The Commission will consider whether to propose rule amendments and new rules under the Securities Exchange Act of 1934 (Exchange Act) that would establish two separate voluntary regulatory frameworks for the Commission to supervise broker-dealers and their affiliates on a consolidated basis. One proposal would establish an alternative method to compute certain net capital charges for broker-dealers that are part of a holding company that manages risks on a group-wide basis and whose holding company consents to group-wide Commission supervision. The broker- dealer's holding company and its affiliates, if subject to Commission supervision, would be referred to as a "consolidated supervised entity" or "CSE." The alternative method the broker-dealer would be allowed to use to compute certain market and credit risk capital charges would involve the use of internal mathematical models that the broker-dealer uses to measure its risk. The CSE would be required to comply with rules regarding its group-wide internal risk management control system and would have to periodically provide the Commission with consolidated computations of allowable capital and risk allowances (or other capital assessment) consistent with the Basel Standards. Commission supervision of the CSE would include recordkeeping, reporting, and examination requirements. Modifications to some of these requirements would be available for functionally regulated affiliates. The other proposal would implement Section 17(i) of the Exchange Act, which created a new structure for consolidated supervision of holding companies of broker-dealers, or "investment bank holding companies" (IBHCs) and their affiliates. Pursuant to the Act, an IBHC that meets certain, specified criteria may voluntarily register with the Commission as a supervised investment bank holding company (SIBHC) and be subject to supervision on a group-wide basis. Pursuant to the proposed rules, registration as an SIBHC is limited to IBHCs that are not affiliated with certain types of banks and that have a substantial presence in the securities markets. The proposed rules would provide an IBHC with an application process to become supervised by the Commission as an SIBHC, and would establish regulatory requirements for those SIBHCs. Commission supervision of an SIBHC would include recordkeeping, reporting and examination requirements. Further, the SIBHC also would be required to comply with rules regarding its group-wide internal risk management control system and would have to periodically provide the Commission with a consolidated computations of allowable capital and risk allowances (or other capital assessment) consistent with the Basel Standards. The proposals would also include technical and conforming amendments to the risk assessment rules (Exchange Act Rules 17h-1T and 17h-2T). In addition, the SIBHC proposal would adjust the audit requirements for OTC derivative dealers to allow accountants to use agreed-upon procedures when conducting audits of risk management control systems. For further information, please contact Lourdes Gonzalez or Linda Stamp Sundberg at (202) 942-0073 or Bonnie Gauch (202) 942-0765 or Rose Russo Wells at (202) 942-0143. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070. FEE RATE ADVISORY #3 FOR FISCAL YEAR 2004 Starting Oct. 1, 2003, the Securities and Exchange Commission will operate under a continuing resolution that will extend through Oct. 31, 2003. During this period, fees paid under Section 6(b) of the Securities Act of 1933 and Sections 13(e), 14(g) and 31 of the Securities Exchange Act of 1934 will remain at their current rates. Five days after enactment of the Commission's regular fiscal year 2004 appropriation, the Section 6(b) fee rate applicable to the registration of securities, the Section 13(e) fee rate applicable to the repurchase of securities, and the Section 14(g) fee rate applicable to proxy solicitations and statements in corporate control transactions will be increased from the current rate of $80.90 per million to $126.70 per million, as previously announced. In addition, thirty days after enactment of the Commission's regular appropriation, the Section 31 fee rate applicable to securities transactions on the exchanges and Nasdaq will be reduced from the current rate of $46.80 per million to $39.00 per million, as previously announced. Additional information on the transition to the new Section 31 fee rate will be available before the new rate becomes effective on the web sites of The New York Stock Exchange and NASD Regulation at http://www.nyse.com and http://www.nasdr.com. A copy of the Commission's April 30, 2003, order regarding fee rates for fiscal year 2003 is available at http://www.sec.gov/news/press/2003- 57.htm. The Commission will issue further notices as appropriate to keep the public informed of developments relating to enactment of the Commission's regular appropriation and the effective dates for the above fee rate changes. These notices will be posted at the SEC's Internet web site at http://www.sec.gov. (Press Rel. 2003-128) ENFORCEMENT PROCEEDINGS COMMISSION ISSUES ORDER SEEKING ADMINISTRATIVE RELIEF AGAINST FORMER HGI REGISTERED REPRESENTATIVE RECENTLY ENJOINED BY A FEDERAL DISTRICT COURT AND FOUND LIABLE FOR VIOLATING THE FEDERAL SECURITIES LAWS On September 30, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Order) against Shane Ferras (Ferras), a former registered representative of HGI, Inc. (HGI) and a resident of Brantford, Ontario, Canada. In the Order, the Division of Enforcement alleges that the U.S. District Court for the Southern District of New York has issued a permanent injunction against Ferras and found him liable for defrauding investors by using fraudulent boiler-room sales practices and training other HGI registered representatives to use these fraudulent sales practices, including inducing his clients to purchase highly speculative securities in initial public offerings underwritten by HGI, executing unauthorized transactions in his customers' accounts, and failing to execute sell orders placed by his customers. The Commission instituted this administrative proceeding after the District Court entered a Judgment by Default against Ferras: (1) permanently enjoining him from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; (2) ordering Ferras to disgorge $2,346,474, consisting of $1,525,127 in ill-gotten gains plus prejudgment interest of $821,347; and (3) imposing a civil penalty of $10,000. [Securities and Exchange Commission v. HGI, Inc., et al., 99 Civ. 3866 (DLC) (S.D.N.Y.)]. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Ferras an opportunity to dispute these allegations, and to determine what, if any, remedial sanctions against Ferras are appropriate and in the public interest pursuant to Section 15(b) of the Securities Exchange Act of 1934. (Rel. 34-48567; File No. 3-11283) COMMISSION SUSPENDS ACCOUNTANT ADAM RICHARDS On September 30, the Commission suspended Certified Public Accountant Adam S. Richards (Richards) from appearing or practicing before the Commission as an accountant because he has been enjoined for securities fraud. Richards consented to the entry of the Commission's Order Instituting Public Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions (Order) without admitting or denying its findings. In the Order, the Commission found that from February through December 2001, Richards was the Manager of Financial Planning of Homestore, Inc. (Homestore) of Westlake Village, California. The Commission previously sued Richards in the U.S. District Court for the Central District of California (Court) for securities fraud. The Commission's complaint alleged that Richards participated in a scheme to overstate Homestore's revenue in its quarterly reports filed with the Commission on Forms 10-Q for the first three quarters of 2001. The complaint also alleged that Richards assisted in concealing information from Homestore's auditors. The Order found that on September 24, 2003, the Court entered a Final Judgment of Permanent Injunction and Other Relief Against Defendant Adam S. Richards which permanently enjoins Richards from future violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 13b2-1, and 13b2-2 thereunder and aiding and abetting violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder. The Commission suspended Richards pursuant to Rule 102(e)(3) of the Commission's Rules of Practice, 17 C.F.R. Section 201.102(e)(3). (Rel. 34-48570; AAE Rel. 1880; File No. 3-11284) PRINCIPAL OF FORMER REGISTERED INVESTMENT ADVISER SETTLES CHARGES THAT HE ILLEGALLY REGISTERED THE ADVISER, FILED FALSE REPORTS WITH THE COMMISSION, AND FAILED TO DISCLOSE A PRIOR DISCIPLINARY EVENT On September 30, Matthew Brady (Brady), of Oyster Bay, New York, settled charges that he committed or caused violations of the Investment Advisers Act of 1940 (Advisers Act) by (a) illegally registering his investment advisory firm with the Commission when the firm did not have sufficient assets under management to qualify for federal registration; (b) filing false reports with the Commission; (c) failing to disclose a prior disciplinary sanction; (d) failing to maintain required books and records; and (e) failing to provide a required written disclosure statement to prospective clients. Brady consented, without admitting or denying the Commission's findings, to the entry of an Order making findings, imposing remedial sanctions, and imposing a cease-and-desist order against him (Order). In the Order, the Commission found that from April 21, 1997 through July 11, 2000, Brady, the president and sole shareholder of P&A Consulting, Inc. (P&A), an investment adviser then registered with the Commission, caused P&A to file reports with the Commission that falsely stated that P&A had more than $25 million in assets under management, when in fact, P&A never had more than $4 million under management. By inflating P&A's assets under management, Brady made it appear that P&A was qualified to register with the Commission as an investment adviser when, in fact, it was prohibited from doing so by Section 203A of the Advisers Act. In addition, P&A, failed to disclose to clients and prospective clients that Brady had previously been sanctioned by the New York Stock Exchange, as required under Section 206(4) of the Advisers Act and Rule 206(4)-4 thereunder. Finally, P&A failed to maintain most of the books and records it was required to maintain under the Advisers Act and failed to provide prospective clients with a written disclosure statement required under the Act. The Commission accepted Brady's offer of settlement in which he consented to the entry of the Order against him without either admitting or denying the Commission's findings. Specifically, Brady consented to the entry of an order (a) requiring him to cease and desist from committing or causing any violations and any future violations of Sections 203A, 204, 206(4), and 207 of the Advisers Act and Rules 204- 2(a), 204-3, and 206(4)-4 promulgated thereunder; (b) barring him from association with any investment adviser, with the right to reapply for association after three (3) years; and (c) requiring him to pay a civil penalty of $20,000. (Rel. IA-2178; File No. 3-11286) COMMISSION INITIATES ADMINISTRATIVE PROCEEDING AGAINST LARRY CROWDER AND JOHN POWELL On September 30, the Commission instituted administrative proceedings against Larry Crowder and John R. Powell based on the entry of a judgment of permanent injunctions against them. The Division of Enforcement (Division) in its complaint in the injunctive action alleged that from 1993 to the present, Crowder and Powell raised $15.7 million from more than 600 investors nationwide through their companies, Environmental Energy, Inc. (EEI), EEI's affiliates, and Irvine Securities, Inc. That complaint further alleged that the respondents failed to disclose adequately the extent of the "profits" that EEI made selling oil and gas rights to the partnerships, and that the vast majority of the funds were diverted to the personal benefit of Crowder, Powell and others. A hearing will be held before an Administrative Law Judge to determine whether the Division's allegations are true, to provide respondents an opportunity to dispute the allegations, and to determine what sanctions, if any, are appropriate and in the public interest. The Commission directed that an administrative law judge issue an initial decision in this matter within 210 days from the date of service of the Order Instituting Proceedings. On Oct. 10, 2002, in an action brought by the Commission, the U.S. District Court for the Central District of California entered an injunction prohibiting Powell and Crowder from violating the securities registration and antifraud provisions of the federal securities laws, Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5. On Aug. 5, 2003, a federal grand jury indicted Powell for making false statements to the Commission, and the indictment was subsequently amended to add wire fraud charges. For more information, see Litigation Release Nos. 18281 (Aug. 8, 2003), 18182 (June 9, 2003), and 15822 (July 29, 1998). (Rel. 34-48572; File No. 3-11287) THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.'S AND NASDAQ STOCK MARKET, INC.'S APPLICATION SEEKING THE ADOPTION OF THEIR PROPOSED AMENDMENT NO. 20 TO THE INTERMARKET TRADING SYSTEM PLAN IS DENIED On September 30, the Commission denied the National Association of Securities Dealers, Inc.'s (NASD) and Nasdaq Stock Market, Inc.'s (Nasdaq) application seeking discretionary review under Rule 11Aa3-2(e) of the Securities Exchange Act of 1934 of action taken by the Operating Committee of the Intermarket Trading System (ITS) rejecting their proposed Amendment No. 20 to the ITS Plan. Amendment No. 20 would provide for the NASD's and Nasdaq's separate ITS memberships and would exempt certain of their members from the ITS trade-through rule, among other things. The NASD and Nasdaq admitted that adoption of their proposed Amendment No. 20 would initiate a major restructuring of the ITS and would impact not only ITS Participants, but market users and investors who are not parties in this proceeding. In addition, Amendment No. 20 raised issues that are the subject of on-going rulemaking proceedings involving the ITS trade-through rule, Nasdaq's application for registration as a national securities exchange, and NASD's ADF pilot program. The Commission accordingly declined to exercise its discretionary review authority to consider the issues raised and relief sought by NASD and Nasdaq in an adjudicatory proceeding. (Rel. 34- 48573; File No. 3-10772) COMMISSION BRINGS FIRST ENFORCEMENT ACTION PURSUANT TO SECTION 604 OF SARBANES-OXLEY On September 30, the Commission issued an Order Instituting Public Administrative Proceedings Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 (Order) against Rodney L. Hinkle (Hinkle), of Jupiter, Florida based on the entry of a Final Order to Cease and Desist/Order of Permanent Bar (Final Order) issued against Hinkle by the Commissioner of the Securities Division, State of Maryland, Office of the Attorney General (Maryland Division). This is the first enforcement action brought pursuant to Section 604 of the Sarbanes-Oxley Act which, among other things, authorizes the Commission to censure or restrict associated persons of broker-dealers who are subject to any final order of a State securities commission that bars such persons from engaging in the securities business. Pursuant to the Final Order, the Maryland Division barred Hinkle from engaging in the securities business in Maryland, among other things. In the Order, the Division of Enforcement (Division) alleges that on June 17, 2003, the Maryland Division issued the Final Order against Hinkle and two of his companies based upon Hinkle's violation of a Consent Order it had issued against him on June 12, 2000, as well as violations of the Maryland Securities Act. In the Matter of Rodney L. Hinkle, Money Systems, LLC and Energy Resources, Inc., No. 2002-0422 (June 17, 2003). The Division further alleges that according to the Final Order, the Consent Order found that Hinkle had engaged in the fraudulent sale of unregistered securities and ordered, among other things, that Hinkle permanently cease and desist from certain securities law violations and be barred from the securities and investment advisory business in Maryland for four years. Moreover, the Division alleges that, as set forth in the Final Order, the Maryland Division found that Hinkle used false representations and promises to sell securities to investors in Maryland and elsewhere, and that he committed this conduct in July 1997, while still associated with Multi-Financial Securities Corporation, a registered broker-dealer, and from approximately January 2000 to May 2001, at which time he was no longer associated with a broker-dealer. The Division alleges that in the Final Order the Maryland Division found that Hinkle violated the terms of the Consent Order as well as the Maryland Securities Act and permanently barred Hinkle from the securities and investment advisory business in Maryland, ordered that he cease and desist from further violations of the Maryland Securities Act and from further violations of the Consent Order, and that he pay a monetary penalty of $100,000. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Hinkle an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate and in the public interest. The Commission directed that an administrative law judge shall issue an initial decision in this matter within 210 days from the date of service of the Order Instituting Proceedings. The Commission acknowledges the assistance of the State of Maryland, Office of the Attorney General, Securities Division. (Rel. 34-48574; File No. 3-11288) COMMISSION ISSUES CEASE AND DESIST ORDER AGAINST FORMER DIVISION DIRECTOR FOR ONE OF THE LARGEST VENDORS OF MERCHANDISE TO JUST FOR FEET, INC. On September 30, the Commission issued a cease and desist order against Timothy McCool, former Director of Sales for the North American division of one of the largest vendors of merchandise (Vendor) to Just for Feet, Inc. (Just for Feet), a publicly-held Delaware corporation based, during the relevant period, in Birmingham, Alabama. McCool consented to the entry of the cease and desist order against him, without admitting or denying the order's findings. Just for Feet was a national retailer of athletic and outdoor footwear and apparel. The Company filed for bankruptcy protection in 1999. In the ordinary course of its operations, Just for Feet incurred large amounts of advertising expenses. Most of its vendors offered financial assistance through unwritten agreements to Just for Feet to help pay for these advertising expenses. This assistance was termed "advertising co- op" or "vendor allowances." When Just for Feet promoted a particular vendor's products in one of its advertisements, that vendor might agree to offer advertising co-op to Just for Feet to share the costs of the advertisement. Just for Feet often would then deduct these amounts as credits against future payments it made to the vendor for merchandise. On April 20, 1999, McCool signed an audit confirmation letter sent to him by a Just for Feet officer, verifying that his company owed approximately $2.27 million in advertising co-op receivables to Just for Feet, and then sent it to Just for Feet's outside auditors. The letter clearly stated that the confirmation was in connection with the audit of Just for Feet's financial statements. In fact, the Vendor owed no advertising co-op receivables to Just for Feet as of Jan. 30, 1999. McCool knew this, but nonetheless signed and submitted the confirmation letter. Also on April 20, 1999, McCool sent a "Disclaimer" to the Just for Feet officer who had sent the audit confirmation to him, stating, in effect, that the audit confirmation would become void if Just for Feet attempted to collect, based solely on the confirmation, any of the credits contained in the approximate $2.27 million in receivables purportedly owed to it by the Vendor. The fictitious receivables confirmed by McCool increased the income and/or assets reported in Just for Feet's fiscal 1998 Form 10-K, filed with the Commission on April 30, 1999, Forms 10-Q for the first and second quarters of fiscal 1999, filed on June 14, 1999, and Sept. 27, 1999, respectively, a registration statement on Form S-8 filed on May 3, 1999, and a registration statement on Form S-4 filed on June 14, 1999. The approximate $2.27 million fictitious receivables confirmed by McCool was a substantial and material part of the amount contained in the financial statements included in these filings. The Commission's order finds that McCool was a cause of Just for Feet's violations of Section 17(a) of the Securities Act, which prohibits fraudulent conduct in the offer or sale of securities, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, which prohibit fraudulent conduct in connection with the purchase or sale of securities. McCool also was a cause of Just for Feet's violations of Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13, which require that certain issuers of securities file annual and quarterly reports with the Commission prepared in conformity with the requirements of the Commission's rules and regulations and containing such other information as is necessary to ensure that the statements made in those reports are not, under the circumstances, materially misleading. On Aug. 28, 2003, the U.S. Attorney for the Northern District of Alabama filed a criminal information against McCool charging him with conspiracy to submit false statements to auditors and falsify books and records in violation of Title 18, United States Code, Section 371. This is the second action the Commission has executed in this investigation. On May 12, 2003, the Commission filed a civil injunctive action against Adam Gilburne, former Executive Vice President and Superstore Division President of Just for Feet (Litigation Release No. 18139). The Commission wishes to thank the staff of the U.S. Attorney's Office for the Northern District of Alabama and the Alabama Securities Commission for their cooperation and assistance in this matter. The Commission's investigation is continuing. (Rels. 33-8296; 34-48575; AAE Rel. 1882; File No. 3-11289) SEC BRINGS SETTLED ENFORCEMENT ACTION AGAINST FORMER DELOITTE & TOUCHE PARTNER FOR IMPROPER PROFESSIONAL CONDUCT IN CONNECTION WITH AUDIT SERVICES FOR THE NORTH FACE, INC. The Commission today issued an order instituting administrative proceedings pursuant to Rule 102(e)(1)(ii) of the Commission's Rules of Practice, making findings, and imposing remedial sanctions against Richard Fiedelman, C.P.A. Fiedelman was a certified public accountant and is a recently retired partner of Deloitte & Touche LLP. During the period from 1997 through March 1999, he was the advisory partner for The North Face, Inc. The Commission found that Fiedelman engaged in intentional or reckless conduct that resulted in violations of generally accepted accounting principles (GAAP) and generally accepted auditing standards (GAAS). Due in part to Fiedelman's conduct, The North Face's recognition of profit margin on a barter transaction violated GAAP and, as a result The North Face's March 31, 1998 financial statements were materially misstated. Fiedelman violated GAAS standards including the general GAAS standard concerning due professional care, the standard of field work relating to sufficient competent evidential matter, and the standard of field work relating to working papers. Without admitting or denying the findings in the Commission's order, Fiedelman consented to the issuance of an order denying him the privilege of appearing or practicing before the Commission as an accountant, but providing that after three years from the date of the order he may request that the Commission consider his reinstatement. The order was based on a finding that Fiedelman engaged in improper professional conduct within the meaning of Rule 102(e)(1)(ii) of the Commission's Rules of Practice. (Rel. 34-48578; AAE Rel. 1884; File No. 3-11290) SEC SUES RECIDIVIST, CLARENCE LONG AND HIS COMPANY, ACI, INC., FOR FRAUD IN CONNECTION WITH ALLEGED HIGH YIELD TRADING SCHEME On Sept. 25, the Commission filed a civil action in the U.S. District Court for the District of Kansas against ACI, Inc. (ACI) and Clarence E. Long, a securities law recidivist. According to the complaint, from October 2000 through September 2001, Long and ACI raised over $7.7 million from the fraudulent offer and sale of interests in high yield trading programs to at least 586 investors located throughout the United States. The Commission alleges, specifically, that Long misled investors by stating, falsely, that ACI's trading programs were paying weekly returns of up to 45 percent and that investors were "guaranteed" return of their principal plus 6« percent at the end of the program's 13- month term. None of the investors' funds were invested as promised; rather, Long used the funds to make Ponzi payments couched as "trading profits" and misappropriated most of the remaining funds. Finally, the Commission alleges that Long favorably portrayed his background and experience without disclosing to investors that he had previously been civilly enjoined and criminally convicted for securities fraud. In its complaint, the Commission alleges that Long and ACI violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. In its action, the Commission is seeking against ACI and Long a permanent injunction, disgorgement with prejudgment interest, a civil money penalty and an accounting. Additionally, the Commission seeks a "conduct-based" permanent injunction against Long, enjoining him from participating in any sale or offer to sell any security in an unregistered transaction while acting in association with an issuer, underwriter, broker or dealer involved in such transaction. Finally, the Commission seeks disgorgement with prejudgment interest and an accounting against Jon G. Ervin, Sr., the relief defendant, for his alleged unjust enrichment at the investors' expense. The Commission acknowledges the assistance and cooperation of the U.S. Attorney's Office for Arizona and the Securities Division of the Arizona Corporation Commission. [SEC v. Clarence E. Long, et al., Civil Action No. 6:03-CV-01343-JTM-DWB, USDC/D.Kansas/Wichita Division (LR-18390) SEC FILES LAWSUIT AGAINST 2DOTRADE, INC., ITS PRESIDENT, SEVERAL STOCK PROMOTERS, AND TWO ATTORNEYS IN BOGUS ANTI-ANTHRAX, PUMP-AND-DUMP SCHEME-ALSO FILES RELATED LAWSUIT AGAINST CALIFORNIA ATTORNEY AND ACCOUNTANT FOR $7.5 MILLION "SHELL-FACTORY" SCHEME On September 30, the Commission filed a lawsuit against 2DoTrade, Inc., its president, several recidivist stock promoters, and two attorneys in a "pump-and-dump" market-manipulation case. 2DoTrade is an SEC- reporting company whose stock was formerly quoted publicly on the OTC Bulletin Board. According to the SEC's complaint, from July to November 2001, the defendants engaged in a fraudulent scheme in which they artificially pumped 2DoTrade's stock with false press releases, spam e- mail, and a fraudulent website and then illegally dumped millions of shares into the inflated market. At one point in the scheme-amid recurring reports of fatal anthrax attacks in the United States-several of the defendants sought to profit from the nation's fear of terrorism with false press releases about 2DoTrade's purported imminent distribution of an anti-anthrax compound in the United States. In a separate civil lawsuit filed on the same day, the SEC alleged securities fraud and other violations against a California attorney and accountant who created and sold the public shell company used in the 2DoTrade scheme. The 2DoTrade complaint alleges that, in June 2001, defendants Barry W. Gewin, 36, of Enon Valley, Pennsylvania, Eric T. Landis, 38, of Charlottesville, Virginia, and Dominic Roelandt, 26, of Dehderhoutem, Belgium, gained de facto control of 2DoTrade-a shell company with no assets or revenue-by acquiring control over virtually all of its "free- trading" stock. Then, in collusion with 2DoTrade's president, defendant George R. Taylor of Ayrshire, Scotland, they manipulated 2DoTrade's stock price in two fraudulent promotional campaigns. The first campaign, which took place in July and August 2001, touted 2DoTrade's ownership of certain import/export contracts supposedly worth $300 million. In reality, these contracts were worthless. The second campaign, which began in October 2001, claimed that 2DoTrade was testing an anti-anthrax compound called "ATHOQ" at a hospital and a university in the United Kingdom for imminent distribution in the United States. In reality, ATHOQ was a sham, and no anthrax testing or product distribution ever occurred. During the bogus-contract campaign, the defendants dumped millions of shares into the market, collectively realizing approximately $1.6 million in trading profits. As the defendant's sold their shares, the share price gradually declined by the end of August 2001. Beginning on Oct. 31, 2001, however, the bogus anti-anthrax campaign drove up 2DoTrade's stock price again, this time by approximately 400%. During this period, certain defendants dumped over 700,000 shares into the market, for which they collectively received approximately $240,000. An SEC trading suspension on Nov. 6, 2001, halted trading in 2DoTrade's stock and prevented some of the defendants from dumping millions of additional shares. Other defendants named in the 2DoTrade complaint include several nominee companies controlled by Gewin, Roelandt, and Landis, as well as the following: * MCG Partners, Inc., a Florida corporation, and Michael Karsch, 41, an attorney licensed in Florida, Texas, and New York. Karsch was a managing director of MCG Partners, which provided $450,000 to Gewin, Roelandt, and Landis for the purchase of an OTC Bulletin Board shell company, which ultimately became 2DoTrade. In exchange for the $450,000, Karsch and MCG Partners received 1.1 million 2DoTrade shares and a guarantee that other defendants would sustain 2DoTrade's stock price by touting the bogus contracts in a promotional campaign. Under this arrangement, MCG Partners sold 1.1 million shares for approximately $555,191, realizing a profit of approximately $105,191. Karsch received a share of these profits. * L. Van Stillman, 54, an attorney licensed in Florida and Pennsylvania, and LMR, Ltd., an offshore company that he controlled. Stillman prepared false SEC filings on behalf of 2DoTrade, concealing Gewin, Landis, and Roelandt's beneficial ownership of 2DoTrade's stock. Stillman sold approximately 192,000 2DoTrade shares, mostly through an LMR, Ltd. brokerage account in Bermuda, realizing approximately $95,370 in ill-gotten trading profits. * 21st Equity Partners, Inc., a North Carolina corporation, its president David A. Wood, Jr., 50, of Charlotte, North Carolina, and its vice-president Clinton Walker, 33, also of Charlotte. On June 26, 2001, Wood and Walker orchestrated a manipulative matched trade with Gewin and Landis to artificially set the initial market price of 2DoTrade stock at $1.25. Wood offered and sold approximately 293,000 2DoTrade shares through a 21st Equity Partners account for approximately $154,670. Walker received at least 101,350 shares of 2DoTrade stock, which he sold for approximately $52,520. The Commission's complaint alleges that defendant 2DoTrade violated the securities-registration, anti-fraud, and issuer-reporting provisions of the federal securities laws, specifically, sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act) and sections 10(b) and 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 12b-20, 13a-1, 13a-11, and 13a-13 thereunder. It alleges that defendant Taylor violated the anti-fraud provisions and aided and abetted 2DoTrade's violations of the issuer reporting provisions. It alleges that defendants Gewin, Roelandt, and Landis, and the defendant companies they controlled, violated the securities-registration and anti- fraud provisions and also the beneficial-ownership and principal- shareholder reporting provisions of the federal securities laws, specifically, sections 13(d) and 16(a) of the Exchange Act and Rules 13d- 1, 16a-2, and 16a-3 thereunder. And it alleges that defendants, Karsch, Stillman, Wood, and Walker, and the defendant companies under their control, violated the securities-registration and antifraud provisions and that Stillman also aided and abetted 2DoTrade's violations of the issuer reporting provisions of the federal securities laws. The SEC seeks, among other relief, permanent injunctions, disgorgement of ill-gotten gains with pre-judgment interest, and civil money penalties against all the defendants; officer-and-director bars against Taylor, Gewin, Roelandt, and Wood; penny-stock bars against Taylor, Gewin, Roelandt, Wood, Walker, and Karsch; and an order enjoining Roelandt from violating section 15(b)(6)(B) of the Exchange Act, which prohibits participation in a penny-stock offering in contravention of an SEC order. The Fraudulent "Shell Factory" Also on Sept. 30, 2003, the SEC filed a related lawsuit in the U.S. District Court for the Northern District of Texas against Craig J. Shaber, 45, a California-licensed attorney and Stephen R. Wright, 57, an accountant, both from the San Diego, California area. According to the complaint, from 1998 to 2002, Shaber and Wright engaged in an elaborate scheme to manufacture and sell 18 public shell companies, from which they derived at least $7.5 million in ill-gotten gains. To carry out the "shell factory" scheme, Shaber and Wright installed nominee officers and directors in dormant corporations that they controlled and caused these companies to submit false registration statements and reports to the SEC and the NASD, Inc. These false documents gave the bogus companies the appearance of legitimacy and permitted their securities to be eligible for quotation on the OTC Bulletin Board. Among other things, the false registration statements and reports contained phony business plans, misrepresented the identity of the companies' true officers and directors, and contained false shareholder lists. In reality, Shaber and Wright owned virtually all of the companies' stock, and the individual shareholders listed in the documents were merely nominees for Shaber and Wright. In addition, Shaber and Wright served as the de facto officers and directors of the companies and intended not to pursue the stated business plans, but rather, to sell their controlling blocks of shares-and thus control of the shell companies-to stock promoters and other buyers for substantial profits. Shaber and Wright sold one of these fraudulently manufactured companies, Moranzo, Inc., for approximately $600,000 to certain 2DoTrade defendants, who then used it to create 2DoTrade and carry out that scheme. The complaint also named as a defendant Bonaventure Capital, Ltd., a private Nevada corporation controlled by Shaber and Wright. Through Bonaventure Capital, Shaber and Wright maintained a brokerage account to sell shell-company stock and maintained a bank account into which they deposited the funds from the sale of the stock. The complaint named as relief defendants two corporations, Wright & Geis, Inc., a California corporation owned by Wright, and Aspen International Marketing, Inc., a Nevada corporation owned by Shaber. These entities received proceeds from the fraudulent scheme. The complaint alleges that Shaber, Wright, and Bonaventure Capital violated the securities-registration, anti-fraud, beneficial-ownership, and principal-shareholder reporting provisions of the federal securities laws, specifically, sections 5(a), 5(c), and 17(a) of the Securities Act and sections 10(b), 13(d), and 16(a) of the Exchange Act and Rules 10b- 5, 13d-1, 16a-2, and 16a-3 thereunder. It further alleges that they aided and abetted violations of the issuer-reporting provisions, specifically, sections 13(a) of Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder. The SEC seeks disgorgement with prejudgment interest from each defendant and relief defendant and further seeks permanent injunctions, an accounting, and officer-and-director bars against defendants Shaber and Wright. [SEC v. 2DoTrade, Inc., George Russell Taylor, Barry William Gewin aka Barry Peters, Eric T. Landis, Dominic Roelandt, Michael D. Karsch, L. Van Stillman, David A. Wood, Jr., Clinton Walker, Oxford and Hayes, Ltd., FG & P Consulting, Ltd., Hackney Holdings, Ltd., Weston Partners, Inc., Infiniti Corporate Services, Ltd., Argo Financial, Ltd., 21st Equity Partners, Inc., MCG Partners, Inc., and LMR, Ltd., Civil Action Number 3:03-CV-2246-N (Godbey) (N.D. Texas, Dallas Division)]; [SEC v. Craig J. Shaber, Stephen R. Wright, and Bonaventure Capital, Ltd., defendants, and Aspen International Marketing, Inc. and Wright & Geis, Inc., relief defendants. Civil Action No. 3:03-CV-2247-G (Fish) (N.D. Texas, Dallas Division)]; (LR-18381; Press Rel. 2003-127) SEC FILES FINANCIAL FRAUD ACTION IN COORDINATION WITH AUSTRALIAN AUTHORITIES The Commission announced the filing of a civil complaint against two Australian citizens who were senior officers of the Australian subsidiary of CorrPro Companies, Inc. (CorrPro), a U.S. public corporation based in Medina, Ohio. The Commission's complaint alleges that from at least October 2000 through February 2002, Greg Waring, the former managing director and Craig Treloar, the former financial accountant of the subsidiary, CorrPro Companies Australia Pty., Ltd. (CorrPro Australia), falsified the accounting records of the subsidiary, CorrPro Australia, in order to inflate its net income and its net assets. The complaint seeks injunctive relief against Waring and Treloar as well as the imposition of an officer and director bar. The complaint alleges that Waring and Treloar falsified CorrPro Australia's financial records so that CorrPro Australia would meet financial performance targets set by managers at the parent company. The complaint alleges that as a result, CorrPro misstated its financial statements after incorporating the false numbers from CorrPro Australia. The complaint alleges that beginning in at least October 2000, Waring, and Treloar at Waring's direction, began entering journal entries to CorrPro Australia's general ledger that increased profit and net assets. The complaint also alleges that Waring and Treloar falsified invoices and credit notes, and made false entries to subledgers including accounts payable, accounts receivable, costs of goods sold and inventory, and falsified reporting packages sent to CorrPro. The complaint further alleges that Treloar and Waring recorded fictitious invoices in CorrPro's computerized accounting records and later printed physical copies of the false invoices. In addition, the complaint alleges that they falsified credit notes from suppliers, and accordingly, the accounts payable ledger, to make it look like CorrPro Australia owed less money than it did. The complaint goes on to allege that Waring and Treloar took steps to fabricate documents to be reviewed by the company's independent auditors. The complaint further alleges that in November 2001 before an expected audit, Treloar e-mailed Waring two versions of a spreadsheet summarizing monthly results from April 2001 through September 2001. The complaint alleges that in order to ensure that the auditors would review general ledger balances that matched those previously sent to CorrPro, Waring recorded false entries to the general ledger to increase profit in each month. The Commission's complaint alleges that Waring and Treloar committed fraud in connection with the purchase and sale of securities, in violation of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder. The complaint also alleges that Waring and Treloar violated Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act, and Rules 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder. The Australian Commonwealth Director of Public Prosecution in Melbourne in the State of Victoria, Australia, has issued summons to Craig Treloar for criminal violations of various sections of the Australian Corporations Act, and of the Crimes Act of the State of Victoria, in connection with the same conduct described in the Commission's complaint. Treloar must appear in Magistrate's Court in Melbourne, Australia on October 2, 2003 for the first hearing of the case. The Commission acknowledges the assistance of the Australian Securities and Investments Commission in this investigation. [SEC v. Greg Waring and Craig Treloar, USDC, ND Ohio, Civil Action No. 1:03 CV 2030] (LR- 18382; AAE Rel. 1883) SEC FILES SETTLED INSIDER TRADING ACTION AGAINST FORMER CEO OF NETOPTIX CORP. AND FOUR TIPPEES DEFENDANTS AGREE TO PAY OVER $3.4 MILLION IN DISGORGEMENT AND CIVIL PENALTIES The Commission announced that on October 1 it filed a settled insider trading action involving trading in the common stock of Massachusetts- based NetOptix Corp., now known as Corning NetOptix, Inc. (hereinafter, NetOptix). The Commission's complaint alleges that in January 2000, NetOptix's former CEO, Gerhard Andlinger, learned that Corning Inc. was interested in acquiring NetOptix, and illegally passed that information to certain of his relatives (including his wife and two sisters-in-law) and the owner of a registered broker-dealer. The complaint alleges that after receiving that information, those individuals illegally purchased NetOptix stock. In settling the Commission's action, the defendants, without admitting or denying the allegations in the complaint, have agreed to injunctive relief, to pay disgorgement and civil penalties totaling over $3.4 million, and to the entry of an order barring Andlinger from serving as an officer or director of a public company for five years. The Commission's complaint alleges that during the week of Jan. 17, 2000, Andlinger learned that Corning was interested in acquiring NetOptix and passed that information to certain of the defendants. According to the complaint, after learning of this information, Andlinger's wife Jeanne Andlinger, his sisters-in-law Sallie Donner and Suzanna Dailey, Louis B. Lloyd (the owner of a registered broker- dealer), and four other relatives or employees of the Andlingers, bought more than $2.8 million in NetOptix stock between January 21 and Jan. 24, 2000. According to the complaint, the purchase of these NetOptix shares came just one week after some of the defendants sold most or all of their NetOptix holdings (which they had purchased in 1998, 1999 or early 2000). The complaint alleges that Donner, Dailey and Lloyd sold their NetOptix stock after Andlinger expressed the opinion that NetOptix's stock was over-valued. Corning publicly announced on February 14, 2000 that it would acquire NetOptix, and the Commission's complaint alleges that the value of the stock bought by Jeanne Andlinger, Donner, Dailey, Lloyd and others that they tipped increased by more than $1.8 million as a result of that announcement. Andlinger, Jeanne Andlinger, Donner and Dailey, all of Vero Beach, Florida, and Lloyd, of New York, New York, have agreed to settle the charges against them, without admitting or denying the allegations contained in the Commission's complaint. Under the terms of the settlement, the defendants consented to the entry of a final judgment permanently enjoining them from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10-b5 thereunder. The judgment also orders Jeanne Andlinger, Donner, Dailey and Lloyd to disgorge approximately $1.6 million in profits they earned from their trading, plus prejudgment interest, and orders Andlinger to disgorge approximately $59,000 in profits earned by others on the basis of information he provided. The judgment also orders the defendants to pay a total of $1.8 million in civil money penalties. Finally, the judgment bars Andlinger from serving as an officer or director of a public company for a period of five years. [SEC v. Gerhard Andlinger, Jeanne Andlinger, Sallie Donner, Suzanna Dailey and Louis B. Lloyd, Case No. 03-14288-CIV-Middlebrooks, SD Fla.] (LR-18383) COMMISSION CHARGES FRANCES BURKITT AND PAUL BURKITT WITH INSIDER TRADING The Commission announced the filing on September 29 of a complaint in the U.S. District Court for the District of Maryland, alleging insider trading in the securities of RMH Teleservices, Inc. by defendant Frances J. Burkitt (F. Burkitt), of Arnold, Maryland. F. Burkitt sold RMHT stock while in possession of material, nonpublic information concerning negative financial news to be announced by RMHT, which he had received from defendant Paul Burkitt (P. Burkitt), of Wayne, Pennsylvania, his son and an officer of RMHT. The complaint seeks permanent injunctions for violations of the antifraud provisions of the federal securities laws, disgorgement and civil penalties. As described below, the defendants have agreed to settle this matter. RMHT, headquartered in Newtown Square, Pennsylvania, provides customer relationship management services for corporations in the technology, telecommunications, financial services, insurance, and other industries. Its stock is traded on the NASDAQ National Market. For fiscal year 2001, RMHT reported revenue of $174 million and a net loss of $17.6 million. RMHT's fiscal year ends September 30th. The Commission's complaint alleges that on January 4, 2001, RMHT announced that it expected a loss for its first fiscal quarter ended December 31, 2000, and lowered revenue estimates for fiscal year 2001. Following the announcement, the price of RMHT stock declined sharply, closing at $3.50 per share, down 50 percent from the previous day's close of $7 per share. The complaint alleges that P. Burkitt was RMHT's Executive Vice President of Sales and Marketing, and knew throughout the company's first quarter that its financial condition was deteriorating. He also knew that RMHT was going to announce revised revenue and earnings estimates, and that his father owned RMHT stock. In a telephone conversation on the evening of January 2, 2001, P. Burkitt tipped his father about RMHT's upcoming negative announcement. On January 3, 2001, prior to RMHT's announcement, F. Burkitt sold 10,000 shares, his entire holdings of RMHT stock. As a result of his illegal trading, F. Burkitt avoided losses of $33,987. Simultaneously with the filing of the complaint, and without admitting or denying the Commission's allegations, the defendants consented to the entry of a Final Judgment permanently enjoining them from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; ordering Frances J. Burkitt to pay disgorgement in the amount of $33,987, together with prejudgment interest; and ordering the defendants to each pay a civil penalty in the amount of $33,987. The Commission acknowledges the assistance of NASD Regulation, Inc. in this matter. [SEC v. Frances J. Burkitt and Paul Burkitt, Civil Action No. L 03-cv-2767, D.Md.] (LR-18384) SEC SUES J.P. MORGAN SECURITIES INC. FOR UNLAWFUL IPO ALLOCATION PRACTICES; J.P. MORGAN AGREES TO SETTLEMENT CALLING FOR INJUNCTION AND PAYMENT OF $25 MILLION PENALTY The Commission announced the filing of a settled civil injunctive action in federal court against J.P. Morgan Securities Inc. (J.P. Morgan), a subsidiary of J.P. Morgan Chase & Co., relating to the firm's allocation of stock to institutional customers in initial public offerings (IPOs) it underwrote during 1999 and 2000. In settlement of this matter, J.P. Morgan has consented, without admitting or denying the allegations of the complaint, to a final judgment that would permanently enjoin J.P. Morgan from violating Rule 101 of the Commission's Regulation M and NASD Conduct Rule 2110, and order it to pay a $25 million civil penalty. The settlement terms are subject to approval by the court. In its complaint, the Commission alleges that J.P. Morgan violated Rule 101 of Regulation M under the Securities Exchange Act of 1934 by attempting to induce certain customers who received allocations of IPOs to place purchase orders for additional shares in the aftermarket. The complaint further alleges that J.P. Morgan did in fact induce certain customers to place such orders and such customers often purchased stock during the new issues' first few trading days. The Commission's complaint also alleges that, in another instance, J.P. Morgan violated NASD Conduct Rule 2110, which requires member firms to observe just and equitable principles of trade, by persuading one or more customers in July 1999, to accept an allocation of a "cold" IPO (i.e., one where there is little interest in IPO shares) by promising the reward of an allocation of an upcoming oversubscribed IPO. [SEC v. J.P. Morgan Securities Inc., Civil Action No. 1:03 CV 0208 (ESH) (D.D.C.)] (LR-18385; Press Rel. 2003-129) INVESTMENT COMPANY ACT RELEASES DEREGISTRATIONS UNDER THE INVESTMENT COMPANY ACT For the month of September, 2003, a notice has been issued giving interested persons until Oct. 21, 2003, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act declaring that the applicant has ceased to be an investment company: Credit Suisse Municipal Bond Fund, Inc. [File No. 811-8923] Prudential International Bond Fund, Inc. [File No. 811-5123] Morgan Stanley Africa Investment Fund, Inc. [File No. 811-8218] Mercury Global Holdings, Inc. [File No. 811-4351] Camelot Funds [File No. 811-3139] Prudential Intermediate Global Income Fund, Inc. [File No. 811-5510] Prudential Global Limited Maturity Fund, Inc. [File No. 811-6048] Prudential Balanced Fund [File No. 811-5055] General American Capital Company [File No. 811-4900] Lincoln National Bond Fund, Inc. [File No. 811-3210] Lincoln National Capital Appreciation Fund, Inc. [File No. 811-8074] Lincoln National Global Asset Allocation Fund, Inc. [File No. 811-5115] Lincoln National Social Awareness Fund, Inc. [File No. 811-5464] Lincoln National Growth and Income Fund, Inc. [File No. 811-3211] Lincoln National Money Market Fund, Inc. [File No. 811-3212] Lincoln National Special Opportunities Fund, Inc. [File No. 811-3291] Lincoln National Managed Fund, Inc. [File No. 811-3683] Lincoln National International Fund, Inc. [File No. 811-6233] Lincoln National Equity-Income Fund, Inc. [File No. 811-8126] (Rel. IC-26193 - September 26) PACIFICARE OF ARIZONA, INC., ET AL. An order has been issued under Section 3(b)(2) of the Investment Company Act granting PacifiCare of Arizona, Inc., PacifiCare of California, PacifiCare of Colorado, Inc., PacifiCare of Nevada, Inc., PacifiCare of Oregon, Inc., PacifiCare of Texas, Inc., PacifiCare of Washington, Inc. (Applicants) a temporary exemption from all provisions of the Act, effective Sept. 29, 2003. Applicants filed an application on March 31, 2003, and amendments on May 23, 2003, and Sept. 15, 2003, for an order under Section 3(b)(2) declaring that each Applicant is not an investment company. The temporary order further extends the sixty-day automatic exemption provided by Section 3(b)(2) upon the filing of an application in good faith until Jan. 28, 2004. Prior to the issuance of a permanent order to one or more of the Applicants, if any, the Commission will issue a notice giving interested persons an opportunity to request a hearing. (Rel. IC-26194 - September 29) ISI STRATEGY FUND, INC., ET AL. An order has been issued on an application filed by ISI Strategy Fund, Inc. (Fund), International Strategy & Investment Inc. and Los Angeles Capital Management and Equity Research, Inc. (LA Capital) under Section 6(c) for an exemption from Section 15(f)(1)(A) of the Act. The order permits the Fund not to reconstitute its board of directors to meet the 75 percent non-interested director requirement of Section 15(f)(1)(A) of the Act in order for LA Capital to rely upon the safe harbor provisions of Section 15(f). (Rel. IC-26196 - September 30) HOLDING COMPANY ACT RELEASES PROGRESS ENERGY, INC., ET AL. An order has been issued authorizing Progress Energy, Inc., a registered holding company, and its wholly-owned public-utility subsidiaries and certain of its wholly-owned nonutility subsidiaries to enter into various external and intrasystem financing transactions through Sept. 30, 2006. (Rel. 35- 27728) NORTHEAST UTILITIES, ET AL. A supplemental order has been issued authorizing a proposal by Northeast Utilities (NU), a registered holding company, and NU's wholly-owned subsidiaries, Northeast Utilities Service Company and NU Enterprises, Inc. (NUEI) to extend the period, from Sept. 30, 2003 to June 30, 2004, during which NU and NUEI can issue guarantees or provide similar forms of credit support or enhancements to NUEI, NUEI's nonutility subsidiaries or NU's other to-be-formed direct or indirect energy- related companies, as defined in Rule 58 of the Act. (Rel. 35-27730) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGE The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE- 2001-04) and Amendment Nos. 1, 2, and 3 thereto, and granted partial accelerated approval, on a pilot basis, of the proposed rule change, as amended, relating to the nullification and adjustment of transactions. Publication of the proposal and order granting partial accelerated approval on a pilot basis is expected in the Federal Register during the week of October 6. (Rel. 34-48556) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-Phlx-2003-30), filed by the Philadelphia Stock Exchange, pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934, implementing a six-month pilot program relating to the Book Sweep Function of the Exchange's Automated Options Market System. Publication of the notice is expected in the Federal Register during the week of October 6. (Rel. 34-48563) APPROVAL OF PROPOSED RULE CHANGE The Commission approved proposed rule change (SR-PCX-2003-20) and Amendments No. 1 and 2 thereto, and granted accelerated approval to Amendment No. 3 thereto, submitted by the Pacific Exchange relating to the limitation of liability of the Options Clearing Corporation to Exchange members. (Rel. 34-48565) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change filed by the International Securities Exchange relating to the Exchange's payment-for-order-flow fees (SR-ISE-2003-23) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of October 6. (Rel. 34-48568) A proposed rule change (SR-PCX-2003-52) filed by the Pacific Exchange relating to the Exchange's Designated Examining Authority Fee Exemption has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of October 6. (Rel. 34-48569) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-8 LOGIC DEVICES INC, 395 WEST JAVA DRIVE, SUNNYVALE, CA, 94089, 4085425400 - 550,000 ($814,000.00) Equity, (File 333-109261 - Sep. 30) (BR. 36) S-8 NORTHWEST GOLD INC, 877 N 8TH WEST, GLEN L LARSEN BLDG, RIVERTON, WY, 82501, 3078569271 - 400,000 ($164,000.00) Equity, (File 333-109262 - Sep. 30) (BR. 37) S-3 INDEVUS PHARMACEUTICALS INC, ONE LEDGEMONT CENTER, 99 HAYDEN AVE, LEXINGTON, MA, 02421, 6178618444 - 0 ($72,332,153.00) Debt Convertible into Equity, (File 333-109263 - Sep. 30) (BR. 01) S-4 CONTINENTAL AIRLINES INC /DE/, 1600 SMITH STREET 3303D, DEPT HQSEO, HOUSTON, TX, 77002, 7133245000 - 0 ($97,000,000.00) Non-Convertible Debt, (File 333-109264 - Sep. 30) (BR. 05) S-3 CHICAGO MERCANTILE EXCHANGE HOLDINGS INC, 30 S. WACKER DR, CHICAGO, IL, 60606, 3129301000 - 0 ($455,615,738.00) Equity, (File 333-109265 - Sep. 30) (BR. 07) S-1 NEW ALLIANCE BANCSHARES INC, 0 ($859,625,000.00) Equity, (File 333-109266 - Sep. 30) (BR. 09) S-1 ALPHASMART INC, 973 UNIVERSITY AVE, LOS GATOS, CA, 95032, 4083351000 - 0 ($57,960,000.00) Equity, (File 333-109267 - Sep. 30) (BR. 03) S-3 SOHU COM INC, 7 JIANGGUOMEN NEI AVE #1519 TOWER TWO, BEIJING CHINA CHANG AN BLDG, BEIJING CHINA 100005, F4, 00000, 011861065102160 - 90,000,000 ($82,575,000.00) Equity, (File 333-109270 - Sep. 30) (BR. 03) S-3 ML ASSET BACKED CORP, 250 VESEY ST RM 15-097 NORTH TOWER, WORLD FINANCIAL CENTER 10TH FL, NEW YORK, NY, 10281-1310, 2124490336 - 0 ($2,202,719,406.00) Asset-Backed Securities, (File 333-109271 - Sep. 30) (BR. 05) S-8 KEYCORP /NEW/, 127 PUBLIC SQ, CLEVELAND, OH, 44114-1306, 2166896300 - 3,000,000 ($76,755,000.00) Equity, (File 333-109273 - Sep. 30) (BR. 07) S-8 DISCOVERY LABORATORIES INC /DE/, 350 MAIN STREET SUITE 307, DOYLESTOWN, PA, 18901, 2152404699 - 1,420,000 ($10,756,500.00) Equity, (File 333-109274 - Sep. 30) (BR. 01) S-8 BUSINESS OBJECTS SA, 4089536024 - 0 ($91,328,835.30) Equity, (File 333-109275 - Sep. 30) (BR. 03) N-2 BLACKROCK FLORIDA MUNICIPAL 2020 TERM TRUST, 40 E 52ND ST, NEW YORK, NY, 10022, 2127545300 - 40 ($1,000,000.00) Equity, (File 333-109276 - Sep. 30) (BR. 22) N-2 BLACKROCK MUNICIPAL 2020 TERM TRUST, 40 E 52ND ST, NEW YORK, NY, 10022, 2127545300 - 40 ($1,000,000.00) Equity, (File 333-109277 - Sep. 30) (BR. 22) S-8 BUSINESS OBJECTS SA, 4089536024 - 0 ($1,006,200.00) Equity, (File 333-109278 - Sep. 30) (BR. 03) S-8 INVESTORS TITLE CO, 121 N COLUMBIA ST, P O DRAWER 2687, CHAPEL HILL, NC, 27514, 9199682200 - 249,900 ($7,564,473.00) Equity, (File 333-109279 - Sep. 30) (BR. 01) S-8 3M CO, 3M CENTER, BLDG. 220-11W-02, ST PAUL, MN, 55144-1000, 6517332204 - 7,700,000 ($1,086,855,000.00) Equity, (File 333-109282 - Sep. 30) (BR. 04) S-3 STEINER LEISURE LTD, 770 SOUTH DIXIE HWY., CORAL GABLES, FL, 33146, 3053589002 - 200,000 ($3,600,000.00) Equity, (File 333-109283 - Sep. 30) (BR. 08) S-3 BANC OF AMERICA FUNDING CORP, C/O NORWEST BANK MINNESOTA N A, 11000 BROKEN LAND PARKWAY, COLUMBIA, MD, 21044, 4108842000 - 0 ($6,000,000,000.00) Mortgage Backed Securities, (File 333-109285 - Sep. 30) (BR. 05) SB-2 CATALYST LIGHTING GROUP INC, 8450 EAST CRESCENT PARKWAY, SUITE 100, GREENWOOD VILLAGE, CO, 80111, 7208890133 - 240,000 ($3,375,000.00) Equity, (File 333-109286 - Sep. 30) (BR. 09) S-3 GENERAL MOTORS ACCEPTANCE CORP, MAIL CODE: 482-B08-B82, 200 RENAISSANCE CENTER, DETROIT, MI, 48265, 3136654353 - 0 ($7,025,766,000.00) Non-Convertible Debt, (File 333-109287 - Sep. 30) (BR. 07) S-8 HSBC HOLDINGS PLC, 8 CANADA SQUARE, LONDON, UNITED KINGDOM, X0, E145HQ, 442079921504 - 0 ($130,784,986.00) Equity, (File 333-109288 - Sep. 30) (BR. 07) S-4 BALLY TOTAL FITNESS HOLDING CORP, 8700 WEST BRYN MAWR AVENUE, SECOND FLOOR, CHICAGO, IL, 60631, 7733803000 - 235,000,000 ($235,000,000.00) Non-Convertible Debt, (File 333-109289 - Sep. 30) (BR. 05) S-8 SEQUIAM CORP, 300 SUNPORT LANE, ORLANDO, FL, 32809, 4075410774 - 0 ($5,850,000.00) Equity, (File 333-109290 - Sep. 30) (BR. 03) S-8 AMIS HOLDINGS INC, AMI SEMICOUNDUCTOR INC, 2300 BUCKSKIN RD, POCATELLO, ID, 83201, 2082346732 - 11,620,793 ($127,812,463.00) Equity, (File 333-109291 - Sep. 30) (BR. 36) S-4 FIRST COMMONWEALTH FINANCIAL CORP /PA/, OLD COURTHOUSE SQUARE, 22 N SIXTH ST, INDIANA, PA, 15701, 7243497220 - 0 ($23,230,112.00) Equity, (File 333-109292 - Sep. 30) (BR. 07) S-3 LUCENT TECHNOLOGIES INC, 600 MOUNTAIN AVE, MURRAY HILL, NJ, 07974, 9085828500 - 0 ($1,750,000,000.00) Other, (File 333-109293 - Sep. 30) (BR. 37) S-8 REDENVELOPE INC, 0 ($25,684,687.45) Equity, (File 333-109294 - Sep. 30) (BR. 02) S-8 CYBERADS INC, 1,000,000 ($1,500,000.00) Equity, (File 333-109295 - Sep. 30) (BR. 37) S-8 MERCK & CO INC, ONE MERCK DR, P O BOX 100, WHITEHOUSE STATION, NJ, 08889-0100, 9084234044 - 0 ($5,807,500,000.00) Equity, (File 333-109296 - Sep. 30) (BR. 01) F-9 THOMSON CORP /CAN/, METRO CENTER, ONE STATION PLACE, STAMFORD, CT, 06902, 2039698700 - 0 ($2,000,000,000.00) Non-Convertible Debt, (File 333-109297 - Sep. 30) (BR. 05) S-3 WACHOVIA ASSET SECURITIZATION INC, ONE FIRST UNION CENTER, 11000 BROKEN LAND PARKWAY, COLUMBIA, MD, 21044, 4108842000 - 0 ($1,000,000.00) Mortgage Backed Securities, (File 333-109298 - Sep. 30) (BR. 05) S-8 YUM BRANDS INC, 1441 GARDINER LANE, LOUISVILLE, KY, 40213, 5028748300 - 14,600,000 ($429,678,000.00) Equity, (File 333-109299 - Sep. 30) (BR. 05) S-8 YUM BRANDS INC, 1441 GARDINER LANE, LOUISVILLE, KY, 40213, 5028748300 - 3,500,000 ($103,005,000.00) Equity, (File 333-109300 - Sep. 30) (BR. 05) S-8 TEKELEC, 26580 W AGOURA RD, CALABASAS, CA, 91302, 8188805656 - 885,000 ($11,239,500.00) Equity, (File 333-109301 - Sep. 30) (BR. 37) S-8 PALM INC, 400 N. MCCARTHY BOULEVARD, MILPITAS, CA, 95035, 4088789000 - 0 ($38,602,714.00) Equity, (File 333-109302 - Sep. 30) (BR. 03) S-8 SUN MICROSYSTEMS INC, 4150 NETWORK CIRCLE, SANTA CLARA, CA, 95054, 6509601300 - 0 ($554,880,000.00) Equity, (File 333-109303 - Sep. 30) (BR. 03) S-3 UNIONBANCAL CORP, 400 CALIFORNIA STREET, SAN FRANCISCO, CA, 94104-1476, 4157652969 - 0 ($1,000,000,000.00) Other, (File 333-109304 - Sep. 30) (BR. 07) S-8 PEABODY ENERGY CORP, 701 MARKET ST, ST LOUIS, MO, 63101-1826, 3143423400 - 0 ($3,095,000.00) Equity, (File 333-109305 - Sep. 30) (BR. 04) S-3 HEALTHCARE REALTY TRUST INC, 3310 WEST END AVE, FOURTH FL SUITE 700, NASHVILLE, TN, 37203, 6152699175 - 0 ($300,000,000.00) Other, (File 333-109306 - Sep. 30) (BR. 08) S-3 ASSET BACKED SECURITIES CORP, 11 MADISON AVE, PARK AVE PLAZA, NEW YORK, NY, 10010, 2123251811 - 9,000,000,000 ($9,000,000,000.00) Asset-Backed Securities, (File 333-109307 - Sep. 30) (BR. 05) S-4 MSX INTERNATIONAL INC, 275 REX BLVD, AUBURN HILLS, MI, 48236, 2482991000 - 0 ($75,500,000.00) Non-Convertible Debt, (File 333-109308 - Sep. 30) (BR. 08) F-3 BUNGE LTD, 50 MAIN STREET, WHITE PLAINS, NY, 10606, 9146842800 - 0 ($1,500,000.00) Debt Convertible into Equity, (File 333-109309 - Sep. 30) (BR. 04) S-3 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/, WOODLAND PARK, 2201 COOPERATIVE WAY, HERNDON, VA, 20171-3025, 7037096700 - 0 ($2,000,000,000.00) Non-Convertible Debt, (File 333-109310 - Sep. 30) (BR. 07) S-8 GEVITY HR INC, 600 301 BLVD W, STE 202, BRADENTON, FL, 34205, 9417484340 - 2,000,000 ($29,990,000.00) Equity, (File 333-109311 - Sep. 30) (BR. 08) S-3 SILICON VALLEY BANCSHARES, 3003 TASMAN DR, M/S NC820, SANTA CLARA, CA, 95054, 4086547400 - 0 ($50,000,000.00) Other, (File 333-109312 - Sep. 30) (BR. 07) S-3 21ST CENTURY HOLDING CO, 4161 N W 5TH STREET, PLANTATION, FL, 33317, 9545819993 - 1,040,000 ($13,000,000.00) Equity, (File 333-109313 - Sep. 30) (BR. 01) S-8 I2 TECHNOLOGIES INC, ONE 12 PLACE, 11701 LUNA RD, DALLAS, TX, 75234, 4643571000 - 0 ($33,243,111.68) Equity, (File 333-109314 - Sep. 30) (BR. 03) S-8 SLM CORP, 11600 SALLIE MAE DR, RESTON, VA, 20193, 7038103000 - 0 ($85,000,000.00) Equity, (File 333-109315 - Sep. 30) (BR. 07) S-3 US AIRWAYS GROUP INC, 2345 CRYSTAL DR, ARLINGTON, VA, 22227, 7038725306 - 0 ($240,920,707.13) Equity, (File 333-109316 - Sep. 30) (BR. 05) S-8 PAREXEL INTERNATIONAL CORP, 195 WEST ST, WALTHAM, MA, 02451, 7814879900 - 500,000 ($7,975,000.00) Equity, (File 333-109317 - Sep. 30) (BR. 01) S-3 LONG BEACH SECURITIES CORP, 7149415378 - 50,000,000,000 ($50,000,000,000.00) Mortgage Backed Securities, (File 333-109318 - Sep. 30) (BR. 05) S-8 SLM CORP, 11600 SALLIE MAE DR, RESTON, VA, 20193, 7038103000 - 0 ($233,490,000.00) Equity, (File 333-109319 - Sep. 30) (BR. 07) S-3 AMERICAN VANGUARD CORP, 4695 MACARTHUR COURT, NEWPORT BEACH, CA, 92660, 9492601200 - 264,125 ($6,611,048.70) Equity, (File 333-109320 - Sep. 30) (BR. 02) S-3 NOVATEL WIRELESS INC, 9255 TOWNE CENTRE DR, SUITE 225, SAN DIEGO, CA, 92121, 8583208800 - 12,671,562 ($74,382,068.94) Equity, (File 333-109321 - Sep. 30) (BR. 03) S-8 BROWN & BROWN INC, 220 S RIDGEWOOD AVE, DAYTONA BEACH, FL, 32114, 9042529601 - 1,200,000 ($37,188,000.00) Equity, (File 333-109322 - Sep. 30) (BR. 01) S-3 GENERAL MOTORS ACCEPTANCE CORP, MAIL CODE: 482-B08-B82, 200 RENAISSANCE CENTER, DETROIT, MI, 48265, 3136654353 - 0 ($7,273,265,000.00) Non-Convertible Debt, (File 333-109323 - Sep. 30) (BR. 07) S-8 BROWN & BROWN INC, 220 S RIDGEWOOD AVE, DAYTONA BEACH, FL, 32114, 9042529601 - 4,800,000 ($148,752,000.00) Equity, (File 333-109324 - Sep. 30) (BR. 01) S-4 ESTERLINE TECHNOLOGIES CORP, 500 - 108TH AVENUE NE, SUITE 1500, BELLEVUE, WA, 98004, 2064539400 - 175,000,000 ($175,000,000.00) Non-Convertible Debt, (File 333-109325 - Sep. 30) (BR. 36) S-3 PARTNERRE LTD, 96 PITTS BAY RD, CHESNEY HOUSE, PEMBROKE BERMUDA, D0, HM 08, 14412920888 - 299,000,000 ($299,000,000.00) Other, (File 333-109326 - Sep. 30) (BR. 01) S-8 BROWN & BROWN INC, 220 S RIDGEWOOD AVE, DAYTONA BEACH, FL, 32114, 9042529601 - 4,500,000 ($139,455,000.00) Equity, (File 333-109327 - Sep. 30) (BR. 01) N-2 JAPAN EQUITY FUND INC, ONE EVERTRUST PLAZA, C/O DAIWA SECURITIES TRUST CO, JERSEY CITY, NJ, 07302, 2019153054 - 0 ($24,130,125.00) Equity, (File 333-109328 - Sep. 30) (BR. 22) S-4 BAXTER INTERNATIONAL INC, ONE BAXTER PKWY, DF2-2W, DEERFIELD, IL, 60015, 8479482000 - 0 ($600,000,000.00) Non-Convertible Debt, (File 333-109329 - Sep. 30) (BR. 36) S-3 VERITAS SOFTWARE CORP /DE/, 350 ELLIS STREET, MOUNTAIN VIEW, CA, 94043, 6505278000 - 0 ($520,000,000.00) Debt Convertible into Equity, (File 333-109330 - Sep. 30) (BR. 03) S-3 MILLS CORP, 1300 WILSON BLVD, STE 400, ARLINGTON, VA, 22209, 7035265000 - 0 ($10,000,000.00) Equity, (File 333-109331 - Sep. 30) (BR. 08) S-8 GEVITY HR INC, 600 301 BLVD W, STE 202, BRADENTON, FL, 34205, 9417484340 - 2,000,000 ($29,990,000.00) Equity, (File 333-109332 - Sep. 30) (BR. 08) S-8 CV THERAPEUTICS INC, 3172 PORTER DR, PALO ALTO, CA, 94304, 6503848500 - 0 ($30,629,048.00) Equity, (File 333-109333 - Sep. 30) (BR. 01) S-3 SPX CORP, 13515 BALLANTYNE CORPORATE PLACE, CHARLOTTE, NC, 28277, 704-752-4400 - 5,950,332 ($272,941,728.84) Equity, 0 ($1,000,000,000.00) Unallocated (Universal) Shelf, (File 333-109334 - Sep. 30) (BR. 36) S-3 MILLS CORP, 1300 WILSON BLVD, STE 400, ARLINGTON, VA, 22209, 7035265000 - 0 ($65,807,312.64) Equity, (File 333-109335 - Sep. 30) (BR. 08) S-8 STORAGE ALLIANCE INC, 725 435 FOURTH AVENUE SW, CALGARY ALBERTA T2P 3A8, CANADA, A0, T2P 3A8, 403-264-2500 - 2,000,000 ($610,000.00) Equity, (File 333-109336 - Sep. 30) (BR. 04) S-8 NANNACO INC, 2935 THOUSAND OAKS, SUITE 6, SAN ANTONIO, TX, 78247, 2105453570 - 5,000,000 ($180,000.00) Equity, (File 333-109337 - Sep. 30) (BR. 06) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ AAMES FINANCIAL CORP/DE DE X X 09/29/03 ABN AMRO MORTGAGE CORP MULTI CLA MOR DE X 09/01/03 ABOVENET INC DE X X 09/29/03 AEROPOSTALE INC X X 09/30/03 AFLAC INC GA X X 09/29/03 AIR-Q WI-FI CORP DE X X 09/26/03 ALASKA FREIGHTWAYS INC NV X X X X X X 09/29/03 ALBERTSONS INC /DE/ DE X 09/29/03 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE X X 09/30/03 ALLIANCE CAPITAL MANAGEMENT L P DE X X 09/30/03 AMERIANA BANCORP IN X X 09/30/03 AMERICAN CRYSTAL SUGAR CO /MN/ MN X X 09/29/03 ANTS SOFTWARE INC DE X 09/30/03 APACHE CORP DE X 09/26/03 ARIAD PHARMACEUTICALS INC DE X X 09/30/03 ARKANSAS BEST CORP /DE/ DE X X 09/26/03 AROTECH CORP DE X 09/16/03 ARROW INTERNATIONAL INC PA X 07/16/03 AUDIOVOX CORP DE X 09/30/03 AZZ INC TX X X 09/30/03 BALLY TOTAL FITNESS HOLDING CORP DE X X 09/30/03 BAM ENTERTAINMENT INC X X X 09/30/03 BANC OF AMERICA FUNDING CORP DE X X 09/30/03 BE AEROSPACE INC DE X X 09/29/03 BEAR STEARNS ASSET BACKED SECURITIES DE X X 09/26/03 BEAR STEARNS DEPOSITOR INC TRUST CERT X 09/15/03 BED BATH & BEYOND INC NY X X 09/30/03 BENCHMARK ELECTRONICS INC TX X X 09/30/03 BIO LOGIC SYSTEMS CORP DE X 09/30/03 BIRDS EYE FOODS INC DE X 09/30/03 BIRDS EYE FOODS INC DE X 09/30/03 AMEND BOMBARDIER CREDIT RECEIVABLES CORP DE X 08/31/03 BOSTON PRIVATE FINANCIAL HOLDINGS INC MA X 09/30/03 BOUNDARIES CAPITAL INC NV X X X 09/29/03 CADENCE RESOURCES CORP UT X X 09/30/03 CALIPER TECHNOLOGIES CORP DE X 07/14/03 AMEND CALL NOW INC FL X X 09/24/03 CALLAWAY GOLF CO /CA DE X X 09/15/03 CAMDEN NATIONAL CORP ME X 09/30/03 CARMINA TECHNOLOGIES INC UT X 09/29/03 CATALINA MARKETING CORP/DE DE X X 09/26/03 CENDANT CORP DE X X 09/30/03 CENTRAL FEDERAL CORP DE X X 09/26/03 CERBCO INC DE X 09/30/03 CHART INDUSTRIES INC DE X X X 09/15/03 CHRISTOPHER & BANKS CORP DE X X 09/23/03 CIT HOME EQUITY LOAN TRUST 2003-1 DE X 09/30/03 CITIGROUP GLOBAL MARKETS HOLDINGS INC NY X 09/24/03 CITIGROUP INC DE X X 09/30/03 CKE RESTAURANTS INC DE X X 09/29/03 CLEARONE COMMUNICATIONS INC UT X 07/22/03 AMEND CLIXTIX INC NY X 09/29/03 CMGI INC DE X 09/30/03 CNA SURETY CORP DE X X 09/30/03 CNF INC DE X X 09/30/03 CNH CAPITAL RECEIVABLES INC DE X X 09/15/03 CNH RECEIVABLES INC DE X X 09/15/03 COLLECTORS UNIVERSE INC DE X X 09/30/03 COMMERCIAL CAPITAL BANCORP INC NV X X 09/30/03 COMMERCIAL NATIONAL FINANCIAL CORP /P PA X 09/30/03 CONSECO INC DE X X 09/26/03 CONSOLIDATED FREIGHTWAYS CORP DE X 09/29/03 CONSTELLATION BRANDS INC DE X X X 09/30/03 CORNING NATURAL GAS CORP NY X 09/30/03 CSFB MORTGAGE BACKED PASS THR CERTS S DE X 09/30/03 CTI DIVERSIFIED HOLDINGS INC DE X 09/30/03 CUBIC CORP /DE/ DE X X 09/29/03 CWMBS INC DE X 09/30/03 CWMBS INC DE X X 09/29/03 CWMBS INC DE X 09/30/03 CWMBS INC DE X 09/30/03 DAISYTEK INTERNATIONAL CORPORATION /D DE X X 09/26/03 DATALINK CORP MN X X 09/29/03 DIAMOND OFFSHORE DRILLING INC DE X X 09/30/03 DIRECTVIEW INC NV X 09/29/03 DOCUCON INCORPORATED DE X 09/05/03 AMEND DOLLAR FINANCIAL GROUP INC NY X X 09/29/03 DORAL FINANCIAL CORP PR X X 09/30/03 DPAC TECHNOLOGIES CORP CA X X 09/30/03 DVI INC DE X X 09/25/03 DVI INC DE X X 09/25/03 DYNEGY INC /IL/ IL X X X 09/30/03 EDUCATION CAPITAL I LLC DE X X 09/25/03 EDUCATION FUNDING CAPITAL TRUST I X X 09/16/03 ELOYALTY CORP DE X X 09/30/03 EMMIS COMMUNICATIONS CORP IN X 09/30/03 ENERCORP INC CO X X 09/29/03 ENXNET INC OK X X 09/29/03 EOS INTERNATIONAL INC DE X X 09/29/03 EPOCH BIOSCIENCES INC DE X X 09/26/03 FARMLAND INDUSTRIES INC KS X X 09/29/03 FARMLAND INDUSTRIES INC KS X X 09/29/03 FENTURA FINANCIAL INC MI X X 09/30/03 FIDELITY NATIONAL FINANCIAL INC /DE/ DE X 09/30/03 FINANCIAL ASSET SECURITIES CORP DE X X 09/29/03 FIRST CHESAPEAKE FINANCIAL CORP VA X X 09/26/03 FIRST HORIZON ASSET SECURITIES INC DE X X 09/30/03 FIRST INTERSTATE BANCSYSTEM INC MT X 09/25/03 FIRST MARINER BANCORP MD X X 09/30/03 FORTIS ENTERPRISES NV X 09/17/03 GEERLINGS & WADE INC MA X X 09/30/03 GEORGIA GULF CORP /DE/ DE X X 09/29/03 GLOBAL ENERGY GROUP INC DE X X X 09/26/03 GMAC EDUCATION LOAN FUNDING TRUST I DE X X 09/26/03 GMACM HOME EQUITY LOAN BACKED TERM NO DE X 09/25/03 GMACM HOME EQUITY LOAN BACKED TERM NO DE X 06/25/03 GMACM HOME EQUITY LOAN BACKED TERM NO DE X 07/25/03 GMACM HOME EQUITY LOAN BACKED TERM NO DE X 08/25/03 GMACM HOME EQUITY LOAN BACKED TERM NO DE X X 03/21/03 GMACM HOME EQUITY LOAN BACKED TERM NO DE X X 03/21/03 GMACM HOME EQUITY LOAN BACKED TERM NO DE X 03/12/03 GMACM HOME EQUITY LOAN TRUST 2003-HE2 DE X 09/25/03 GMACM HOME EQUITY LOAN TRUST 2003-HE2 DE X 06/25/03 GMACM HOME EQUITY LOAN TRUST 2003-HE2 DE X 07/25/03 GMACM HOME EQUITY LOAN TRUST 2003-HE2 DE X 08/25/03 GOLDEN ENTERPRISES INC DE X X X 09/30/03 GOOD GUYS INC DE X X X 09/30/03 GSI GROUP INC DE X 09/30/03 GUIDELINE CAPITAL INC NV X 08/29/03 GUNDLE SLT ENVIRONMENTAL INC DE X X 09/29/03 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 09/15/03 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 09/15/03 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 09/15/03 HARLEYSVILLE GROUP INC DE X 09/30/03 HARRIS CORP /DE/ DE X 09/29/03 HERITAGE COMPANIES INC NV X 09/30/03 HERTZ CORP DE X X 09/30/03 HF FINANCIAL CORP DE X 09/25/03 HILLENBRAND INDUSTRIES INC IN X X 09/29/03 HORIZON HEALTH CORP /DE/ DE X 09/30/03 HUSKER AG PROCESSING LLC NE X X 09/17/03 I MANY INC DE X 09/19/03 ILX RESORTS INC AZ X 09/29/03 INNOVO GROUP INC DE X X 07/18/03 AMEND INSILCO HOLDING CO DE X X 09/30/03 INSITUFORM EAST INC DE X 09/30/03 INTEGRAMED AMERICA INC DE X X 09/30/03 INTEGRATED BIOPHARMA INC DE X X 09/29/03 INTEREP NATIONAL RADIO SALES INC NY X X 09/25/03 INTERNET AMERICA INC TX X X 09/29/03 ISTAR FINANCIAL INC MD X X 09/24/03 JANUS CAPITAL GROUP INC DE X X 09/30/03 JOURNAL COMMUNICATIONS INC X X 09/29/03 JOY GLOBAL INC DE X 09/27/03 KEYCORP STUDENT LOAN TRUST 1999 A X X 09/29/03 KEYCORP STUDENT LOAN TRUST 2001-A X X 09/29/03 LEHMAN ABS CORP DE X X 09/15/03 LEVI STRAUSS & CO DE X X X 09/30/03 LEXINGTON CORPORATE PROPERTIES TRUST MD X 09/30/03 LINK2 TECHNOLOGIES INC NV X X 09/30/03 LONE STAR STEAKHOUSE & SALOON INC DE X X 09/29/03 MACDERMID INC CT X 09/30/03 MAGELLAN HEALTH SERVICES INC DE X X 09/29/03 MAGNUM HUNTER RESOURCES INC NV X 09/30/03 MATRIXX INITIATIVES INC DE X X 09/25/03 MBNA AMERICA BK NAT ASSOC MBNA MASTER X X 09/30/03 MCDONALDS CORP DE X 09/24/03 MEADE INSTRUMENTS CORP DE X 09/30/03 MEDICAL LICENSING INTERNATIONAL CORP DE X X 09/16/03 MEMBERWORKS INC DE X X 09/30/03 MERIDIAN RESOURCE CORP TX X X X 09/25/03 MERRILL LYNCH & CO INC DE X X 09/30/03 MERRILL LYNCH & CO INC DE X X 09/30/03 MERRILL LYNCH & CO INC DE X X 09/30/03 METRIS COMPANIES INC DE X 09/30/03 METRIS RECEIVABLES INC DE X 09/30/03 METROCALL HOLDINGS INC DE X X 09/30/03 MOLECULAR IMAGING CORP DE X X 09/30/03 MORGAN STANLEY ABS CAPITAL I INC DE X X 09/25/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 09/22/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 09/12/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 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