SEC NEWS DIGEST Issue 2002-211 October 31, 2002 RULES AND RELATED MATTERS PROPOSED AMENDMENTS TO EXCHANGE ACT BANK DEALER EXCEPTIONS On Oct. 30, the Commission voted to propose amendments to the definition of terms used in the exception from the definition of dealer for banks under Section 3(a)(5) of the Securities Exchange Act of 1934. The proposed rules would address certain of the exceptions from the definitions of "dealer" that were added by the Gramm-Leach-Bliley Act under the Securities Exchange Act of 1934. Specifically, the Commission proposed amendments that would amend definitions of term within the exception from "dealer" for asset-backed transactions in Section 3(a)(5) of the Securities Exchange Act of 1934, would amend an exemption for banks from the definition of dealer for certain de minimis riskless principal transactions, and would add a new exemption from broker-dealer registration for certain bank securities lending transactions. The Commission also extended the exemption from the definition of "dealer" until Feb. 10, 2003, to permit time for public comment, analysis of the comments received, and adoption of final rules. (Rels. 34-46745, File No. S7-41-02; Rel. 34-46751, File No. S7-12-01; Press Rel. 2002-155) ENFORCEMENT PROCEEDINGS COMMISSION SUSTAINS NASD DISCIPLINARY ACTION AGAINST FRANK DEVINE The Commission has sustained NASD disciplinary action against Frank Thomas Devine, formerly a general securities representative. The NASD found that Devine engaged in private securities transactions in violation of NASD Conduct Rules 3040 and 2110 by selling loan instruments tied to viatical settlements without prior written notice. The NASD fined Devine $34,825.42, and suspended him for 90 days from association with any NASD member in any capacity, and required him to requalify by examination as an investment company and variable contracts products representative. The Commission found that the loan instruments sold by Devine were notes and securities. The Commission further found that Devine had violated the NASD Conduct Rules by failing to provide his employer with prior notice of these securities sales or obtaining the employer's approval. The Commission upheld the sanctions imposed by the NASD, finding that they were neither excessive nor oppressive. (Rel. 34-46746; File No. 3- 10518) SEC BARS CLAIN FROM ASSOCIATING WITH AN INVESTMENT ADVISER On Oct. 30, the Commission issued an Order Making Findings and Imposing Remedial Sanctions barring John Raymond Linney Clain from associating with an investment adviser. Clain previously owned St. James Asset Management, Inc. (Saint James), an investment adviser located in Alpharetta, Georgia and licensed with the State of Georgia. The Order finds that the Commission filed a civil injunctive action entitled U.S. Securities and Exchange Commission v. Saint James Asset Management, Inc. and John Raymond Linney Clain, et al., Civil Action Number 1:02-CV-0426- RLV (N.D. Ga.), alleging 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 and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. The complaint in that matter alleged, among other things, that 91) Clain misappropriated approximately $965,400 from sixteen clients of Saint James; (2) Clain procured the funds by representing that he would use the funds to purchase securities for the clients; (3) Clain used $110,000 to buy two cars and a diamond ring and the remaining funds to pay business and personal expenses, including monthly mortgage payments on his house; arid (4) Clain concealed his conduct by giving his clients account statements, stock certificates and other documents which falsely indicated that Saint James had purchased securities on their behalf. The Order further fords that Clain was permanently enjoined by consent from future violations by a court order issued in March 2002. (Rel. IA-2074; File No. 3-10891) SEC INSTITUTES ADMINISTRATIVE PROCEEDING AGAINST J. CHARLES REIVES On Oct. 30, the Commission issued an Order Instituting Public Proceedings Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940 against J. Charles Reives (Reives) of Raleigh, North Carolina. In the Order, the Division of Enforcement (the Division) alleges that the Commission filed a civil injunctive action entitled SEC v. Louis M. Lazorwitz and J. Charles Reives, et al., Case No. 1:02-CV-0112-HTW (N.D.Ga.) against Reives, alleging violations of the federal securities laws. The Division further alleges that Reives was enjoined from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 promulgated thereunder,, and Sections 206(1) and 206(2) of the Advisers Act by a court order issued in August 2002. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Reives an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate and in the public interest. (Rels. 34-46748; IA-2073; File No. 3-10923 SEC SETTLES FRAUD CHARGES AGAINST SIDNEY JOHNSON, LESLIE FLEISHMAN AND MEDCOM HEALTH PRODUCTS, INC. The Commission announced today that, on August 20, 2002, the Honorable J. Garvan Murtha, United States District Judge for the District of Vermont, entered final judgments against Sidney A. Johnson of Newfane, Vermont, and Brooklyn, New York, Leslie H. Fleishman of Long Beach, California, and MedCom Health Products, Inc., a California corporation based in Long Beach. In its complaint, filed on December 15, 2000, the Commission alleged that, between August 1997 and February 2000, Johnson and Fleishman solicited and sold unregistered shares of stock in Kultivar, a Plainfield, Vermont corporation, by falsely claiming, among other things, that Kultivar's stock would soon be publicly traded and that the value of its stock would rise because of its purported valuable medicinal products. The Commission's complaint further alleged that, during 2000, Johnson and Fleishman solicited investments in MedCom, a purported Internet business portal for the medical industry, by falsely claiming, among other things, that MedCom had significant business relationships with several Fortune 500 companies and that its stock would soon begin trading publicly. Without admitting or denying the Commission's allegations against them, Johnson, Fleishman and MedCom consented to the entry of the final judgments, which permanently enjoin (1) Johnson, Fleishman and MedCom from future violations of the antifraud provisions of the Securities Act and the Exchange Act, (2) Johnson and Fleishman from future violations of the provisions of the Securities Act prohibiting offers and sales of unregistered securities, and (3) Fleishman from future violations of provisions of the Exchange Act that prohibit acting as an unlicensed broker-dealer. Johnson's judgment orders that he is liable for disgorgement of $80,000 plus prejudgment interest, but waives payment of all but $17,000 of that amount and does not impose a civil monetary penalty based on the sworn representations in his statement of financial condition and other documents submitted to the Commission. Fleishman's judgment orders that he is liable for disgorgement of $70,000 plus prejudgment interest, but waives payment of that amount and does not impose a civil monetary penalty based on the sworn representations in his statement of financial condition and other documents submitted to the Commission. MedCom's judgment orders that it is liable for disgorgement of $175,000 plus prejudgment interest, but waives payment of all but $5,300 of that amount and does not impose a civil monetary penalty based on the sworn representations in its statement of financial condition and other documents submitted to the Commission. The Commission withdrew its charges against the remaining defendant, Southport S.D.G., Inc., which is defunct, and previously withdrew charges against Kultivar, Inc., which is also defunct. On Oct. 30, based on the entry of the court's injunctions, the Commission also instituted settled administrative proceedings against Johnson and Fleishman. Without admitting or denying the Commission's findings, Johnson and Fleishman consented to the entry of the Commission's order, which bars them from participating in any offering of penny stock and, in addition, bars Fleishman from association with any broker or dealer. For more information, see Litigation Release No. 16837 (December 21, 2000). (Rel. 34-46749; File No. 3-10924) SEC CHARGES FORMER REGIONAL CONTROLLER OF EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. WITH RECORDING FICTITIOUS REVENUE ON THE COMPANY'S BOOKS On Oct. 30, the Commission filed a settled civil action in the U.S. District Court for the District of Columbia alleging that Stephen R. Becker (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. (EA Engineering) 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.)] (LR-17815; AAE Rel. 1655) SEC CHARGES FORMER OFFICER OF PUBLICLY TRADED COMPANY WITH FINANCIAL FRAUD IN CONNECTION WITH HIS EMBEZZLEMENT OF $2.2 MILLION On Oct. 29, the Commission filed a complaint in the U.S. District Court for the Northern District of Texas (Dallas Division) against Larry Ohms, the former treasurer of Dallas-based United States Lime & Minerals, Inc. (Nasdaq: USLM). According to the complaint, Ohms embezzled nearly $2.2 million from the company between January 1998 and December 2001 by forging the signatures of other company officers on checks, and falsifying the company's check register to create the appearance that these checks were for the company's legitimate business expenses. The SEC further alleges that Ohms supervised U.S. Lime's internal accounting controls and financial reporting, and used his position to escape detection by falsifying the company's books and records, lying to its outside auditors, and preparing false financial statements that he then caused the company to file with the SEC. The complaint charges Ohms with fraud, circumventing internal controls, falsifying books and records, and lying to auditors, in violation of, or aiding and abetting violations of, the Securities Exchange Act of 1934 and Rules thereunder, and requests that Ohms be enjoined from future securities violations, barred from serving in the future as an officer or director of a public company, and ordered to disgorge the full amount that he stole from U.S. Lime, with prejudgment interest. [SEC v. Larry Ohms, Defendant, Civil Action No. 3:02-CV-2361-D, USDC, NDTX] (LR-17816) RAYMOND PARR SENTENCED FOR MAIL FRAUD The Commission announced that that on Oct. 18 Judge Sim Lake of the United States District Court for the Southern District of Texas at Houston sentenced Raymond G. Parr of Houston, Texas, to 27 months in prison and ordered him to make restitution of $3 million. The conviction and sentence were based on Mr. Smith's plea to one count of an indictment that charged him with ten counts of mail fraud. The criminal charges against Parr grew out of the Commission's investigation of a fraudulent scheme orchestrated in part by Parr in which investors were offered and sold purportedly "high yield" "prime bank" programs. On Nov. 18, 1998, the Commission filed a civil complaint alleging that Parr and others had fraudulently offered investments purportedly guaranteed by foreign banks and insurance companies and had taken in more than $14 million which they used to pay personal expenses and to forward to operators of other similar schemes. On March 19, 2001, Judge Barbara M.G. Lynn of the U.S. District Court for the Northern District of Texas at Dallas permanently enjoined Parr and others from further securities frauds and from selling unregistered securities and ordered Parr to disgorge monies he had received from his participation in the scheme. [U.S. v. Raymond G. Parr, Criminal Action No. H-02-CR-75, USDC, SDTX, Houston Division]; [SEC v. Funding Resource Group, et al., Civil Action No. 3:98-CV-02689-M, USDC, NDTX, Dallas Division] (LR-17817) SEC CHARGES SOUTHMARK ADVISORY, INC., SOUTHMARK, INC., AND WENDELL BELDEN WITH SECURITIES FRAUD, BASED ON DECEPTIVE SALES PRACTICES THAT ENRICHED BELDEN AT HIS CLIENTS' EXPENSE On Oct. 29, the Commission filed a securities fraud action in the U.S. District Court for the Northern District of Oklahoma, against Southmark Advisory, Inc., a Commission-registered investment adviser, Southmark, Inc., a Commission-registered broker-dealer, and Wendell D. Belden, the owner of both firms, all located in Tulsa, Oklahoma. According to the SEC's complaint, from 1996 through the present, Belden has used Southmark Advisory and Southmark, Inc. to defraud his predominantly elderly clients, by lying about the safety of Southmark Advisory's managed mutual fund program; by failing to tell the clients about other investment options that were more advantageous; by failing to tell the clients that his brokerage firm, Southmark, Inc., would earn a 4% sales Commission if the clients invested in the managed mutual fund program; and by failing to tell the clients about disciplinary sanctions that the State of Oklahoma and the NASD had imposed against Belden. The Commission asked the court to restrain the defendants temporarily from further violations of the foregoing securities laws, to appoint a receiver to take control of Southmark Advisory and Southmark, Inc., and assist the clients with retaining a legitimate adviser for their accounts, and to freeze the defendants' assets, so that the proceeds of the fraud can be preserved and ultimately returned to the investors. The Commission also requested that the court permanently enjoin Southmark Advisory, Inc., Southmark, Inc., and Belden from violating the federal securities laws, order them to disgorge all illicit profits from their fraudulent conduct, with prejudgment interest, and pay civil money penalties. [SEC v. Southmark Advisory, Inc., Southmark, Inc., and Wendell D. Belden, Civil Action No. 02-CV-830-E, USDC, NDOK] (LR-17818) DISTRICT COURT ENTERS FINAL JUDGMENT ORDERING SCOTT SCHOENBAUER TO PAY DISGORGEMENT AND CIVIL PENALTIES The Commission announced that on Oct. 21, the Honorable Daniel T.K. Hurley, United States District Judge for the Southern District of Florida, issued an order imposing disgorgement with prejudgment interest in the amount of $86,177.68 by consent and a civil penalty of $5,000 by the Court against Scott Schoenbauer (Schoenbauer) for his role in a fraudulent securities offering by Link Express Delivery Solutions, Inc. (Link). In a complaint filed in December 2001, the SEC alleged that Schoenbauer was among the top-producing sales agents for the five fraudulent and unregistered Link offerings, and received commissions of between 8 and 11% of the total amount invested by their clients in Link. Schoenbauer solicited investors and collected commissions on their sales while not associated with any registered broker-dealer. On April 2, 2002, the U.S. District Court for the Southern District of Florida entered a final judgment of permanent injunction by default against Schoenbauer permanently enjoining him from violating Sections 5(a) and 5(c) of the Securities Act of 1933 (Securities Act) [15 U.S.C. 77e(a) and 77e(c)], and Section 15(a)(1) of the Exchange Act [15 U.S.C. 78o(a)(1)]. Those sections and rules prohibit the offer or sale of securities not registered with the SEC and the offer and sale of securities while not associated with any registered broker-dealer. [SEC v. Paul R. Johnson, et al., Case No. 01-7874-CIV-Hurley, S.D. Fla.] (LR- 17819) DOUGLAS GLOFF PAYS OVER $290,000 IN DISGORGEMENT, INTEREST AND PENALTIES TO SETTLE INSIDER TRADING CHARGES The Commission announced today that Judge Martin J. Jenkins of the United States District Court for the Northern District of California has entered a Final Judgment against Douglas M. Gloff, of San Diego, California, in a Commission action that charged him with insider trading in the securities of Acuson Corporation. Without admitting or denying the allegations in the Commission's complaint, Gloff consented to the judgment which permanently enjoins him from violating Section 14(e) of the Securities Exchange Act of 1934 and Rule 14e-3 thereunder, and orders him to pay $137,485.91 in disgorgement, prejudgment interest of $17,355.08, and a civil penalty of $137,485.91. The Commission's complaint in this matter, filed on December 19, 2001, alleged that Gloff engaged in unlawful insider trading prior to the public announcement on September 27, 2000 that Siemens Medical Engineering Group was making a tender offer for Acuson. The Commission alleged that, prior to the public announcement, Gloff learned from an Acuson director that Acuson was going to be acquired. According to the complaint, Gloff, while in possession of this material, non-public information, purchased 200 Acuson call options on Sept. 21, 2000 and then sold all 200 calls immediately following the public announcement, realizing illegal profits of $137,485.91. The complaint further alleged that on Oct. 3, 2000, after being contacted by the Commission staff, Gloff met with the Acuson director and suggested that the director deny that he knew Gloff if he was asked that question. (Litigation Release No. 17282, Dec. 19, 2001.) Simultaneous with the filing of the Commission's complaint, the U.S. Attorney's Office for the Northern District of California filed related criminal charges against Gloff. Gloff has entered a guilty plea in connection with those charges, and is scheduled to be sentenced on Nov. 21, 2002. The Commission would like to thank the New York Stock Exchange, the Pacific Stock Exchange, the U.S. Attorney's Office for the Northern District of California and the Federal Bureau of Investigation for their cooperation in this investigation. [SEC v. Douglas M. Gloff, USDC, NDCA, Civil Action No. C01-4984 MJJ] (LR-17820) INVESTMENT COMPANY ACT RELEASES ACACIA NATIONAL LIFE INSURANCE COMPANY, ET AL. An order has been issued on an application filed by Acacia National Life Insurance Company (Acacia National), Acacia National Variable Annuity Separate Account II and Acacia National Variable Life Insurance Separate Account I (together, the Acacia Accounts), Ameritas Variable Life Insurance Company (AVLIC), Ameritas Variable Separate Account VA and Ameritas Variable Separate Account VL (together, the AVLIC Accounts) and The Advisors Group, Inc. Applicants requested an order under Sections 17(b) and 11(a) of the Investment Company Act of 1940 (Act) and Rule 17d- 1 thereunder: (a) permitting the transfer of assets from the Acacia Accounts to the AVLIC Accounts in connection with the assumption reinsurance by AVLIC from Acacia National of the individual variable annuity contracts and individual variable life insurance policies to which those assets relate; (b) permitting any joint arrangement that could be deemed to be associated with those reinsurance transactions; and (c) approving the terms of any offers of exchange that may be deemed to be involved in those reinsurance transactions. (Rel. IC-25791 - Oct. 30) HOLDING COMPANY ACT RELEASES GREAT PLAINS ENERGY INCORPORATED, ET AL. A notice has been issued giving interested persons until Nov. 22, 2002, to request a hearing on a proposal by Great Plains Energy Incorporated (GPE), a registered holding company under the Act; Kansas City Power & Light Company (KCPL), an electric utility company and a wholly-owned subsidiary of GPE; Great Plains Energy Services Incorporated (GPES), a to-be formed service company subsidiary; and Wolf Creek Nuclear Operating Corporation, a nonutility subsidiary of KCPL, to form GPES as a subsidiary service company of GPE to provide intrasystem services at cost. Nonutility subsidiaries of GPE request an exemption from the cost standards of Rules 90 and 91 to provide construction, goods, or services to five specified categories of associate companies at fair market prices. GPES or KCPL further request authority to provide extensions of credit and guarantees. (Rel. 35-27587) CONECTIV, ET AL. An order has been issued authorizing a proposal by Conectiv, a registered holding company, PHI Service Company (PHI Service) (formerly, Conectiv Resource Partners, Inc.), the service company for the Conectiv system, Atlantic City Electric Company (ACE), a public utility subsidiary of Conectiv and Atlantic City Electric Transition Funding LLC (Special Purpose Issuer) (collectively, Applicants). The order authorizes, through May 31, 2006, ACE to issue $440 million in transition bonds (Transition Bonds) and to engage in related transactions. Jurisdiction is released over the reduction of ACE's common equity ratio to 28%; jurisdiction has been reserved over Applicant's request for ACE to issue an additional $1.26 billion in Transition Bonds and any corresponding effect on ACE's common equity ratio. (Rel. 35-27588) SELF-REGULATORY ORGANIZATIONS ACCELERATED APPROVAL OF A PROPOSED RULE CHANGE The Commission published notice and granted accelerated approval of a proposed rule change (SR-OCC-2002-19) filed by The Options Clearing Corporation under Section 19(b)(1) of the Exchange Act. The proposed rule change relates to random assignment processing. Publication of the proposal is expected in the Federal Register during the week of Nov. 4, 2002. (Rel. 34-46735) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the National Association of Securities Dealers amending NASD Rule 3011 to require members to identify and provide the contact information for their Anti-Money Laundering Compliance Persons to NASD (SR-NASD-2002-146) 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 Nov. 4, 2002. (Rel. 34-46739) DELISTING GRANTED An order has been issued granting the application of the International Securities 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. 31, 2002. (Rel. 34-46740) WITHDRAWAL SOUGHT A notice has been issued giving interested persons until Nov. 19, 2002, to comment on the application of Citizens, Inc., to withdraw its Class A Common Stock, no par value from listing and registration on the American Stock Exchange. (Rel. 34-46741) 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 DISCOVERY LABORATORIES INC /DE/, 350 MAIN STREET SUITE 307, DOYLESTOWN, PA, 18901, 2152404699 - 1,000,000 ($2,050,000.00) Equity, (File 333-100824 - Oct. 30) (BR. 01) SB-2 EAGLE RIVER MINING CORP, 141 757 W HASTINGS ST, VANCOUVER, BRITISH COLUMBIA CANADA, A1, 00000, 6048132328 - 2,000,000 ($200,000.00) Equity, (File 333-100826 - Oct. 30) (BR. ) S-8 FINX GROUP INC, 249 NORTH SAW MILL RIVER ROAD, ELMSFORD, NY, 10523, 9145925930 - 60,000,000 ($2,400,000.00) Equity, (File 333-100827 - Oct. 30) (BR. 03) S-8 T & G2, 65 LA GRANDE AVE., BERKELEY HEIGHTS, NJ, 07922, 9085089009 - 750,000 ($172,500.00) Equity, (File 333-100828 - Oct. 30) (BR. 03) S-8 HIV VAC INC, 1608 ST GREGORY, SUITE B100, LAS VEGAS, NV, 89117, 7028665834 - 0 ($264,500.00) Equity, (File 333-100834 - Oct. 30) (BR. 01) S-2 EUROTECH LTD, 1216 16TH STREET N W, WASHINGTON, DC, 20036, 202-466-54 - 17,951,756 ($4,128,904.00) Equity, (File 333-100835 - Oct. 30) (BR. 06) S-3 WEATHERFORD INTERNATIONAL LTD, 515 POST OAK BLVD, STE 600, HOUSTON, TX, 77027-3415, 7136934000 - 370,155 ($14,891,335.65) Equity, (File 333-100836 - Oct. 30) (BR. 04) S-8 NETWORK APPLIANCE INC, 495 EAST JAVA DR, SUNNYVALE, CA, 94089, 4088226000 - 16,400,000 ($145,796,000.00) Equity, (File 333-100837 - Oct. 30) (BR. 03) S-8 VECTOR ENERGY CORP /TEXAS/, 11757 KATY FREEWAY, SUITE 950, HOUSTON, TX, 77079, 713-589-2526 - 10,000,000 ($100,000.00) Equity, (File 333-100839 - Oct. 30) (BR. 04) S-8 MENTOR CORP /MN/, 201 MENTOR DR, SANTA BARBARA, CA, 93111, 8058796000 - 3,000,000 ($107,040,000.00) Equity, (File 333-100841 - Oct. 30) (BR. 36) S-8 DAKTRONICS INC /SD/, PO BOX 5128, 331 32ND AVE, BROOKINGS, SD, 57006, 6056974000 - 500,000 ($4,775,000.00) Equity, (File 333-100842 - Oct. 30) (BR. 06) S-8 CHORDIANT SOFTWARE INC, 20400 STEVENS CREEK BLVD, SUITE 400, CUPERTINO, CA, 95014, 4085176100 - 0 ($4,120,186.17) Equity, (File 333-100843 - Oct. 30) (BR. 03) S-3 WEBSTER FINANCIAL CORP, WEBSTER PLAZA, 145 BANK ST, WATERBURY, CT, 06720, 2037532921 - 83,720 ($2,700,807.00) Equity, (File 333-100846 - Oct. 30) (BR. 07) S-1 THAXTON GROUP INC, 1524 PAGELAND HIGHLAND, LANCASTER, SC, 29270, 8032854336 - 0 ($125,000,000.00) Non-Convertible Debt, (File 333-100847 - Oct. 30) (BR. 07) S-3 RESIDENTIAL ASSET SECURITIES CORP, 8400 NORMANDALE LAKE BLVD, SUITE 600, MINNEAPOLIS, MN, 55437, 9528327000 - 1,000,000 ($1,000,000.00) Asset-Backed Securities, (File 333-100848 - Oct. 30) (BR. 05) F-10 AGNICO EAGLE MINES LTD, 401 BAY ST STE 2302, C/O BARRY LANDEN, TORONTO ONTARIO CANA, A6, 4169471212 - 0 ($309,925,000.00) Other, (File 333-100850 - Oct. 30) (BR. 04) S-8 NUMERICAL TECHNOLOGIES INC, 70 W PLUMERIA AVE, SAN JOSE, CA, 95134, 4089191910 - 0 ($11,888,496.17) Equity, (File 333-100851 - Oct. 30) (BR. 03) S-2 DELTA NATURAL GAS CO INC, 3617 LEXINGTON RD, WINCHESTER, KY, 40391, 8597446171 - 20,000,000 ($20,000,000.00) Non-Convertible Debt, (File 333-100852 - Oct. 30) (BR. 02) S-3 PFIZER INC, 235 E 42ND ST, NEW YORK, NY, 10017, 2125732323 - 0 ($5,000,000,000.00) Non-Convertible Debt, (File 333-100853 - Oct. 30) (BR. 01) S-8 LOGITECH INTERNATIONAL SA, 6505 KAISER DR, C/O LOGITECH INC, FREMONT, CA, 94555, 5107958500 - 0 ($227,490,000.00) Equity, (File 333-100854 - Oct. 30) (BR. 03) SB-2 MASS MEGAWATTS WIND POWER INC, 11 MAPLE AVE, SHREWSBURY, MA, 01545, 885,102 ($885,102.00) Equity, (File 333-100855 - Oct. 30) (BR. 02) S-1 AZCO MINING INC, 7239 EL MIRAGE ROAD, GLENDALE, AZ, 85307, 5204286881 - 6,680,000 ($3,540,400.00) Equity, (File 333-100856 - Oct. 30) (BR. 04) S-3 WEBMD CORP /NEW/, RIVER DRIVE CENTER 2, 669 RIVER DR, ELMWOOD PARK, NJ, 07407, 4088765000 - 7,018,000 ($7,018,000.00) Debt Convertible into Equity, (File 333-100857 - Oct. 30) (BR. 03) S-8 BMC SOFTWARE INC, 2101 CITYWEST BLVD, HOUSTON, TX, 77042-2827, 7139188800 - 4,000,000 ($56,740,000.00) Equity, (File 333-100858 - Oct. 30) (BR. 03) S-8 BMC SOFTWARE INC, 2101 CITYWEST BLVD, HOUSTON, TX, 77042-2827, 7139188800 - 3,000,000 ($42,555,000.00) Equity, (File 333-100860 - Oct. 30) (BR. 03) S-3 SOUTHWEST AIRLINES CO, 2702 LOVE FIELD DR, P O BOX 36611, DALLAS, TX, 75235, 2147924000 - 0 ($694,781,435.00) Non-Convertible Debt, (File 333-100861 - Oct. 30) (BR. 05) S-8 SOUTHWEST AIRLINES CO, 2702 LOVE FIELD DR, P O BOX 36611, DALLAS, TX, 75235, 2147924000 - 0 ($66,489,750.00) Equity, (File 333-100862 - Oct. 30) (BR. 05) S-3 STRUCTURED ASSET SECURITIES CORP II, 745 AVENUE OF THE AMERICAS, NEW YORK, NY, 10019, 2125267000 - 0 ($4,000,000,000.00) Debt Convertible into Equity, (File 333-100864 - Oct. 30) (BR. ) S-8 MERCURY AIR GROUP INC, 5456 MCCONNELL AVE, LOS ANGELES, CA, 90066, 3106462994 - 1,000,000 ($2,580,000.00) Equity, (File 333-100865 - Oct. 30) (BR. 04) S-8 KENNAMETAL INC, 1600 TECHNOLOGY WAY, P O BOX 231, LATROBE, PA, 15650, 7245395000 - 0 ($72,684,000.00) Equity, (File 333-100867 - Oct. 30) (BR. 36) S-3 COLONIAL PROPERTIES TRUST, 2101 SIXTH AVE N STE 750, STE 750, BIRMINGHAM, AL, 35203, 205-250-8700 - 2,500,000 ($86,250,000.00) Equity, (File 333-100868 - Oct. 30) (BR. 08) S-3 E REX INC, 11645 BISCAYNE BLVD, STE 210, MIAMI, FL, 33181, 2065212090 - 67,500,000 ($540,000.00) Equity, (File 333-100869 - Oct. 30) (BR. 03) S-8 CONSOLIDATED ENERGY INC, 9900 WEST SAMPLE ROAD, SUITE 300, CORAL SPRINGS, FL, 33065, 954-755-6620 - 2,000,000 ($200,000.00) Other, (File 333-100871 - Oct. 30) (BR. 02) 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 ------------------------------------------------------------------------------------ 4-D NEUROIMAGING CA X X X 10/21/02 ACTERNA CORP DE X X 10/30/02 ALLEN TELECOM INC DE X X 10/29/02 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE X X 10/30/02 ALLIANCE CAPITAL MANAGEMENT L P DE X X 10/30/02 ALLIED WASTE INDUSTRIES INC DE X 10/30/02 AMERIQUEST MORTGAGE SECURITIES INC AS DE X 09/25/02 AMKOR TECHNOLOGY INC DE X X 10/29/02 ANTS SOFTWARE INC DE X 10/30/02 AMEND APA OPTICS INC /MN/ MN X X 10/30/02 APOLLO HOLDINGS INC DE X 10/30/02 ARMSTRONG WORLD INDUSTRIES INC PA X X 10/30/02 AT&T COMCAST CORP PA X X 10/30/02 AT&T CORP NY X X 10/30/02 AUDIBLE INC X X 10/30/02 AVAYA INC DE X X 10/30/02 BA MASTER CREDIT CARD TRUST / X 10/15/02 BERKLEY W R CORP DE X X 10/29/02 BICO INC/PA PA X 10/30/02 BIOMARIN PHARMACEUTICAL INC DE X 10/28/02 BOSTON CAPITAL TAX CREDIT FUND IV LP DE X 10/01/02 BROADWING COMMUNICATIONS INC CA X 10/30/02 BROADWING INC OH X X 10/30/02 BSB BANCORP INC DE X X 10/24/02 CALIFORNIA INDEPENDENT BANCORP CA X X 10/29/02 CBL & ASSOCIATES PROPERTIES INC DE X 09/30/02 CENTURY BANCORP INC MA X X 10/28/02 CHINA BROADBAND CORP NV X X X 09/13/02 AMEND CIT GROUP INC DE X X 10/29/02 CITICORP MORTGAGE SECURITIES INC DE X 10/30/02 CITIZENS COMMUNICATIONS CO DE X 10/29/02 COCA COLA BOTTLING CO CONSOLIDATED /D DE X X 10/25/02 COMDISCO HOLDING CO INC DE X X 10/29/02 COMMUNITY BANKS INC /PA/ PA X X 10/30/02 CORNING INC /NY NY X 09/30/02 CREDIT SUISSE FIRST BOSTON MOR SEC CO DE X X 10/25/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 10/30/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 10/30/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 10/30/02 CSFB MORT SEC CORP HOME EQUITY MORT T DE X X 10/25/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 10/25/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 10/25/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 10/25/02 CSX CORP VA X X 10/29/02 CVS CORP DE X X 10/30/02 CWMBS INC DE X 10/30/02 CWMBS INC DE X 10/30/02 CWMBS INC DE X 10/30/02 CWMBS INC DE X X 10/30/02 CWMBS INC DE X X 10/30/02 CWMBS INC DE X X 10/30/02 DELIAS INC DE X X 10/14/02 DEUTSCHE FLOORPLAN RECEIVABLES L P DE X X 09/30/02 DEVELOPERS DIVERSIFIED REALTY CORP OH X X 02/11/02 DIGITAL FUSION INC/NJ/ DE X X 10/30/02 DIMON INC VA X X 10/30/02 DIMON INC VA X 10/30/02 DOVER CORP DE X X 10/30/02 DSTAGE COM INC DE X X 09/30/02 ELECTRONIC DATA SYSTEMS CORP /DE/ DE X 10/30/02 EMCEE BROADCAST PRODUCTS INC DE X 10/29/02 ENRON CORP/OR/ OR X X 10/30/02 ENTERGY CORP /DE/ DE X X 10/30/02 ENTRADA NETWORKS INC DE X X 10/30/02 ENVIROGEN INC DE X X 10/30/02 EQUIFAX INC GA X X 10/30/02 EQUITY ONE INC MD X 12/31/02 ESTEE LAUDER COMPANIES INC DE X 10/29/02 FEDERAL REALTY INVESTMENT TRUST MD X X 09/30/02 FIRST CHARTER CORP /NC/ NC X X 10/30/02 FIRST HORIZON ASSET SECURITIES INC DE X X 10/30/02 FNB BANCORP/CA/ X X 10/25/02 FNB BANCSHARES INC /SC/ SC X X 10/29/02 FRIEDMAN BILLINGS RAMSEY GROUP INC VA X 10/30/02 GARMIN LTD X 10/30/02 GENAERA CORP DE X X 10/30/02 GLOBAL PREFERRED HOLDINGS INC DE X X 10/30/02 GLYCOGENESYS INC NV X X 10/30/02 GOODRICH CORP NY X 10/28/02 GRAVITAS INTERNATIONAL INC FL X 10/29/02 GREAT WEST LIFE & ANNUITY INSURANCE C CO X 10/29/02 GS MORTGAGE SECURITIES CORP DE X 10/28/02 GS MORTGAGE SECURITIES CORP DE X X 10/29/02 GUITAR CENTER INC DE X X 10/29/02 GULFMARK OFFSHORE INC DE X 10/29/02 GWL&A FINANCIAL INC DE X 10/29/02 HANOVER DIRECT INC DE X 10/30/02 HARDINGE INC NY X X 10/25/02 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 10/30/02 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 10/31/02 HARRIS CORP /DE/ DE X X 10/30/02 HEARST ARGYLE TELEVISION INC DE X X 10/30/02 HOLIDAY RV SUPERSTORES INC DE X X 10/25/02 HOME EQUITY MORTGAGE PASS THROUGH CER DE X X 10/25/02 HOMEGOLD FINANCIAL INC SC X X 10/14/02 AMEND HOUSEHOLD FINANCE CORP DE X X 10/24/02 HOUSEHOLD INTERNATIONAL INC DE X X 10/24/02 IBF VI GUARANTEED INCOME FUND X X 09/30/02 ICOS CORP / DE DE X X 10/23/02 IMAX CORP A6 X 10/30/02 IMH ASSETS CORP DE X 09/25/02 IMH ASSETS CORP DE X 04/25/02 AMEND IMH ASSETS CORP DE X 05/28/02 AMEND IMH ASSETS CORP DE X 06/25/02 AMEND IMH ASSETS CORP DE X 07/25/02 AMEND IMH ASSETS CORP DE X 08/26/02 AMEND IMPAC SECURED ASSETS CORP CA X 09/25/02 IMPAC SECURED ASSETS CORP CA X 03/25/02 AMEND IMPAC SECURED ASSETS CORP CA X 04/25/02 AMEND IMPAC SECURED ASSETS CORP CA X 05/28/02 AMEND IMPAC SECURED ASSETS CORP CA X 06/25/02 AMEND IMPAC SECURED ASSETS CORP CA X 07/25/02 AMEND IMPAC SECURED ASSETS CORP CA X 08/26/02 AMEND INDY MAC ABS INC HOME EQUITY MOR LN A DE X 05/28/02 AMEND INDYMAC MBS INC X X 10/30/02 INFINITE GROUP INC DE X 10/30/02 INFINIUM SOFTWARE INC MA X X 10/28/02 INFONOW CORP / DE X 10/24/02 INGRAM MICRO INC DE X X 10/29/02 INSPIRE PHARMACEUTICALS INC DE X 10/30/02 INTELIDATA TECHNOLOGIES CORP DE X 10/29/02 INTRABIOTICS PHARMACEUTICALS INC /DE DE X X 09/27/02 IRT PROPERTY CO GA X X 10/28/02 IRWIN FINANCIAL CORPORATION IN X X 10/30/02 J2 GLOBAL COMMUNICATIONS INC DE X X 10/28/02 JAKKS PACIFIC INC DE X X 10/25/02 JONES LANG LASALLE INC MD X X 10/30/02 JOURNAL COMMUNICATIONS INC WI X 10/28/02 K SWISS INC DE X X 10/29/02 KEANE INC MA X X 10/25/02 KENNEDY WILSON INC DE X X 10/30/02 KERR MCGEE CORP /DE DE X 10/25/02 KERR MCGEE CORP /DE DE X 10/30/02 KIMCO REALTY CORP MD X X 10/29/02 LABORATORY CORP OF AMERICA HOLDINGS DE X 10/30/02 LABORATORY CORP OF AMERICA HOLDINGS DE X 10/30/02 LBP INC DE X X 10/15/02 LEE SARA CORP MD X 10/30/02 LEVI STRAUSS & CO DE X X 10/30/02 LINCOLN NATIONAL CORP IN X X 10/29/02 M B A HOLDINGS INC NV X X 10/30/02 METROMEDIA INTERNATIONAL GROUP INC DE X X 10/22/02 MICROSEMI CORP DE X 10/21/02 MIDWAY GAMES INC DE X X 10/29/02 MILLENNIUM CHEMICALS INC DE X X 10/30/02 MILLENNIUM CHEMICALS INC DE X 10/30/02 AMEND MITY ENTERPRISES INC UT X 10/30/02 MONSANTO CO /NEW/ DE X X 10/30/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 10/28/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X 02/25/02 AMEND MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 10/09/02 NATIONSBANK OF DELAWARE NA DE X X 10/15/02 NATIONSCREDIT GRANTOR TRUST 1996-1 DE X X 10/15/02 NATIONSCREDIT GRANTOR TRUST 1997-1 DE X X 10/15/02 NATIONSCREDIT GRANTOR TRUST 1997-2 DE X X 10/15/02 NETSCOUT SYSTEMS INC DE X X 08/01/02 NETWORK ACCESS SOLUTIONS CORP DE X X 10/16/02 NORTH COUNTRY FINANCIAL CORP MI X X 10/30/02 NRG ENERGY INC DE X X 09/24/02 NUTEK INC NV X 10/30/02 OAK TECHNOLOGY INC DE X X 10/25/02 ORYX TECHNOLOGY CORP DE X 10/24/02 PAINEWEBBER MORTGAGE ACCEPTANCE CORP DE X X 10/25/02 PENN VIRGINIA CORP VA X 10/30/02 PENN VIRGINIA RESOURCE PARTNERS L P DE X 10/30/02 PENNZOIL QUAKER STATE CO DE X X 10/30/02 PETROQUEST ENERGY INC DE X X 10/30/02 PIEDMONT NATURAL GAS CO INC NC X X 10/30/02 PILGRIMS PRIDE CORP DE X 10/29/02 PLAINS RESOURCES INC DE X 10/30/02 PMA CAPITAL CORP PA X X 10/30/02 PNM RESOURCES NM X 09/30/02 PROLONG INTERNATIONAL CORP NV X X 10/17/02 PSS WORLD MEDICAL INC FL X 10/28/02 PULASKI FINANCIAL CORP DE X X 10/29/02 PULASKI FINANCIAL CORP DE X X 10/30/02 QWEST COMMUNICATIONS INTERNATIONAL IN DE X X 10/30/02 REALTY INCOME CORP MD X X 10/28/02 RED BUTTE ENERGY INC NV X X 10/22/02 REHABCARE GROUP INC DE X 10/30/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 10/30/02 S1 CORP /DE/ DE X X 10/29/02 SCREAMING MEDIA COM INC DE X X 10/29/02 SEITEL INC DE X X 10/15/02 SIMMONS CO /GA/ DE X X 10/21/02 SOTHEBYS HOLDINGS INC MI X 10/30/02 SOUTHERN STATES POWER CO INC CA X 10/25/02 SOUTHERN UNION CO DE X 10/16/02 SOUTHWEST GAS CORP CA X 10/30/02 SOUTHWESTERN ENERGY CO AR X X 10/28/02 SPECIALTY LABORATORIES X 10/30/02 SPECTRIAN CORP /CA/ CA X X 10/29/02 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 SUSSEX BANCORP NJ X X 10/17/02 SYMMETRICOM INC DE X X 10/29/02 TIGER TELEMATICS INC DE X 10/16/02 TOYOTA MOTOR CREDIT CORP CA X X 09/30/02 TRANS WORLD ENTERTAINMENT CORP NY X X 10/28/02 TTI HOLDINGS OF AMERICA CORP DE X X 10/17/02 UNIFY CORP DE X X 10/25/02 UNITED AUTO GROUP INC DE X X 10/30/02 UNITED AUTO GROUP INC 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