SEC NEWS DIGEST Issue 2003-240 December 18, 2003 COMMISSION ANNOUNCEMENTS STATEMENT FROM SEC CHAIRMAN WILLIAM DONALDSON REGARDING NYSE SELECTION OF JOHN THAIN AS CEO Today SEC Chairman William H. Donaldson made the following statement regarding the selection of John Thain to serve as chief executive officer of the New York Stock Exchange. "I want to congratulate the NYSE Board and interim Chairman John Reed on the selection of John Thain as the new CEO of the Exchange. John Thain brings a distinguished record of leadership and knowledge to this important new role. I, together with the Commission, look forward to working with him and the NYSE as the institution moves to address the many ongoing and important challenges that lie ahead." (Press Rel. 2003- 175) STATEMENT OF THE COMMISSION REGARDING THE ENFORCEMENT ACTION AGAINST ALLIANCE CAPITAL MANAGEMENT, L.P. Today we announce our settled enforcement action against Alliance Capital Management, L.P. (Alliance Capital) in connection with its illegal market timing arrangements. The Commission's settlement requires Alliance Capital to pay a total of $250 million (including a penalty of $100 million), all of which is to be returned to investors harmed by the violations. This amount will provide those investors with full compensation for fund losses due to the illegal market timing arrangements. In addition, we are requiring Alliance Capital and its mutual fund boards to adopt significant governance and compliance reforms. These reforms are designed to prevent a recurrence of the kind of conduct described in our order. The Commission's settlement does not require Alliance Capital to offer fee discounts to its mutual fund customers. We determined - unanimously - that such relief would not serve our law enforcement objectives in this case. There were no allegations that Alliance Capital's mutual fund fees were illegally high. This is a case about illegal market timing, not fees. Therefore, we see no legitimate basis for the Commission to act as a "rate-setter" and determine how much mutual fund customers should pay for the services they receive in the future from Alliance Capital. This decision is better left to informed consumers, independent and vigorous mutual fund boards, and the free market. Mandatory fee discounts would (i) require that customers do business with Alliance in order to receive the benefits of the discounts, and (ii) provide monetary relief to customers who were not harmed by the violations set forth in the order. That is why our efforts focused on providing full compensation to harmed investors and a significant upfront penalty. Issues surrounding mutual fund fees are critically important. As part of our broad and unique rulemaking powers, we plan to take up these issues in the period ahead. We firmly believe that rules uniformly applicable to the entire industry are more desirable than a piecemeal approach that fragments the marketplace. The rulemaking process - with its attendant protections of notice and public comment - is a better way to address fee issues than the imposition of arbitrary discounts in individual enforcement actions about market timing. While we can all applaud fair and reasonable fees, we think the best way to ensure them is a marketplace of vigorous, independent, and diligent mutual fund boards coupled with fully-informed investors who are armed with complete, easy-to-digest disclosure about the fees paid and the services rendered. (See Press Rel. 2003-176) RULES AND RELATED MATTERS PROPOSED DISCLOSURE OF BREAKPOINT DISCOUNTS BY MUTUAL FUNDS On December 17, the Commission issued proposed amendments to Form N-1A under the Securities Act of 1933 and the Investment Company Act of 1940 that would require an open-end management investment company to provide enhanced prospectus disclosure regarding breakpoint discounts on front- end sales loads. Comments on the proposed amendments are due by Feb. 13, 2004. (Rels. 33-8347; 34-48939; IC-26298; File No. S7-28-03) COMPLIANCE PROGRAMS OF INVESTMENT COMPANIES AND INVESTMENT ADVISERS On December 17, the Commission adopted new rule 38a-1 under the Investment Company Act of 1940, new rule 206(4)-7 under the Investment Advisers Act of 1940, and amendments to rule 204-2 under the Advisers Act. The new rule and rule amendments require each investment company and investment adviser registered with the Commission to adopt and implement written policies and procedures reasonably designed to prevent violation of the federal securities laws, review those policies and procedures annually for their adequacy and the effectiveness of their implementation, and designate a chief compliance officer to be responsible for administering the policies and procedures. In the case of an investment company, the chief compliance officer will report directly to the fund board. Investment companies and investment advisers will need to be in compliance with the new requirements on or before October 5, 2004. (Rels. IA-2204; IC-26299) COMMISSION ISSUES FINAL RULE RELATING TO TRANSFER AGENT RECORD RETENTION The Commission is amending its transfer agent record retention rule, Rule 17Ad-7, under the Securities Exchange Act of 1934. The amendments will make clear that registered transfer agents may use electronic, microfilm, and microfiche media as a substitute for hard copy records, including cancelled stock certificates, for purposes of complying with the Commission's transfer agent recordkeeping rules and that a third party on behalf of a registered transfer agent may place into escrow the required software information. Publication of the proposal is expected in the Federal Register during the week of December 22. (Rel. 34-48949) ENFORCEMENT PROCEEDINGS IN THE MATTER OF ALLIANCE CAPITAL MANAGEMENT, L.P. On December 18, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) against Alliance Capital Management, L.P. (Alliance Capital). The Order finds that Alliance Capital breached its fiduciary duty to certain of the mutual funds it managed by allowing "timing capacity" in these mutual funds to known timers in return for or in connection with the timers' investments of "sticky assets" in Alliance Capital managed hedge funds, mutual funds, and other investment vehicles, from which Alliance Capital earned management and performance fees. At their height in 2003, Alliance Capital had over $600 million in approved timing in its mutual funds. The prospectuses for these mutual funds gave the misleading impression that Alliance Capital sought to prevent timing in these mutual funds. In addition, Alliance Capital accommodated timers by lifting a prohibition on futures trading in one mutual fund pursuant to a misleading proxy statement and by providing material nonpublic information about the portfolio holdings of certain mutual funds to at least one of the timers. The Order further finds that Alliance Capital willfully violated Sections 204A, 206(1) and 206(2) of the Investment Advisers Act of 1940 (Advisers Act) and Sections 17(d), 20(a), and 34(b) of the Investment Company Act of 1940 and Rules 17d-1 and 20a-1 thereunder. Based on the above, the Order: (1) requires Alliance Capital to cease and desist from committing or causing any violations and any future violations of Sections 204A, 206(1), and 206(2) of the Advisers Act and Sections 17(d), 20(a), and 34(b) of the Investment Company Act and Rules 17d-1 and 20a-1 thereunder; (2) orders Alliance Capital to pay $150,000,000 in disgorgement and prejudgment interest and a civil money penalty of $100,000,000; and (3) requires Alliance Capital to comply with significant remedial undertakings. Alliance Capital consented to the issuance of the Order without admitting or denying the findings therein. (Rels. IA-2205; IC-26312; File No. 3-11359; Press Rel. 2003- 176) FLORIDA SECURITIES ATTORNEY PLEADS GUILTY TO SECURITIES FRAUD AND CONSPIRACY On December 11, securities attorney Lewis Van Stillman, a resident of Delray Beach, Florida, pled guilty to criminal charges brought by the Fraud Section of the Criminal Division at the Department of Justice. Stillman is also a defendant in a related lawsuit bought by the Commission involving an alleged pump-and-dump scheme designed to capitalize on the 2001 anthrax bio-terrorist attacks in the United States. In the criminal case, Stillman pled guilty to one count of securities fraud and one count of conspiracy based on the same misconduct that led the Commission to take action against him. Under his plea agreement, Stillman agreed to cooperate with Department of Justice and other law enforcement agencies. Stillman also admitted to serving as 2DoTrade's legal counsel and conspiring to fraudulently promote and manipulate 2DoTrade's stock for his personal benefit. Stillman further acknowledged his role in the implementation a "lock-up" agreement that fraudulently restricted the public supply of 2DoTrade stock in order to control and manipulate its price and volume. Finally, Stillman admitted that, in filings he made with the Commission on behalf of 2DoTrade, he made false statements and material omissions that furthered the conspiracy's purpose and the scheme to defraud. Stillman faces a maximum penalty of 15 years in prison and a $1 million fine at sentencing, at a date to be determined later. Additional information can be found in LR-18381 (Sept. 30, 2003). [SEC v. 2DoTrade, Inc., et al., Civil Action Number 3:03-CV-2246-N (Godbey), ND/TX, Dallas Division] (LR-18510) SEC AND U.S. ATTORNEY FILE CHARGES AGAINST FORMER PRESIDENT OF MOTORCAR PARTS & ACCESSORIES, INC. The Commission and the U.S. Attorney's Office for the Central District of California announced today the filing of civil and criminal charges, respectively, against Richard Marks, the former President and Chief Operating Officer of Motorcar Parts and Accessories, Inc. Motorcar, a public company based in Torrance, California, remanufactures automotive alternators and starters. Motorcar's stock previously traded on Nasdaq and now trades on the over-the-counter market. The SEC's civil complaint and the Justice Department's criminal action, filed today in federal district court in Los Angeles, allege that Marks engaged in fraudulent accounting practices and falsified Motorcar's books and records, thereby causing Motorcar to issue false and misleading financial information to the investing public in its 1997 and 1998 Forms 10-K filed with the SEC. Marks, 51, of Los Angeles, has agreed to plead guilty to the criminal charges and, in settlement of the SEC's action, to pay over $1.2 million and to be permanently barred from serving as an officer or director of a public company. The criminal charges against Marks focus on his false inflation of Motorcar's revenues and profitability for fiscal year 1997 by falsely reporting as revenues sales that in fact were shipped after year-end, a practice sometimes known as leaving a period "open." The charges against Marks also stem from a double-counting of inventory in connection with the audit at fiscal year-end 1998. While Motorcar's public accountants were not on the premises, Marks caused Motorcar personnel to move truckloads of goods that had already been counted and included in inventory at one warehouse to another warehouse so that they would be included a second time in the auditors' test counts the following day. By causing the transferred inventory to be double- counted, unbeknownst to the auditors, Marks fraudulently caused the amount of Motorcar's inventory to be materially overstated in Motorcar's financial statements for the fiscal year ended March 31, 1998. The SEC's civil complaint alleges that Marks directed two fraudulent schemes at the end of fiscal years 1997 and 1998 relating to returned alternators and starters and customer credits. First, Marks hid product returns from Motorcar's independent auditor by shipping the returns to offsite storage. After completion of the audit, Marks allowed the returns to be checked into inventory. Second, Marks caused Motorcar to understate its reserve for returns and to delay issuing credits to customers by directing his staff to prepare false schedules for the auditor that supported an understated reserve for credits that the company had not yet processed. The SEC's complaint further alleges that Marks lied to Motorcar's independent auditors when he caused transferred inventory to be double counted. The SEC's complaint alleges that his actions resulted in the company overstating its pre-tax earnings for fiscal year 1997 by $3,391,000, or 59.8%, and for fiscal year 1998 by $3,576,000, or 49.6%; that the overstated earnings figures were reported to the public in Motorcar's annual reports on Form 10-K; and that Motorcar included its false 1997 financial statements in a registration statement filed with the SEC in October 1997 for an offering that raised $19.8 million. The SEC charged Marks with violations or aiding and abetting violations of the antifraud, corporate reporting, books and records, internal controls, and lying to the auditor provisions of the federal securities laws. Specifically, Marks was charged with violating or aiding and abetting violations of Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13b2-1 and 13b2-2. Marks simultaneously settled the SEC's action without admitting or denying the complaint's allegations. As part of his settlement, Marks agreed (1) to be permanently enjoined from committing future violations of the charged provisions of the federal securities laws, (2) to pay disgorgement of $651,500, consisting of 1997 and 1998 bonuses of $254,000 and $397,500 in ill-gotten gains from his sale of Motorcar stock, as well as prejudgment interest of $239,188, (3) to pay a $330,000 civil penalty, and (4) to be permanently barred from serving as an officer or director of a public company. In the related criminal case, Marks agreed to plead guilty to a two- count information charging him with making false statements in two Form 10-K reports that were filed with the SEC. In a plea agreement filed this morning, Marks admitted that he directed Motorcar employees to engage in fraudulent accounting practices and to falsify Motorcar's books and records, thereby causing false and misleading statements to be made to the investing public about Motorcar's income. The two charges against Marks each carry a maximum possible penalty of 10 years in federal prison and a $1 million fine. On Sept. 18, 2002, the U.S. Attorney's Office for the Central District of California filed criminal charges against Peter Bromberg, Motorcar's former CFO, relating to his role in directing Motorcar employees to engage in fraudulent accounting practices and in causing false and misleading statements to be made to the investing public about Motorcar's revenues and income. Bromberg has pled guilty to these criminal charges and is awaiting sentencing. Also on Sept. 18, 2002, the SEC filed a civil suit against Motorcar and Bromberg arising out of the SEC's investigation into Motorcar's financial statements and reporting practices for fiscal years 1997 and 1998. Both Motorcar and Bromberg have settled the SEC's action. The civil case was investigated by the SEC. The criminal case was investigated by the U.S. Attorney's Office in Los Angeles, the Federal Bureau of Investigation, and the U.S. Postal Inspection Service. [SEC v. Richard Marks, Civil Action No. CV 03-9196 CBM (MCx) CDCA] (LR-18511; AAE Rel. 1925) FORMER MCA VICE PRESIDENT OF PORTFOLIO MANAGEMENT, PREVIOUSLY SUED BY SEC FOR INVOLVEMENT IN MCA FINANCIAL AND OFFERING FRAUD, SENTENCED TO PRISON TERM AND RESTITUTION The Commission announced that on December 17 the Honorable Judge John Feikens of the U.S. District Court for the Eastern District of Michigan sentenced Kevin Lasky, former Vice President of Portfolio Management of MCA Financial Corporation (MCA), to two years in prison for his involvement in a fraudulent scheme perpetrated by MCA. Judge Feikens also ordered Keith Pietila to pay $128 million in restitution. Previously, in May 2002, Lasky pled guilty to one count of wire fraud. Lasky and Patrick Quinlan, Lee Wells, Pietila, Alexander Ajemian, John O'Leary and Cheryl Swain are the defendants in a pending civil injunctive action filed by the Commission on April 23, 2002, in the U.S. District Court for the Eastern District of Michigan arising out of MCA's alleged violations of the antifraud, reporting and other provisions of the federal securities laws. The Complaint alleges that MCA was a mortgage banking company headquartered in Southfield and Troy, Michigan that engaged in a financial and offering fraud in connection with two different types of securities. First, the complaint alleges that MCA sold $71 million of securitized interests in pools of mortgage loans from 1994 through 1999 while knowingly misrepresenting the risk, rate of return and historical performance of the interests in the offering materials. The complaint alleges that, as a result, investors lost at least $49 million. Second, the complaint alleges that MCA engaged in the fraudulent sale of $19 million in debentures between 1994 and 1999 by including financial statements that materially inflated its assets, income and equity in registration statements and annual and quarterly reports filed with the Commission. The complaint further alleges that MCA materially inflated its assets, income and equity by improperly: (1) recognizing gains on sale of real estate to related parties; (2) valuing certain mortgages held for resale; (3) failing to disclose related party mortgages held for resale; (4) failing to write down uncollectible related party receivables; and (5) failing to disclose MCA's potential liability in connection with the fraudulent sale of the securitized interests in pools of mortgage loans. The complaint alleges that as a result, investors in the debentures lost all $19 million invested. The complaint alleges, among other things, that Lasky and the other six defendants violated, or aided and abetted violations of, the antifraud provisions of the federal securities laws as a result of their involvement in MCA's fraudulent sale of securities. The complaint seeks, among other things, injunctive relief and civil penalties against Lasky and the other six defendants. Ajemian and Pietila also have pled guilty to federal criminal charges arising out of MCA's fraudulent scheme and have been sentenced. Ajemian was sentenced to 37 months in prison and ordered to pay $256 million in restitution. Pietila was sentenced to 48 months in prison and ordered to pay $256 million in restitution. Wells and Swain have pled guilty to federal criminal charges arising out of MCA's fraudulent scheme but have not been sentenced yet. Quinlan and O'Leary were indicted on federal criminal charges of conspiracy, mail fraud, wire fraud, bank fraud and making false statements to the Commission arising out of MCA's fraudulent scheme on June 23, 2002. The trial of Quinlan and O'Leary is scheduled to begin in April 2004. In addition, the Michigan Attorney General's Office has filed state felony securities fraud charges against Quinlan, Wells, Pietila and Ajemian. The Commission wishes to thank the Office of the U.S. Attorney for the Eastern District of Michigan for its assistance and cooperation in this matter. [U.S. v. Kevin Lasky, et al., Case No. 01-80514, ED Mich., Judge Feikens]; [SEC v. Kevin Lasky, et al., Case No. 02-60082, USDC, E.D. Mich., Judge Battani] (LR-18512; AAE Rel. 1926) COURT ISSUES PRELIMINARY INJUNCTION IN CONNECTION WITH $48 MILLION SECURITIES FRAUD On December 17, the Honorable Kent J. Dawson, U.S. District Judge for the District of Nevada, issued a preliminary injunction in connection with a $48 million Ponzi-like investment scheme that had been operated by Connie S. Farris (Farris), age 59, of Henderson, Nevada; Dawn M. Reese (Reese), age 45, of Las Vegas, Nevada; and three entities owned or controlled by Farris: Global Express Capital Real Estate Investment Fund I, LLC (Fund), Global Express Capital Mortgage Corp. (GECM), and Global Express Securities, Inc. (GE Securities), a Las Vegas-based broker- dealer. The Court: (1) granted the Commission's request for a preliminary injunction; (2) appointed a permanent receiver; (3) continued a freeze on certain defendants' assets; (4) prohibited the destruction of documents by the defendants; and (5) ordered accountings from the defendants. The Fund is headquartered in Las Vegas, Nevada. GECM, which is headquartered in Billings, Montana, was the sole manager of the Fund and was responsible for all of the Fund's activities. GE Securities, which is headquartered in Las Vegas, Nevada, is registered with the Commission as a broker-dealer. It offered and sold investments in the Fund; it did not offer or sell any other securities. Farris, through a holding company, is the sole shareholder of GECM and GE Securities. She also is the sole officer and director of GECM. Reese is the president of GE Securities. The Commission's complaint, filed on December 4, alleges that, beginning in late 2001, the defendants offered and sold interests in the Fund, which purported to pool investor funds to purchase interests in mortgage loans and trust deeds and to pay regular monthly returns to investors from the interest earned from the Fund's investments. Prior to being temporarily enjoined on December 4, the Fund raised at least $48 million from about 600 investors nationwide. The defendants promised, and actually paid to investors, a return on their investments equal to at least 12% annually. The complaint alleges that, contrary to the defendants' representations, the Fund was not generating sufficient interest income to pay the monthly distributions it was making to investors and, in fact, was operating as a Ponzi-like investment scheme. The defendants were funding the monthly investor distributions with cash from new investors as well as with capital contributions from Farris and GECM and proceeds from the sale of non-cash assets of the Fund. In addition, the complaint alleges that the Fund, aided and abetted by Farris, filed with the Commission materially false and misleading quarterly reports that misrepresented the financial condition of the Fund. The Commission obtained a preliminary injunction enjoining the defendants from committing securities fraud in violation of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The order also preliminarily enjoins GE Securities from committing securities fraud in violation of Section 15(c) of the Exchange Act. The order further preliminarily enjoins the Fund from violating, and Farris from aiding and abetting violations of, the reporting requirements of Section 15(d) of the Exchange Act and Rules 12b-20 and 15d-13 thereunder, and preliminarily enjoins Farris from violating the certification requirements of Rule 15d-14 under the Exchange Act. The Court also ordered a continued freeze on the assets of the Fund, GECM and GE Securities and appointed James H. Donell as a permanent receiver over each of the entities. In addition to the preliminary relief granted by the Court, the Commission seeks a final judgment against the defendants enjoining them from future violations of the foregoing antifraud, reporting and certification provisions, ordering them to disgorge all ill-gotten gains, and assessing civil penalties against them. The Commission also seeks an order prohibiting Farris from acting as an officer or director of any public company. [SEC v. Global Express Capital Real Estate Investment Fund I, LLC, Global Express Capital Mortgage Corp., Global Express Securities, Inc., Connie S. Farris and Dawn M. Reese, Civil Action No. CV-S-03-1514-KJD (LRL) D. Nev.] (LR-18513) INVESTMENT COMPANY ACT RELEASES JOHN HANCOCK BANK AND THRIFT OPPORTUNITY FUND An order has been issued on an application filed by John Hancock Bank and Thrift Opportunity Fund (Fund) granting an exemption from Section 19(b) of the Investment Company Act and Rule 19b-1 under the Act. The order permits the Fund to make periodic distributions of long-term capital gains, as often as monthly, on its outstanding common stock so long as it maintains in effect a distribution policy calling for regular periodic distributions of a minimum fixed percentage of net asset value or a fixed dollar amount each taxable year. (Rel. IC-26295 - December 16) FIRST TRUST PORTFOLIOS L.P., ET AL. An order has been issued on an application filed by First Trust Portfolios L.P. and FT Series, under Section 12(d)(1)(J) of the Investment Company Act granting an exemption from Sections 12(d)(1)(A), (B) and (C) of the Act and under Sections 6(c) and 17(b) of the Act granting an exemption from Section 17(a) of the Act. The order permits certain registered unit investment trusts to acquire shares of registered management investment companies and unit investment trusts both within and outside the same group of investment companies. (Rel. IC-26297 - December 17) ORDERS OF DEREGISTRATION UNDER THE INVESTMENT COMPANY ACT Orders have been issued under Section 8(f) of the Investment Company Act declaring that each of the following has ceased to be an investment company: The First Philippine Fund Inc. [File No. 811-5902] (Rel. IC -26300 - December 17) Morgan Stanley Strategic Adviser Fund Inc. [File No. 811-8303] (Rel. IC -26301 - December 17) Aon Funds [File No. 811-6422] (Rel. IC -26302 - December 17) Venus Series Trust [File No. 811-9717] (Rel. IC -26303 - December 17) SmithGraham Institutional Funds [File No. 811-21112] (Rel. IC -26304 - December 17) Credit Suisse Investment Grade Bond Fund, Inc. [File No. 811-5600] (Rel. IC -26305 - December 17) St. Clair Funds, Inc. [File No. 811-4038] (Rel. IC -26306 - December 17) The Munder Funds Trust [File No. 811-5899] (Rel. IC -26307 - December 17) Credit Suisse Institutional International Fund, Inc. [File No. 811-8933] (Rel. IC -26308 - December 17) Credit Suisse Global Health Sciences Fund, Inc. [File No. 811-7901] (Rel. IC -26309 - December 17) Credit Suisse Global Technology Fund, Inc. [File No. 811-8935] (Rel. IC -26310 - December 17) Oppenheimer Concentrated Growth Fund [File No. 811-10047] (Rel. IC -26311 - December 17) SELF- REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES The Options Clearing Corporation filed a proposed rule change (SR-OCC- 2003-05) under Section 19(b)(3)(A) of the Securities Exchange Act. The proposed rule change, which became effective on filing, modifies OCC's assignment methodology for S&P 100 index options from random to pro rata. Publication of the proposal is expected in the Federal Register during the week of December 15. (Rel. 34-48908) The National Securities Clearing Corporation filed a proposed rule change (SR-NSCC-2003-16), which became effective upon filing under Section 19(b)(3)(A) of the Securities Exchange Act. The proposed rule change adds a new Rule 31 to NSCC's Rules and amends miscellaneous other provisions of NSCC's Rules as they pertain to data services only members. Publication of the proposal is expected in the Federal Register during the week of December 15. (Rel. 34-48909) A proposed rule change (SR-NASD-2003-177) filed by the National Association of Securities Dealers relating to technical amendments to NASD Interpretive Material 3130 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 December 22. (Rel. 34-48930) A proposed rule change (SR-NASD-2003-186) filed by National Association of Securities Dealers relating to the administration of qualification examinations for security futures has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934 and Rule 19b- 4(f)(6), thereunder. Publication of the proposal is expected in the Federal Register during the week of December 22. (Rel. 34-48932) A proposed rule change (SR-NASD-2003-171) filed by the National Association of Securities Dealers, through its subsidiary, the Nasdaq Stock Market, Inc. to modify CAES and ITS pricing 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 December 22. (Rel. 34-48935) A proposed rule change filed by the American Stock Exchange to correct a numerical error on a previously approved proposed rule change (SR-Amex- 2003-109) 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 December 22. (Rel. 34-48937) A proposed rule change filed by the National Association of Securities Dealers to reduce fees for the use of the Automated Confirmation Transaction Service (ACT) (SR-NASD-2003-170) 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 December 22. (Rel. 34-48938) APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change (SR-NASD-2002-168), and Amendment No. 1, and granted accelerated approval of Amendment No. 2 to the proposed rule change, all of which were submitted by the National Association of Securities Dealers relating to the Expungement of Customer Dispute Information From the Central Registration Depository System. (Rel. 34-48933) The Commission granted approval to a proposed rule change (SR-NYSE-2003- 34) submitted by the New York Stock Exchange relating to the amendment and restatement of the Constitution of the Exchange to reform the governance and management architecture of the Exchange. Publication of the proposal is expected in the Federal Register during the week of December 22. (Rel. 34-48946) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-PCX-2003-54), on an accelerated basis, filed by the Pacific Exchange to amend PCXE Rule 7.37(d) relating to the routing of orders to away market centers or market participants. (Rel. 34-48934) WITHDRAWALS SOUGHT A notice has been issued giving interested persons until Jan. 9, 2004, to comment on the application DepoMed, Inc. to withdraw its common stock, no par value, from listing and registration on the American Stock Exchange. (Rel. 34-48941) A notice has been issued giving interested persons until Jan. 8, 2004, to comment on the application Vasogen Inc. to withdraw its common stock, no par value, from listing and registration on the American Stock Exchange. (Rel. 34-48942) A notice has been issued giving interested persons until Jan. 9, 2004, to comment on the application Bio-Imaging Technologies, Inc. to withdraw its common stock, $.00025 par value, from listing and registration on the American Stock Exchange. (Rel. 34-48943) A notice has been issued giving interested persons until Jan. 9, 2004, to comment on the application GB Holdings, Inc. and its affiliates, Greate Bay Hotel and Casino, Inc. and GB Property Funding Corp., to withdraw their 11% Notes (due 2005) from listing and registration on the American Stock Exchange. (Rel. 34-48944) 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-3 KIRKLANDS INC, 805 NORTH PKWY, JACKSON, TN, 38305, 9016882444 - 4,517,604 ($90,668,312.28) Equity, (File 333-111245 - Dec. 17) (BR. 02) S-8 MAXIMUM DYNAMICS INC, 2 N CASCADE AVE, STE 1100, COLORADO SPRINGS, CO, 80903, 7193811728 - 4,120,000 ($978,500.00) Equity, (File 333-111246 - Dec. 17) (BR. 03) S-8 PROCOREGROUP INC, 2250 WARRENSVILLE CENTER ROAD, UNIVERSITY HEIGHTS, OH, 44118, 8883709654 - 2,506,000 ($1,115,170.00) Equity, (File 333-111247 - Dec. 17) (BR. 05) S-3 ANTEON INTERNATIONAL CORP, 3211 JERMANTOWNE ROAD, SUITE 700, FAIRFAX, VA, 22030-2801, (703) 246-0200 - 11,105,490 ($391,912,742.00) Equity, (File 333-111249 - Dec. 17) (BR. 03) S-1 SPS SPINCO INC, 6501 WILLIAM CANNON DRIVE, AUSTIN, TX, 78735, 5128952000 - 0 ($2,000,000,000.00) Equity, (File 333-111250 - Dec. 17) (BR. 36) S-8 GEOCOM RESOURCES INC, 114 WEST MAGNOLIA ST., SUITE 413, BELLINGHAM, WA, 98225, 3603922898 - 1,700,000 ($2,541,500.00) Equity, (File 333-111251 - Dec. 17) (BR. 04) S-8 EXPLORATIONS GROUP INC, 2500 NORTH MILITARY TRAIL, SUITE 225 D, BOCA RATON, FL, 33431, 5619982032 - 300,000 ($66,000.00) Equity, (File 333-111252 - Dec. 17) (BR. 05) S-8 VITAL IMAGES INC, 3300 FERNBROOK LANE N, #200, PLYMOUTH, MN, 55447-5341, 7638524100 - 0 ($9,576,000.00) Equity, (File 333-111253 - Dec. 17) (BR. 03) S-8 MINEFINDERS CORP LTD, 1 DUNDAS ST WEST STE 2402 BOX 13, TORONTO ONTARIO M5S, A6, 00000, 1,110,138 ($8,983,607.45) Equity, (File 333-111255 - Dec. 17) (BR. 04) N-2 OFI TREMONT CORE DIVERSIFIED HEDGE FUND, 6803 SOUTH TUCSON WAY, CENTENNIAL, CO, 80112-3924, 303-768-3200 - 465,116 ($500,000,000.00) Other, (File 333-111256 - Dec. 17) (BR. 16) N-2 OFI TREMONT MARKET NEUTRAL HEDGE FUND, 6803 SOUTH TUSCON WAY, CENTENNIAL, CO, 80112-3924, 303-768-3200 - 467,289 ($500,000,000.00) Other, (File 333-111257 - Dec. 17) (BR. 16) S-8 TIFFANY & CO, 727 FIFTH AVE, NEW YORK, NY, 10022, 2122305317 - 4,000,000 ($173,820,000.00) Equity, (File 333-111258 - Dec. 17) (BR. 02) S-1 BRISTOL WEST HOLDINGS INC, 0 ($300,000,000.00) Equity, (File 333-111259 - Dec. 17) (BR. 01) S-1 PDC 2004-2006 DRILLING PROGRAM, 103 E MAIN STREET, BRIDGEPORT, WV, 26330, 3048423597 - 20,000 ($400,000,000.00) Limited Partnership Interests, (File 333-111260 - Dec. 17) (BR. 04) S-3 CAPITAL TRUST INC, 410 PARK AVENUE, 14TH FLOOR, NEW YORK, NY, 10022, 2126550220 - 0 ($300,000,000.00) Unallocated (Universal) Shelf, (File 333-111261 - Dec. 17) (BR. 08) S-8 SONGZAI INTERNATIONAL HOLDING GROUP INC, 5628 HALIFAX RD., ARCADIA, CA, 91007, (954)975-5643 - 2,200,000 ($440,000.00) Equity, (File 333-111262 - Dec. 17) (BR. 08) S-8 X RITE INC, 3100 44TH ST SW, GRANDVILLE, MI, 49418, 6165347663 - 2,000,000 ($22,040,000.00) Equity, (File 333-111263 - Dec. 17) (BR. 36) S-8 X RITE INC, 3100 44TH ST SW, GRANDVILLE, MI, 49418, 6165347663 - 600,000 ($6,612,000.00) Equity, (File 333-111264 - Dec. 17) (BR. 36) S-4 PREMCOR REFINING GROUP INC, 8182 MARYLAND AVE, C/O MILTON BURMASTER, ST LOUIS, MO, 63105-3721, 3148549696 - 0 ($385,000,000.00) Non-Convertible Debt, (File 333-111265 - Dec. 17) (BR. 04) S-3 TIPPINGPOINT TECHNOLOGIES INC, 7501B NORTH CAPITAL OF TEXAS HIGHWAY, AUSTIN, TX, 78731, 5126818450 - 0 ($44,327,450.93) Equity, (File 333-111266 - Dec. 17) (BR. 03) S-8 TRIMEDYNE INC, 15091 BAKE PARKWAY, IRVINE, CA, 92619, 7145595300 - 3,342,071 ($3,442,333.00) Equity, (File 333-111267 - Dec. 17) (BR. 36) SB-2 BANK HOLDINGS, 9990 DOUBLE R BLVD, RENO, NV, 89521, 7758538600 - 0 ($20,493,000.00) Equity, (File 333-111268 - Dec. 17) (BR. 07) S-3 SEATTLE GENETICS INC /WA, 21823 30TH DRIVE SE, SUITE, BOTHELL, WA, 98021, 4255274000 - 0 ($75,000,000.00) Equity, (File 333-111269 - Dec. 17) (BR. 01) S-3 OVERLAND STORAGE INC, 4820 OVERLAND AVENUE, SAN DIEGO, CA, 92123, 8585715555 - 0 ($2,438,064.00) Equity, (File 333-111270 - Dec. 17) (BR. 03) SB-2 AMERICAN BANK HOLDINGS INC, 0 ($8,625,000.00) Equity, (File 333-111271 - Dec. 17) (BR. 07) S-3 AEROGEN INC, 2071 STIERLIN COURT, MOUNTAIN VIEW, CA, 94043, 650 864-7300 - 0 ($1,106,707.14) Equity, (File 333-111272 - Dec. 17) (BR. 36) S-3 GENOME THERAPEUTICS CORP, 1OO BEAVER ST, WALTHAM, MA, 02453, 7813982300 - 11,000,000 ($34,925,000.00) Equity, (File 333-111273 - Dec. 17) (BR. 01) S-8 HY TECH TECHNOLOGY GROUP INC, 1840 BOY SCOUT DRIVE, FORT MEYERS, FL, 33907, 2392784111 - 500,000 ($30,000.00) Equity, (File 333-111274 - Dec. 17) (BR. 08) S-8 OVERLAND STORAGE INC, 4820 OVERLAND AVENUE, SAN DIEGO, CA, 92123, 8585715555 - 0 ($27,427,748.00) Equity, (File 333-111275 - Dec. 17) (BR. 03) S-3 CONVERA CORP, 1921 GALLOWS ROAD SUITE 200, VIENNA, VA, 22182, 7037615254 - 4,714,111 ($17,442,211.00) Equity, (File 333-111276 - Dec. 17) (BR. 03) S-8 WINTRUST FINANCIAL CORP, 727 N BANK LANE, LAKE FOREST, IL, 60045, 8476154096 - 53,675 ($2,379,950.00) Equity, (File 333-111277 - Dec. 17) (BR. 07) S-4 ALABAMA NATIONAL BANCORPORATION, 1927 FIRST AVENUE NORTH, BIRMINGHAM, AL, 35209, 2055833600 - 0 ($8,682,000.00) Equity, (File 333-111278 - Dec. 17) (BR. 07) S-8 MICHIGAN HERITAGE BANCORP INC, 21211 HAGGERTY RD, NOVI, MI, 48375-5306, 8103800779 - 0 ($701,250.00) Equity, (File 333-111279 - Dec. 17) (BR. 07) 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 --------------------------------------------------------------------------------------------- 1 800 CONTACTS INC DE X X 12/08/03 1ST SOURCE CORP IN X X 12/17/03 3COM CORP DE X X 12/17/03 3D SYSTEMS CORP DE X X 11/24/03 ABN AMRO MORTGAGE CORP DE X X 11/10/03 ACTUANT CORP WI X 12/17/03 ALKERMES CLINICAL PARTNERS LP DE X 12/17/03 AMARU INC NV X X 11/22/03 AMERICAN ACCESS TECHNOLOGIES INC FL X 12/04/03 AMERICAN ELECTRIC POWER CO INC NY X X 12/16/03 AMERICAN FINANCIAL GROUP INC OH X X 12/17/03 AMERICAN HOME MORTGAGE INVESTMENT COR MD X X 12/03/03 AMERICAN HOMEPATIENT INC DE X X 12/15/03 AMERICAN RECREATIONAL ENTERPRISES INC NV X X X 10/10/03 AMEND AMERIVEST PROPERTIES INC MD X 12/17/03 ARENA PHARMACEUTICALS INC DE X X 12/16/03 ASSET-BACKED PASS-THROUGH CERTIFICATE X X X 12/16/03 AT&T CORP NY X 12/11/03 ATLANTIS BUSINESS DEVELOPMENT CORP DE X 12/16/03 AUTHENTIDATE HOLDING CORP DE X X 12/17/03 AVANIR PHARMACEUTICALS CA X X 12/16/03 AVITAR INC /DE/ DE X X X 12/16/03 AXCESS INTERNATIONAL INC/TX DE X X 12/16/03 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 12/17/03 BARNWELL INDUSTRIES INC DE X 12/16/03 BEAR STEARNS COMPANIES INC DE X X 12/17/03 BEAR STEARNS COMPANIES INC DE X X 12/15/03 BIGGEST LITTLE INVESTMENTS LP DE X 12/17/03 BUCKEYE TECHNOLOGIES INC DE X 12/16/03 BUSINESS BANCORP /CA/ CA X X 12/17/03 BYTEWATCH TECHNOLOGIES INC NJ X 06/06/03 C-CHIP TECHNOLOGIES CORP NV X 12/16/03 CABOT CORP DE X X 12/16/03 CADIZ INC DE X X 12/16/03 CAPITOL FEDERAL FINANCIAL X X 12/16/03 CARMAX INC VA X 12/17/03 CASCADE CORP OR X X 12/10/03 CELTRON INTERNATIONAL INC NV X 12/11/03 CENTENNIAL COMMUNICATIONS CORP /DE DE X 12/17/03 CFB BANCSHARES INC TN X 12/12/03 AMEND CHAMPIONSHIP AUTO RACING TEAMS INC DE X X 12/16/03 CHANDLER USA INC OK X X 12/01/03 CHECKFREE CORP \GA\ DE X X 12/16/03 CHINA XIN NETWORK MEDIA CORP FL X X 12/02/03 CIRCUIT CITY STORES INC VA X 12/17/03 CITIGROUP MORTGAGE LOAN TRUST INC X X 12/17/03 COACH INC MD X 12/12/03 COCA COLA ENTERPRISES INC DE X X 12/16/03 COGNOS INC CA X 12/17/03 COHESANT TECHNOLOGIES INC DE X X 12/17/03 COMMERCE ONE INC / DE/ DE X X X 12/10/03 COMMERCIAL METALS CO DE X X 12/17/03 COMMERCIAL MORTGAGE PASS THROUGH CERT DE X 12/01/03 CONSTAR INTERNATIONAL INC DE X 12/16/03 CONTANGO OIL & GAS CO DE X 12/15/03 CORNERSTONE BANCORP INC CT X 12/17/03 COVISTA COMMUNICATIONS INC NJ X X 12/15/03 CROWN FINANCIAL GROUP INC NJ X X 12/16/03 CROWN RESOURCES CORP WA X 12/16/03 CUNO INC DE X X 12/15/03 DATAMEG CORP NY X X 12/17/03 DATAMEG CORP NY X X 12/17/03 DDI CORP CA X X 12/02/03 DECORIZE INC DE X X 12/17/03 DEUTSCHE ALT A SECURITIES INC MORT LO X X 11/25/03 DIGITAL THEATER SYSTEMS INC DE X X 12/17/03 DUCKWALL ALCO STORES INC KS X 12/17/03 DURATEK INC DE X X 12/16/03 DURATEK INC DE X X 12/16/03 E TRADE FINANCIAL CORP DE X 12/17/03 EAST PENN FINANCIAL CORP X X 12/16/03 EASTMAN KODAK CO NJ X 12/16/03 ECOLOGY & ENVIRONMENT INC NY X X 10/31/03 EFUNDS CORP DE X X 12/11/03 EMPIRE DISTRICT ELECTRIC CO KS X X 12/17/03 ENCORE MEDICAL CORP DE X X X 12/16/03 ENTERPRISE PRODUCTS PARTNERS L P DE X X 12/17/03 EPIX MEDICAL INC X X 12/16/03 ESB FINANCIAL CORP PA X X 12/17/03 EVERTRUST FINANCIAL GROUP INC WA X X 12/16/03 EVOLVING SYSTEMS INC DE X 12/10/03 FASTNET CORP PA X X 12/16/03 FEDEX CORP DE X X 12/17/03 FIRST CANADIAN AMERICAN HOLDING CORP DE X X X 11/17/03 FIRST INDIANA CORP IN X X 12/17/03 FIRST UNION COMMERCIAL MORTGAGE PASS NC X 12/01/03 FLEETWOOD ENTERPRISES INC/DE/ DE X X 12/15/03 FMC CORP DE X 12/15/03 FRANKLIN AUTO TRUST 2003-2 DE X 12/17/03 FRESH BRANDS INC X 12/17/03 GAMES INC DE X X 12/16/03 GE COMMERCIAL MORT PASS THROUGH CERTS DE X 12/01/03 GENERAL MILLS INC DE X X 12/17/03 GENOME THERAPEUTICS CORP MA X 12/15/03 GLOBAL ENTERTAINMENT HOLDINGS/EQUITIE CO X X 12/17/03 GLOBAL INNOVATIVE SYSTEMS INC NV X X 11/12/03 GMAC COMMERCIAL MORTGAGE SECURITIES I DE X 12/01/03 GREATER COMMUNITY BANCORP NJ X X 12/17/03 HALLIBURTON CO DE X 12/15/03 HALLIBURTON CO DE X 12/15/03 HALLIBURTON CO DE X 12/15/03 HEIDRICK & STRUGGLES INTERNATIONAL IN DE X X 12/17/03 HEPALIFE TECHNOLOGIES INC FL X X 12/17/03 HERITAGE PROPANE PARTNERS L P DE X X 11/07/03 HERITAGE PROPERTY INVESTMENT TRUST IN MD X X 12/17/03 HYUNDAI ABS FUNDING CORP DE X X 11/07/03 HYUNDAI ABS FUNDING CORP DE X X 12/10/03 IDI GLOBAL INC NV X X X 10/03/03 AMEND IMH ASSETS CORP DE X X 12/17/03 INPUT OUTPUT INC DE X X X 12/17/03 INTERNATIONAL LOTTERY & TOTALIZATOR S CA X 12/16/03 INVERNESS MEDICAL INNOVATIONS INC DE X X 12/10/03 ISONICS CORP CA X X 12/15/03 ITT INDUSTRIES INC IN X 12/17/03 ITXC CORP NJ X 12/16/03 IWT TESORO CORP NV X 12/17/03 JABIL CIRCUIT INC DE X 12/17/03 JONES APPAREL GROUP INC PA X X 12/17/03 JP MORGAN CHASE COM MORT SEC CORP PS DE X 12/01/03 JP MORGAN CHASE COM SEC CORP PASS THR DE X 12/01/03 KANSAS CITY SOUTHERN DE X X 12/16/03 KERR MCGEE CORP /DE DE X X 12/17/03 KROLL INC DE X 12/10/03 KUSHNER LOCKE CO CA X 12/16/03 L 3 COMMUNICATIONS HOLDINGS INC DE X X 12/16/03 LABORATORY CORP OF AMERICA HOLDINGS DE X X 12/17/03 LACROSSE FOOTWEAR INC WI X X 12/16/03 LAIDLAW INTERNATIONAL INC DE X X 12/16/03 LCA VISION INC DE X 12/17/03 LEHMAN BROTHERS HOLDINGS INC DE X X 12/17/03 LENNAR CORP /NEW/ DE X X 12/15/03 MAIN STREET TRUST INC IL X X 12/17/03 MAINSOURCE FINANCIAL GROUP IN X X 12/16/03 MALAN REALTY INVESTORS INC MI X X 12/11/03 MARKWEST HYDROCARBON INC DE X X 12/02/03 MAXIM PHARMACEUTICALS INC DE X 12/16/03 MCDONALDS CORP DE X X 12/15/03 MDC HOLDINGS INC DE X 12/17/03 MDU RESOURCES GROUP INC DE X X 12/16/03 MELLON FINANCIAL CORP PA X X 12/16/03 MERCER INTERNATIONAL INC WA X X 12/16/03 MERRILL LYNCH & CO INC DE X X 12/17/03 MERRILL LYNCH DEPOSITOR INC PREFERRED NY X X 12/15/03 MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 12/15/03 MERRILL LYNCH DEPOSITOR PREFERREDPLUS DE X X 12/15/03 MFA MORTGAGE INVESTMENTS MD X X X 12/17/03 MICHELEX CORP UT X 07/23/03 MILLER HERMAN INC MI X X 12/17/03 MORGAN STANLEY DEAN WITTER CAPITAL TR DE X 12/01/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 12/15/03 MS STRUCTURED ASSET CORP DE X 12/01/03 NATIONAL BEVERAGE CORP DE X X 12/17/03 NATIONAL CITY AUTO RECEIVABLES TRUST DE X X 12/15/03 NATIONAL CITY CREDIT CARD MASTER TRUS X X 12/15/03 NAVARRE CORP /MN/ MN X X 12/16/03 NAVIDEC INC CO X 08/19/03 NAVISTAR FINANCIAL SECURITIES CORP DE X 10/31/03 NB&T FINANCIAL GROUP INC OH X 12/16/03 NEIGHBORCARE INC PA X X 12/10/03 NEW CENTURY MORTGAGE SECURITIES INC DE X X 12/17/03 NORFOLK SOUTHERN CORP VA X X 12/16/03 NORTH BAY BANCORP/CA CA X X 11/24/03 NORTHEAST UTILITIES SYSTEM MA X 12/16/03 NUTRA PHARMA CORP CA X 12/11/03 ONYX ACCEPTANCE CORP DE X X 12/10/03 OURPETS CO CO X 12/12/03 PACIFIC REALM INC DE X 10/02/03 AMEND PANAMSAT CORP /NEW/ DE X 12/04/03 PAPA JOHNS INTERNATIONAL INC DE X 12/16/03 PATHMARK STORES INC DE X X 12/16/03 PEOPLES BANCORP INC OH X 12/17/03 PIEDMONT NATURAL GAS CO INC NC X X 12/16/03 PIER 1 IMPORTS INC/DE DE X X 12/16/03 PLAINS ALL AMERICAN PIPELINE LP DE X X X 12/16/03 PLAINS ALL AMERICAN PIPELINE LP DE X X 12/16/03 PNM RESOURCES INC NM X 12/17/03 PNM RESOURCES INC NM X 11/30/03 PPL MONTANA LLC DE X X 12/16/03 PRIMARY PDC INC DE X X 12/17/03 PRIMESOURCE HEALTHCARE INC MA X 12/11/03 PROGRESS SOFTWARE CORP /MA MA X X 12/17/03 PROVINCE HEALTHCARE CO DE X 12/12/03 PSB HOLDINGS INC /WI/ WI X X 12/17/03 QUALCOMM INC/DE DE X X 12/02/03 RAND CAPITAL CORP NY X X 12/11/03 RAYONIER INC NC X X 12/17/03 REGENCY EQUITIES CORP DE X X 12/16/03 RENAL CARE GROUP INC DE X X 12/11/03 RESIDENTIAL ACCREDIT LOANS INC DE X X 12/17/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 12/17/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 12/17/03 REVA INC CO X X X 12/15/03 AMEND ROCK OF AGES CORP DE X X 12/17/03 SAVANNAH ELECTRIC & POWER CO GA X X 12/10/03 SBM CERTIFICATE CO MN X X 12/02/03 SCHOLASTIC CORP DE X X 12/17/03 SCOTTISH RE GROUP LTD E9 X 12/17/03 SEALANT SOLUTIONS INC DE X X 11/24/03 SECURITY CAPITAL CORP/DE/ DE X 10/03/03 AMEND SEGWAY V CORP NJ X 07/10/03 SEVERN BANCORP INC MD X 12/16/03 SHIRE PHARMACEUTICALS GROUP PLC X X 12/17/03 SILICON GRAPHICS INC DE X X 12/15/03 SIMMONS FIRST NATIONAL CORP AR X 12/16/03 SKYLINE CORP IN X 12/17/03 SLM FUNDING LLC DE X X 12/11/03 SOLUTIA INC DE X X X 12/17/03 SONIC AUTOMOTIVE INC DE X 12/16/03 SOUTHBORROUGH VENTURES INC X X 12/16/03 SOUTHERN COMMUNITY FINANCIAL CORP NC X X 12/15/03 SPORTSLINE COM INC DE X 12/12/03 STERION INC MN X X 12/16/03 STERIS CORP OH X X 12/17/03 STRAYER EDUCATION INC MD X X 12/03/03 STREICHER MOBILE FUELING INC FL X X 12/17/03 STRUCTURED ASSET SEC CORP MORT PAS TH DE X 09/25/03 SUN MICROSYSTEMS INC DE X 12/17/03 SYS CA X X X 12/10/03 TEAM INC TX X X 12/17/03 TECHNOLOGY FUNDING PARTNERS III L P DE X 12/17/03 TECHNOLOGY FUNDING VENTURE PARTNERS V DE X 12/17/03 TEXTRON INC DE X 12/16/03 TIBCO SOFTWARE INC DE X X 12/17/03 TRANSMETA CORP DE X 12/17/03 TREASURY INTERNATIONAL INC DE X X 12/11/03 TRESTLE HOLDINGS INC DE X 12/17/03 TRINITY LEARNING CORP UT X X 12/16/03 UIL HOLDINGS CORP CT X X 12/17/03 ULTRALIFE BATTERIES INC DE X X 12/17/03 UNITEDGLOBALCOM INC DE X X 12/12/03 UNUMPROVIDENT CORP DE X X 12/16/03 UPC POLSKA INC DE X X 12/16/03 UQM TECHNOLOGIES INC CO X 12/16/03 USAA AUTO OWNER TRUST 2003-1 X 12/15/03 VALENCE TECHNOLOGY INC DE X X 12/12/03 VISTA GOLD CORP X X 12/16/03 WARRANTECH CORP DE X X 12/15/03 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 12/15/03 WCI COMMUNITIES INC X 12/16/03 WESTERBEKE CORP DE X X 12/16/03 WESTERN SIERRA BANCORP CA X X 12/12/03 WINNEBAGO INDUSTRIES INC IA X X 12/17/03 WIZZARD SOFTWARE CORP /CO CO X X 12/17/03 WORLDCOM INC GA X X 12/15/03 WORTHINGTON INDUSTRIES INC OH X 12/17/03 YORK INTERNATIONAL CORP /DE/ DE X X 12/16/03