SEC NEWS DIGEST Issue 2002-136 July 16, 2002 COMMISSION ANNOUNCEMENTS SEC EXPANDS SHAREHOLDER POWER TO VOTE ON EQUITY COMPENSATION PLANS On July 15, the staff of the Securities and Exchange Commission announced a change in policy regarding the opportunity of shareholders to approve equity compensation plans. The SEC's Division of Corporation Finance today published Staff Legal Bulletin No. 14A announcing that it had changed its position regarding the application of Exchange Act Rule 14a-8, the "shareholder proposal" rule, to equity compensation plans. Previously, the division applied the rule to permit the exclusion of shareholder proposals relating to broad-based equity compensation plans on the basis that they were related to a company's "ordinary business" matters. The Division announced that, going forward, a public company may not rely on the rule's "ordinary business" provision to omit the following proposals from its proxy statement: * Any proposal that focuses on equity compensation plans that may be used to compensate only senior executive officers and directors; and ú Any proposal that focuses on equity compensation plans that potentially would result in material dilution to existing shareholders, regardless of who participates in the plan. Unlike existing proposals of the New York Stock Exchange and the Nasdaq, the new staff interpretation applies to all public companies, not only companies listed or quoted on those markets. Investors and companies with questions about this bulletin are encouraged to call Keir D. Gumbs, Special Counsel, Office of Chief Counsel, Division of Corporation Finance, at (202) 942-2900. (Press Rel. 2002-103) STATEMENT OF CHAIRMAN HARVEY L. PITT ON THE PASSAGE OF S. 2673, THE PUBLIC COMPANY ACCOUNTING REFORM AND INVESTOR PROTECTION ACT OF 2002 On July 15, Chairman Harvey L. Pitt made the following statement concerning passage of S. 2673, The Public Company Accounting Reform and Investor Protection Act of 2002: "Today, under the leadership of Chairman Sarbanes and Ranking Member Gramm, the Senate moved one step closer towards meaningful and effective oversight of accounting regulation in America. "Chairman Sarbanes, especially, should be commended for his meticulous approach in compiling one of the most informed legislative records in recent Senate history on this legislation and for his willingness to work with Members on both sides of the aisle in crafting this compromise legislation. "There is much to commend in the legislation that has passed in the House and Senate, and the SEC looks forward now to working with Congressional leaders in reconciling their proposals and passing a final bill that will help restore investor confidence and integrity in America's capital markets." (Press Rel. 2001-104) ENFORCEMENT PROCEEDINGS SEC INSTITUTES ADMINISTRATIVE PROCEEDING AGAINST JAMES NIES On July 15, the Commission issued an Order Instituting Public Proceedings Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 (Order) against James A. Nies (Nies) of San Francisco, California. In the Order, the Division of Enforcement (Division) alleges that the Commission filed a civil injunctive action entitled SEC v. James A. Nies, Jeffrey Dene Leader and H. Dalton Davlin, Case No. 3:00-CV-465-MU (W.D.N.C.) against Nies, alleging violations of the federal securities laws. The Division further alleges that Nies was enjoined from future violations by a court order issued in November 2001. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Nies an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate and in the public interest. (Rel. 34-46200; File No. 3-10830) SETTLED ADMINISTRATIVE PROCEEDING ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS ENTERED AGAINST WILLIAM KILLEEN The Commission announced that on July 15 it settled an administrative proceeding against William S. Killeen (Killeen). Killeen, without admitting or denying the Commission's findings, consented to the Order barring him from association with any broker or dealer. Pursuant to the Order and Offer of Settlement, the Commission found that on May 20, 1999, in the United States District Court for the Southern District of New York (SDNY), Killeen pled guilty to conspiracy to violate Section 11(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 11a-1 thereunder. On March 15, 2002, Killeen was permanently enjoined, on consent, by the SDNY from violating Sections 11(a) and 17(a) of the Exchange Act and Rules 11a-1 and 17a-3 thereunder. The Commission's complaint alleged, in part, that Killeen, as a principal of The Oakford Corporation (Oakford), a registered broker- dealer, entered into agreements with certain floor brokers to engage in illegal trading on the floor of the New York Stock Exchange (NYSE). Pursuant to the arrangement, accounts were opened at Oakford and falsely identified as a firm proprietary accounts, when, in fact, those accounts were controlled by the floor brokers. The floor brokers agreed to split the profits from the activity in the account with Oakford, with the floor brokers receiving 70-90% of the profits. Various books and records, including order tickets, were falsified to conceal the true nature of the transactions. The Commission's action was the result of an investigation with the United States Attorney's Office for the Southern District of New York, the Internal Revenue Service Criminal Investigation Division, the Federal Bureau of Investigation and the NYSE. (Rel. 34-46201; File No. 3-10831) SETTLED ADMINISTRATIVE PROCEEDING ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS ENTERED AGAINST THOMAS BOCK The Commission announced that on July 15 it settled an administrative proceeding against Thomas Bock (Bock). Bock, without admitting or denying the Commission's findings, consented to the Order barring him from association with any broker or dealer. Pursuant to the Order and Offer of Settlement, the Commission found that on May 20, 1999, in the United States District Court for the Southern District of New York (SDNY), Bock pled guilty to conspiracy to violate Section 11(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 11a-1 thereunder. On March 15, 2002, Bock was permanently enjoined, on consent, by the SDNY from violating Sections 11(a) and 17(a) of the Exchange Act and Rules 11a-1 and 17a-3 thereunder. The Commission's complaint alleged, in part, that Bock, as a principal of The Oakford Corporation (Oakford), a registered broker-dealer, entered into agreements with certain floor brokers to engage in illegal trading on the floor of the New York Stock Exchange (NYSE). Pursuant to the arrangement, accounts were opened at Oakford and falsely identified as a firm proprietary accounts, when, in fact, those accounts were controlled by the floor brokers. The floor brokers agreed to split the profits from the activity in the account with Oakford, with the floor brokers receiving 70-90% of the profits. Various books and records, including order tickets, were falsified to conceal the true nature of the transactions. The Commission's action was the result of an investigation with the United States Attorney's Office for the Southern District of New York, the Internal Revenue Service Criminal Investigation Division, the Federal Bureau of Investigation and the NYSE. (Rel. 34-46202; File No. 3-10832) ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS ENTERED AGAINST EDWARD MUEGER The Commission announced that on July 15 it settled an administrative proceeding against Edward J. Mueger (Mueger). Mueger, without admitting or denying the Commission's findings, consented to an Order barring him from association with any broker or dealer. Pursuant to the Order and Offer of Settlement, the Commission found that on May 20, 1999, in the United States District Court for the Southern District of New York (SDNY), Mueger pled guilty to conspiracy to violate Section 11(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 11a-1 thereunder. On March 15, 2002, Mueger was permanently enjoined, on consent, by the SDNY from violating Sections 11(a) and 17(a) of the Exchange Act and Rules 11a-1 and 17a-3 thereunder. The Commission's complaint alleged, in part, that Mueger entered into an agreement with The Oakford Corporation ("Oakford") to engage in illegal trading on the floor of the New York Stock Exchange ("NYSE"). Pursuant to the arrangement, an account was opened at Oakford and falsely identified as a firm proprietary account, when, in fact, that account was controlled by Mueger. Mueger and Oakford agreed to split the profits from the activity in the account with Oakford, with Mueger receiving 90% of the profits. Various books and records, including order tickets, were falsified to conceal the true nature of the transactions. The Commission's action was the result of an investigation with the United States Attorney's Office for the Southern District of New York, the Internal Revenue Service Criminal Investigation Division, the Federal Bureau of Investigation and the NYSE. (Rel. 34-46203; File No. 3-10833) SETTLED ADMINISTRATIVE PROCEEDING; ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS ENTERED AGAINST THOMAS CAVALLINO AND OAKWOOD SECURITIES, INC. The Commission announced that on July 15 it settled an administrative proceeding against Thomas Cavallino (Cavallino) and Oakwood Securities, Inc. (Oakwood). Cavallino, without admitting or denying the Commission's findings, consented to an Order: (a) barring him from association with any broker or dealer; and (b) revoking Oakwood's registration as a broker-dealer. Pursuant to the Order and Offer of Settlement, the Commission found that on May 20, 1999, in the United States District Court for the Southern District of New York ("SDNY"), Cavallino pled guilty to conspiracy to violate Section 11(a) of the Securities Exchange Act of 1934 ("Exchange Act") and Rule 11a-1 thereunder. On March 15, 2002, Cavallino and Oakwood were permanently enjoined, on consent, by the SDNY from violating Section 17(a) of the Securities Act of 1933 ("Securities Act"), Sections 10(b), 11(a) and 17(a) of the Exchange Act and Rules 11a- 1 and 17a-3 thereunder. The Commission's complaint alleged, in part, that Cavallino, through Oakwood, a registered broker-dealer, entered into an agreement with The Oakford Corporation ("Oakford") to engage in illegal trading on the floor of the New York Stock Exchange ("NYSE"). Pursuant to the arrangement, an account was opened at Oakford and falsely identified as a firm proprietary account, when, in fact, that account was controlled by Cavallino. Cavallino and Oakford agreed to split the profits from the activity in the account with Oakford, with Cavallino receiving 70% of the profits. Various books and records, including order tickets, were falsified to conceal the true nature of the transactions. The Commission's action was the result of an investigation with the United States Attorney's Office for the Southern District of New York, the Internal Revenue Service Criminal Investigation Division, the Federal Bureau of Investigation and the NYSE. (Rel. 34-46204; File No. 3-10834) SEC SETTLES PENDING PROCEEDINGS AGAINST TWO FORMER OFFICERS OF W.R. GRACE & CO. On July 15, the Commission settled pending public administrative and cease-and-desist proceedings instituted against Brian J. Smith, C.P.A. and Philip W. Ryan, III. The proceedings were instituted on December 22, 1998. Without admitting or denying the Commission's findings, Smith consented to the entry of an Order Making Findings and Imposing A Cease- and-Desist Order (the Smith Order) and Ryan consented to the entry of an Order Dismissing Public Cease-and-Desist Proceedings and Providing for Certain Conditional Relief (the Ryan Order). The Smith Order finds that between at least 1991 through the first quarter of 1995, while Smith was an executive vice president and the chief financial officer of W.R. Grace & Co. (Grace), Grace engaged in fraudulent conduct by using reserves to manipulate the reported quarterly and annual earning of its Health Care Group segment and of Grace. The reserves were not in conformity with generally accepted accounting principles. (Grace previously consented, without admitting or denying the Commission's findings, to the entry of an Order requiring it to cease-and-desist from committing or causing any violation and any future violation of Sections 10(b), 13(a) and 13(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. See In the Matter of W. R. Grace & Co., Exchange Act Rel. No. 41578 (June 30, 1999)). The Smith Order further finds that during the first half of 1991, members of management at National Medical Care Inc. (NMC), which was Grace's main health care subsidiary, deferred some of the unanticipated income by increasing or establishing reserves. Thus, rather than report its actual earnings, NMC, at the direction of certain former members of Grace management, including Smith, underreported its earnings for 1991 and 1992. At some point in mid-1991, Smith directed that NMC keep the excess reserves and report Health Care Group earnings consistent with Grace's targeted levels (specifically a 24% growth rate for 1991) because Grace would not be credited by the investing public for growth rates beyond the targeted levels. The excess reserves continued to be used for profit planning purposes in later years. The Smith Order also finds that during the relevant period, Smith discussed the creation and use of the excess reserves with Price Waterhouse LLP (PW), Grace's independent auditors. (PW merged with Coopers & Lybrand L.L.P. on July 1, 1998 to form PricewaterhouseCoopers LLP.) Also during the relevant time period, PW performed audits of Grace's consolidated financial statements and issued audit reports containing unqualified opinions thereon. (Two PW partners who were involved in the audits of Grace's consolidated financial statements consented, without admitting or denying the Commission's findings, to the entry of cease-and-desist orders against causing any violation and any future violation of Sections 13(a) and 13(b) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. See In the Matter of Eugene Gaughan, C.P.A., Exchange Act Rel. No. 41580 (June 30, 1999); In the Matter of Thomas Scanlon, C.P.A., Exchange Act Rel. No. 41581 (June 30, 1999)). The Commission ordered Smith to cease-and-desist from committing or causing any violation and any future violation of Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder, and from causing any violation and any future violation of Sections 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13 thereunder. The Commission also dismissed the pending proceedings against Smith brought pursuant to Rule 102(e) of the Commission's Rules of Practice. The Ryan Order dismisses the pending cease-and-desist proceedings against Ryan without prejudice. The Ryan Order also provides that under certain circumstances, if Ryan engages in certain conduct leading to any triggering event as set forth in the Ryan Order, the Commission may impose an order against Ryan requiring him to cease-and-desist from causing any violation and any future violation of Sections 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1, 13a-13 thereunder, and from committing or causing any violation and any future violation of Rule 13b2-1 under the Exchange Act. The proceedings continue against other named respondents. (Rel. 34- 46205; AAE Rel 1593; File No. 3-9793; Rel. 34-46206; AAE Rel 1594; File No. 3-9793) SCOTT GINSBURG, FORMER CEO OF EVERGREEN MEDIA CORPORATION, ORDERED TO PAY ONE MILLION DOLLAR PENALTY FOR INSIDER TRADING Scott K. Ginsburg, the former chairman and chief executive officer of Evergreen Media Corporation, who was found liable for insider trading, was ordered to pay a $1 million civil penalty by Judge Kenneth L. Ryskamp of the United States District Court for Southern District of Florida. The civil penalty against Ginsburg is the largest penalty ordered by a federal district court against a non-trading tipper. However, the court declined the Commission's request for a permanent injunction to enjoin Ginsburg from future violations of the antifraud and tender offer provisions of the federal securities laws. Judge Ryskamp's order, which was issued July 8, 2002, resulted from a seven-day trial which concluded on April 16, 2002 with a verdict that Ginsburg had violated Sections 10(b) and 14(e) of the Securities Act of 1934 and Rules 10b-5 and 14e-3 thereunder. The federal jury found Ginsburg liable for illegal insider trading based on his tips to, and trading by, his brother, Mark J. Ginsburg, and father, Jordan E. Ginsburg, in the common stock of EZ Communications, Inc., formerly a NASDAQ-listed company, and Katz Media Group, Inc., formerly listed on the American Stock Exchange. However, the Court did not determine Ginsburg's sanctions at the time of the jury's verdict. Previously, on March 30, 2002, Mark Ginsburg and Jordan Ginsburg settled the SEC's allegations of insider trading, by consenting to the entry of final judgments, which were entered on April 1, 2002, that included permanent injunctions, disgorgement, prejudgment interest and civil money penalties totaling over $4.7 million. The SEC acknowledges the valuable assistance provided by The American Stock Exchange in certain parts of the investigation of this matter. For further information see LR-17482, LR-17455, and LR-16275. [SEC v. Scott K. Ginsburg, Civil Action No. 99-8694-CIV-RYSKAMP (S.D.Fla. West Palm Beach Div.)] (LR-17612) CEO'S MOTHER AND SISTER DEFY COURT ORDER IN $91 MILLION SECURITIES FRAUD ACTION; COURT HOLDS THEM IN CONTEMPT On July 9, the United States District Court in Seattle held in contempt two of the defendants in a $91 million securities fraud action brought by the Securities and Exchange Commission and ordered them to turn over a Cadillac Escalade and a $57,000 Dodge Ram Truck immediately or pay a $1,000 fine that would double each day. The next day, the two defendants -- Bonnie M. Couch, 60, of Bainbridge Island, Washington and Kimberly Alexander, 39, of Poulsbo, Washington, the mother and sister of Health Maintenance Centers, Inc. (HMC) and Znetix Inc.'s CEO -- turned over the luxury automobiles to the court-appointed receiver. Previously, the SEC filed an emergency action on January 23, 2002, against Znetix, HMC, three related companies, their controlling executives, and several family members of the CEO, alleging that the executives falsely promised investors lucrative profits from the imminent initial public offering of Znetix. In connection with that emergency action, the Court ordered all defendants to turn over control of their automobiles, watercraft and aircraft to the court-appointed receiver. In April 2002, two of the defendants, Couch and Alexander, defied the Court's order and refused to turn over the Cadillac Escalade and Dodge Ram. As a result, the SEC on April 30, 2002 filed a motion to hold Couch and Alexander in contempt of court. At a hearing on July 9, the Court found that Couch and Alexander had failed to comply with the Court's prior order and held them in contempt. [SEC v. HEALTH MAINTENANCE CENTERS, INC., ZNETIX, INC., CASCADE POINTE OF ARIZONA, LLC, CASCADE POINTE OF NEVIS, LLC, KEVIN L. LAWRENCE, DONOVAN C. CLAFLIN, CLIFFORD G. BAIRD, BAINBRIDGE HUMAN PERFORMANCE CENTERS, PLLC, KIMBERLY ALEXANDER, BONNIE M. COUCH, STACY GRAY, and VICKI L. LAWRENCE, Civil Action No. C 02-0153 P (W.D. Wash.)] (LR-17613) JUDGMENT ENTERED HORTONS IN CONNECTION WITH AMERICAN AUTOMATION OFFERING FRAUD The Commission announced that that on May 31, 2002, Judge Sidney A. Fitzwater of the United States District Court for the Northern District of Texas (Dallas) entered a final judgment in a $4.48 million-dollar offering fraud scheme against Kendyll R. Horton (Borger, Texas) and his mother Hazel A. Horton (Borger, Texas). The judgment orders the Hortons to disgorge $4.48 million, together with $1.4 million in prejudgment interest, to a court-appointed receiver for the benefit of defrauded investors, orders each of the Hortons to pay a $110,000 civil money penalty, and enjoins the Hortons from violating the registration and antifraud provisions of the federal securities laws (Sections 5(a) and (c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder). The Hortons and others operated a fraudulent scheme in which they induced persons to invest $4.48 million in American Automation, Inc. The Hortons and the others misrepresented the business activities and prospects of American Automation, Inc., and omitted to inform investors that the Hortons were transferring investors' money to other entities owned and controlled by the Hortons and to personal uses. For further information, see Litigation Release No. 15804 (July 13, 1998), Litigation Release No. 15863 (August 31, 1998), Litigation Release No. 15872 (February 23, 2001). [SEC v. American Automation, Inc., et al., Civil Action No. 3:98-CV-1596-D (N.D. Tex.) (Judge Fitzwater)] (LR-17614) DEFENDANTS IN TEL-ONE, INC. PUMP-AND-DUMP SCHEME AGREE TO PAY MORE THAN $2 MILLION IN DISGORGEMENT AND PENALTIES Court also Imposes Permanent Injunctions The Commission announced the settlement of most of its claims arising out of its January 2002 emergency action and trading suspension against Tel-One, Inc. and certain of its principals and promoters. The settlement, which the Court entered on July 12, 2002, imposes more than $2 million in disgorgement and penalties, and permanently enjoins all of the defendants from future violations of the antifraud provisions of the federal securities laws. The SEC also announced that it intends to ask the court to appoint a claims administrator to disburse the defendants' ill-gotten gains to investors who were victimized by the scheme. The SEC's complaint, filed on January 22, 2002, alleged that Tampa, Florida-based Tel-One, two of its major shareholders, George Carapella (Carapella) and Alan Lipstein (Lipstein), and Tel-One's president, W. Kris Brown (Brown), used a Tampa-based stock promoter, Media Broadcast Solutions, Inc. (Media Broadcast), to place fraudulent advertisements in local and national newspapers, including the January 16, 2002 edition of the Wall Street Journal. The SEC's complaint alleged that defendants Carapella and Lipstein have recent felony convictions, and sold hundreds of thousands of Tel-One shares after they had successfully inflated Tel- One's stock price. In addition to consenting to the entry of permanent injunctions from future violations 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 defendants agreed to the following monetary relief: * Carapella and Lipstein, jointly and severally with certain relief defendants, will each disgorge $909,670, plus prejudgment interest, representing their profits from their sales of Tel-One stock; * Carapella and Lipstein will pay civil money penalties of $75,000 and $50,000, respectively; * LaFauci will disgorge the $8,635 that he profited from his Tel-One stock sales, plus prejudgment interest, and will, together with Media Broadcast, pay a civil money penalty of $30,000; and * Brown will pay a civil money penalty of $30,000. In separate administrative proceedings, Carapella, Lipstein and LaFauci also consented to the entry of orders barring them from participating in any offering of a penny stock. As part of the settlement, the Commission agreed to dismiss its claims for disgorgement against Brown, Tel-One and Media Broadcast, and its claims for a civil money penalty against Tel-One. All of the defendants consented to the above relief without admitting or denying the allegations against them. For more information on earlier actions in this case, see Litigation Release No. 17337 (January 24, 2002), announcing the filing of this matter, and Securities Exchange Act Of 1934 Release No. 45323 (January 23, 2002), announcing the Commission's trading suspension. [SEC v. Tel- One, Inc., et al., No. 8:02-CV-120-T-30TGW, M.D. Fla.] (LR-17615) INVESTMENT COMPANY ACT RELEASES MERRIMAC MASTER PORTFOLIO, ET AL. An order has been issued on an application filed by Merrimac Master Portfolio, et al., exempting applicants from Section 15(a) of the Investment Company Act and Rule 18f-2 under the Act. The order permits applicants to enter into and materially amend subadvisory agreements without shareholder approval. (Rel. IC-25659 - July 15) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE- 2002-32) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 relating to the time and manner in which the appropriate allocation committee may reallocate a security. Publication of the proposal is expected in the Federal Register during the week of July 15. (Rel. 34- 46183) The Pacific Exchange filed a proposed rule change (SR-PCX-2002-33) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to revise the process for designating arbitrators for member-to-member disputes. Publication of the proposal is expected in the Federal Register during the week of July 15. (Rel. 34-46190) The New York Stock Exchange filed a proposed rule change and Amendments Nos. 1 and 2 (SR-NYSE-2001-24) under Section 19(b)(1) of the Securities Exchange Act of 1934 relating to NYSE Rule 97, which limits member trading because of block positioning. Publication of the proposal is expected in the Federal Register during the week of July 15. (Rel. 34- 46191) The American Stock Exchange filed a proposed rule change (SR-AMEX-2002- 19) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 relating to specialist performance evaluation procedures for Nasdaq securities traded pursuant to unlisted trading privileges. Publication of the proposal is expected in the Federal Register during the week of July 15. (Rel. 34-46196) The Commission published for comment a proposed rule change (SR-ISE-2002- 13) of the International Securities Exchange that would provide that limit orders entered for the account of options market makers from other exchanges must be designated as immediate-or-cancel orders. Publication is expected in the Federal Register during the week of July 15. (Rel. 34-46197) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval of a proposed rule change filed by the Chicago Board Options Exchange (SR-CBOE-2002-31) relating to handling of customer orders through a new Large Order Utility. Publication of the proposal is expected in the Federal Register during the week of July 15. (Rel. 34-46185) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change by the Pacific Exchange (SR-PCX-2002-35) relating to housekeeping and technical amendments to PCX Equities, Inc. (PCXE) rules in order to incorporate those rules into the new PCXE rules governing the Archipelago Exchange Facility has become effective under Section 19(b)(3)(A)(iii) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of July 15. (Rel. 34-46193) The International Securities Exchange filed a proposed rule change (SR- ISE-2002-16) concerning changes to its schedule of fees, including the imposition of a cancellation fee applicable to orders on the ISE's Order Routing System. The proposed rule change became effective immediately upon filing 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 July 15. (Rel. 34-46189) NOTICE OF WITHDRAWAL OF PROPOSED RULE CHANGE A proposed rule change and Amendment Nos. 1, 2, and 3 thereto filed by the American Stock Exchange relating to specialist unit fees (SR-Amex- 2002-08) has been withdrawn. Publication of the withdrawal is expected in the Federal Register during the week of July 15. (Rel. 34-46198) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-8 SOMANETICS CORP, 1653 E MAPLE ROAD, TROY, MI, 48083, 2486893050 - 0 ($1,279,206.24) Equity, (File 333-92368 - Jul. 15) (BR. 36) S-8 AMERICAN ORIENTAL BIOENGINEERING INC, NO.12 JIANCE ROAD, NANGANG DISTRICT, HARBIN, CHINA, C1, 15008, 86-451-666-6601 - 0 ($840,000.00) Equity, (File 333-92370 - Jul. 15) (BR. 08) S-8 1ST GENX INC, 565 BERNARD SUITE 101, KELOWNA, CANADA V1Y 8R4, A1, 00000, 2508609551 - 1,350,000 ($270,000.00) Debt Convertible into Equity, (File 333-92372 - Jul. 15) (BR. 09) S-8 COMMONWEALTH TELEPHONE ENTERPRISES INC /NEW/, 100 CTE DRIVE, PO BOX 800, DALLAS, PA, 18612-9799, 7176742700 - 0 ($80,480,000.00) Equity, (File 333-92374 - Jul. 15) (BR. 37) S-8 WORLD WRESTLING FEDERATION ENTERTAINMENT INC, 1241 E MAIN ST, STAMFORD, CT, 06902, 2033528600 - 2,000,000 ($22,940,000.00) Equity, (File 333-92376 - Jul. 15) (BR. 05) S-8 COMPUTERIZED THERMAL IMAGING INC, 476 HERITAGE PARK BLVD SUITE 210, LAYTON, UT, 84041, 8017764700 - 350,000 ($273,000.00) Equity, (File 333-92378 - Jul. 15) (BR. 36) S-3 VERSAR INC, 6850 VERSAR CENTER, SPRINGFIELD, VA, 22151, 7037503000 - 0 ($2,119,176.00) Equity, (File 333-92382 - Jul. 15) (BR. 06) S-8 FTI CONSULTING INC, 900 BESTGATE RD, SUITE 100, ANNAPOLIS, MD, 21401, 4102248770 - 0 ($55,496,500.00) Equity, (File 333-92384 - Jul. 15) (BR. 08) S-4 GIANT INDUSTRIES INC, 23733 N SCOTTSDALE RD, SCOTTSDALE, AZ, 85255, 4805858888 - 200,000,000 ($200,000,000.00) Non-Convertible Debt, (File 333-92386 - Jul. 15) (BR. 04) S-3 ATWOOD OCEANICS INC, 15835 PARK TEN PL DR, SUITE 200, HOUSTON, TX, 77084, 2817497845 - 0 ($250,000,000.00) Unallocated (Universal) Shelf, (File 333-92388 - Jul. 15) (BR. 04) N-2 ALTIS LIMITED ALTERNATIVE STRATEGY FUND LLC, 12835 EAST ARAPAHOE ROAD, TOWER 1 PENTHOUSE, ENGLEWOOD, CO, 80112, 3033971963 - 50,000,000 ($50,000,000.00) Limited Partnership Interests, (File 333-92390 - Jul. 15) (BR. 16) S-4 SYMMETRICOM INC, 2300 ORCHARD PARKWAY, SAN JOSE, CA, 95131-1017, 4084287813 - 0 ($10,832,220.00) Equity, (File 333-92392 - Jul. 15) (BR. 37) S-3 SKYWORKS SOLUTIONS INC, 20 SYLVAN ROAD, WOBURN, MA, 01801, 6179355150 - 0 ($390,693,119.96) Equity, (File 333-92394 - Jul. 15) (BR. 36) S-3 BLACK HILLS POWER INC, 625 NINTH ST, PO BOX 1400, RAPID CITY, SD, 57709, 6053481700 - 0 ($75,000,000.00) Non-Convertible Debt, (File 333-92398 - Jul. 15) (BR. 02) S-8 ENCORE MEDICAL CORP, 9800 METRIC BOULEVARD, P O BOX 1900, AUSTIN, TX, 78758, 5128329500 - 1,000,000 ($3,330,000.00) Equity, (File 333-92400 - Jul. 15) (BR. 36) S-3 BOSTON PROPERTIES INC, 800 BOYLSTON STREET, SUITE 400, BOSTON, MA, 02199, 6172363300 - 0 ($39,823,653.15) Equity, (File 333-92402 - Jul. 15) (BR. 08) S-8 STEELCLOUD INC, 1306 SQUIRE COURT, DULLES, VA, 20166, 7034500400 - 1,200,000 ($1,812,000.00) Equity, (File 333-92406 - Jul. 15) (BR. 03) S-3 P COM INC, 3175 S WINCHESTER BLVD, CAMPBELL, CA, 95008, 4088663666 - 0 ($2,636,785.78) Equity, (File 333-92408 - Jul. 15) (BR. 37) S-8 SILICON VALLEY BANCSHARES, 3003 TASMAN DR, M/S NC820, SANTA CLARA, CA, 95054, 4086547400 - 0 ($37,260,000.00) Equity, (File 333-92410 - Jul. 15) (BR. 07) S-8 SANDERSON FARMS INC, 225 N 13TH AVE, PO BOX 988, LAUREL, MS, 39441, 6016494030 - 0 ($16,867,500.00) Equity, (File 333-92412 - Jul. 15) (BR. 04) S-8 SONTRA MEDICAL CORP, 58 CHARLES STREET, CAMBRIDGE, MA, 02141, 6174945337 - 2,366,539 ($6,015,799.00) Equity, (File 333-92414 - Jul. 15) (BR. 36) S-8 HAWTHORNE FINANCIAL CORP, 2381 ROSECRANS AVE, EL SEGUNDO, CA, 90245, 3107255000 - 0 ($33,307,841.00) Equity, (File 333-92416 - Jul. 15) (BR. 07) S-3 W HOLDING CO INC, 19 WEST MCKINLEY STREET, MAYAGUEZ, PR, 00681-1180, 7878348617 - 0 ($150,000,000.00) Equity, (File 333-92418 - Jul. 15) (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. 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 DATE COMMENT ------------------------------------------------------------------------------------ ABM INDUSTRIES INC /DE/ DE X X 07/12/02 ACE SECURITIES CORP DE X X 07/12/02 ADVANTA BUSINESS SERVICES CORP DE X 07/10/02 ADVANTA BUSINESS SERVICES CORP DE X 07/10/02 ADVANTA CORP DE X X 07/15/02 ADVANTA EQUIPMENT LEASING RECEIVABLES NV X 07/10/02 AEROVOX INC DE X X 06/28/02 AGATE TECHNOLOGIES INC DE DE X X 07/12/02 AIRCRAFT FINANCE TRUST DE X 07/15/02 ALDILA INC DE X X 07/12/02 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE X X 07/12/02 ALLIANCE CAPITAL MANAGEMENT L P DE X X 07/12/02 AMERICA FIRST ASSOCIATES CORP CO X 05/01/02 AMERICA FIRST ASSOCIATES CORP CO X 12/31/01 AMEND AMERICAN EXPRESS CREDIT ACCOUNT MASTE DE X X 07/15/02 AMERICAN EXPRESS MASTER TRUST DE X X 07/15/02 AMERICAN HOME MORTGAGE HOLDINGS INC DE X 06/28/02 AMERICAN PHYSICIANS SERVICE GROUP INC TX X 07/15/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 07/10/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 07/10/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 07/10/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR X X 07/10/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 07/10/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 07/10/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 07/10/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 07/10/02 ANYTHING2SHIP INC DE X 06/27/02 AMEND ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ARCADIA RECEIVABLES FINANCE CORP DE X X 07/15/02 ATWOOD OCEANICS INC TX X X X 07/15/02 ATWOOD OCEANICS INC TX X X 07/15/02 AVALONBAY COMMUNITIES INC MD X X 07/11/02 AVNET INC NY X X 07/15/02 BANC ONE CREDIT CARD MASTER TRUST NY X X 07/15/02 BANK OF AMERICA CORP /DE/ DE X X X 07/15/02 BANYAN STRATEGIC REALTY TRUST MA X X 07/11/02 BIOMARIN PHARMACEUTICAL INC DE X 07/15/02 BIOSYNTECH INC X X 06/26/02 CARMAX AUTO OWNER TRUST 2002-1 DE X X 06/30/02 CC MASTER CREDIT CARD TRUST II MD X 07/15/02 CENTERPOINT CORP DE X X 07/11/02 AMEND CENTURYTEL INC LA X X 07/01/02 CIRCUIT CITY CREDIT CARD MASTER TRUST DE X X 06/30/02 CIT GROUP INC DEL DE X X 07/12/02 COASTAL CARIBBEAN OILS & MINERALS LTD D0 X 07/15/02 COLLATERALIZED ASSET-BACKED BONDS SER DE X X X 06/26/02 COMMUNITY BANKSHARES INC /SC/ SC X 07/01/02 COMPUTER TASK GROUP INC NY X 07/15/02 CONTOUR ENERGY CO DE X X 07/15/02 CONVERGENCE COMMUNICATIONS INC NV X X 07/08/02 COPPER CORP CO X X 06/30/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 06/27/02 DAIMLERCHRYSLER SERVICES NORTH AMERIC MI X X 07/12/02 DISCOVER CARD MASTER TRUST I DE X 07/15/02 DSP GROUP INC /DE/ DE X X 07/15/02 EL PASO CORP/DE DE X X 07/12/02 EL PASO ELECTRIC CO /TX/ TX X 07/15/02 EL PASO ENERGY PARTNERS LP DE X 07/15/02 ELGAR HOLDINGS INC DE X X 06/26/02 EMMIS COMMUNICATIONS CORP IN X 05/14/02 AMEND EMMIS OPERATING CO IN X 05/14/02 AMEND EMPIRE ENERGY CORP UT X 07/12/02 ESSENTIAL REALITY INC NV X X 07/12/02 EXIDE CORP DE X 07/15/02 FALCONSTOR SOFTWARE INC DE X 07/03/02 FEI CO OR X X 07/11/02 FIDELITY FEDERAL BANCORP IN X X 07/12/02 FINGERHUT RECEIVABLES INC DE X 07/15/02 FIRST NBC CREDIT CARD MASTER TRUST X 07/10/02 FIRST USA BANK NATIONAL ASSOCIATION X X 07/15/02 FIRST USA BANK NATIONAL ASSOCIATION X X 07/15/02 FIRST USA BANK NATIONAL ASSOCIATION X X 07/10/02 FIRST USA BANK NATIONAL ASSOCIATION X X 07/15/02 FIRST USA BANK NATIONAL ASSOCIATION X 07/15/02 FIRSTPLUS FINANCIAL GROUP INC NV X X X 06/28/02 FLEET CREDIT CARD MASTER TRUST II NY X 07/15/02 FLEETBOSTON FINANCIAL CORP RI X X 07/15/02 FNANB CREDIT CARD MASTER TRUST X X 06/30/02 FORD CREDIT AUTO RECEIVABLES TWO LLC DE X X 06/30/02 FORD CREDIT FLOORPLAN MASTER OWNER TR DE X X 06/30/02 FORD CREDIT FLOORPLAN MASTER OWNER TR DE X X 06/30/02 FREEPORT MCMORAN COPPER & GOLD INC DE X 07/10/02 FRONTSTEP INC OH X X 07/09/02 FULLPLAY MEDIA SYSTEMS INC WA X 07/15/02 GADZOOX NETWORKS INC DE X X 06/11/02 AMEND GENESIS TECHNOLOGY GROUP INC FL X 06/30/02 GIANT INDUSTRIES INC DE X 07/15/02 GREATAMERICA LEASING RECEIVABLES 2002 DE X X 07/15/02 HERBALIFE INTERNATIONAL INC NV X X 07/11/02 HIBERNIA CORP LA X X 06/30/02 HILLENBRAND INDUSTRIES INC IN X X 07/15/02 HOMETOWN AUTO RETAILERS INC DE X X 07/11/02 HOWTEK INC DE X X X 06/28/02 HUGHES ELECTRONICS CORP DE X 07/15/02 IBERIABANK CORP LA X X 07/15/02 INDYMAC MBS INC X X 08/30/01 INDYMAC MBS RESIDENTIAL ASSET SECURIT X X 05/29/02 INFOGRAMES INC DE X X 04/30/02 AMEND INTERNET VIP INC DE X 07/01/02 INTERSTATE GENERAL CO L P DE X X 07/11/02 INVESTORS REAL ESTATE TRUST ND X 07/14/02 AMEND ITIS INC DE X X 07/01/02 JARDINE FLEMING CHINA REGION FUND INC MD X 07/15/02 KANSAS CITY SOUTHERN DE X X 07/03/02 KEYSTONE PROPERTY TRUST MD X X 07/09/02 KNOLOGY BROADBAND INC DE X X 06/20/02 AMEND LABORATORY CORP OF AMERICA HOLDINGS DE X X 07/15/02 LAWSON SOFTWARE INC DE X X 06/28/02 LEASE INVESTMENT FLIGHT TRUST DE X 07/15/02 MAGIC MEDIA NETWORKS INC DE X X 07/15/02 MBNA AMERICA BK NAT ASSOC MBNA MASTER X 06/30/02 MBNA CORP MD X 06/30/02 MBNA CREDIT CARD MASTER NOTE TRUST X X 06/30/02 MCGRATH RENTCORP CA X 07/09/02 MCMORAN EXPLORATION CO /DE/ DE X 07/10/02 MCSI INC MD X X X 06/28/02 MELLON BANK N A MA X 07/09/02 MERITAGE CORP MD X X 07/12/02 MID-STATE BANCSHARES CA X X 07/12/02 MILLENNIUM PHARMACEUTICALS INC DE X X 07/15/02 MMCA AUTO OWNER TRUST 2002-2 X X 07/15/02 MOLLER INTERNATIONAL INC CA X 07/12/02 MOTO PHOTO INC DE X 07/10/02 MOTO PHOTO INC DE X 07/10/02 NATIONAL PRESTO INDUSTRIES INC WI X 07/15/02 NETDIGEST COM INC DE X X X 06/30/02 NETRATINGS INC DE X X 05/07/02 NEWPORT INTERNATIONAL GROUP INC DE X X 07/15/02 NEXTMEDIA OPERATING INC X X 06/25/02 NORTHERN TRUST CORP DE X X 07/15/02 NORTHLAND CABLE PROPERTIES EIGHT LIMI WA X X 07/10/02 NORTHLAND CABLE PROPERTIES SEVEN LIMI WA X X 07/10/02 NORTHLAND CABLE TELEVISION INC WA X X 07/10/02 OCCAM NETWORKS INC/DE DE X X 07/10/02 OHIO CASUALTY CORP OH X X 05/29/02 PACIFIC CMA INC CO X X 04/30/02 AMEND PACIFIC CONTINENTAL CORP OR X 07/15/02 PACKAGING DYNAMICS CORP DE X X 07/01/02 POINT 360 CA X 09/30/02 POPE & TALBOT INC /DE/ DE X X 07/14/02 PROSPERITY BANCSHARES INC TX X X 07/15/02 PROSPERITY BANCSHARES INC TX X X 07/15/02 PROVIDIAN FINANCIAL CORP DE X 06/30/02 PS BUSINESS PARKS INC/CA CA X X 07/12/02 RANGE RESOURCES CORP DE X X X 07/15/02 RELIANT ENERGY INC TX X 07/12/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 07/15/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 07/15/02 RETURN ASSURED INC DE X X 07/12/02 RVM INDUSTRIES INC DE X X 07/09/02 SAKS CREDIT CARD MASTER TRUST NV X X 07/15/02 SANGSTAT MEDICAL CORP DE X X 07/10/02 SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 07/15/02 SELECTICA INC DE X X 07/09/02 SKYWEST INC UT X X 06/24/02 AMEND SKYWEST INC UT X X 06/24/02 AMEND SL GREEN REALTY CORP MD X 03/27/02 AMEND SMART & FINAL INC/DE DE X 07/08/02 SOUTHWEST SECURITIES GROUP INC DE X X 06/28/02 STATEN ISLAND BANCORP INC DE X X 07/12/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 06/25/02 SUNTRUST BANKS INC GA X X 07/12/02 TEPPCO PARTNERS LP DE X X 04/19/02 TRANSMONTAIGNE INC DE X X 06/28/02 TRIQUINT SEMICONDUCTOR INC DE X X 07/01/02 TXU CORP /TX/ TX X X X 07/01/02 U S LABORATORIES INC DE X 05/01/02 AMEND UNITED PAN EUROPE COMMUNICATIONS NV X 07/15/02 VALERO L P DE X X 07/10/02 VAXGEN INC DE X X 07/02/02 VENTURE HOLDINGS CO LLC MI X X 07/15/02 VERTICALNET INC PA X X X 06/28/02 WELLS FARGO ASSET SEC CORP MORT BK SE DE X X 05/29/02 WELLS REAL ESTATE INVESTMENT TRUST IN MD X 05/01/02 AMEND WEST BANCORPORATION INC IA X 07/11/02 WHITE MOUNTAINS INSURANCE GROUP LTD DE X X 11/01/01 AMEND WHITE MOUNTAINS INSURANCE GROUP LTD DE X X 06/01/01 AMEND WHITE MOUNTAINS INSURANCE GROUP LTD DE X X 11/01/01 AMEND WILLIS LEASE FINANCE CORP DE X X 07/12/02 WILSHIRE FINANCIAL SERVICES GROUP INC DE X X 07/11/02 WINSTON HOTELS INC NC X X 07/01/02 WORLD OMNI AUTO RECEIVABLES LLC DE X X 07/15/02 WORLDCOM INC GA X X 07/12/02 XENICENT INC NC X 06/30/02 YAMAHA MOTOR RECEIVABLES CORP DE X 07/15/02 ZENASCENT INC DE X 04/30/02 AMEND ZONAGEN INC DE X 07/11/02 ZONAGEN INC DE X X 07/15/02