SEC NEWS DIGEST Issue 2002-201 October 17, 2002 COMMISSION ANNOUNCEMENTS SEC PROPOSES ADDITIONAL DISCLOSURES, PROHIBITIONS TO IMPLEMENT SARBANES-OXLEY ACT On Oct. 16, the Commission voted to propose rules implementing provisions of the Sarbanes-Oxley Act. The proposed rules concerning Sections 404, 406 and 407 of the Act would require public companies to disclose information about internal control reports, company codes of ethics and audit committee financial experts. Proposed rule changes dealing with provisions of Section 303 would prohibit actions designed to improperly influence auditors. The Commission also took actions relating to the process for registration as a national securities exchange for the sole purpose of trading securities futures. Securities Futures Exchange Registration Acknowledgements The Commission decided to authorize publication, as directed by Section 6(g)(3) of the Securities Exchange Act of 1934, of acknowledgements of receipt of the Forms 1-N received from the Chicago Mercantile Exchange Inc., OneChicago LLC and Nasdaq LIFFE Markets LLC. The Commission also voted to delegate authority to the Director of the Division of Market Regulation to publish such acknowledgements of receipt of Forms 1-N filed with the Commission in the future. Sarbanes-Oxley Disclosure Requirements The Commission decided to publish for comment proposed rules implementing Sections 404, 406 and 407 of the Sarbanes-Oxley Act. The proposed rules would require companies to include the following new disclosures in their Exchange Act filings. * Pursuant to Section 407, a company would be required to disclose the number and names of the "financial experts" serving on the company's audit committee and that they are independent of management, as determined by the company's board of directors. * Pursuant to Section 406, a company would be required to disclose whether the company has adopted a code of ethics for the company's principal executive officer and senior financial officers, or if it has not, why it has not; and to disclose on a current basis amendments to, and waivers from, the code of ethics relating to any of those officers. * Pursuant to Section 404, a company would be required to file, in its annual report, an internal control report of management stating: * management's responsibilities for establishing and maintaining adequate internal controls and procedures for financial reporting for the company, * management's conclusions about the effectiveness of the company's internal controls and procedures for financial reporting as of the end of the company's most recent fiscal year, and * that the company's registered public accountant has attested to, and reported on, management's evaluation of the company's internal controls and procedures for financial reporting. The Commission also decided to propose similar rules with respect to registered investment companies under Sections 407 and 406, dealing with financial experts and codes of ethics. Under Section 405 of the Sarbanes-Oxley Act, the internal control report requirements of Section 404 do not apply to investment companies. Financial Experts The proposed rules regarding financial experts would define the term "financial expert" by requiring such a person to have all of the attributes listed in Section 407 of the Sarbanes-Oxley Act. They also would provide a list of factors that companies should consider when determining whether a member of the audit committee is a financial expert. Codes of Ethics In addition to the previously discussed disclosures, the proposed rules would define a code of ethics as a codification of standards that is reasonably necessary to deter wrongdoing and to promote: (1) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (2) avoidance of conflicts of interest, including disclosure to an appropriate person or persons identified in the code of any material transaction or relationship that reasonably could be expected to give rise to such a conflict; (3) full, fair, accurate, timely, and understandable disclosure in reports and documents that a company files with, or submits to, the Commission and in other public communications made by the company; (4) compliance with applicable governmental laws, rules and regulations; (5) the prompt internal reporting of code violations to an appropriate person or persons identified in the code; and (6) accountability for adherence to the code. A company would be required to disclose in its annual report whether it has a code of ethics. Companies, other than foreign private issuers and registered investment companies, would be required to disclose either on Form 8-K or on their Internet Web sites any changes to, or waivers of, such code of ethics. Foreign private issuers and registered investment companies would be required to disclose changes to, and waivers of, such codes of ethics in their periodic reports or on their Internet Web sites. Internal Control Reports The proposed rules would require a company to file an annual internal control report as part of its annual report. This report would address management's responsibility to establish internal controls and procedures for financial reporting and require management to evaluate the effectiveness of those controls and procedures as of the last day of the company's fiscal year. Under Section 404(b) of the Sarbanes-Oxley Act, the company's auditor must attest to, and report on, management's assertions in the internal control report. The company must state this fact and file the auditor's attestation in its annual report. In addition, recently adopted rules require companies to conduct a quarterly evaluation of their disclosure procedures and controls. The proposed rules would also require companies to conduct quarterly evaluations of their internal controls and procedures for financial reporting. They would also make conforming revisions to recently adopted certifications by a company's principal executive and financial officers regarding the company's quarterly and annual reports, and related rules. Comments on the rule proposals should be received by the Commission within 30 days of their publication in the Federal Register. Sarbanes-Oxley Prohibitions of Improperly Influencing Auditors The Commission voted to propose rule amendments to implement Section 303 of the Sarbanes-Oxley Act of 2002. Section 303(a) prohibits an issuer's officers, directors, and persons acting under the direction of an officer or director, from taking any action to fraudulently influence, coerce, manipulate or mislead the auditor of the issuer's financial statements for the purpose of rendering those financial statements materially misleading. Comments on the proposed amendments should be received by the Commission within 30 days of their publication in the Federal Register. The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. Comments will be collected for 30 days following publication of the proposals in the Federal Register. (Press Rel. 2002-150) RULES MANDATING EDGAR FILING FOR FOREIGN ISSUERS WILL BECOME EFFECTIVE On Oct. 16, the staff of the Securities and Exchange Commission reminded foreign issuers, their advisers and other interested persons that the rule amendments mandating EDGAR filing for foreign issuers will become effective Nov. 4, 2002. EDGAR is the SEC's Electronic Data Gathering, Analysis and Retrieval System. The new rules require foreign private issuers and foreign governments to file most of their Securities Act and Exchange Act documents on EDGAR. A complete discussion of these rule amendments, which the SEC adopted on May 8, 2002, is contained in Release No. 33-8099, and is located on the SEC Web site at: http://www.sec.gov/rules/final/33-8099.htm. In that release, foreign issuers were encouraged to file voluntarily their securities documents on EDGAR during the nearly six-month transition period preceding the new rules' effective date. Despite this encouragement, foreign issuers have continued to file or submit most of their securities documents with the SEC on paper. For example, only 35% of the more than 2,600 Form 6-Ks submitted in August and September of 2002 were submitted via EDGAR. The SEC staff will enforce the Nov. 4 date of effectiveness for the new EDGAR filing requirements for foreign issuers. The SEC staff will not accept any foreign issuer filing or submission in paper on or after Nov. 4 unless it meets one of the narrow exceptions that allows for a paper filing or submission. The SEC staff will return an improper paper filing or submission to the foreign issuer or other filing party, which will then be required to refile or resubmit the securities document via EDGAR. The SEC staff would like to remind foreign issuers and other interested persons that there is an abundance of information about EDGAR, including links to the most recent version of the EDGAR Filing Manual and the EDGARLink software needed to format documents for EDGAR transmission, on the SEC's Web site located at: http://www.sec.gov/info/edgar.shtml. The SEC staff is also available to answer EDGAR-related inquiries from foreign issuers. Foreign issuers with questions about the new EDGAR rules should contact Elliot Staffin, Special Counsel, Office of International Corporate Finance at (202) 942-2990. Foreign issuers with non-legal questions about the EDGAR filing process and other practical concerns should contact the Office of EDGAR and Information Analysis at (202) 942-2940. (Press Rel. 2002-151) ENFORCEMENT PROCEEDINGS IN THE MATTER OF LOUIS LAZORWITZ An Administrative Law Judge barred Louis M. Lazorwitz from being associated with a broker, dealer or an investment adviser. The judge found Mr. Lazorwitz in default under the Commission's Rules of Practice because he had failed to file a timely answer to allegations that he had been permanently enjoined by the United States District Court for the Northern District of Georgia (District Court) in SEC v. Louis M. Lazorwitz, Civil Action No. 1:02-CV-0112-HTW (N.D.Ga.). The District Court permanently enjoined Mr. Lazorwitz from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. (Rels. 34-46665; IA-2067; File No. 3-10892) FORMER BANK EXECUTIVE RECEIVES 36 MONTHS PROBATION WITH SIX MONTHS HOME CONFINEMENT FOR CONSPIRACY On Oct. 3, Judge Jerry Buchmeyer, United States District Judge for the Northern District of Texas, sentenced G. Matthias Heinzelmann, III, the former executive vice president of Surety Bank of Fort Worth, Texas ("Surety Bank"), to a term of 36 months probation with six months of home confinement, in connection with an elaborate scheme through which Heinzelmann used bank customers' money to conceal bad loans and inflate bank revenues. In addition, the Court ordered Heinzelmann to pay a $10,000 fine. Previously, Heinzelmann entered into a plea agreement with the United States Attorney for the Northern District of Texas, Dallas Division, pursuant to which he pleaded guilty to one count of conspiracy to make false entries in the books and records of a bank. By conducting the scheme, Heinzelmann also violated the federal securities laws. These violations are the subject of the Commission's pending civil action against Heinzelmann, filed in the Northern District of Texas, Ft. Worth Division, on April 25, 2002. In its action, the Commission is seeking a permanent injunction, an officer and director bar, and a civil money penalty. According to the Commission's complaint, from 1996 through September 1999, Heinzelmann, while president and director of Surety Capital Corporation (Surety Capital), a Fort Worth based reporting company whose sole asset is Surety Bank, a wholly-owned subsidiary, engaged in an elaborate scheme to conceal loan losses incurred by Surety Bank. The scheme had a material impact on financial statements included in Surety Capital's Forms 10-K and 10-Q. Specifically, Surety Capital overstated its pre-tax income by 7% in 1996, and understated its pre-tax losses by 16% in 1997 and 97% in 1998. Further, Surety Capital failed to file its Form 10-Q for the period ending September 30, 1999. Because of the scheme, Surety Capital failed to make and keep books, records and accounts that, in reasonable detail, accurately and fairly reflected its transactions and dispositions of assets. Surety Capital also failed to maintain an adequate system of internal financial controls. At the time the Commission filed its complaint against Heinzelmann, it simultaneously instituted settled administrative cease-and-desist proceedings against Surety Capital for violations of the reporting, internal controls, and books and records provisions of the Exchange Act. Surety Capital neither admitted nor denied the Commission's findings in the settled proceeding. [U.S. v. G. MATTHIAS HEINZELMANN, III, Criminal Action No. 302-CR-178-R, N.D./TX, Dallas Division.]; [SEC v. G. MATTHIAS HEINZELMANN, III, Civil Action No. 4:02-CV-0403-A, N.D./TX, Fort Worth Division] (LR-17788) TWO LONG ISLAND BROKERS SETTLE INSIDER TRADING CHARGES ARISING OUT OF PRE- PUBLICATION ACCESS TO BUSINESS WEEK MAGAZINE On Oct. 3, the Honorable Thomas C. Platt of the United States District Court for the Eastern District of New York entered consent judgments against defendants Peter L. Cohen and Seth J. Glaser for their involvement in an insider trading scheme involving trading on the basis of non-public information about the contents of the "Inside Wall Street" column in Business Week magazine. The judgments settle claims the Commission asserted against these two defendants in a civil action filed on January 27, 1999. The Commission's complaint alleges that, from June 1995 to January 1996, Cohen, Glaser, and four other defendants participated in an insider trading scheme involving nonpublic advance copies of the "Inside Wall Street" column of Business Week magazine. At the time of their participation, the Complaint alleges, Cohen and Glaser were registered representatives at Renaissance Financial Securities Corp., a now defunct broker-dealer in Mineola, New York. The complaint alleges that Cohen and Glaser paid cash to defendant Larry F. Smath, a fellow broker at Renaissance, in exchange for nonpublic advance copies of a series of "Inside Wall Street" columns that Smath had illegally obtained from defendant Gregory R. Salvage, a foreman at Hudson News Company. While in possession of the nonpublic information, the Complaint alleges, Cohen and Glaser traded securities mentioned in the columns and recommended those securities to their customers, illegally obtaining trading profits and brokerage commissions on client trades. In total, the six defendants and their family members and customers purchased approximately $8 million of securities mentioned in "Inside Wall Street" columns. Without admitting or denying the allegations in the complaint, Cohen and Glaser each consented to the entry of Final Judgments which: (a) permanently enjoin them from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; (b) order them each to pay $4,073.53 in disgorgement and prejudgment interest; and (c) order them each to pay a civil penalty of $6,988.50. In related criminal proceedings brought by the United States Attorney's Office for the Eastern District of New York, Cohen and Glaser previously pleaded guilty to one felony count each of conspiracy to commit securities fraud, and Smath pleaded guilty to one felony count of conspiracy to commit securities fraud. Defendant Joseph T. Falcone was found guilty by a jury of thirteen felony counts of securities fraud and one count of conspiracy to commit securities fraud. The Commission's action remains pending against the four other defendants. For further information about the Commission's complaint, see Litigation Release No. 16047 (Jan. 29, 1999). For information regarding Falcone's criminal conviction, see Litigation Release No. 16352 (Nov. 10, 1999). [SEC v. Larry F. Smath, Gregory R. Salvage, Joseph T. Falcone, Peter L. Cohen, Seth J. Glaser and Frank Zangara, CV- 99-523 (E.D.N.Y.) (TCP)] (LR-17789) JUDGMENTS OF DEFAULT ENTERED AGAINST MAX TANNER, DENNIS EVANS, AND MICHAEL BOSTON FOR STOCK MANIPULATION The Commission announced that the Honorable William H. Pauley, United States District Judge for the Southern District of New York, entered Default Judgments against Max C. Tanner (Tanner) on August 12, 2002, Dennis Evans (Evans) on July 29, 2002, and Michael Boston (Boston) on October 10, 2002 in connection with a market manipulation scheme. The Commission's complaint alleges that Tanner, Evans, Boston, and others engaged in a scheme to manipulate the stock price of Maid Aide, Inc. (MDAN), a publicly traded shell company. To facilitate the scheme, the defendants gained control of MDAN, set up two boiler room operations, and directed unlicensed brokers to sell unregistered stock at artificially inflated prices, using high-pressure sales tactics, in exchange for undisclosed kickbacks. Through this scheme, the defendants defrauded investors out of more than $3.7 million. The judgments enjoin Tanner, Evans, and Boston from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 promulgated thereunder. In addition, the Court ordered Tanner to pay $2,145,167.65 in disgorgement, $616,149.47 in prejudgment interest, and a $350,000 civil penalty. Evans must pay $119,396.67 in disgorgement, $37,250.56 in prejudgment interest, and a $126,500 civil penalty. Boston must pay $150,000 in disgorgement, $53,745.49 in prejudgment interest, and a $175,000 civil penalty. Tanner and Evans also are barred from ever serving as an officer or director of a public company. In November 2001, Tanner and Evans were convicted by a jury in a related criminal case. Tanner was convicted of 37 counts of securities fraud, mail and wire fraud, tax fraud, and money laundering. Evans was convicted of securities fraud (U.S. v. Tanner, et al, CR-S-00-0193-KJD- LRL, D. Nev.). [SEC v. Tanner, et al., 02-CIV-0306 (SDNY)] (LR-17790) SEC SETTLES INSIDER TRADING CASE AGAINST ALAN WESA The Commission today announced that on Sept. 30, 2002, the Honorable Beverly B. Martin, United States District Judge, Northern District of Georgia, entered a final judgment of permanent injunction and other relief against defendant Alan Wesa. Without admitting or denying the allegations of the complaint, the defendant consented to the entry of a final judgment permanently enjoining him from violating the antifraud provisions of the federal securities laws [Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, thereunder], and ordering him to pay disgorgement of $14,556, plus prejudgment interest of $6,231.42, and a civil penalty of $14,556, totaling $35,343.42. In its complaint filed on Oct. 1, 2001, the Commission alleged that the defendant violated Section 10(b) and Rule 10b-5 thereunder by purchasing Inbrand common stock while in possession of material non-public information. During 1996 and 1997, Alan E. Wesa was the Manager of Financial Planning and Analysis for Inbrand Corporation, then a Georgia corporation engaged in the business of manufacturing and selling adult incontinence products. Prior to the May 13, 1997, announcement that Tyco would acquire Inbrand, Wesa learned of the pending acquisition. On Monday morning, May 12, 1997, while in possession of the material non- public information concerning Tyco's acquisition of Inbrand, Wesa made two separate purchases of Inbrand common stock totaling 1,370 shares. As a result of this trading, Wesa made profits of $14,556. [SEC v. Alan E. Wesa, 01 Civ. Action No. 2613] (LR-17791) INVESTMENT COMPANY ACT RELEASES GDC PARTNERS FUND, LLC, ET AL. A notice has been issued giving interested persons until Nov. 11, 2002, to request a hearing on an application filed by GDC Partners Fund, LLC, et al. for an order under Sections 6(b) and 6(e) of the Investment Company Act. The order would exempt certain investment funds formed for the benefit of eligible current and former employees of Gibson, Dunn & Crutcher LLP. Each investment fund will be an employees' securities company within the meaning of Section 2(a)(13) of the Act. (Rel. IC- 25768 - Oct. 15) FIDELITY CONCORD STREET TRUST, ET AL. An order has been issued on an application filed by Fidelity Concord Street Trust, Fidelity Commonwealth Trust, Variable Insurance Products Fund II (the Funds) and Fidelity Management & Research Company under Sections 6(c), 12(d)(1)(J) and 17(b) of the Investment Company Act and under Section 17(d) of the Act and Rule 17d-1 under the Act to permit certain joint transactions. The order permits (a) applicants to hire subadvisers and materially amend subadvisory agreements without shareholder approval; (b) the Funds to invest cash collateral received in connection with a securities lending program in shares of affiliated registered and private funds; and (c) an affiliated entity acting as securities lending agent for the Funds to receive fees based on a share of the revenue generated from the Funds' securities lending activities. (Rel. IC-25770 - Oct. 16) PRUDENTIAL INVESTMENTS LLC, ET AL. An order has been issued on an application filed by Prudential Investments LLC, et al., for an order that would grant relief from Sections 10(f), 12(d)(3), 17(a), and 17(e) of the Investment Company Act and from Rule 17e-1 under the Act. The order permits certain registered open-end management investment companies advised by several investment advisers to engage in principal and brokerage transactions with a broker- dealer affiliated with one of the investment advisers and to purchase securities in certain underwritings. The transactions would be between the broker-dealer and a portion of the investment company's portfolio not advised by the adviser affiliated with the broker-dealer. The order also permits these investment companies not to aggregate certain purchases from an underwriting syndicate in which an affiliated person of one of the investment advisers is a principal underwriter. Further, the order permits a portion of an investment company's portfolio to purchase securities issued by a broker-dealer, which is an affiliated person of an investment adviser to another portion, subject to the limits in Rule 12d3-1 under the Act. (Rel. IC-25771 - Oct, 16) HOLDING COMPANY ACT RELEASES NATIONAL GRID GROUP PLC An order has been issued authorizing National Grid Group plc, a registered holding company, to (1) issue and sell equity and debt securities and to enter into guarantees up to an aggregate limit of $20 billion through September 30, 2004; and (2) invest up to $20 billion in foreign utility companies. (Rel. 35-27577) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES A proposed rule change has been filed by the Chicago Mercantile Exchange relating to customer margin requirements for security futures (SR-CME- 2002-01). Publication of the proposal is expected in the Federal Register during the week of Oct. 14. (Rel. 34-46637) The American Stock Exchange filed a proposed rule change (SR-Amex-2001- 06) and Amendment Nos. 1, 2, and 3 thereto pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 relating to relief and temporary specialists. Publication of the proposal is expected in the Federal Register during the week of Oct. 14. (Rel. 34-46655) A proposed rule change (SR-PCX-2002-63) filed by the Pacific Exchange to amend its clearly erroneous policy has been filed under Section 19(b)(1) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of Oct. 21. (Rel. 34- 46661) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change (SR-Phlx-2002-50) filed by the Philadelphia Stock Exchange relating to permanent approval of the pilot program providing for broker-dealer access to AUTOM has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of Oct. 21. (Rel. 34-46660) A proposed rule change filed by the Pacific Exchange to amend a market data revenue sharing program for certain transactions on the PCX in Tape A securities (SR-PCX-2002-61) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of Oct. 21. (Rel. 34-46662) APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change and accelerated approval of Amendment Nos. 2 and 3 to a proposed rule change (SR-NASD-2002-40) by the National Association of Securities Dealers providing rules for the trading of security futures, pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. Publication of the approval order is expected in the Federal Register during the week of Oct. 21. (Rel. 34- 46663) The Commission approved a proposed rule change submitted under Section 19(b)(1) and Rule 19b-4 of the Securities Exchange Act of 1934 by the Municipal Securities Rulemaking Board (SR-MSRB-2002-09) relating to Rule G-35, on arbitration. The Commission's approval order is expected in the Federal Register during the week of Oct. 21. (Rel. 34-46666) DELISTING GRANTED An order has been issued granting the application of the Philadelphia Stock Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting certain underlying securities, effective at the opening of business on Oct. 15, 2002. (Rel. 34-46659) 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 EXCALIBUR INDUSTRIES INC, 16825 NORTHCHASE DRIVE, SUITE 630, HOUSTON, TX, 77060, 3055390900 - 50,000 ($117,000.00) Equity, (File 333-100559 - Oct. 16) (BR. 06) S-8 PROCTER & GAMBLE CO, ONE PROCTER & GAMBLE PLZ, CINCINNATI, OH, 45202, 5139831100 - 688,000 ($61,885,600.00) Equity, (File 333-100561 - Oct. 16) (BR. 02) S-3 AKSYS LTD, TWO MARRIOTT DR, STE 300, LIBERTYVILLE, IL, 60069, 8472476051 - 0 ($17,150,000.00) Equity, (File 333-100562 - Oct. 16) (BR. 36) S-8 COACTIVE MARKETING GROUP INC, 415 NORTHERN BLVD, GREAT NECK, NY, 11021-4812, 5164654600 - 750,000 ($1,245,000.00) Equity, (File 333-100563 - Oct. 16) (BR. 05) S-4 CARDINAL HEALTH INC, 7000 CARDINAL PLACE, DUBLIN, OH, 43017, 6147575000 - 0 ($1,069,992,486.02) Equity, (File 333-100564 - Oct. 16) (BR. 01) S-8 PARKWAY PROPERTIES INC, ONE JACKSON PL, 188 E CAPITOL ST STE 1000, JACKSON, MS, 39225-4647, 6019484091 - 0 ($9,547,500.00) Equity, (File 333-100565 - Oct. 16) (BR. 08) S-8 VIGNETTE CORP, 1601 SOUTH MOPAC EXPRESSWAY, AUSTIN, TX, 78746, 5123064300 - 0 ($13,179,470.00) Equity, (File 333-100566 - Oct. 16) (BR. 03) SB-2 ORAGENICS INC, 12085 RESEARCH DRIVE, ALACHUA, FL, 32615, 3864184018 - 5,300,000 ($9,625,000.00) Equity, (File 333-100568 - Oct. 16) (BR. ) S-3 DUKE REALTY LIMITED PARTNERSHIP/, 600 EAST 96TH STREET, SUITE 100, INDIANAPOLIS, IN, 46240, 3178086000 - 0 ($500,000,000.00) Non-Convertible Debt, (File 333-100571 - Oct. 16) (BR. 08) S-8 FEDEX CORP, 942 SOUTH SHADY GROVE ROAD, MEMPHIS, TN, 38120-, 9018187500 - 0 ($211,420,000.00) Equity, (File 333-100572 - Oct. 16) (BR. 05) S-8 SMITH & WOLLENSKY RESTAURANT GROUP INC, 114 1ST AVENUE, NEW YORK, NY, 10021, 2128382061 - 0 ($4,253,290.50) Equity, (File 333-100573 - Oct. 16) (BR. 05) S-8 CHURCHILL DOWNS INC, 700 CENTRAL AVE, LOUISVILLE, KY, 40208, 5026364400 - 600,000 ($23,190,000.00) Other, (File 333-100574 - Oct. 16) (BR. 05) S-8 PEOPLESOFT INC, 4460 HACIENDA DRIVE, PLEASANTON, CA, 94588-8618, 925-225-3000 - 0 ($611,004.00) Equity, (File 333-100575 - Oct. 16) (BR. 03) S-8 PEOPLESOFT INC, 4460 HACIENDA DRIVE, PLEASANTON, CA, 94588-8618, 925-225-3000 - 0 ($244,071,155.00) Equity, (File 333-100576 - Oct. 16) (BR. 03) S-3 OLD DOMINION ELECTRIC COOPERATIVE, INNSBROOK CORPORATE CNTR, P O BOX 2310, GLEN ALLEN, VA, 23058-2310, 8047470592 - 0 ($720,000,000.00) Non-Convertible Debt, (File 333-100577 - Oct. 16) (BR. 02) S-3 LONE STAR TECHNOLOGIES INC, 15660 N DALLAS PKWY, SUITE 500, DALLAS, TX, 75248, 9727706401 - 0 ($146,730,000.00) Other, (File 333-100579 - Oct. 16) (BR. 06) S-3 CONOLOG CORP, 5 COLUMBIA RD, SOMERVILLE, NJ, 08876, 9087228081 - 300,000 ($72,000.00) Equity, (File 333-100580 - Oct. 16) (BR. 08) S-1 REPUBLIC ENGINEERED PRODUCTS LLC, 0 ($80,000,000.00) Non-Convertible Debt, (File 333-100581 - Oct. 16) (BR. ) S-8 24/7 MEDIA INC, 1250 BROADWAY, 27TH FLOOR, NEW YORK, NY, 10001, 2122317100 - 0 ($2,750,000.00) Equity, (File 333-100582 - Oct. 16) (BR. 02) S-3 24/7 MEDIA INC, 1250 BROADWAY, 27TH FLOOR, NEW YORK, NY, 10001, 2122317100 - 0 ($14,686,101.10) Equity, (File 333-100583 - Oct. 16) (BR. 02) S-8 EMC CORP, 35 PARKWOOD DR, HOPKINTON, MA, 01748-9103, 5084351000 - 0 ($317,639,700.00) Equity, (File 333-100584 - Oct. 16) (BR. 03) S-8 ADOLOR CORP, 620 PENNSYLVANIA DRIVE, EXTON, PA, 19341, 0 ($18,364,745.00) Equity, (File 333-100585 - Oct. 16) (BR. 01) 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 ------------------------------------------------------------------------------------ 24/7 MEDIA INC DE X X 10/15/02 ACORN PRODUCTS INC DE X X 10/11/02 ADOLOR CORP X 10/16/02 ADPADS INC CO X 06/21/01 AMEND ADVANCED TISSUE SCIENCES INC DE X X 10/14/02 AKSYS LTD DE X X 10/16/02 AMERCO /NV/ NV X X 10/15/02 AMERICAN AIRLINES INC DE X 10/16/02 AMERICAN BANKNOTE CORP DE X X X 10/01/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 10/15/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 10/15/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 10/15/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR X X 10/15/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 10/15/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 10/15/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 10/15/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 10/15/02 AMR CORP DE X 10/16/02 ARMSTRONG HOLDINGS INC /PA/ PA X 10/16/02 ARVIDA JMB PARTNERS L P DE X X 10/01/02 ASIA GLOBAL CROSSING LTD X 10/15/02 ATCHISON CASTING CORP KS X X 10/15/02 ATLAS AIR INC DE X X 10/16/02 ATLAS AIR WORLDWIDE HOLDINGS INC DE X X 10/16/02 BANK OF NEW YORK CO INC NY X X 09/30/02 BANK ONE CORP DE X X 10/15/02 BANK UNITED CORP LITIGATION CONTINGEN DE X X 10/16/02 BANYAN STRATEGIC REALTY TRUST MA X X 10/16/02 BLUEGREEN CORP MA X X 09/25/02 BROOKE CORP KS X X 07/01/02 AMEND CARING PRODUCTS INTERNATIONAL INC DE X 09/26/02 CATALINA LIGHTING INC FL X X 10/16/02 CATERPILLAR INC DE X 09/30/02 CATERPILLAR INC DE X 09/30/02 CENTRAL EUROPEAN DISTRIBUTION CORP DE X X 10/16/02 CENTRAL VALLEY COMMUNITY BANCORP CA X X 10/08/02 CENTURY BUSINESS SERVICES INC DE X X 10/10/02 CHAMPION ENTERPRISES INC MI X 10/16/02 CHOICE ONE COMMUNICATIONS INC DE X 10/16/02 CITIGROUP INC DE X 10/15/02 CITY HOLDING CO WV X X 10/15/02 CONDUCTUS INC DE X X 10/10/02 CONNECTIV CORP DE X X 10/10/02 CREATIVE TECHNOLOGIES HOLDINGS INC NV X 10/16/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 10/16/02 CROGHAN BANCSHARES INC OH X 10/16/02 CWMBS INC DE X X 05/30/02 CWMBS INC DE X X 07/30/02 DAIMLERCHRYSLER SERVICES NORTH AMERIC MI X X 10/15/02 DELPHI CORP DE X 10/16/02 DIAMOND OFFSHORE DRILLING INC DE X X 10/14/02 DIGITALREACH HOLDINGS INC FL X 10/16/02 DIVERSIFIED THERMAL SOLUTIONS INC NV X X 07/01/02 AMEND DOE RUN RESOURCES CORP NY X X 10/15/02 DOMINION RESOURCES INC /VA/ VA X X 10/15/02 DOV PHARMACEUTICAL INC DE X X 10/08/02 DOWNEY FINANCIAL CORP DE X X 09/30/02 DR PROTEIN COM INC X 10/14/02 DUKE REALTY CORP IN X X 10/09/02 DUKE REALTY LIMITED PARTNERSHIP/ IN X X 10/09/02 EATON CORP OH X X 10/16/02 AMEND ELEC COMMUNICATIONS CORP NY X X 10/16/02 ENVIRONMENTAL SAFEGUARDS INC/TX NV X 10/15/02 EXOTICS COM INC NV X 09/05/02 EXX INC/NV/ NV X X 10/16/02 FIRST COMMUNITY FINANCIAL GROUP INC WA X X 10/01/02 FIRST NATIONAL LINCOLN CORP /ME/ ME X 10/16/02 FIRST OAK BROOK BANCSHARES INC DE X X 10/16/02 FIRST TENNESSEE NATIONAL CORP TN X 08/15/02 FLEETBOSTON FINANCIAL CORP RI X X 10/16/02 FLEMING COMPANIES INC /OK/ OK X 05/20/02 AMEND FOAMEX INTERNATIONAL INC DE X X 10/16/02 FORD MOTOR CO DE X X 10/16/02 FORD MOTOR CREDIT CO DE X X 10/16/02 GENCORP INC OH X X 10/15/02 GENERAL CABLE CORP /DE/ DE X X 10/11/02 AMEND GENERAL DATACOMM INDUSTRIES INC DE X 10/31/02 GOODRICH CORP NY X X X 10/01/02 GRANT GEOPHYSICAL INC DE X X 10/16/02 GREATER BAY BANCORP CA X X X 10/16/02 GS MORTGAGE SECURITIES CORP DE X 10/13/02 HARRIS CORP /DE/ DE X X 10/16/02 HAWTHORNE FINANCIAL CORP CA X X X 10/08/02 HEALTH GRADES INC DE X X 09/29/02 AMEND HEALTHSOUTH CORP DE X 10/16/02 HELMERICH & PAYNE INC DE X 10/16/02 HIBERNIA CORP LA X X 09/30/02 HOME EQUITY MORTGAGE PASS THROUGH CER DE X 08/27/02 HOME EQUITY MORTGAGE PASS THROUGH CER DE X X 09/25/02 HORIZON OFFSHORE INC DE X X 10/16/02 HOUSEHOLD INTERNATIONAL INC DE X X 09/30/02 HTE INC FL X X 10/15/02 IMMULABS CORP CO X 09/28/02 INSTINET GROUP INC DE X X 10/16/02 INTEGRAL SYSTEMS INC /MD/ MD X X 10/01/02 INTEGRATED TELECOM EXPRESS INC/ CA X X 10/10/02 INTEL CORP DE X X 10/15/02 INTERLINQ SOFTWARE CORP WA X X 10/15/02 INTERNATIONAL BUSINESS MACHINES CORP NY X 10/16/02 INTERTAN INC DE X 10/11/02 JAMESON INNS INC GA X X 10/15/02 JKC GROUP INC NY X X 10/11/02 KNIGHT TRADING GROUP INC DE X X 10/15/02 LAKELAND BANCORP INC NJ X X 10/15/02 LEUCADIA NATIONAL CORP NY X X 10/16/02 LIFE PARTNERS HOLDINGS INC TX X 10/14/02 LIPID SCIENCES INC/ AZ X X 10/15/02 LITHIUM TECHNOLOGY CORP DE X X X 10/04/02 LONG BEACH ACCEPTANCE CORP X X 10/15/02 M&I AUTO LOAN TRUST 2002-1 DE X X 10/16/02 MACROCHEM CORP DE X X 10/16/02 MASCO CORP /DE/ DE X X 10/16/02 MAVERICK TUBE CORPORATION DE X X 10/16/02 MAVERICK TUBE CORPORATION DE X X 10/15/02 MEELICK ACQUISITION CORP DE X X 10/02/02 MELLON FINANCIAL CORP PA X X 10/15/02 METRIS RECEIVABLES INC DE X 09/30/02 METRIS RECEIVABLES INC DE X 09/30/02 MOJAVE SOUTHERN INC NV X X 10/14/02 MONEYFLOW SYSTEMS INTERNATIONAL INC A0 X X 09/27/02 MONMOUTH COMMUNITY BANCORP NJ X 09/30/02 MORGAN GROUP INC IN X 10/15/02 MORGAN STANLEY ABS CAPITAL I INC CAPI DE X 08/26/02 NATIONAL CITY CORP DE X 10/16/02 NATIONAL EQUIPMENT SERVICES INC DE X 10/10/02 NATIONAL OILWELL INC DE X X 10/11/02 NATIONAL PROCESSING INC OH X X 10/16/02 NEWCOR INC DE X X 10/15/02 NEWFIELD EXPLORATION CO /DE/ DE X 10/15/02 NEWPOWER HOLDINGS INC DE X X 10/08/02 NORTHERN STAR FINANCIAL INC MN X X 10/14/02 NORTHERN TRUST CORP DE X X 10/16/02 O A K FINANCIAL CORP MI X 10/04/02 OFFICE DEPOT INC DE X X 10/16/02 PEPSICO INC NC X 10/15/02 AMEND PERFORMANCE TECHNOLOGIES INC \DE\ DE X 10/31/02 PHOTOGEN TECHNOLOGIES INC NV X X 10/16/02 PLANET RESOURCES INC /DE/ DE X X 10/15/02 PLUMAS BANCORP CA X X 10/16/02 PRO FAC COOPERATIVE INC NY X X 10/10/02 RAYOVAC CORP WI X X 10/01/02 READERS DIGEST ASSOCIATION INC DE X X 10/15/02 REDWOOD EMPIRE BANCORP CA X 10/08/02 RETURN ASSURED INC DE X X 07/16/02 AMEND RHEOMETRIC SCIENTIFIC INC NJ X 10/14/02 RSTAR CORP DE X X 10/08/02 RUBICON MEDICAL CORP DE X 10/08/02 RURAL METRO CORP /DE/ DE X X 09/30/02 SANDY SPRING BANCORP INC MD X 10/15/02 SBC COMMUNICATIONS INC DE X 10/16/02 SCIENCE APPLICATIONS INTERNATIONAL CO DE X 10/16/02 SEQUOIA RESIDENTIAL FUNDING INC X X 09/27/02 SKY FINANCIAL GROUP INC OH X X 10/01/02 SL INDUSTRIES INC NJ X X 10/15/02 STANLEY WORKS CT X X 10/16/02 STEAKHOUSE PARTNERS INC DE X X 10/11/02 STONEPATH GROUP INC DE X 10/16/02 SUTTER HOLDING CO INC DE X X 10/07/02 TALK AMERICA DE X 10/15/02 TECHNOLOGY FUNDING MEDICAL PARTNERS I DE X 10/16/02 TERAGLOBAL COMMUNICATIONS CORP DE X X 10/16/02 TIMBERLINE SOFTWARE CORPORATION OR X 10/16/02 TIMKEN CO OH X 10/15/02 TIMKEN CO OH X X 10/16/02 TRINITY COS INC OK X X X 10/01/02 TRW INC OH X X 10/01/02 UNION NATIONAL FINANCIAL CORP / PA PA X 09/30/02 UNITED COMMUNITY FINANCIAL CORP OH X 10/16/02 UNITED STATES CELLULAR CORP DE X X 10/16/02 UNITED STATES STEEL CORP DE X X 10/16/02 UNIVERSAL CORP /VA/ VA X X 10/16/02 US BANCORP \DE\ DE X X 10/15/02 USDATA CORP DE X 10/01/02 VENTAS INC DE X X 10/11/02 VENTAS INC DE X X 10/14/02 VITAL LIVING INC AZ X X 09/30/02 WACHOVIA CORP NEW NC X X X 10/16/02 WASHINGTON MUTUAL INC WA X X 09/30/02 WATLEY A B GROUP INC DE X X 10/16/02 WAUSAU MOSINEE PAPER MILLS CORP WI X X X 10/16/02 WEST COAST REALTY INVESTORS INC DE X X X 07/31/02 WHITE ELECTRONIC DESIGNS CORP ID X X 09/27/02 WORKSTREAM INC X X 10/15/02 WULF INTERNATIONAL LTD CO X 10/16/02 WYMAN PARK BANCORPORATION INC DE X X 10/16/02 Z TEL TECHNOLOGIES INC DE X 10/16/02