SEC NEWS DIGEST Issue 2007-79 April 25, 2007 COMMISSION ANNOUNCEMENTS SEC ANNOUNCES NEXT STEPS RELATING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS Following up on its roundtable last month, the Securities and Exchange Commission today announced a series of actions it intends to take relating to the acceptance of financial reporting in International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB). The Commission anticipates issuing a Proposing Release this summer that will request comments on proposed changes to the Commission's rules which would allow the use of IFRS in financial reports filed by foreign private issuers that are registered with the Commission. The approach in the proposed rule would be to give foreign private issuers a choice between IFRS and U.S. GAAP. In addition, the Commission plans a Concept Release relating to issues surrounding the possibility of treating U.S. and foreign issuers similarly in this respect by also providing U.S. issuers the alternative to use IFRS. Comments on both would be due in the fall. "The next steps that the Commission is announcing today will keep us on course with the Roadmap announced in 2005," said SEC Chairman Christopher Cox. Pending public comments on the proposal, "we remain on track to eliminate reconciliation by 2009," Cox added. The Commission's rules currently require that foreign private issuers who report in IFRS, or any other non-U.S. GAAP, provide a reconciliation of those financial statements to U.S. GAAP. The Commission's planned proposal this summer would address eliminating that reconciliation requirement with respect to financial statements filed in IFRS beginning in 2009. This is consistent with the timetable set forth in the Roadmap in 2005. Because the elimination of the reconciliation requirement will permit some, but not all, registrants to have a choice between IFRS and U.S. GAAP, it raises the question whether all registrants should be able to report under either IFRS or U.S. GAAP. The planned Concept Release will permit the Commission to gather more information on this subject. "I am very pleased that the Commission is moving forward in this important area. The actions announced today represent critical steps toward a future regulatory framework in which IFRS may be used on a stand-alone basis by foreign private issuers and possibly also by U.S. issuers," remarked John W. White, Director of the Division of Corporation Finance at the Commission. "The staff will continue our work relating to IFRS so that we are in a position to make a recommendation to the Commission with respect to the elimination of the U.S. GAAP reconciliation requirement in time for the annual reports filed by calendar year foreign private issuers in 2009." "Whether foreign private issuers and ultimately U.S. companies should be permitted to use financial statements prepared using IFRS without the current reconciliation to U.S. GAAP are important policy questions for the Commission and U.S. investors," said Conrad W. Hewitt, the Commission's Chief Accountant. "Mindful of the Roadmap, we are working expeditiously to develop our recommendations for the Commission to consider." (Press Rel. 2007-72) SEC, UK FSA, AND UK FRC SIGN PROTOCOL FOR SHARING INFORMATION ON APPLICATION OF IFRS The Securities and Exchange Commission, the United Kingdom Financial Services Authority (FSA), and the United Kingdom Financial Reporting Council (FRC) signed a protocol today for implementing the Work Plan between the SEC and the Committee of European Securities Regulators to share information on application of International Financial Reporting Standards (IFRS) by issuers listed in the UK and the U.S. (See previous announcement relating to the SEC-CESR Work Plan at http://www.sec.gov/news/press/2006/2006-130.htm.) At separate meetings with the FSA and FRC in London, SEC Chairman Christopher Cox executed the Protocol with UK FSA Chairman Callum McCarthy and UK FRC Chief Executive Paul Boyle to facilitate implementation of the SEC-CESR Work Plan. The information to be shared concerns the application of IFRS in the financial statements of issuers listed in the UK and registered with the SEC. The world's capital markets stand to benefit significantly from widespread acceptance and use of global accounting standards that are high-quality, comprehensive, and rigorously applied. With issuers and investors alike increasingly looking beyond their borders for opportunities to invest and raise capital, they are typically seeking the accuracy, timeliness, and consistency in the reporting of financial information that such standards could provide. Chairman Cox said, "This agreement provides the framework for the confidential exchange of information between the SEC staff and the staff of the FRC, which is charged with reviewing issuers' published financial statements in the UK. High-quality and consistent application of IFRS is critical to the future of global accounting standards. Sharing information under this protocol should help to promote this goal." FRC Chief Executive Boyle said, "This agreement is an important building-block in improving the FRC's effectiveness in promoting confidence in corporate reporting in the UK. Our ability to work more closely with the SEC is in the interests of users and preparers of financial statements of companies listed in both the UK and the USA." Ethiopis Tafara, Director of the SEC's Office of International Affairs, said, "The document signed today represents a continuation of the deepening of the SEC's cooperative arrangements with its counterparts around the world. In view of the growing acceptance of IFRS around the globe, information-sharing and cooperation among regulators is taking on increasing importance. We are extremely pleased to take that next step here today with the UK FSA and FRC, and look forward to agreeing to similar protocols in the remaining CESR member jurisdictions in the coming months." PROTOCOL BETWEEN THE FINANCIAL SERVICES AUTHORITY, UK, THE FINANCIAL REPORTING COUNCIL, UK, AND THE SEC, USA, TO FACILITATE IMPLEMENTATION OF THE CESR-SEC WORK PLAN Background The Financial Services Authority (the "FSA") is a member of the Committee of European Securities Regulators ("CESR"). The Financial Reporting Council (the "FRC") is the UK's independent regulator for corporate reporting and governance. CESR and the US Securities and Exchange Commission ("SEC") concluded on the 2nd August 2006 a Work Plan (the "Work Plan") (CESR ref. 06-434, SEC press release 2006-130) setting out the key objectives of the CESR-SEC Regulatory Dialogue and how to facilitate their realisation. Several areas of work on which CESR and the SEC will cooperate during the course of the next few years are set out in the Work Plan. This protocol ("Protocol") will facilitate the cooperation of the FSA, the FRC and the SEC in the implementation of Section I.C of the Work Plan. Definitions 1. "Authority" means the FSA, FRC, or the SEC. 2. "Designated Authority" means the FRC, which has responsibility for reviewing the financial statements of listed issuers in the United Kingdom. 3. "Providing Authority" means the Authority that provides information to the other Authority under this Protocol. 4. "Receiving Authority" means the Authority that receives information from the other Authority under this Protocol. Contact persons 5. The principal contact persons to this Protocol are the: a. Richard Thorpe, Head of Accounting and Auditing Policy, FSA on the one hand, and b. Ethiopis Tafara, Director of the Office of International Affairs, SEC, on the other. 6. The following persons are the points of contact for implementing Section I.C of the Work Plan and paragraphs 11 through 13 of this Protocol regarding the use of IFRS and US GAAP by internationally active issuers: a. For the FRC Carol Page Director, Panel Operations Tel. +44 (0)20 7492 2460 E-mail: c.page@frc-frrp.org.uk b. For the SEC Craig Olinger Deputy Chief Accountant Division of Corporation Finance Tel. +1 (202) 551-3547 E-mail: olingerc@sec.gov 7. The FSA and the FRC and the SEC shall promptly notify each other of any updates to the contact persons listed in paragraphs 5 and 6. General Principles 8. The timely alert and exchange of information between the Authorities under this Protocol is intended to further the purposes set out in Section I of the Work Plan. 9. This Protocol does not create any legally binding obligations, confer any rights, or supersede domestic laws. 10. An Authority may deny the provision of information requested for the purposes set out in paragraph 8 in the following circumstances: a. where the provision of information would require the Requested Authority to act in a manner that would violate domestic law; or b. on grounds of public interest or essential national interest. Consultation and Information-Sharing 11. As part of its consideration of a UK-listed/SEC-registered issuer's request to the SEC staff for a formal consultation on the application of IFRS to a matter affecting financial statements not yet filed with the SEC, the SEC staff will consult with the FRC's staff on that matter. In addition, as part of its evaluation of a UK-listed/SEC-registered issuer's application of IFRS to a matter affecting financial statements previously filed with the SEC and following consideration of the issuer's responses, the SEC staff will consult with the FRC's staff on that matter if i) it appears to the SEC staff that the matter under IFRS is novel or unprecedented; ii) the issuer informs SEC staff that the staff's view on the IFRS matter is in conflict with a position of the FRC; or iii) it appears that the SEC staff view on the IFRS matter could result in a significant change to the financial statements. These consultations will enable the SEC staff to understand and give full consideration to the FRC staff's view on the application of IFRS to the matter. These consultations will be undertaken for the purpose of facilitating a solution that contributes to consistent application of IFRS by issuers.1 12. As part of its evaluation of a UK-listed/SEC-registered issuer's application of IFRS to a matter affecting published financial statements and following consideration of the issuer's responses, the FRC staff will consult with the SEC's staff on that matter if i) it appears to the FRC staff that the matter under IFRS is novel or unprecedented; ii) the issuer informs FRC staff that the staff's view on the IFRS matter is in conflict with a position of the SEC; or iii) it appears that the FRC staff view on the IFRS matter could result in a significant change to the financial statements. These consultations will enable the FRC staff to understand and give full consideration to the SEC staff's view on the application of IFRS to the matter. These consultations will be undertaken for the purpose of facilitating a solution that contributes to consistent application of IFRS by issuers. 13. In the event that the mandate of FRC is expanded to include review of financial statements of third country issuers using GAAP other than IFRS, as part of its evaluation of a US-dually- listed/registered issuer's application of US GAAP to a matter affecting published financial statements and following consideration of the issuer's responses, the FRC staff will consult with the SEC staff on that matter if i) it appears to FRC staff that the matter under US GAAP is novel or unprecedented; ii) the issuer informs the FRC staff that the staff's view on the US GAAP matter is in conflict with a position of the SEC; or iii) it appears that the FRC staff view on the US GAAP matter could result in a significant change to the financial statements. These consultations will enable the FRC staff to understand and give full consideration to the SEC staff's view on the application of US GAAP to the matter. These consultations will be undertaken for the purpose of facilitating a solution that contributes to consistent application of US GAAP by issuers. Permissible Uses of Information 14. Subject to paragraphs 15 and 16, each Authority may use non- public information obtained under this Protocol solely for the purpose of achieving the goals of the Work Plan. 15. The Receiving Authority must obtain the prior consent of the Providing Authority before disclosing non-public information received under this Protocol to any non-signatory to this Protocol, except as provided in paragraph 16. If consent is not obtained from the Providing Authority, the Authorities will consult to discuss the reasons for withholding approval of such use and the circumstances, if any, under which the intended use by the Receiving Authority might be allowed. 16. This Protocol is intended to complement, but not alter in any way, existing bilateral or multilateral arrangements concerning cooperation in securities law enforcement or regulatory matters between or among the Authorities, as listed in Annex A. The Authorities recognize that while information will not be obtained under the auspices of this Protocol for law enforcement purposes, subsequently the Authorities may want to use the information for law enforcement. In cases where an Authority seeks to use information obtained under this Protocol for law enforcement purposes, including in conducting investigations or bringing administrative, civil or criminal proceedings, prior consent must be sought from the other Authority. Use will be subject to the terms and conditions of the arrangements referred to above and set forth in Annex A concerning cooperation in law enforcement matters. Confidentiality 17. Except for disclosures in accordance with this Protocol, each Authority intends to keep confidential to the extent permitted by law non-public communications and information received under this Protocol, the content of such communications, and any other non- public matters arising under the Work Plan, including consultations between or among the Authorities and CESR. 18. To the extent possible, the Receiving Authority intends to notify the Providing Authority of any legally enforceable demand for non-public information furnished under this Protocol. Prior to compliance with the demand, the Receiving Authority intends to assert all appropriate legal exemptions or privileges with respect to such information as may be available. 19. In the event that non-public information furnished pursuant to this Protocol includes deliberative and consultative materials, the Authorities intend that such disclosure will not constitute a waiver of privilege or confidentiality of such information. Termination 20. In the event of termination of cooperation between the FRC and the SEC under the Work Plan and this Protocol, information obtained under this Protocol will continue to be treated in the manner prescribed in paragraphs 14-19. (Press Rel. 2007-73) SEC, JUMP$TART COALITION SPREAD FINANCIAL LITERACY TO LOCAL STUDENTS SEC Commissioner Paul S. Atkins today led a financial literacy presentation to students at Luke C. Moore Academy Senior High School as part of a collaborative effort by the Securities and Exchange Commission and other federal agencies to teach financial basics in D.C. Public Schools during Financial Literacy Month. Atkins was joined by other government, banking, finance, and legal professionals involved with the Greater Washington Jump$tart Coalition. The presentation was geared toward teaching personal finance concepts to high school juniors and seniors, and included specific guidance and instruction about budgeting, credit, and identity theft. The Coalition hosted simultaneous financial literacy events at 17 D.C. Public Schools today, reaching more than 2,000 students. "Teaching the fundamental building blocks of savings and investment will serve these young people well in the future," said Commissioner Atkins. Programs like Jump$tart, Atkins told the students, will "help ensure that as you grow up, graduate, and get a job, you will be able to make good personal savings, budgeting, and investment choices." Today marked the coalition's inaugural event, with its primary goal to provide all high school juniors and seniors with a financial education course before leaving school. The Greater Washington Jump$tart Coalition is comprised of more than 50 individuals and organizations representing business, non-profit, education, and government entities. Its mission is to coordinate and streamline the process of improving the personal financial literacy of schoolchildren and young adults in the Greater Washington region. Formed last year, the Greater Washington Jump$tart Coalition (www.gwjumpstart.org) is an affiliate of the national Jump$tart Coalition for Personal Financial Literacy (www.jumpstart.org). (Press Rel. 2007-74) ENFORCEMENT PROCEEDINGS IN THE MATTER OF INTERNATIONAL EQUITY ADVISORS, LLC AND RICHARD ROGER LUND SEC ISSUES NOTICE OF PROPOSED DISTRIBUTION PLAN AND OPPORTUNITY FOR COMMENT The Commission announced today that it gave notice, pursuant to Rule 1103 of the Securities and Exchange Commission's Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1103, that the Division of Enforcement has (i) filed with the Commission a proposed plan ("Distribution Plan") for the distribution of monies placed into the Fair Funds established with respect to the Respondents, and (ii) submitted a Notice of Proposed Distribution Plan and Opportunity for Comment. On September 30, 2005, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933, Section 21C of the Securities Exchange Act of 1934, Section 203(f) of the Investment Advisers Act of 1940, and Section 9(b) of the Investment Company Act of 1940 against International Equity Advisors, LLC and Richard Roger Lund (the "Order"). Among other things, the Order directed the Respondents to pay disgorgement, prejudgment interest, and a civil monetary penalty totaling $3.19 million, and provided for the settlement funds to be distributed to certain injured mutual funds pursuant to a plan drawn up by the Fund Administrator. The Distribution Plan concerns the distribution of disgorgement, prejudgment interest and a civil monetary penalty paid by the Respondents pursuant to the Order. The Distribution Plan describes the procedures by which the Fund Administrator will identify the mutual funds who were defrauded as a result of the Respondents' illegal market timing as determined in connection with the Order (the "Injured Mutual Funds"). The Distribution Plan further describes the procedures by which the Fund Administrator will calculate the total amount of disgorgement, prejudgment interest and civil monetary penalty to be paid to Injured Mutual Funds, and distribute those funds to the Injured Mutual Funds. Finally, the Distribution Plan provides that distributions to Injured Mutual Funds shall begin once the Commission has approved the Distribution Plan. A copy of the Distribution Plan may be obtained by visiting www.sec.gov, or by submitting a written request to Peter Diskin, Esq., Securities and Exchange Commission, 3475 Lenox Road, Suite 500, Atlanta, GA 30326. Any person or entity wishing to comment on the Distribution Plan must do so in writing by submitting their comments no later than May 25, 2007 (i) by sending a letter to the Office of the Secretary, United States Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549-1090; (ii) by using the Commission's Internet comment form (www.sec.gov/litigation/admin.shtml); or (iii) by sending an e-mail to rule-comments@sec.gov. Comments submitted by e-mail or via the Commission's website should include the Administrative Proceeding File Number (Admin. Proc. File No. 3-12068) in the subject line. Comments received will be available to the public. Commenters should only submit information that they wish to make publicly available. (Rel. 34-55665; File No. 3-12068) SEC SETTLES WITH FORMER CENDANT CORPORATION ACCOUNTING EXECUTIVE FOR ROLE IN CENDANT FINANCIAL FRAUD The Commission today announced that it had submitted to the U.S. District Court for the District of New Jersey for filing a proposed settled Final Judgment as to Defendant Anne M. Pember and Relief Defendant Carleton H. Pember IV, in the Commission's previously filed civil injunctive action against Anne M. Pember (Pember) and others. The Commission filed its injunctive action on June 14, 2000. The Commission's complaint in that action alleged that for several years the management of CUC International Inc. (CUC) operated a fraudulent scheme that added hundreds of millions of dollars to the reported operating income of CUC and, subsequently, of its corporate successor, Cendant Corporation (Cendant). On July 25, 2000, the Commission amended its complaint and, among other things, named Pember's spouse, Carleton H. Pember IV, as a relief defendant. The proposed final judgment would permanently enjoin Pember from violating the antifraud, corporate record-keeping, and lying to auditors provisions of the federal securities laws and from aiding and abetting violations of the periodic reporting, corporate record- keeping, internal controls, proxy, and lying to auditors provisions of the federal securities laws. The proposed final judgment also would bar Pember from serving as an officer or director of a public company and would order her to provide written notification to the successor corporate entities of Cendant that she unconditionally and irrevocably consents to the immediate cancellation and termination of all her existing options to purchase common stock in those successor entities. Finally, the proposed final judgment would order Pember and Carleton Pember to pay disgorgement in the aggregate amount of $100,000. Pember and Carleton Pember each consented to the entry of the proposed final judgment, without admitting or denying the allegations of the Commission's amended complaint. From 1989 to 1997, Pember was Controller of CUC's largest division, the Comp-U-Card division. Beginning in June 1997, she became CUC's Controller and continued in that position until the December 1997 merger of CUC and HFS Incorporated. That merger formed Cendant. From the time of the merger until March 1998, she was part of the management of the accounting unit at Cendant Membership Services, the post-merger name for the former CUC business units. The Commission's amended complaint alleged that, while in those positions, Pember played an important role in the CUC/Cendant financial fraud. As part of the settlement, Pember agreed to settle a proposed administrative proceeding against her pursuant to Rule 102(e) of the Commission's Rules of Practice, to be based on the entry of the proposed injunction. Pursuant to her offer, Pember would consent to the issuance of a Commission order permanently suspending her from appearing or practicing before the Commission as an accountant, without admitting or denying the findings set forth therein. Finally, the Commission noted that the Office of the U.S. Attorney for the District of New Jersey has announced that, on January 29, 2007, in her related criminal prosecution, Pember was sentenced to two years probation and 200 hours of community service. The Office stated that, during her sentencing, the U.S. District Judge noted Pember's cooperation in the government prosecution of the former Chairman and Vice Chairman of Cendant. [SEC v. Cosmo Corigliano, Anne M. Pember, Casper Sabatino, and Kevin T. Kearney, Defendants, and Agnes T. Corigliano, Carleton H. Pember IV, and Mary Louise Scully, Relief Defendants, Civil Action No. 00-2873 (D.N.J)] (LR-20089; AAE Rel. 2600) SEC ANNOUNCES DISTRIBUTION OF MORE THAN $1.2 MILLION TO DEFRAUDED INVESTORS OF PLATINUM CAPITAL ADVOCATES, INC. AND PLATINUM CAPITAL ADVOCATES ELITE, INC. The Commission announced that on April 13, 2007, the Clerk of the United States District Court for the Northern District of Illinois distributed $1,228,828.68 to investors who were the subject of the Commission's Complaint in SEC v. Platinum Capital Advocates, Inc., et al., 07-CV-0985 (N.D. Ill.) (Holderman, J.). On February 21, 2007, the Commission filed a Complaint alleging that from October 2006 through February 2007, Stephen P. Amella and Andre Hayden, through Platinum Capital Advocates, Inc. ("PCA"), Platinum Capital Advocates Elite, Inc. ("PCA Elite") and Strategic Management Alliance, Inc. ("SMA"), raised approximately $1.3 million from 27 investors in four states in violation 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. The Complaint alleged that the Defendants made misrepresentations in the offer and sale and the purchase and sale of preferred stock of PCA and PCA Elite. The Defendants consented to the entry of a Temporary Restraining Order and Asset Freeze and an Order of Preliminary Injunction after the Commission filed its Complaint. The Defendants, without admitting or denying the allegations of the Commission's Complaint, subsequently consented to the entry of Orders of Permanent Injunction enjoining them from further violations of the antifraud provisions of the federal securities laws, which were entered on March 8, 2007. On March 27, 2007, the Court, pursuant to Defendants' consent, entered an Order which required that Defendants, jointly and severally, pay disgorgement in the amount of $1.29 million, the amount that they raised from the investors in the securities that were the subject of the Commission's Complaint, and that the funds frozen in the bank and brokerage accounts of PCA, PCA Elite and SMA be turned over to the Clerk of the Court, with a plan of distribution to be proposed. On April 13, 2007, $1,228,828.68 was returned to investors pursuant to a plan of distribution approved by the Court. Through such distribution, the investors each received approximately 97% of their net investments. [SEC v. Platinum Capital Advocates, Inc., Platinum Capital Advocates Elite, Inc., Stephen P. Amella, Andre Hayden, and Strategic Management Alliance, Inc., Civil Action No. 07CV0985 (N.D. Ill.) (Holderman, J.)] (LR-20090) SEC V. MERLE D. LEWIS SEC V. RICHARD R. HYLLAND SEC V. KIPP D. ORME SEC V. KURT D. WHITESEL The Commission today filed separate complaints against four former officers of NorthWestern Corporation (NorthWestern), a Midwestern utility company headquartered in South Dakota. The Commission's complaints, each filed in the United States District Court for the District of South Dakota, allege that Merle D. Lewis, NorthWestern's former chief executive officer; Richard R. Hylland, NorthWestern's former chief operating officer; Kipp D. Orme, NorthWestern's former chief financial officer; and Kurt D. Whitesel, NorthWestern's former controller; overstated the performance of NorthWestern and its key telecommunications subsidiary, Expanets, Inc. (Expanets), in 2002 during the same period that NorthWestern completed securities offerings totaling more than $800 million. The Commission's complaints further allege that, after restating its financial results for the first three quarters of 2002, and disclosing Expanets' true financial position and results of operations, NorthWestern declared bankruptcy in 2003. The Commission alleges that, in NorthWestern's quarterly filings, debt and equity offering filings, and other public information, these four defendants were responsible for overstating performance and concealing problems at Expanets and NorthWestern. The Commission alleges that each defendant knew or was reckless in not knowing about the inaccuracy of NorthWestern's public claims that Expanets' new computer system was "operational" or "fully operational." The Commission further alleges that each defendant knew or was reckless in not knowing that Expanets had failed to take appropriate charges for uncollectible accounts receivable and billing adjustments related to the computer system problems, resulting in the overstatement of NorthWestern's income from continuing operations by 90% in the second quarter of 2002 and 109% in the third quarter of 2002. The Commission also alleges that each defendant was responsible for NorthWestern's failure to disclose that a material portion of Expanets' and NorthWestern's income was derived from the reduction of various accounting reserves and through Expanets' receipt of unusual non- compete payments. Finally, the Commission alleges that each defendant was responsible for NorthWestern's failure to disclose significant intercompany cash advances to its subsidiaries during the first half of 2002, which impacted the company's liquidity position and demonstrated the subsidiaries' continuing financial difficulties. The Commission's complaints charge Lewis, Hylland, Orme and Whitesel with violations of Section 10(b) of the Securities and Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and Section 17(a) of the Securities Act of 1933. The complaints also charge each defendant with violating Exchange Act Rule 13b2-1, and with aiding and abetting NorthWestern's violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-11, and 13a-13 thereunder. The complaints further charge Lewis, Hylland and Whitesel with violating Section 13(b)(5) of the Exchange Act, and charge Lewis, Orme and Whitesel with violating Exchange Act Rule 13b2-2. The Commission seeks permanent injunctions, civil penalties and officer and director bars against each defendant. Lewis, Hylland, Orme and Whitesel, without admitting or denying the allegations in the Commission's complaints, each consented to the entry of a final judgment permanently enjoining him from violating or aiding and abetting violations of the provisions he allegedly violated, and to a five-year officer and director bar. Lewis and Hylland each consented to pay $150,000 in civil penalties, Orme consented to pay a $100,000 civil penalty, and Whitesel consented to pay a $25,000 civil penalty. [SEC v. Merle D. Lewis, (United States District Court for the District of South Dakota, Civil Action No. 07 - 4057); SEC v. Richard R. Hylland, (United States District Court for the District of South Dakota, Civil Action No. 07 - 4058); SEC v. Kipp D. Orme, (United States District Court for the District of South Dakota, Civil Action No. 07 - 4060); SEC v. Kurt D. Whitesel, (United States District Court for the District of South Dakota, Civil Action No. 07 - 4059)] (LR-20091; AAE Rel. 2601) SELF-REGULATORY ORGANIZATIONS APPROVING PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-NYSE-2007-15) submitted by the New York Stock Exchange regarding the amendment of NYSE Rule 300 relating to trading licenses. Publication is expected in the Federal Register during the week of April 30. (Rel. 34-55656) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by American Stock Exchange relating to member application processing fee changes (SR-Amex-2007-37) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of April 30. (Rel. 34-55657) 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 100 F Street, N.E., Washington, D.C. 20549-1090 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-1 Avantair, Inc, 4311 GENERAL HOWARD DR, CLEARWATER, FL, 33762, 727-539-0071 - 0 ($22,255,558.00) Equity, (File 333-142312 - Apr. 24) (BR. 05B) SB-2 PENGRAM CORP, 1200 DUPONT STREET, SUITE 2J, BELLINGHAM, WA, 98225, 360-255-3436 - 0 ($239,961.92) Equity, (File 333-142313 - Apr. 24) (BR. 04) S-4 HERCULES OFFSHORE, INC., 11 GREENWAY PLAZA, SUITE 2950, HOUSTON, TX, 77046, 713-979-9300 - 58,779,285 ($1,497,240,057.00) Equity, (File 333-142314 - Apr. 24) (BR. 04B) S-1 CONCHO RESOURCES INC, 550 WEST TEXAS AVENUE, SUITE 1300, MIDLAND, TX, 79701, 4326937443 - 0 ($535,000,000.00) Equity, (File 333-142315 - Apr. 24) (BR. 04) S-3ASR J C PENNEY CORP INC, 6501 LEGACY DR, PLANO, TX, 75024-3698, 9724311000 - 0 ($0.00) Unallocated (Universal) Shelf, (File 333-142317 - Apr. 24) (BR. 02) N-2 Nuveen Tax-Advantaged Dividend Growth Fund, 333 WEST WACKER DRIVE, CHICAGO, IL, 60438, 312-917-8146 - 1,000 ($20,000.00) Equity, (File 333-142318 - Apr. 24) (BR. 18) S-4 Ad.Venture Partners, Inc., 18 W. 18TH STREET, 11TH FLOOR, NEW YORK, NY, 10011, 914-806-2307 - 16,971,951 ($96,394,269.00) Equity, (File 333-142319 - Apr. 24) (BR. 09) F-3 ON TRACK INNOVATIONS LTD, P O BOX 32, ZHR INDUSTRIAL ZONE, ROSH PINAISRAEL, L3, 2126616500 - 3,488,454 ($27,172,467.99) Equity, (File 333-142320 - Apr. 24) (BR. 10C) S-3 ANTARES PHARMA INC, 250 PHILLIPS BLVD, SUITE 290, EWING, NJ, 08618, 609-359-3020 - 640,000 ($953,600.00) Equity, (File 333-142323 - Apr. 24) (BR. 10A) SB-2 WIRED ASSOCIATES SOLUTIONS INC, 711 S CARSON, SUITE 4, CARSON CITY, NV, 89701, 800,000 ($160,000.00) Equity, (File 333-142324 - Apr. 24) (BR. ) S-3 DYAX CORP, 0 ($23,012,000.00) Equity, (File 333-142325 - Apr. 24) (BR. 01A) S-8 KBW, INC., 787 SEVENTH AVENUE, NEW YORK, NY, 10019, 212887-7777 - 3,265,439 ($111,482,087.46) Equity, (File 333-142327 - Apr. 24) (BR. 07) S-3 PHASE FORWARD INC, 880 WINTER STREET, WALTHAM, MA, 02451, 0 ($100,000,000.00) Equity, (File 333-142328 - Apr. 24) (BR. 08C) N-2 Cohen & Steers Enhanced Dividend Fund, Inc, 280 PARK AVENUE, NEW YORK, NY, 10017, 212-832-3232 - 50,000 ($1,000,000.00) Equity, (File 333-142329 - Apr. 24) (BR. ) N-2 COHEN & STEERS GLOBAL REAL ESTATE INCOME OPPORTUNITIES FUND, INC, 280 PARK AVENUE, NEW YORK, NY, 10017, 212-832-3232 - 50,000 ($1,000,000.00) Equity, (File 333-142330 - Apr. 24) (BR. ) S-4 UNITED BANKSHARES INC/WV, 300 UNITED CTR, 500 VIRGINIA ST E, CHARLESTON, WV, 25301, 3044248800 - 3,450,000 ($119,323,756.51) Equity, (File 333-142331 - Apr. 24) (BR. 07A) S-8 CISCO SYSTEMS INC, 170 WEST TASMAN DR, SAN JOSE, CA, 95134-1706, 4085264000 - 661,781 ($8,192,848.78) Equity, (File 333-142332 - Apr. 24) (BR. 03C) S-8 CISCO SYSTEMS INC, 170 WEST TASMAN DR, SAN JOSE, CA, 95134-1706, 4085264000 - 0 ($84,909.00) Equity, (File 333-142333 - Apr. 24) (BR. 03C) S-3 EAGLE BROADBAND INC, 101 COURAGEOUS DRIVE, LEAGUE CITY, TX, 77573, 2815386000 - 4,000,000 ($580,000.00) Equity, (File 333-142334 - Apr. 24) (BR. 11C) S-3 PURE CYCLE CORP, 8451 DELAWARE STREET, THORNTON, CO, 80260, 3032923456 - 0 ($33,591,734.00) Equity, (File 333-142335 - Apr. 24) (BR. 02C) S-3 ON2 TECHNOLOGIES, INC., 21 CORPORATE DRIVE SUITE 103, CLIFTON PARK, NY, 12065, 5183480099 - 60,000,000 ($60,000,000.00) Equity, (File 333-142336 - Apr. 24) (BR. 03B) S-3 CASTLE A M & CO, 3400 N WOLF RD, FRANKLIN PARK, IL, 60131, 7084557111 - 4,254,283 ($141,539,995.00) Equity, (File 333-142337 - Apr. 24) (BR. 05C) S-8 SEABRIGHT INSURANCE HOLDINGS INC, 2101 4TH AVENUE, SUITE 1600, SEATTLE, WA, 98121, 2067708300 - 411,068 ($7,654,086.16) Equity, (File 333-142338 - Apr. 24) (BR. 01A) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: 1.01 Entry into a Material Definitive Agreement 1.02 Termination of a Material Definitive Agreement 1.03 Bankruptcy or Receivership 2.01 Completion of Acquisition or Disposition of Assets 2.02 Results of Operations and Financial Condition 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement 2.05 Cost Associated with Exit or Disposal Activities 2.06 Material Impairments 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 3.02 Unregistered Sales of Equity Securities 3.03 Material Modifications to Rights of Security Holders 4.01 Changes in Registrant's Certifying Accountant 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review 5.01 Changes in Control of Registrant 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics 6.01. ABS Informational and Computational Material. 6.02. Change of Servicer or Trustee. 6.03. Change in Credit Enhancement or Other External Support. 6.04. Failure to Make a Required Distribution. 6.05. Securities Act Updating Disclosure. 7.01 Regulation FD Disclosure 8.01 Other Events 9.01 Financial Statements and Exhibits 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. 20549-1090 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT ------------------------------------------------------------------------------------------------------- 1ST CONSTITUTION BANCORP NJ 2.02,9.01 04/24/07 ACTEL CORP CA 2.02,9.01 04/24/07 ACTIS GLOBAL VENTURES INC NV 4.02 04/16/07 ADC TELECOMMUNICATIONS INC MN 5.02,9.01 04/18/07 ADVANCED CELL TECHNOLOGY, INC. DE 4.01,9.01 04/17/07 ADVANCED MICRO DEVICES INC DE 7.01,8.01,9.01 04/24/07 ADVANTA CORP DE 2.02,9.01 04/24/07 ADVENT SOFTWARE INC /DE/ DE 2.02,9.01 04/24/07 AFLAC INC GA 2.02,9.01 04/24/07 AFTERMARKET TECHNOLOGY CORP DE 2.02,7.01,9.01 04/24/07 AK STEEL HOLDING CORP DE 2.02,9.01 04/24/07 AK STEEL HOLDING CORP DE 7.01,9.01 04/24/07 ALABAMA NATIONAL BANCORPORATION DE 2.02,9.01 04/24/07 ALCAN INC A6 2.02,9.01 04/24/07 ALLIANCE FIBER OPTIC PRODUCTS INC CA 9.01 03/01/07 ALLIED CAPITAL CORP MD 2.02,9.01 04/24/07 ALLIED HOLDINGS INC GA 1.01 04/18/07 ALLSCRIPTS HEALTHCARE SOLUTIONS INC DE 5.02,9.01 04/24/07 ALTAIR NANOTECHNOLOGIES INC A6 5.02,7.01,9.01 04/23/07 AMAZON COM INC DE 2.02,9.01 04/24/07 AMB PROPERTY CORP MD 7.01 04/23/07 AMCOMP INC /FL DE 5.02 04/19/07 AMEDISYS INC DE 5.02,9.01 04/24/07 AMEDISYS INC DE 1.01,9.01 10/26/06 AMEND AMERICAN ECOLOGY CORP DE 2.02,9.01 04/24/07 American Home Mortgage Investment Tru DE 2.01,9.01 03/30/07 American Media Systems Co. NV 4.01 04/18/07 AMERICAN NATIONAL BANKSHARES INC VA 2.02,9.01 04/24/07 AMERICAN REAL ESTATE PARTNERS L P DE 1.01,9.01 04/22/07 AMERICAN SPECTRUM REALTY INC MD 8.01,9.01 04/24/07 AMERICANWEST BANCORPORATION WA 2.02,9.01 04/24/07 AmeriCredit Automobile Receivables Tr 1.01,9.01 04/19/07 AMERIPRISE FINANCIAL INC DE 2.02,9.01 04/24/07 AMN HEALTHCARE SERVICES INC DE 5.02,9.01 04/23/07 AMSURG CORP TN 2.02,7.01,9.01 04/24/07 ANADIGICS INC DE 2.02,9.01 04/24/07 APPLE INC CA 8.01,9.01 04/24/07 APPLIED DNA SCIENCES INC NV 1.01,2.03,3.02,8.01,9.01 04/18/07 AQUATIC CELLULOSE INTERNATIONAL CORP 5.01 04/20/07 Arkanova Energy Corp NV 5.02 04/23/07 Arlington Tankers Ltd. D0 2.02,9.01 04/24/07 ARROW ELECTRONICS INC NY 2.02,9.01 04/24/07 ART TECHNOLOGY GROUP INC DE 2.02,9.01 04/24/07 ASTEC INDUSTRIES INC TN 2.02 03/31/07 AT&T INC. DE 2.02,9.01 03/31/07 ATHEROGENICS INC GA 8.01,9.01 04/23/07 ATLANTIC EXPRESS TRANSPORTATION CORP NY 1.01,9.01 04/18/07 ATS CORP DE 4.01,9.01 04/18/07 AVANIR PHARMACEUTICALS CA 2.02,9.01 04/23/07 AVERY DENNISON CORPORATION DE 2.02,9.01 04/24/07 AVIGEN INC \DE DE 2.02,9.01 03/26/07 BAKBONE SOFTWARE INC 3.02,9.01 04/19/07 BANCORPSOUTH INC MS 2.02,9.01 04/23/07 Bank of the Carolinas CORP NC 5.02,9.01 03/28/07 Bank of the Carolinas CORP NC 2.02,8.01,9.01 04/23/07 BARD C R INC /NJ/ NJ 2.02,9.01 04/24/07 BB&T CORP NC 8.01 04/24/07 BCAP LLC Trust 2007-AA2 8.01,9.01 03/29/07 BEACON POWER CORP DE 5.02,5.03,9.01 04/18/07 BEAR STEARNS COMPANIES INC DE 5.02,9.01 04/18/07 BEAZER HOMES USA INC DE 5.02,9.01 04/19/07 BELDEN CDT INC. DE 1.01,2.03,3.02,9.01 04/20/07 BERKLEY W R CORP DE 2.02,9.01 04/23/07 BIO KEY INTERNATIONAL INC MN 1.01,9.01 04/18/07 BIOMET INC IN 8.01,9.01 04/24/07 BIOSITE INC DE 2.02 04/24/07 BJ SERVICES CO DE 2.02 04/24/07 BLACK GAMING, LLC 1.02,5.02 04/04/07 BLACK HILLS CORP /SD/ SD 8.01,9.01 04/23/07 BLAIR CORP DE 8.01,9.01 04/24/07 BLOCKBUSTER INC DE 1.01,9.01 04/18/07 BOSTON LIFE SCIENCES INC /DE DE 4.01,9.01 04/24/07 AMEND BRITTON & KOONTZ CAPITAL CORP MS 2.02,9.01 04/24/07 BROWN & BROWN INC FL 2.02 03/31/07 BTU INTERNATIONAL INC DE 2.02,9.01 04/24/07 BURLINGTON NORTHERN SANTA FE CORP DE 2.02,9.01 04/24/07 BURLINGTON NORTHERN SANTA FE CORP DE 5.02 04/19/07 C H ROBINSON WORLDWIDE INC DE 2.02,9.01 04/24/07 CADENCE FINANCIAL CORP MS 2.02,9.01 04/24/07 CALLON PETROLEUM CO DE 1.01,2.01,2.03,9.01 04/18/07 CAMCO FINANCIAL CORP DE 2.02,9.01 04/23/07 CAMDEN NATIONAL CORP ME 2.02,9.01 04/24/07 CAMERA PLATFORMS INTERNATIONAL INC DE 2.01 04/20/07 CanAm Uranium Corp NV 5.02 04/16/07 CANDELA CORP /DE/ DE 2.02,9.01 04/24/07 CAPITAL BANK CORP NC 2.02,9.01 03/31/07 CAPITOL BANCORP LTD MI 7.01 03/31/07 CARGO CONNECTION LOGISTICS HOLDING, I FL 1.01,8.01,9.01 04/23/07 CARLISLE COMPANIES INC DE 2.02,9.01 04/24/07 CARRIER ACCESS CORP DE 2.02,9.01 04/24/07 CARTERS INC DE 2.02,9.01 04/24/07 CASCADE FINANCIAL CORP DE 2.02,9.01 04/24/07 CASCADE MICROTECH INC 2.02,9.01 04/24/07 CATERPILLAR INC DE 7.01,9.01 04/23/07 CATO CORP DE 5.02 04/18/07 CDW CORP IL 2.02,9.01 04/24/07 CELEBRATE EXPRESS, INC. 1.01,9.01 04/24/07 CENTENE CORP 2.02,9.01 04/24/07 CH ENERGY GROUP INC NY 8.01 04/24/07 CHARLES & COLVARD LTD NC 8.01 04/24/07 CHARLES & COLVARD LTD NC 2.02 04/24/07 CHECKFREE CORP \GA\ DE 2.02,9.01 04/24/07 CHICAGO MERCANTILE EXCHANGE HOLDINGS DE 2.02 04/24/07 CHOICEPOINT INC GA 2.02,9.01 04/24/07 CIRRUS LOGIC INC DE 8.01,9.01 04/23/07 Citigroup Mortgage Loan Trust 2007-AR 2.01,9.01 01/11/07 CITIZENS BANCORP OF VIRGINIA INC VA 2.02,9.01 04/20/07 CITIZENS BANCSHARES CORP /GA/ GA 8.01,9.01 04/23/07 CITIZENS HOLDING CO /MS/ MS 2.02,7.01,9.01 04/24/07 COACH INC MD 2.02,9.01 04/24/07 COACHMEN INDUSTRIES INC IN 2.02,7.01,9.01 04/24/07 COCA COLA CO DE 5.02,8.01 04/23/07 Cold Spring Capital Inc. DE 8.01,9.01 04/24/07 COLONIAL COMMERCIAL CORP NY 4.01 04/18/07 COMMONWEALTH BANKSHARES INC VA 8.01,9.01 04/24/07 COMMONWEALTH BIOTECHNOLOGIES INC VA 8.01,9.01 04/18/07 COMMUNITY SHORES BANK CORP MI 2.02 04/23/07 COMMUNITY TRUST BANCORP INC /KY/ KY 7.01,9.01 03/31/07 COMMUNITY WEST BANCSHARES / CA 2.02,9.01 04/24/07 COMPUTER TASK GROUP INC NY 2.02,9.01 04/24/07 Con-way Inc. DE 5.03 04/23/07 Constellation Energy Partners LLC DE 1.01,2.01,3.02,3.03,5.03,7.01, 04/23/07 9.01 CONTINENTAL FUELS, INC. NV 4.01,9.01 04/17/07 AMEND Convergence Ethanol, Inc. 8.01 04/16/07 CORN PRODUCTS INTERNATIONAL INC DE 2.02,7.01 04/24/07 COVENANT TRANSPORT INC NV 2.02,9.01 04/23/07 CRA INTERNATIONAL, INC. MA 5.02,9.01 04/19/07 CROSSTEX ENERGY INC DE 7.01,9.01 04/23/07 CROSSTEX ENERGY LP DE 7.01,9.01 04/23/07 CRUM & FORSTER HOLDINGS CORP DE 7.01 04/23/07 CSG SYSTEMS INTERNATIONAL INC DE 2.02,9.01 04/24/07 CV THERAPEUTICS INC DE 2.02,9.01 04/24/07 CVB FINANCIAL CORP CA 1.01,2.02,9.01 04/19/07 Cyberkinetics Neurotechnology Systems DE 5.02 04/18/07 CYMER INC NV 2.02,8.01,9.01 04/24/07 CYTRX CORP DE 5.02 04/18/07 DAY INTERNATIONAL GROUP INC DE 1.01,9.01 04/20/07 Deerfield Triarc Capital Corp MD 1.01,9.01 04/19/07 DELTIC TIMBER CORP DE 2.01,9.01 04/23/07 DELUXE CORP MN 2.02,9.01 04/24/07 DEVELOPERS DIVERSIFIED REALTY CORP OH 8.01,9.01 04/19/07 DEVRY INC DE 8.01,9.01 04/23/07 DIEDRICH COFFEE INC CA 2.02,5.02 04/18/07 DIVX INC 5.02 04/20/07 DOW JONES & CO INC DE 5.02,8.01 04/18/07 DST SYSTEMS INC DE 2.02,9.01 04/23/07 DUNE ENERGY INC DE 8.01,9.01 04/24/07 DUPONT E I DE NEMOURS & CO DE 7.01 04/24/07 DUPONT E I DE NEMOURS & CO DE 2.02 04/24/07 DYNCORP INTERNATIONAL INC. DE 5.02 04/20/07 DynCorp International LLC DE 5.02 04/20/07 E CENTIVES INC DE 8.01,9.01 04/23/07 Eagle Bulk Shipping Inc. 8.01,9.01 04/24/07 Eagle Test Systems, Inc. IL 2.02,9.01 04/24/07 EAUTOCLAIMS, INC NV 5.02,9.01 04/16/07 ECOLAB INC DE 2.02,9.01 04/24/07 ELECTRONICS FOR IMAGING INC DE 2.02,9.01 04/24/07 ELEPHANT & CASTLE GROUP INC 1.01,8.01,9.01 04/23/07 EMBARCADERO TECHNOLOGIES INC 8.01,9.01 04/24/07 ENABLE IPC CORP DE 5.02,9.01 04/24/07 ENCORE CAPITAL GROUP INC DE 7.01,8.01,9.01 04/23/07 ENCYSIVE PHARMACEUTICALS INC DE 8.01 04/24/07 ENDWAVE CORP DE 2.02,9.01 04/24/07 ENDWAVE CORP DE 1.01,2.01,9.01 04/19/07 ENERGY PARTNERS LTD DE 7.01,9.01 04/23/07 ENSCO INTERNATIONAL INC DE 8.01,9.01 04/24/07 ENTRADE INC PA 2.03 04/23/07 ENTRUST INC MD 2.02,9.01 04/24/07 Epic Bancorp 1.01,2.02,5.02,9.01 04/18/07 EPIQ SYSTEMS INC MO 2.02,9.01 04/24/07 EQUITABLE FINANCIAL CORP 5.02 04/24/07 ETHAN ALLEN INTERIORS INC DE 2.02,9.01 04/24/07 EVCI Career Colleges Holding Corp DE 3.01,9.01 04/24/07 EVERGREENBANCORP INC WA 8.01,9.01 04/24/07 EXCO RESOURCES INC TX 8.01,9.01 04/24/07 EXELON CORP PA 8.01,9.01 04/23/07 EXIDE TECHNOLOGIES DE 8.01 04/23/07 Exobox Technologies Corp. NV 8.01 04/24/07 EZCORP INC DE 2.02,9.01 04/24/07 FANTATECH INC DE 5.02 04/21/07 FARMERS NATIONAL BANC CORP /OH/ OH 2.02,9.01 04/24/07 Federal Home Loan Bank of Atlanta X1 2.03 04/18/07 Federal Home Loan Bank of Boston X1 2.03 04/18/07 Federal Home Loan Bank of Chicago X1 2.03 04/18/07 Federal Home Loan Bank of Chicago X1 2.02,5.02,9.01 04/24/07 Federal Home Loan Bank of Cincinnati X1 2.03,9.01 04/19/07 Federal Home Loan Bank of Dallas 2.03 04/19/07 Federal Home Loan Bank of Des Moines X1 2.03,9.01 04/18/07 Federal Home Loan Bank of Indianapoli X1 2.03,9.01 04/18/07 Federal Home Loan Bank of New York X1 2.03,9.01 04/18/07 Federal Home Loan Bank of Pittsburgh PA 2.03,9.01 04/18/07 Federal Home Loan Bank of San Francis X1 2.03 04/18/07 Federal Home Loan Bank of Seattle 2.03 04/23/07 Federal Home Loan Bank of Topeka 2.03 04/18/07 FEDERATED DEPARTMENT STORES INC /DE/ DE 7.01 04/24/07 FENTURA FINANCIAL INC MI 2.02,9.01 04/20/07 FIRST ADVANTAGE CORP DE 2.02,9.01 04/24/07 FIRST COMMUNITY BANCSHARES INC /NV/ NV 7.01 04/24/07 FIRST MUTUAL BANCSHARES INC WA 5.02,9.01 04/23/07 FIRST UNITED CORP/MD/ MD 7.01,9.01 04/24/07 FIRSTMERIT CORP /OH/ OH 2.02,9.01 04/24/07 FLEXSTEEL INDUSTRIES INC MN 2.02,9.01 04/23/07 FMC CORP DE 5.02 04/24/07 FMC CORP DE 8.01,9.01 04/24/07 FOREST LABORATORIES INC DE 2.02,9.01 03/31/07 FORWARD AIR CORP TN 2.02,9.01 04/23/07 FOUNDRY NETWORKS INC DE 5.02,5.03,9.01 04/19/07 FP Technology, Inc. DE 5.02 04/24/07 FRANKLIN FINANCIAL SERVICES CORP /PA/ PA 7.01,9.01 04/24/07 FUTURES PORTFOLIO FUND LP MD 5.02 04/16/07 GALLAGHER ARTHUR J & CO DE 2.02,9.01 04/24/07 GARDNER COURT INDUSTRIES INC FL 1.01,9.01 04/20/07 GB&T BANCSHARES INC GA 2.02,9.01 04/18/07 GENERAL MARITIME CORP/ 5.03,9.01 04/19/07 GENESIS HEALTHCARE CORP PA 5.02 04/18/07 GLOBAL PARTNERS LP 7.01,9.01 04/24/07 Global Telecom & Technology, Inc. DE 7.01,9.01 04/24/07 GLOBECOMM SYSTEMS INC 1.01,9.01 04/23/07 GOLDLEAF FINANCIAL SOLUTIONS INC. TN 9.01 04/24/07 AMEND GRAFTECH INTERNATIONAL LTD DE 2.04 04/24/07 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01 04/20/07 GRANT PRIDECO INC DE 2.02,9.01 04/23/07 GREATER BAY BANCORP CA 8.01 04/22/07 GREEN PLAINS RENEWABLE ENERGY, INC. IA 8.01 04/24/07 GULFMARK OFFSHORE INC DE 7.01,9.01 04/24/07 HALLWOOD GROUP INC DE 3.01,8.01,9.01 04/20/07 HALOZYME THERAPEUTICS INC NV 1.01,3.02,9.01 04/23/07 HANDHELD ENTERTAINMENT, INC. DE 1.01,2.01,8.01,9.01 04/20/07 HANMI FINANCIAL CORP DE 2.02,9.01 04/19/07 HANSEN NATURAL CORP DE 8.01 04/20/07 Harbor Acquisition Corp. DE 8.01,9.01 04/24/07 HARLEYSVILLE GROUP INC DE 2.02,9.01 04/24/07 HARLEYSVILLE NATIONAL CORP PA 7.01,9.01 04/24/07 HARRINGTON WEST FINANCIAL GROUP INC/C 2.02,9.01 04/24/07 HARTFORD LIFE INSURANCE CO CT 9.01 04/24/07 HARTFORD LIFE INSURANCE CO CT 9.01 04/24/07 HEALTH MANAGEMENT ASSOCIATES INC DE 2.02,9.01 04/24/07 HEALTHAXIS INC PA 5.02,9.01 04/20/07 HEALTHCARE REALTY TRUST INC MD 2.02,9.01 04/24/07 HEALTHSTREAM INC TN 2.02,7.01,9.01 04/24/07 HEIDRICK & STRUGGLES INTERNATIONAL IN DE 1.01,5.02,9.01 04/23/07 HELIX BIOMEDIX INC DE 1.01,9.01 04/18/07 HERCULES OFFSHORE, INC. DE 5.02 04/18/07 HIGHLAND HOSPITALITY CORP MD 8.01,9.01 04/24/07 Home Equity Loan Trust 2007-HSA2 DE 8.01,9.01 04/23/07 HOME FEDERAL BANCORP IN 7.01,9.01 04/24/07 Horne International, Inc. DE 8.01 04/24/07 HUDSON CITY BANCORP INC DE 7.01,9.01 04/24/07 Huntsman CORP DE 1.01,2.03,9.01 04/19/07 HUTCHINSON TECHNOLOGY INC MN 2.02,9.01 04/24/07 IC ISAACS & CO INC DE 5.03,9.01 04/19/07 ICOA INC NV 8.01 04/24/07 IDEX CORP /DE/ DE 7.01,9.01 04/19/07 II-VI INC PA 2.02,9.01 04/24/07 ILLUMINA INC DE 2.02,9.01 04/24/07 IMS HEALTH INC DE 8.01,9.01 04/20/07 INDUSTRIAL DISTRIBUTION GROUP INC DE 8.01,9.01 04/23/07 INTERCONTINENTALEXCHANGE INC 7.01,9.01 04/24/07 INTERDIGITAL COMMUNICATIONS CORP PA 8.01 04/23/07 INTERNATIONAL BUSINESS MACHINES CORP NY 8.01 04/24/07 INTERNATIONAL SHIPHOLDING CORP DE 2.02,9.01 04/24/07 INTERNET AMERICA INC TX 7.01,9.01 04/20/07 INTERSTATE HOTELS & RESORTS INC DE 5.02 04/24/07 INTRAWARE INC DE 2.02,9.01 04/24/07 IPSCO INC 2.02,9.01 04/24/07 IRIDEX CORP DE 1.01,9.01 04/19/07 ISLAND PACIFIC INC DE 1.01,9.01 04/24/07 ISTAR FINANCIAL INC MD 2.02,9.01 04/24/07 ITONIS INC. NV 1.01,9.01 04/16/07 ITRON INC /WA/ WA 2.01,2.03,5.02,7.01,9.01 04/23/07 JETBLUE AIRWAYS CORP DE 2.02,9.01 04/24/07 JETBLUE AIRWAYS CORP DE 7.01,9.01 04/24/07 JOHNSON CONTROLS INC WI 2.02,7.01,9.01 04/20/07 JOURNAL COMMUNICATIONS INC 2.02,9.01 04/24/07 JPMAC 2007-CH1 DE 8.01,9.01 04/24/07 AMEND JPMAC 2007-CH2 DE 8.01,9.01 04/24/07 AMEND K TEL INTERNATIONAL INC MN 8.01,9.01 04/24/07 KELLY SERVICES INC DE 7.01,9.01 04/24/07 KELLY SERVICES INC DE 2.02,9.01 04/24/07 Kentucky First Federal Bancorp 2.02,9.01 04/23/07 KILROY REALTY CORP MD 2.02,9.01 04/23/07 KINETIC CONCEPTS INC /TX/ TX 2.02,9.01 03/31/07 LABRANCHE & CO INC DE 2.02,9.01 04/24/07 LANDMARK LAND CO INC/DE DE 5.02,9.01 04/24/07 LAPOLLA INDUSTRIES INC DE 3.01,9.01 04/20/07 LEADIS TECHNOLOGY INC DE 2.02,9.01 04/24/07 LENNOX INTERNATIONAL INC DE 2.02,9.01 04/24/07 LENOX GROUP INC DE 1.01,1.02,2.03,7.01,9.01 04/20/07 LEXMARK INTERNATIONAL INC /KY/ DE 2.02,9.01 03/31/07 LIBBEY INC DE 2.02,9.01 04/24/07 LIBERTY PROPERTY TRUST MD 2.02,9.01 04/23/07 LINCARE HOLDINGS INC DE 2.02,9.01 04/23/07 LINEAR TECHNOLOGY CORP /CA/ DE 1.01,2.03,3.02 04/18/07 LINN ENERGY, LLC DE 9.01 04/23/07 LITHIUM TECHNOLOGY CORP DE 5.02,9.01 04/18/07 LOCKHEED MARTIN CORP MD 2.02,9.01 04/24/07 LOGICVISION INC DE 2.02,9.01 04/24/07 LONE STAR TECHNOLOGIES INC DE 2.02,8.01,9.01 04/23/07 LSB FINANCIAL CORP IN 5.02,9.01 04/18/07 LTC PROPERTIES INC MD 2.02,9.01 04/24/07 LTV CORP DE 8.01,9.01 04/24/07 MAIN STREET TRUST INC IL 2.02,8.01,9.01 04/24/07 MARINER ENERGY INC DE 1.01,2.02,2.03,8.01,9.01 04/23/07 MARINER ENERGY INC DE 8.01,9.01 04/23/07 MARKWEST ENERGY PARTNERS L P 3.01,8.01,9.01 04/19/07 MARSHALL & ILSLEY CORP/WI/ WI 8.01,9.01 04/24/07 MARTEK BIOSCIENCES CORP DE 2.02,4.02,9.01 04/24/07 MARTEN TRANSPORT LTD DE 2.02,9.01 04/23/07 MARVELL TECHNOLOGY GROUP LTD D0 8.01 04/20/07 MCCLATCHY CO DE 9.01 04/24/07 MCGRAW-HILL COMPANIES INC NY 2.02,9.01 04/24/07 MCINTOSH BANCSHARES INC /GA/ GA 5.03 04/19/07 MEADOW VALLEY CORP NV 5.02 04/20/07 Medical Exchange Inc. NV 1.01,2.03,9.01 03/29/07 MESA OFFSHORE TRUST TX 7.01,9.01 04/24/07 MESA ROYALTY TRUST/TX TX 7.01,9.01 04/24/07 METALICO INC 2.02,9.01 04/24/07 METROPCS COMMUNICATIONS INC 1.01,5.02,7.01,9.01 04/18/07 MGM MIRAGE DE 7.01,9.01 04/19/07 MICREL INC CA 8.01 04/23/07 Mid-America Bancshares, Inc. TN 2.02,7.01,9.01 04/24/07 MOLLER INTERNATIONAL INC CA 5.02 04/24/07 MTC TECHNOLOGIES INC DE 2.02,9.01 04/24/07 MTR GAMING GROUP INC DE 5.05,8.01,9.01 04/19/07 MUELLER INDUSTRIES INC DE 2.02,9.01 04/24/07 MURPHY OIL CORP /DE DE 5.02,9.01 04/24/07 NANO PROPRIETARY INC TX 3.02,9.01 04/18/07 AMEND NASDAQ STOCK MARKET INC DE 5.02,9.01 04/18/07 NASHUA CORP MA 1.01,1.02,9.01 04/19/07 NATIONAL CITY CORP DE 8.01,9.01 04/24/07 NATIONAL PENN BANCSHARES INC PA 7.01,9.01 04/24/07 NATIONAL RURAL UTILITIES COOPERATIVE DC 8.01 04/24/07 NATUREWELL INC CA 8.01,9.01 04/24/07 Naugatuck Valley Financial Corp X1 2.02 04/23/07 NB&T FINANCIAL GROUP INC OH 2.02,7.01,9.01 04/24/07 NBT BANCORP INC DE 2.02,9.01 04/23/07 NELNET INC NE 8.01,9.01 04/20/07 NEOMAGIC CORP DE 2.02,9.01 04/24/07 NETFONE INC 1.01,9.01 03/09/07 NEURO-HITECH PHARMACEUTICALS INC DE 8.01,9.01 04/24/07 NEUTRON ENTERPRISES INC NV 4.01,9.01 04/18/07 NEW RIVER PHARMACEUTICALS INC VA 3.01,5.01,5.02,5.03,8.01,9.01 04/18/07 NEWALLIANCE BANCSHARES INC 8.01,9.01 04/24/07 NEWMARKET CORP VA 2.02,9.01 04/24/07 NEXITY FINANCIAL CORP DE 8.01,9.01 04/19/07 NOBLE INTERNATIONAL, LTD. DE 5.02 04/18/07 NORTHERN GROWERS LLC SD 8.01 04/20/07 NORTHROP GRUMMAN CORP /DE/ DE 2.02,9.01 04/24/07 NORTHWEST BANCORP INC PA 2.02,9.01 04/23/07 NORTHWESTERN CORP DE 8.01,9.01 04/24/07 NUVEEN INVESTMENTS INC DE 5.02 04/23/07 OCCIDENTAL PETROLEUM CORP /DE/ DE 2.02,8.01 04/24/07 OLD POINT FINANCIAL CORP VA 2.02,9.01 04/24/07 OMNICELL, Inc CA 2.02,9.01 04/23/07 OMNICELL, Inc CA 2.02,9.01 04/24/07 AMEND OMNICOM GROUP INC NY 2.02,7.01,9.01 04/24/07 Option One Mortgage Loan Trust 2007-F DE 2.01,9.01 01/18/07 AMEND optionsXpress Holdings, Inc. DE 5.02 04/24/07 ORACLE CORP 2.01 04/19/07 OVERSEAS SHIPHOLDING GROUP INC DE 8.01,9.01 04/23/07 PACCAR INC DE 2.02,9.01 04/24/07 PACIFIC CAPITAL BANCORP /CA/ CA 2.02,9.01 04/24/07 PARKER HANNIFIN CORP OH 2.02,7.01,9.01 04/24/07 PARTNERRE LTD 2.02,9.01 04/23/07 PC TEL INC DE 2.02,9.01 04/24/07 PENTAIR INC MN 2.02,9.01 04/24/07 PEPSI BOTTLING GROUP INC DE 2.02,9.01 04/24/07 PEPSIAMERICAS INC/IL/ DE 2.02,9.01 04/24/07 PERVASIVE SOFTWARE INC DE 2.02,9.01 04/24/07 PHARMOS CORP NV 8.01,9.01 04/24/07 PHASE FORWARD INC DE 2.02,9.01 04/24/07 PIXELWORKS, INC OR 2.02,9.01 04/24/07 PLAINS EXPLORATION & PRODUCTION CO DE 1.01,2.03,7.01,9.01 04/18/07 PLANETOUT INC DE 5.02 04/18/07 PNC FINANCIAL SERVICES GROUP INC PA 2.02,9.01 04/24/07 POGO PRODUCING CO DE 2.02,9.01 04/24/07 POTLATCH CORP DE 2.02,9.01 04/24/07 POTOMAC BANCSHARES INC WV 2.02 04/24/07 PROGRESS SOFTWARE CORP /MA MA 3.01,9.01 04/18/07 PROVIDENT FINANCIAL HOLDINGS INC DE 2.02,9.01 04/24/07 PYR ENERGY CORP DE 1.01,2.04,3.03,5.02,9.01 04/23/07 RAM ENERGY RESOURCES INC DE 8.01,9.01 04/23/07 RAMP Series 2007-RZ1 Trust DE 8.01,9.01 04/24/07 AMEND RAYMOND JAMES FINANCIAL INC FL 2.02,7.01,9.01 04/24/07 RAYONIER INC NC 2.02,9.01 04/24/07 RBS GLOBAL INC DE 5.02 04/19/07 RECLAMATION CONSULTING & APPLICATIONS CO 1.01,2.03,3.02,9.01 04/24/07 REGIS CORP MN 1.01,9.01 04/18/07 Renaissance Acquisition Corp. DE 5.02 04/20/07 RESPIRONICS INC DE 2.02,7.01 04/24/07 REWARDS NETWORK INC DE 2.02,9.01 04/24/07 RF MICRO DEVICES INC NC 2.02 04/24/07 Riverbed Technology, Inc. DE 2.02,9.01 04/24/07 ROCK OF AGES CORP DE 7.01,9.01 04/24/07 ROCKWELL COLLINS INC DE 2.02,7.01,9.01 04/24/07 RPM INTERNATIONAL INC/DE/ DE 9.01 04/24/07 RURBAN FINANCIAL CORP OH 2.02,7.01,9.01 04/19/07 SALIX PHARMACEUTICALS LTD 8.01,9.01 04/24/07 SAN HOLDINGS INC CO 2.02,9.01 04/24/07 SANDY SPRING BANCORP INC MD 8.01,9.01 04/23/07 SANMINA-SCI CORP DE 2.02,9.01 04/24/07 SEABRIGHT INSURANCE HOLDINGS INC 2.02,9.01 04/24/07 SEATTLE GENETICS INC /WA DE 2.02,9.01 04/24/07 Security Capital Assurance Ltd D0 2.02,9.01 04/23/07 SELECTIVE INSURANCE GROUP INC NJ 2.02,9.01 04/24/07 SEMCO ENERGY INC MI 8.01 04/18/07 SEMITOOL INC MT 2.02,9.01 04/24/07 Seneca Gaming Corp XX 8.01 04/20/07 SEPRACOR INC /DE/ DE 2.02,8.01,9.01 04/20/07 SERVICE CORPORATION INTERNATIONAL TX 7.01,9.01 04/20/07 SHEERVISION, INC. DE 1.01,9.01 04/18/07 Shire plc 2.01,2.03,9.01 04/18/07 SIERRA HEALTH SERVICES INC NV 2.02,9.01 04/24/07 SIGMA ALDRICH CORP DE 2.02,7.01,9.01 04/24/07 SIGMA DESIGNS INC CA 2.02,9.01 04/24/07 SIGNET INTERNATIONAL HOLDINGS, INC. DE 1.01,9.01 04/20/07 SILICON STORAGE TECHNOLOGY INC CA 2.02,9.01 04/24/07 SL GREEN REALTY CORP MD 2.02,7.01,8.01,9.01 04/23/07 SLM CORP DE 2.02 04/24/07 SMITH & WESSON HOLDING CORP NV 1.01,2.03,9.01 04/18/07 SNAP ON INC DE 2.02,9.01 04/24/07 Solar Power, Inc. NV 1.01 04/17/07 SOUTH TEXAS OIL CO NV 2.01,9.01 04/24/07 AMEND SOUTHWEST CASINO CORP 1.01,2.03,9.01 04/20/07 Specialty Underwriting & Residential DE 8.01,9.01 04/24/07 Spectre Technology CORP NV 1.01,3.02,8.01,9.01 04/15/07 AMEND SPEEDWAY MOTORSPORTS INC DE 5.02 04/18/07 SS&C TECHNOLOGIES INC DE 5.02 04/18/07 STAGE STORES INC NV 1.01,9.01 04/20/07 STAMPS.COM INC DE 2.02,9.01 04/19/07 Standard Drilling, Inc. 5.02 04/03/07 STATE BANCORP INC NY 7.01,9.01 04/24/07 STATE BANCORP INC NY 5.02,9.01 04/24/07 STEEL TECHNOLOGIES INC KY 2.02,9.01 04/24/07 STERLING BANCSHARES INC TX 2.02,9.01 04/24/07 STERLING CHEMICALS INC DE 5.02 04/20/07 STERLING FINANCIAL CORP /WA/ WA 8.01,9.01 04/24/07 STONEPATH GROUP INC DE 5.02 04/16/07 STONEPATH GROUP INC DE 2.04 04/17/07 STONEPATH GROUP INC DE 3.01 04/18/07 STUDIO ONE MEDIA, INC. DE 1.01,9.01 04/17/07 STURM RUGER & CO INC DE 5.03,8.01,9.01 04/24/07 STURM RUGER & CO INC DE 2.02,9.01 04/23/07 SUN MICROSYSTEMS, INC. DE 2.02,9.01 04/24/07 SUNOCO LOGISTICS PARTNERS LP DE 2.02,7.01,9.01 04/23/07 SUPERCONDUCTOR TECHNOLOGIES INC DE 1.01 04/23/07 SUPERGEN INC DE 8.01,9.01 04/17/07 SUSQUEHANNA BANCSHARES INC PA 2.02,9.01 04/24/07 SYMBION INC/TN DE 1.01,3.03,7.01,9.01 04/24/07 Synovics Pharmaceuticals NV 1.01,3.02,5.02 04/18/07 Synutra International, Inc. DE 1.01,2.03,3.02,9.01 04/19/07 TASKER PRODUCTS CORP NV 5.02 04/18/07 TCF FINANCIAL CORP DE 2.02,9.01 04/24/07 TCF FINANCIAL CORP DE 2.02,7.01,9.01 04/24/07 TD AMERITRADE HOLDING CORP DE 5.02 04/18/07 TD BANKNORTH INC. DE 2.05 04/24/07 TELLABS INC DE 2.02,9.01 04/24/07 TEMPUR PEDIC INTERNATIONAL INC DE 7.01,9.01 04/24/07 TENGASCO INC TN 2.03 04/19/07 TEXTRON INC DE 1.01,9.01 04/24/07 THOMAS & BETTS CORP TN 2.02,9.01 04/23/07 TIBCO SOFTWARE INC DE 5.02 04/19/07 Titan Global Holdings, Inc. UT 2.02,9.01 04/19/07 TOYOTA MOTOR CREDIT CORP CA 2.03 04/18/07 TRADESTATION GROUP INC FL 2.02,9.01 04/24/07 TRANSCAT INC OH 5.02 04/12/07 TransMontaigne Partners L.P. DE 8.01,9.01 04/20/07 TRI COUNTY FINANCIAL CORP /MD/ 5.02 04/20/07 TRIARC COMPANIES INC DE 1.01,9.01 04/19/07 TRIBUNE CO DE 1.01,2.03,3.02,5.02,9.01 04/23/07 TRIPOS INC UT 3.01,9.01 04/18/07 U S ENERGY SYSTEMS INC DE 3.01,9.01 04/18/07 U S GOLD CORP CO 7.01,9.01 04/24/07 U-Store-It Trust MD 5.02 04/20/07 UCN INC DE 8.01,9.01 04/18/07 UDR, Inc. MD 8.01,9.01 04/23/07 UMB FINANCIAL CORP MO 2.02,9.01 04/24/07 UMB FINANCIAL CORP MO 8.01,9.01 04/24/07 UNITED BANCSHARES INC/OH OH 2.02,7.01,9.01 04/24/07 UNITED STATES STEEL CORP DE 2.02,9.01 04/24/07 UNITY BANCORP INC /NJ/ NJ 2.02,9.01 04/24/07 UNIVERSAL DISPLAY CORP \PA\ PA 1.01 04/19/07 UNIVERSAL PROPERTY DEVELOPMENT & ACQU NV 1.01,2.01,9.01 04/19/07 UNIVERSAL STAINLESS & ALLOY PRODUCTS DE 2.02 04/24/07 USG CORP DE 2.02,9.01 04/24/07 UTAH MEDICAL PRODUCTS INC UT 2.02 04/24/07 V F CORP PA 5.02 04/24/07 V F CORP PA 2.02,7.01,9.01 04/24/07 VEECO INSTRUMENTS INC DE 2.02,9.01 04/24/07 VEECO INSTRUMENTS INC DE 5.02 04/18/07 Visiphor CORP A1 9.01 04/23/07 VITAL LIVING INC AZ 1.01,5.02,9.01 04/19/07 W R GRACE & CO DE 5.02 04/23/07 WAKE FOREST BANCSHARES INC 2.02,9.01 04/23/07 WaMu Asset Acceptance Corp. DE 9.01 04/23/07 WaMu Mortgage Pass-Through Certificat DE 6.01 04/24/07 Warner Music Group Corp. DE 8.01,9.01 04/24/07 WASHINGTON GAS LIGHT CO DC 8.01,9.01 04/20/07 WASTE CONNECTIONS INC/DE DE 7.01 04/24/07 WASTE INDUSTRIES USA INC NC 5.02,5.03,9.01 04/18/07 WASTE SERVICES, INC. A6 2.02,9.01 03/31/07 WATAIRE INTERNATIONAL, INC. WA 5.02 04/18/07 WATERS CORP /DE/ DE 2.02,9.01 04/24/07 WAUSAU PAPER CORP. WI 2.02,9.01 04/24/07 WEBEX COMMUNICATIONS INC DE 2.02,9.01 04/24/07 WEBSENSE INC DE 2.02,9.01 04/24/07 Western Union CO DE 2.02,9.01 04/24/07 WHERIFY WIRELESS INC DE 1.01 04/11/07 WHIRLPOOL CORP /DE/ DE 2.02,9.01 04/24/07 WHITNEY HOLDING CORP LA 2.02,9.01 03/31/07 WILSHIRE ENTERPRISES INC DE 3.01,9.01 04/18/07 WINMARK CORP MN 2.02,7.01,9.01 04/23/07 Wornick CO DE 1.01,9.01 04/18/07 WVS FINANCIAL CORP PA 8.01,9.01 04/24/07 XECHEM INTERNATIONAL INC DE 1.01,3.02,5.02,9.01 04/18/07 YADKIN VALLEY FINANCIAL CORP NC 8.01,9.01 04/24/07 ZALDIVA INC FL 5.02,9.01 04/19/07 ZION OIL & GAS INC DE 1.01,8.01,9.01 03/15/07 ZORAN CORP \DE\ DE 2.02,9.01 04/24/07