SEC NEWS DIGEST Issue 2002-210 October 30, 2002 ENFORCEMENT PROCEEDINGS COMMISSION INSTITUTES AND SETTLES PROCEEDING AGAINST KENNETH OUGH On October 29, the Commission instituted and settled a cease-and-desist proceeding against Kenneth D. Ough (Ough), formerly associated with RBC Dain Rauscher Incorporated (Dain Rauscher), as successor to Rauscher Pierce Refsnes, Inc. (Rauscher), a registered broker-dealer. Ough was the investment banker or financial adviser for over $560 million in ten municipal securities offerings in 1993 and 1994 for which Rauscher was the underwriter or financial advisor. The offerings involved the sale of taxable notes by various municipal entities in Orange County, California. The proceeds of all of the offerings were invested in the Orange County Investment Pools or other investments managed by the Orange County Treasurer. The Commission found that the Official Statements for the ten taxable securities offerings failed to disclose to investors that the proceeds of the debt offerings would be invested in the Pools. The Order also finds that the Official Statements failed to disclose information about the Pools' investment strategy, the risks of that strategy, and the Pools' declining performance in 1994. The Order finds that Ough, through negligent conduct, violated the antifraud provisions of Sections 17(a)(2) and (3) of the Securities Act of 1933, Section 15B(c)(1) of the Securities Exchange Act of 1934, and Municipal Securities Rulemaking Board Rule G-17. The Commission ordered Ough to cease and desist from committing or causing any violation and any future violation of the above provisions of the federal securities laws. Ough consented to the Order without admitting or denying the Commission's findings. As part of the resolution of this matter, the Commission will stipulate to dismiss Ough from a civil enforcement action now pending in federal court in Orange County, California, in which he is the sole remaining defendant. (Rels. 33-8141; 34-46736; File No. 3-10922) ORDER MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS ENTERED AGAINST CRAIG SCANLON On October 29, the Commission settled an administrative proceeding that it instituted against Craig P. Scanlon on February 13, 2002. Scanlon, without admitting or denying the Commission's findings, consented to an Order barring him from association with any investment adviser. Pursuant to the Order and Offer of Settlement, the Commission found that a Final Default Judgment of Permanent Injunction and Other Relief was entered against Scanlon on October 15, 2001, by the United States District Court for the Middle District of Florida enjoining him from violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule l0b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act. The Commission alleged in its complaint that Scanlon fraudulently, knowingly, willfully or recklessly misappropriated more than $700,000 from at least seven clients to pay his personal expenses by inducing them to sell their securities holdings at certain broker-dealers and to transfer their sales proceeds to him for reinvestment and management through Scanlon & Associates, Inc. (Rel. IA-2072; File No. 3-10698) SEC FILES EMERGENCY ACTION TO HALT ONGOING FRAUD BY BROKER-DEALER AND AFFILIATES On October 29, the Commission brought an emergency action in federal court in Manhattan to halt an ongoing fraud by eWealth Securities, Inc. (eWealth), a registered broker-dealer; eWealth Holdings, Inc. (Holdings), eWealth's parent company; Neil Formisano (N. Formisano), Chairman and Chief Executive Officer of Holdings; Donald Cunningham (Cunningham), President of Holdings; and eWealth registered representatives, Jonathan Aronica (Aronica) and Steven Mastrosimone (Mastrosimone). The Commission alleges that, to date, defendants have fraudulently obtained over $7 million from approximately 100 investors in the offering of unregistered Holdings securities. The complaint alleges that, since January 2000, defendants have misled investors through a host of patently false representations about Holdings including a repeated misrepresentation that Holdings would conduct an initial public offering in the near future. The Commission has moved for a preliminary injunction and other interim relief to preserve the status quo. Pending the outcome of that motion, on the Commission's application, the court has temporarily restrained the defendants from violating antifraud, registration, and books and records provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, and from participating in any penny stock offerings. The court also has ordered that, pending the outcome of the preliminary injunction motion, defendants' assets are frozen; the defendants are required to submit accountings; a temporary receiver has been appointed over eWealth and Holdings; the parties may engage in expedited discovery; the defendants are prohibited from destroying documents and other evidence; and the defendants are prohibited tampering with witnesses, suborning perjury or otherwise impeding this case. The Commission alleges that the defendants have deceived actual and prospective investors since January 2000 by claiming that Holdings is on the verge of launching an IPO. According to the complaint, Holdings has never filed any registration statement with the Commission or otherwise taken any steps toward an IPO. The Commission also alleges that the defendants have made baseless projections that Holdings stock would trade at 4 to 5 times its offering price on the secondary market. The defendants are also alleged to have misrepresented, among other things, key facts concerning Holdings management, use of investor proceeds, and business activities, including that Holdings had "entered into contract" to purchase a bank and developed a provider of online financial solutions to banks and other financial institutions. The complaint names the following defendants. 1. eWealth, a New York Corporation, is a registered broker-dealer based in White Plains, New York, employing eleven registered representatives. eWealth maintains offices in White Plains and Glen Falls, New York. eWealth is wholly owned by Holdings. 2. Holdings is a Delaware corporation with an office address in White Plains, New York that is identical to eWealth's business address. As of March 1, 2002, Holdings is no longer in existence and good standing in the State of Delaware, and is inoperative and void for non-payment of taxes. 3. N. Formisano, 34, is a resident of Katonah, New York, is the Executive Vice President of eWealth, and holds Series 24 and Series 7 licenses. According to the Holdings Private Placement Memoranda, N. Formisano is the Chairman, Chief Executive Officer, and he informed Commission staff that he is an approximately 87% owner of Holdings. 4. Cunningham, 40, is a resident of Glen Ridge, New Jersey, is a registered representative of eWealth, and holds a Series 7 license. According to offering memoranda, Cunningham is the President of Holdings. 5. Aronica, 29, is a resident of Great Neck, New York, and is a general principal and registered representative of eWealth, where he holds Series 7 and Series 24 licenses. 6. Mastrosimone, 23, is a resident of Yorktown, New York, and is a general principal and registered representative of eWealth, where he holds Series 7 and Series 24 licenses. The complaint seeks, as final relief against all defendants, permanent injunctions against future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. In addition, the complaint seeks to enjoin eWealth from future violations of Sections 15(g), 17(a) and 17(b) of the Exchange Act, and Rules 17a-4(j) and 15g-9 thereunder, and seeks to enjoin N. Formisano from future violations or aiding and abetting future violations of Sections 17(a) and 17(b) of the Exchange Act, and Rule 17a- 4(j) thereunder. The Commission also seeks against all defendants, disgorgement of all ill-gotten gains plus prejudgment interest, and civil penalties. In addition, the Commission seeks a bar against each defendant from participating in any future offering of penny stocks. The court has scheduled a hearing on the Commission's motion for a preliminary injunction for November 12, 2002. The litigation is pending. [SEC v. eWealth Securities, Inc., et al., S.D.N.Y. 02 Civ. 8626, JES] (LR-17810) COURT HOLDS KENNETH WEARE AND J&K GLOBAL MARKETING IN CONTEMPT FOR VIOLATION OF ASSET FREEZE The Commission announced that on October 29, the Honorable John L. Kane, Jr., of the United States District Court in Colorado found Kenneth Roy Weare, also known as Roy Weaver, a resident of Lakewood, Colorado, and his company, J&K Global Marketing Corporation in civil contempt for failing to comply with the court's earlier orders freezing the defendants' assets obtained from an Internet stock fraud, requiring the defendants to return investors' funds held in offshore accounts back to the United States, requiring the defendants to prepare an accounting of funds raised from investors, and ordering the defendants to pay disgorgement of over $6.2 million in funds illegally obtained from investors plus prejudgment interest of $486,848. The Court required Weare and J&K to comply with the court's orders by November 1, 2002, or an arrest warrant will be issued for Weare and a $500 daily fine will be imposed on J&K until they comply with the Court's orders. [SEC v. Kenneth Roy Weare, et al., Civil Action No. 01-K-0645, USDC D. Colo.] (LR-17811) FINAL JUDGMENTS OF PERMANENT INJUNCTION ENTERED AGAINST PRINCIPAL OF BROKERAGE FIRM The Commission announced that on October 4, the United States District Court for the Southern District of Florida entered a Judgment of Permanent Injunction and Other Relief against Erik Walsh a/k/a Erik Hutton Masters, the president and CEO of Discovery Capital Group, Inc., a broker-dealer registered with the Commission since 1992. The Judgment against Walsh, entered by his consent and without admitting or denying the allegations of the Commission's complaint, enjoins Walsh from violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. In addition to enjoining Walsh, the Judgment also provides for disgorgement and the imposition of a civil money penalty, in amounts to be determined by the Court after an evidentiary hearing, scheduled for December 2002. On March 14, 2002, the SEC filed an emergency action against Walsh and others seeking to enjoin the ongoing fraudulent offering of securities issued by Discovery Capital in the form of promissory notes and preferred stock. The complaint alleged that from at least June 2001 through the filing of the action, Discovery Capital raised at least $2.7 million through the use of a network of primarily unlicensed sales agents using high pressure sales tactics and making misrepresentations about, among other things, Discovery Capital's growth, its affiliations with well-known brokerage firms and other institutions, and the safety of the investments. The complaint further alleged that Walsh misappropriated investor proceeds through the use of an "off the books" account in the name of Discovery Capital. [SEC v. Discovery Capital Group, Erick Walsh, and John Abresch, Case No. 02-60363-CIV-HUCK, S.D. Fla., filed March 14, 2002] (LR-17812) FINAL JUDGMENTS OF PERMANENT INJUNCTION ENTERED AGAINST FORMER BROKERAGE FIRM AND ITS VICE PRESIDENT OF SALES The Commission announced that on October 24, the United States District Court for the Southern District of Florida entered a Final Judgment of Permanent Injunction and Other Relief against John Abresch, the vice president and director of institutional sales of Discovery Capital Group, Inc., a broker-dealer registered with the Commission since 1992. The Final Judgment against Abresch, entered by Abresch's consent and without admitting or denying the allegations of the Commission's complaint, enjoins Abresch from violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The Final Judgment also orders Abresch to disgorge $570,816, with prejudgment interest thereon, but waives payment of disgorgement and interest in excess of $195,000, and does not impose a civil penalty, based upon his sworn financial statement and documentation provided to the Commission. On March 14, 2002, the SEC filed an emergency action against Discovery Capital, Abresch and others seeking to enjoin the ongoing fraudulent offering of securities issued by Discovery Capital in the form of promissory notes and preferred stock. The complaint alleged that from at least June 2001 through the filing of the action, Discovery Capital raised at least $2.7 million through the use of a network of primarily unlicensed sales agents using high pressure sales tactics and making misrepresentations about, among other things, Discovery Capital's growth, its affiliations with well-known brokerage firms and other institutions, and the safety of the investments. On the same day, the Court also entered a Final Judgment of Permanent Injunction against Discovery Capital, by the consent of the Court- appointed Receiver for Discovery Capital, enjoining Discovery Capital from violations of Section 17(a) of the Securities Act, Sections 10(b), 15(c) and 17(a) of the Exchange Act, and Rules 10b-5, 15c1-2, 15c3-1, 17a-3, 17a-4, 17a-5, and 17a-11 thereunder. The Receiver consented to the entry of the Final Judgment without admitting or denying the allegations of the complaint. [SEC v. Discovery Capital Group, Erick Walsh, and John Abresch, Case No. 02-60363-CIV-HUCK, S.D. Fla., filed March 14, 2002] (LR-17813) ALVIS SMITH, JR., SENTENCED FOR SECURITIES AND BANK FRAUDS The Commission announced that that on October 18, Judge Walter S. Smith, Jr., of the United States District Court for the Western District of Texas at Waco sentenced Alvis Colin Smith, Jr., of Waco, Texas, to 30 months in prison and ordered him to make restitution in an amount to be determined at a January 24, 2003 hearing. The conviction and sentence were based on Mr. Smith's plea to an information that charged him with one count of securities fraud and one count of bank fraud. The criminal charges against Mr. Smith grew out of the Commission's investigation of Mr. Smith's fraudulent scheme in operating Great White Marine and Recreation, Inc. On July 29, 1999, the Commission filed a civil complaint alleging that Smith had been a shareholder, director and officer of and had controlled Great White, a Waco-based corporation, and that from October 1997 through July 1999, Mr. Smith had orchestrated a fraudulent, unregistered distribution of Great White common stock. The complaint also alleged that at the time of the misconduct, Great White common stock was a penny stock and that Mr. Smith had saturated the market with false and misleading information about Great White's financial condition and business prospects, which resulted in a substantial rise in the price of Great White common stock. Smith had sold approximately 14 million shares of Great White stock into the artificially inflated market and had realized substantial personal profits from those sales. On June 19, 2001, Judge Smith enjoined Great White and Mr. Smith from further securities frauds and from selling unregistered securities and ordered Smith to disgorge $3 million, together with several vehicles, a $100,000 appearance bond and certain real estate. For further information, see LR-16225 (July 30, 1999), LR- 16364 (November 18, 1999), LR-16435 (February 14, 2000), LR-17062 (July 6, 2001), LR-17194 (October 16, 2001), and LR-17814 (Oct. 30, 2002). [SEC v. Great White Marine & Recreation, Inc., et al., Civil Action No. W-99-CA-230, W.D. Tex., Judge Smith] (LR-17814) SEC CHARGES FORMER REGIONAL CONTROLLER OF EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. WITH RECORDING FICTITIOUS REVENUE ON THE COMPANY'S BOOKS The Commission today filed a settled civil action in the U.S. District Court for the District of Columbia alleging that Stephen R. Becker violated the antifraud, periodic reporting, and corporate record keeping provisions of the federal securities laws by concealing project contract losses at EA Engineering, Science, and Technology, Inc. during the company's fiscal year ended August 31, 1999. EA Engineering, which has its principal executive offices in Hunt Valley, Maryland, is primarily engaged in the business of energy, environmental, and health and safety consulting. In September 2001, the company was taken private pursuant to a management-led tender offer. The Commission's complaint alleges that Becker, a Regional Controller at EA Engineering at the time, hid the project contract losses by intentionally recording fictitious revenue in the form of unbilled accounts receivable on the company's books, thereby concealing the losses from EA Engineering managers who had emphasized the importance of the company making its projected earnings. The Commission alleged that, as a result of Becker's actions, the company overstated its unbilled accounts receivable at the end of its quarter ended May 31, 1999, by $1,408,800 and at the end of its fiscal year ended August 31, 1999, by $1,469,000 and understated its loss before income taxes by $93,000 for that fiscal year. Becker, without admitting or denying the allegations in the complaint, consented to the entry of a final judgment permanently enjoining him from violations, or aiding and abetting violations, of the antifraud, periodic reporting, and corporate record keeping provisions and ordering him to pay a civil money penalty of $20,000. Becker also agreed, without admitting or denying the Commission's substantive findings therein, to settle a proposed administrative proceeding pursuant to Rule 102(e) of the Commission's Rules of Practice. The settled proceeding, to be based on, and instituted upon, entry of the injunction in the Commission's civil action, suspends Becker from appearing or practicing before the Commission as an accountant, with the right to apply for reinstatement after three years. [SEC v. Stephen R. Becker, Civil Action No. 02CV02126, JDB, D.D.C., filed Oct. 30, 2002] (LR-17815) INVESTMENT COMPANY ACT RELEASES CREDIT SUISSE ASSET MANAGEMENT, LLC, ET AL. A notice has been issued giving interested persons until November 21, 2002, to request a hearing on an application filed by Credit Suisse Asset Management, LLC, et al. for an order exempting applicants from Sections 12(d)(1), 17(a) and 17(e) of the Investment Company Act and under Section 17(d) and Rule 17d-1 under the Act to permit certain joint transactions. The order would permit (a) certain investment companies and other institutional investors to use cash collateral from securities lending transactions (Cash Collateral) and uninvested cash to purchase shares of certain registered open-end management investment companies and private investment companies (Investment Funds); (b) an affiliated entity to accept fees from certain registered investment companies for acting as securities lending agent; (c) certain affiliated broker- dealers to borrow portfolio securities from registered investment companies and to receive brokerage commissions from, and to engage in principal securities transactions with, registered investment companies that are affiliated with the broker-dealers solely as a result of investing Cash Collateral in the Investment Funds; and (d) certain investment companies, other institutional investors and the Investment Funds to engage in certain purchase and sale transactions with each other. (Rel. IC-25789 - October 29) THE CHARLES SCHWAB FAMILY OF FUNDS, ET AL. An order has been issued on an application filed by The Charles Schwab Family of Funds, et al. for an exemption from Section 15 (a) of the Investment Company Act and Rule 18f-2 under the Act. The order permits the applicants to enter into and materially amend subadvisory agreements without shareholder approval and grants relief from certain disclosure requirements. (Rel. IC-25790 - October 29) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES The National Securities Clearing Corporation filed a proposed rule change (SR-NSCC-2002-03) under Section 19(b)(1) of the Securities Exchange Act. The proposed rule change, which became effective upon filing under Section 19(b)(3)(A) of the Act, establishes monthly usage fees for NSCC participants using NSCC's Mutual Fund Services Profile service. Publication of the proposal is expected in the Federal Register during the week of October 28. (Rel. 34-46720) A proposed rule change (SR-Phlx-2002-63) filed by the Philadelphia Stock Exchange to increase maintenance and transfer registration fees for registered representatives 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 October 28. (Rel. 34-46721) The Options Clearing Corporation filed a proposed rule change (SR-OCC- 2002-13) under Section 19(b) of the Securities Exchange Act. The proposed rule change, which became effective on filing, relates to OCC's clearing agreement with Nasdaq Liffe Markets, LLC. Publication of the proposal is expected in the Federal Register during the week of October 28. (Rel. 34-46722) On September 27, 2002, the Pacific Exchange filed a proposed rule change (SR-PCX-2002-65) to amend its schedule of fees. The proposed rule change has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of October 28. (Rel. 34-46728) A proposed rule change (SR-Amex-2002-78) filed by the American Stock Exchange relating to a temporary waiver of Associate Member fees for persons trading Nasdaq securities admitted to unlisted trading privileges though the Exchange's electronic order routing systems has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice in the Federal Register is expected during the week of October 28. (Rel. 34-46731) A proposed rule change and Amendment No. 1 (SR-NASD-2002-137) filed by the National Association of Securities Dealers relating to technical corrections to the trade or move process in the Nasdaq Order Collection and Display Facility (SuperMontage) have 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 October 28. (Rel. 34-46732) A proposed rule change and Amendment No. I thereto filed with the Commission by the New York Stock Exchange has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934 (SR-NYSE-2002-29). Specifically, the proposed rule change increases the maintenance charge for cellular phones used on the floor of the NYSE. Publication of the proposal is expected in the Federal Register during the week of October 28. (Rel. 34-46737) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-CBOE-2002-41) and Amendment No. 1 thereto filed by the Chicago Board Options Exchange relating to an interpretation of paragraph (b) of Article Fifth of its Certificate of Incorporation and an amendment to CBOE Rule 3.16(b). Publication of the proposal is expected in the Federal Register during the week of October 28. (Rel. 34-46719) JOINT INDUSTRY PLAN PARTIAL TEMPORARY APPROVAL OF AMENDMENT Certain categories of amendments proposed by the 13th Amendment to the Joint Self-Regulatory Organization Plan Governing the Collection, Consolidation and Dissemination of Quotation and Transaction Information for Nasdaq-Listed Securities Traded on Exchanges on an Unlisted Trading Privilege Basis (Nasdaq UTP Plan) have been granted partial temporary approval. Specifically, the approval is with respect to those categories of amendments dealing with: (1) the launch of the Internal Securities Information Processor (SIP); (2) the termination of the Legacy SIP; and (3) changes that are not related to a specific trigger event. The proposed amendments dealing with Nasdaq's application for registration as a national securities exchange have not been approved, but the Commission will take final action on such amendments in a separate action. (Rel. 34-46729) PROPOSED RULE CHANGE The International Securities Exchange filed with the Securities and Exchange Commission a notice of filing of a proposed rule change under Rule 19b-4 (SR-ISE-2002-24) relating to quotation size. Publication of the proposal is expected in the Federal Register during the week of October 28. (Rel. 34-46723) APPROVAL OF PROPOSED RULE CHANGES The Commission has approved a proposed rule change (SR-OBOE-200244) submitted by the Chicago Board Options Exchange under Rule 19b-4 of the Exchange Act, which eliminates the "Book Indicator." (Rel. 34-46727) The Commission granted approval of a proposed rule change (SR-OCC-2002- 15) filed by The Options Clearing Corporation under Section 19(b)(1) of the Securities Exchange Act of 1934, which provides that OCC will date the assignments of options with the date of the related exercise. Publication of the proposal is expected in the Federal Register during the week of October 28. (Rel. 34-46733) The Commission granted approval of a proposed rule change (SR-OCC-2002- 18) filed by The Options Clearing Corporation under Section 19(b)(1) of the Securities Exchange Act of 1934 relating to matched trade reporting. Publication of the proposal is expected in the Federal Register during the week of October 28. (Rel. 34-46734) 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 FRANKLIN RESOURCES INC, ONE FRANKLIN PARKWAY, BUILDING 920, SAN MATEO, CA, 94403, 650-312-2000 - 0 ($1.00) Equity, (File 333-100801 - Oct. 29) (BR. 07) S-1 WYNN RESORTS LTD, 3145 LAS VEGAS BLVD S., LAS VEGAS, NV, 89109, 7027334444 - 0 ($370,000,000.00) Non-Convertible Debt, (File 333-100802 - Oct. 29) (BR. 08) S-8 MIND CTI LTD, INDUSTRIAL PARK BUILDING 7, YOQNEAM ILIT ISRAEL, L3, 20692, 97249936666 - 1,000,000 ($1,140,000.00) Other, (File 333-100804 - Oct. 29) (BR. 03) S-8 MONMOUTH REAL ESTATE INVESTMENT CORP, 3499 ROUTE 9 N, SUITE 3-C, JUNIPER BUSINESS PLAZA, FREEHOLD, NJ, 07728, 7325779996 - 1,245,000 ($8,594,450.00) Equity, (File 333-100805 - Oct. 29) (BR. 08) S-2 BESTNET COMMUNICATIONS CORP, 5210 E WILLIAMS CIRCLE, STE 200, TUCSON, AR, 85711, 5207509093 - 6,141,753 ($7,277,977.00) Equity, (File 333-100808 - Oct. 29) (BR. 37) S-8 TAYLOR CAPITAL GROUP INC, 350 EAST DUNDEE ROAD, WHEELING, IL, 60090, 8478086369 - 0 ($21,381,250.00) Equity, (File 333-100809 - Oct. 29) (BR. 07) S-8 WACHOVIA CORP NEW, ONE FIRST UNION CTR, CHARLOTTE, NC, 28288-0013, 7043746565 - 0 ($10,000,000.00) Non-Convertible Debt, (File 333-100810 - Oct. 29) (BR. 07) S-8 AMERIGON INC, 5462 IRWINDALE AVENUE, IRWINDALE, CA, 91760-, 6268157400 - 500,000 ($556,250.00) Other, (File 333-100811 - Oct. 29) (BR. 05) S-8 AMKOR TECHNOLOGY INC, 1345 ENTERPRISE DR, WEST CHESTER, PA, 19380, 6104319600 - 4,051,924 ($11,380,839.73) Equity, (File 333-100814 - Oct. 29) (BR. 36) S-8 PROSPERITY BANCSHARES INC, 4295 SAN FELIPE, N/A, HOUSTON, TX, 77027, 7136939300 - 0 ($370,248.00) Equity, (File 333-100815 - Oct. 29) (BR. 07) S-8 LUMALITE HOLDINGS INC, 2810 VIA ORANGE WAY, SUITE B, SPRING VALLEY, CA, 91978, 6196605410 - 3,000,000 ($285,000.00) Equity, (File 333-100816 - Oct. 29) (BR. 04) S-8 PRG SCHULTZ INTERNATIONAL INC, 2300 WINDY RIDGE PKWY, STE 100 N, ATLANTA, GA, 30339-8426, 7707793900 - 3,250,000 ($26,568,750.00) Equity, (File 333-100817 - Oct. 29) (BR. 06) S-3 GS MORTGAGE SECURITIES CORP, 85 BROAD STREET, NEW YORK, NY, 10004, 1,000,000 ($1,000,000.00) Mortgage Backed Securities, (File 333-100818 - Oct. 29) (BR. 05) S-3 FEDERAL REALTY INVESTMENT TRUST, 1626 EAST JEFFERSON STREET, ROCKVILLE, MD, 20852-4041, 3019988100 - 0 ($500,000,000.00) Other, (File 333-100819 - Oct. 29) (BR. 08) S-8 HEINZ H J CO, 600 GRANT ST, PITTSBURGH, PA, 15219, 4124565700 - 0 ($552,200,467.18) Equity, 0 ($4,000,000.00) Other, (File 333-100820 - Oct. 29) (BR. 04) N-2 IVY LONG/ SHORT HEDGE FUND LLC, C/O BNY INVESTMENT ADVISORS,, 1 WALL STREET, NEW YORK, NY, 10286, 2122980113 - 0 ($25,000,000.00) Limited Partnership Interests, (File 333-100821 - Oct. 29) (BR. ) N-2 IVY MULTI MANAGER HEDGE FUND LLC, C/O BNY INVESTMENT ADVISORS,, 1 WALL STREET, NEW YORK, NY, 10286, 2122980113 - 0 ($25,000,000.00) Limited Partnership Interests, (File 333-100822 - Oct. 29) (BR. ) S-3 HARRIS CORP /DE/, 1025 W NASA BLVD, MELBOURNE, FL, 32919, 3217279100 - 0 ($150,000,000.00) Debt Convertible into Equity, (File 333-100823 - Oct. 29) (BR. 37) S-3 RESMED INC, 14040 DANIELSON ST, POWAY, CA, 9260468579, 6196892400 - 853,448 ($27,165,250.00) Equity, (File 333-100825 - Oct. 29) (BR. 36) 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 AIRGATE PCS INC /DE/ DE X 10/21/02 AMERICAN HOMEPATIENT INC DE X 10/29/02 AMERIQUEST MORTGAGE SECURITIES INC AS DE X 09/25/02 AMKOR TECHNOLOGY INC DE X 03/29/02 AMEND AMSOUTH AUTO RECEIVABLES LLC X X 10/15/02 ARTEMIS INTERNATIONAL SOLUTIONS CORP DE X X 10/29/02 ASSET BACKED PASS THROUGH CERTIFICATE DE X X 10/15/02 ASV INC /MN/ MN X X 10/29/02 ATA HOLDINGS CORP IN X 10/28/02 ATSI COMMUNICATIONS INC/DE DE X X 10/28/02 AVISTAR COMMUNICATIONS CORP DE X X 10/28/02 BE AEROSPACE INC DE X X 10/24/02 BEVSYSTEMS INTERNATIONAL INC CO X X 10/28/02 CARAUSTAR INDUSTRIES INC NC X X 10/29/02 CENTERPOINT ENERGY HOUSTON ELECTRIC L TX X X 10/29/02 CENTERPOINT ENERGY INC X X 10/29/02 CENTEX HOME EQUITY LOAN TRUST 2002-C DE X X 10/25/02 CHINA GLOBAL DEVELOPMENT INC NV X 10/21/02 CIT GROUP INC DE X X 10/28/02 CMGI INC DE X X 10/29/02 COMPOSITE HOLDINGS INC NV X 10/29/02 CONCURRENT COMPUTER CORP/DE DE X 10/28/02 COVEST BANCSHARES INC DE X X 09/30/02 CREDIT SUISSE FIRST BOSTON MORT BACK DE X X 10/25/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 10/29/02 CREDIT SUISSE FST BOSTON MT SEC CO HM DE X X 10/25/02 CREE INC NC X 10/29/02 CROWN JEWEL RESOURCES CORP DE X 05/11/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 10/25/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 10/20/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 07/20/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 08/20/02 CSFB MORTGAGE SECURITIES PASS THROUGH DE X X 10/25/02 CSFB MORTGAGED BACKED PASS THROUGH CE DE X X 10/25/02 CWABS INC DE X X 10/28/02 CYBER GROUP NETWORK CORP X X 08/30/02 DARDEN RESTAURANTS INC FL X X 10/29/02 DISTRIBUTION FINANCIAL SERVICES MARIN NY X X 09/30/02 DISTRIBUTION FINANCIAL SERVICES RV MA NV X X 09/30/02 DISTRIBUTION FINANCIAL SERVICES RV TR NY X X 09/30/02 DISTRIBUTION FINANCIAL SERVICES RV TR NY X X 09/30/02 DIVERSIFIED FINANCIAL RESOURCES CORP DE X X 10/25/02 AMEND DOMINION HOMES INC OH X X 10/29/02 DOMINION HOMES INC OH X X 10/29/02 EBANK COM INC GA X X 10/29/02 EMPIRE FINANCIAL HOLDING CO FL X 10/08/02 FIRST CHARTER CORP /NC/ NC X X 10/29/02 FIRST FEDERAL FINANCIAL BANCORP INC DE X X 10/29/02 FIRST HORIZON ASSET SECURITIES INC DE X X 10/24/02 FIRST HORIZON ASSET SECURITIES INC DE X X 10/24/02 FIRST INTERSTATE BANCSYSTEM INC MT X X 10/29/02 FIRSTBANK CORP MI X 10/29/02 FORESTINDUSTRY COM INC DE X X X 10/25/02 FORTUNE BRANDS INC DE X X 10/29/02 FPIC INSURANCE GROUP INC FL X X 10/28/02 FRANKLIN LAKE RESOURCES INC /NV NV X 10/29/02 FRIEDE GOLDMAN HALTER INC MS X X 10/28/02 FX ENERGY INC NV X 10/28/02 GAP INC DE X X 10/28/02 GENESEE & WYOMING INC DE X X 08/30/02 AMEND GENESIS TECHNOLOGY GROUP INC FL X 05/11/02 GILLETTE CO DE X 10/25/02 GLOBAL IMAGING SYSTEMS INC DE X 10/29/02 GLOBECOMM SYSTEMS INC X X 10/29/02 GREENWICH CAPITAL ACCEPTANCE INC MRT DE X X 10/25/02 GS MORTGAGE SEC CORP MORT PASS THR CE DE X X 10/25/02 GS MORTGAGE SECURITIES CORP MOR PASS DE X X 10/25/02 GS MORTGAGE SECURITIES CORP MORT PAS DE X X 10/25/02 GSR MORTGAGE LOAN TRUST 2001-1 X X 10/25/02 GSR MORTGAGE LOAN TRUST 2002-1 X X 10/25/02 GSR MORTGAGE LOAN TRUST 2002-2 X X 10/25/02 GSR MORTGAGE LOAN TRUST 2002-3F X X 10/25/02 GSR MORTGAGE LOAN TRUST 2002-4 X X 10/25/02 GSR MORTGAGE LOAN TRUST 2002-5 X X 10/25/02 GSR MORTGAGE LOAN TRUST 2002-7 X X 10/25/02 HALL KINION & ASSOCIATES INC DE X X 10/29/02 HARTFORD FINANCIAL SERVICES GROUP INC DE X 10/28/02 HARTFORD FINANCIAL SERVICES GROUP INC DE X 10/28/02 HOLLYWOOD CASINO CORP DE X X 10/29/02 HOLLYWOOD CASINO SHREVEPORT LA X X 10/29/02 HOOVERS INC DE X 10/29/02 HORIZON OFFSHORE INC DE X X 10/28/02 HOUSEHOLD INTERNATIONAL INC DE X X 10/24/02 HUFFY CORP OH X 10/29/02 IDT CORP DE X X 10/29/02 INDYMAC MBS INC RES AS SEC TR 2002-A3 X 04/25/02 AMEND INDYMAC MBS INC RESIDENTIAL ASSET SEC X 04/25/02 AMEND INDYMAC MBS RESIDENTIAL ASSET SECURIT X 06/25/02 AMEND INFORMATION HOLDINGS INC DE X X 10/28/02 INTERLEUKIN GENETICS INC DE X X 10/22/02 AMEND INTERNATIONAL BUSINESS MACHINES CORP NY X X 10/29/02 IPCS INC DE X X 10/23/02 J2 GLOBAL COMMUNICATIONS INC DE X X 10/28/02 JAMESON INNS INC GA X X 10/29/02 JARDEN CORP DE X X 10/28/02 KEVCO INC TX X X 10/25/02 KEYNOTE SYSTEMS INC DE X X 10/25/02 KILROY REALTY CORP MD X 10/28/02 LANDMARK BANCORP INC DE X X 10/29/02 LASALLE RE HOLDINGS LTD X X 10/25/02 M&I AUTO LOAN TRUST 2001-1 DE X X 10/21/02 MANITOWOC CO INC WI X 10/29/02 MASCO CORP /DE/ DE X X 10/29/02 MAXXIS GROUP INC GA X 10/14/02 MBNA CORP MD X 10/29/02 MERRILL LYNCH & CO INC DE X X 10/29/02 MGIC INVESTMENT CORP WI X X 10/28/02 MID AMERICA APARTMENT COMMUNITIES INC TN X 10/28/02 NATIONAL CITY CORP DE X 10/29/02 NAVISTAR INTERNATIONAL CORP DE X 10/29/02 NET 1 UEPS TECHNOLOGIES INC FL X 10/10/02 NEW YORK COMMUNITY BANCORP INC DE X X 10/28/02 NORTHERN STAR FINANCIAL INC MN X 10/28/02 NPS PHARMACEUTICALS INC DE X X 10/29/02 NUI CORP /NJ/ NJ X 10/29/02 OMNICOM GROUP INC NY X X 10/29/02 OPTA FOOD INGREDIENTS INC /DE DE X X 10/29/02 OSHKOSH TRUCK CORP WI X X 10/29/02 OSHKOSH TRUCK CORP WI X X 10/29/02 OSTEOTECH INC DE X 10/28/02 OXFORD HEALTH PLANS INC DE X X 10/29/02 PACKAGING DYNAMICS CORP DE X X 10/23/02 AMEND PATAGONIA GOLD CORP FL X 10/28/02 PENNZOIL QUAKER STATE CO DE X X 10/28/02 PERKINELMER INC MA X 10/29/02 PERRIGO CO MI X X 10/29/02 PIVOTAL CORP X X X 10/10/02 PLAINS ALL AMERICAN PIPELINE LP DE X 10/29/02 PLUMAS BANCORP CA X X 10/28/02 PRIME EQUIPMENT INC NV X 10/24/02 PROCTER & GAMBLE CO OH X 09/30/02 PROCTER & GAMBLE CO OH X 09/30/02 QWEST COMMUNICATIONS INTERNATIONAL IN DE X X 10/28/02 REGISTER COM INC DE X X 10/29/02 RELIANT RESOURCES INC DE X X X 10/29/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 10/28/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 10/28/02 RESIDENTIAL ASSET MORT PRODUCT GMACM DE X X 04/25/02 RESIDENTIAL ASSET MORT PRODUCT GMACM DE X X 05/25/02 RESIDENTIAL ASSET MORT PRODUCT GMACM DE X X 06/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 10/28/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 10/28/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 10/28/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 10/28/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 10/28/02 RF MICRO DEVICES INC NC X 10/15/02 RFS HOTEL INVESTORS INC TN X 10/29/02 RICEX CO DE X X 10/29/02 RUBBER TECHNOLOGY INTERNATIONAL INC / NV X 10/17/02 SECOND BANCORP INC OH X 10/29/02 SECURITY INTELLIGENCE TECHNOLOGIES IN FL X 10/28/02 SEGWAY V CORP NJ X 10/14/02 SEIBELS BRUCE GROUP INC SC X X 10/29/02 SEREFEX CORP DE X X 10/29/02 SHIRE PHARMACEUTICALS GROUP PLC X X 10/29/02 SHIRE PHARMACEUTICALS GROUP PLC X X 10/29/02 SHOPKO STORES INC WI X X 10/29/02 SMARTIRE SYSTEMS INC X 10/25/02 SNB BANCSHARES INC GA X X 10/25/02 SOUTH CAROLINA ELECTRIC & GAS CO SC X 10/28/02 SPARTAN STORES INC MI X X 10/29/02 SPARTAN STORES INC MI X X 10/29/02 SRS LABS INC DE X X X 10/21/02 ST JOE CO FL X X 10/29/02 STEELCASE INC MI X 10/29/02 STERLING FINANCIAL CORP /PA/ PA X X 10/29/02 STRUCTURED ASSET MORTGAGE INVEST MORT X X 10/19/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 10/25/02 STRUCTURED ASSET SEC CORP MORT PAS TH DE X X 10/25/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 10/25/02 STRUCTURED ASSET SECURITIES CORP MORT DE X X 10/25/02 STRUCTURED ASSET SECURITIES CORP MORT DE X X 10/25/02 SUSQUEHANNA BANCSHARES INC PA X 10/29/02 TANGER FACTORY OUTLET CENTERS INC NC X 09/30/02 TENET HEALTHCARE CORP NV X X 10/28/02 TRANSOCEAN INC E9 X 10/29/02 TRENWICK AMERICA CORP DE X X 10/25/02 TRENWICK GROUP LTD X X 10/25/02 TRIO TECH INTERNATIONAL CA X X 06/28/02 AMEND TULLYS COFFEE CORP X 10/24/02 TUMBLEWEED COMMUNICATIONS CORP DE X 10/28/02 TUT SYSTEMS INC DE X 10/29/02 U S DIAGNOSTIC INC DE X X 10/25/02 ULTRALIFE BATTERIES INC DE X X 10/23/02 USB HOLDING CO INC DE X X 10/25/02 VOLKSWAGEN DEALER FINANCE LLC DE X X 10/21/02 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X 10/19/02 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X 08/19/02 WASHINGTON GROUP INTERNATIONAL INC DE X 10/28/02 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X X 10/28/02 WASTE CONNECTIONS INC/DE DE X 10/24/02 WESTCOAST HOSPITALITY CORP WA X 10/29/02 WILLIAMS ENERGY PARTNERS L P DE X 10/29/02