SEC NEWS DIGEST Issue 2002-227 November 25, 2002 COMMISSION ANNOUNCEMENTS COMMISSION MEETING CHANGE IN THE MEETING: ADDITIONAL ITEM The following item has been added to the Closed Meeting scheduled for Monday, November 25, 2002 at 2:30 p.m.: formal order of investigation. FEE RATE ADVISORY #7 FOR FISCAL YEAR 2003 The continuing resolution funding the Securities and Exchange Commission for fiscal 2003 since Oct. 1, 2002 has been extended through Jan. 11, 2003. Therefore, the Section 6(b) fee rate applicable to the registration of securities, the Section 13(e) fee rate applicable to the repurchase of securities, and the Section 14(g) fee rates applicable to proxy solicitations and information statements in corporate control transactions will remain at the current rate of $92.00 per million. The Section 6(b) rate is also the rate used to calculate the fees payable with the Annual Notice of Securities Sold Pursuant to Rule 24f-2 under the Investment Company Act of 1940. Five days after enactment of the Commission's regular appropriation, the fee rates for Section 6(b) of the Securities Act of 1933 and Sections 13(e) and 14(g) of the Securities Exchange Act of 1934 will be reduced from $92.00 per million to $80.90 per million as previously announced. In addition, the Section 31 fee rate applicable to securities transactions on the exchanges and NASDAQ also will remain at the current rate of $30.10 per million. Thirty days after enactment of the Commission's regular appropriation, the fee rate for Exchange Act Section 31 transactions will be reduced to $25.20 per million as previously announced. The delayed effective dates for the fee rate reductions are statutory requirements over which the Commission has no discretion. The Commission will issue further notices as appropriate to keep the public informed of developments relating to enactment of the Commission's regular appropriation and the effective dates for the above fee rate changes. These notices will be posted at the SEC's Internet web site at http://www.sec.gov. (Press Rel. 2002-168) SEC BRINGS FIRST REGULATION FD ENFORCEMENT ACTIONS Today the Securities and Exchange Commission instituted three settled enforcement actions and issued one Report of Investigation relating to Regulation FD. The actions, and the accompanying releases, are: In the Matter of Raytheon Company and Franklyn A. Caine, Release No. 34-46897; In the Matter of Secure Computing Corporation and John McNulty, Release No. 34-46895; In the Matter of Siebel Systems, Inc., Release No. 34- 46896, Litigation Release No. 17860; and Report of Investigation in the Matter of Motorola, Inc., Release No. 34-46898. These are the first Regulation FD enforcement actions taken by the Commission. Contacts: Raytheon Wayne M. Carlin, Regional Director Northeast Regional Office 646-428-1510 Mark Schonfeld, Associate Regional Director 646-428-1650 Secure Computing Helane L. Morrison, District Administrator San Francisco District Office 415-705-2450 Robert L. Mitchell, Assistant District Administrator 415-705-2351 Siebel Systems Antonia Chion, Associate Director Division of Enforcement 202-942-4567 Scott W. Friestad, Assistant Director 202-942-4732 Motorola Wayne M. Carlin, Regional Director Northeast Regional Office 646-428-1510 Barry Rashkover, Associate Regional Director 646-428-1856 (Press Rel. 2002-169) ORDER OF SUSPENSION OF TRADING The Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of trading of the securities of Global Vision Holdings, Inc., stock symbol GVHI, of La Jolla, California at 9:30 a.m. EST on Monday, November 25, 2002, and terminating at 11:59 p.m. EST on Monday, December 9, 2002. The Commission temporarily suspended trading in the securities of Global Vision because of questions that have been raised about the accuracy and adequacy of publicly disseminated information concerning the business background of an officer of Global Vision, the business prospects of Global Vision, and the market for the securities of Global Vision. The Commission cautions broker-dealers, shareholders, and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by the company. Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not he has complied with the rule, he should not enter any quotation but immediately contact the staff of the Securities and Exchange Commission in Washington, D.C. If any broker or dealer is uncertain as to what is required by Rule 15c2- 11, he should refrain from entering quotations relating to Global Vision's securities until such time as he has familiarized himself with the rule and is certain that all of its provisions have been met. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action. If any broker-dealer or other person has any information that may relate to this matter, they should immediately communicate it to Dorothy Heyl of the Northeast Regional Office of the Securities and Exchange Commission at (646) 428-1758. (Rel. 34-46894) ENFORCEMENT PROCEEDINGS SEC CHARGES SAN JOSE INTERNET SOFTWARE FIRM AND ITS CEO WITH FAIR DISCLOSURE VIOLATION On November 25, the Commission instituted, and simultaneously settled, cease-and-desist proceedings against San Jose, California, software company Secure Computing Corporation and its Chief Executive Officer John McNulty. The Commission's Order found that Secure and McNulty violated Regulation FD (Fair Disclosure), a rule promulgated by the Commission in 2000 to prevent companies from leaking nonpublic information to selected investors and securities professionals. Secure and McNulty consented to issuance of the Order without admitting or denying its findings. According to the Commission, Secure entered into an agreement in early 2002 with one of the nation's largest computer networking companies, under which the networking company would bundle Secure's software with its products. Although Secure posted technical information about the bundled products on its website for use by certain test customers, no public announcement of the agreement was issued. The Commissions' Order finds that, on March 6, 2002, McNulty conducted a conference call with an institutional investor and a salesman from a brokerage firm that follows Secure. During the call, McNulty disclosed the existence of the bundling agreement. McNulty confirmed the deal in a follow-up e-mail sent to the brokerage firm, noting that there would be no press release until some customer testimonials could be gathered. McNulty also provided the Internet address of the web page on which the technical information had been posted. According to the Order, Secure's management realized nonpublic information had been disclosed and, on March 7, determined it would have to issue a press release announcing the contract. Nonetheless, the Order finds, McNulty conducted an additional conference call with an institutional investor the morning of March 7, during which he confirmed the existence of the contract. The company issued the press release following the close of the market on March 7. On March 6 and 7, prior to the issuance of the press release, Secure's stock price rose 15% on unusually large trading volume. The Order finds that investors not privy to the information selectively disclosed by McNulty were denied information that may have affected their investment decisions. The Order finds that Secure violated, and McNulty caused the violation of, Section 13(a) of the Securities Exchange Act of 1934 and Regulation FD. Without admitting or denying the findings, Secure and McNulty consented to the issuance of an Order that they cease and desist from future violations of Section 13(a) and Regulation FD. (Rel. 34- 46895; File No. 3-10948) SEC FILES SETTLED CEASE-AND-DESIST ORDER AGAINST SIEBEL SYSTEMS, INC. FINDING THAT IT VIOLATED REGULATION FD; SIEBEL SYSTEMS, INC. ALSO AGREES TO PAY A $250,000 CIVIL PENALTY On November 25, the Commission filed a civil action against Siebel Systems, Inc. in the U.S. District Court for the District of Columbia. The company consented, without admitting or denying the Commission's allegations, to pay a $250,000 civil penalty. The Commission also filed a settled cease-and-desist order against the company. The Commission's Order finds that the company violated Section 13(a) of the Exchange Act and Regulation FD and orders the company to cease and desist from committing or causing violations of these provisions. Regulation FD prohibits issuers from selectively disclosing material, nonpublic information to certain persons - securities analysts, broker- dealers, investment advisers and institutional investors - before disclosing the same information to the public. The Commission's Order finds that on November 5, 2001, the company's Chief Executive Officer disclosed material nonpublic information to the attendees of an invitation-only technology conference in California. At the conference, the company's CEO made positive comments about the company's business that were based on material nonpublic information and that contrasted with negative statements that he had made about the company's business in a public conference call three weeks earlier. The public did not have access to the technology conference and was unable to benefit from the information that was disclosed at the conference. Immediately following the disclosures, certain attendees at the conference purchased the company's stock or communicated the disclosures to others who purchased the stock. On the day of the conference, the company's stock price closed approximately 20% higher than the prior day's close and the trading volume was more than twice the average daily volume. The Order finds that the company's CEO was aware that his comments at the conference were based on material nonpublic information. The Order further finds that the company's Director of Investor Relations knew that the technology conference would not be simultaneously broadcast to the public, but did not advise the company's CEO of this fact. As a result, the company intentionally disclosed material nonpublic information and violated Section 13(a) of the Exchange Act and Regulation FD. The company consented, without admitting or denying the findings in the Commission's Order, to cease and desist from committing or causing violations of these provisions. The allegations in the Commission's civil action are substantially the same as set forth in the Commission's Order. [In the Matter of Siebel Systems, Inc.; SEC v. Siebel Systems, Inc., Civil Action No. 1:02CV02330, JDB, D.D.C., November 25, 2002 ] (Rels. 34-46896; LR-17860; File No. 3-10949) IN THE MATTER OF RAYTHEON COMPANY AND FRANKLYN CAINE On November 25, the Commission issued a Cease-And-Desist Order against Raytheon Company and its Chief Financial Officer, Franklyn A. Caine. Raytheon and Caine consented to the Order without admitting or denying the findings contained therein. In the Order the Commission finds that Raytheon, through Caine, violated Regulation FD by selectively disclosing quarterly earnings guidance, the prototypical disclosure Regulation FD aimed to prohibit, to sellside equity analysts. Caine's disclosures concerned Raytheon's quarterly distribution of earnings per share (EPS) for 2001 overall, and for the first quarter in particular. Specifically, the Commission finds that Caine communicated that analysts' first quarter EPS estimates were too high. More specifically, the Commission finds the following: After a February 7, 2001, investor conference call, Caine directed his staff to contact each sell-side analyst whose estimates are included in Thomson Corporation's First Call Service (First Call) and request copies of the analysts' quarterly Raytheon models. Caine then arranged and conducted a one-on-one call with each analyst. At the time of the calls, Caine knew that Raytheon had provided no public quarterly earnings guidance for 2001, that the analysts' first quarter 2001 EPS estimates generally exceeded Raytheon's internal estimate, and that the analysts' 2001 quarterly earnings estimates reflected a less seasonal quarterly distribution than 2000 results. During the one-on-one conversations, Caine delivered substantially the same earnings information to each analyst: that in 2001 Raytheon's earnings would have the same seasonal distribution as in 2000, i.e., that Raytheon would generate one- third of its EPS in the first half of the year and the remaining two-thirds in the second half of the year. Caine also told certain analysts that their estimates for first quarter earnings or revenue for particular divisions were "too high," "aggressive," or "very aggressive." In one instance where an analyst was out of town, Caine made the selective disclosure to the analyst's assistant. According to the Order, after a week had passed and the firm still had not changed its first quarter 2001 EPS estimate, Caine sent the analyst an e-mail that repeated the earnings guidance: "When we spoke about your model, I think we said that you should expect our earnings profile to be about the same as it was in 2000 - that is, we generated about one third of our EPS in the first half of the year." Then, according to the Order, Caine emphasized the ultimate point, writing, "I notice that you're WAY above that" (emphasis in original). After receiving Caine's selective disclosure, analysts revised their estimates to conform to Caine's guidance. The revised estimates caused the Street's consensus estimate of 2001 first quarter EPS to fall to one penny below Raytheon's internal estimate. Based on the above, the Commission finds that Raytheon and Caine, respectively, violated and caused violations of Section 13(a) of the Securities Exchange Act of 1934 and Regulation FD. The Order requires Raytheon to cease and desist, pursuant to Section 21C of the Exchange Act, from committing or causing any violations and any future violations of Section 13(a) of the Exchange Act or Regulation FD; and orders Caine to cease and desist, pursuant to Section 21C of the Exchange Act, from causing any violations and any future violations of Section 13(a) of the Exchange Act or Regulation FD. (Rel. 34-46897; File No. 3-10950) SEC ISSUES A REPORT OF INVESTIGATION CONCERNING A SERIES OF SELECTIVE DISCLOSURES OF MATERIAL NONPUBLIC INFORMATION BY MOTOROLA, INC. On November 25, the Commission issued a Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934 detailing the staff's findings that Motorola, Inc. communicated material nonpublic information to selected analysts in a manner inconsistent with the disclosure mandate of Regulation FD. In particular, the Report details the following: Between March 6 and March 12, 2001, Motorola's Director of Investor Relations selectively disclosed material nonpublic information about the company's quarterly sales and orders during private telephone calls with sell-side analysts. Specifically, the IR Director told analysts that first quarter sales and orders were down by at least 25 percent. Previously, in a February 23, 2001 press release and a public conference call, Motorola had said only that sales and orders were experiencing "significant weakness" and that Motorola was likely to miss its earnings estimates for the quarter. Motorola decided to telephone the analysts and tell them that "significant," as used on February 23, actually meant a "25 percent or more" decline, because the IR Director had seen the analysts' models and research notes and concluded that the analysts had not understood from the February 23 conference call just how disappointing the results were for the quarter. Motorola specifically decided not to issue a new press release or otherwise make a timely public disclosure of the additional information. During the period of the IR Director's telephone calls, there were significant increases in the trading volume of Motorola stock at most of the firms where analysts were contacted, and the per share price of Motorola stock fell more than 15 percent. Prior to making the phone calls to analysts, the IR Director sought and obtained the advice of Motorola's in-house legal counsel responsible for SEC reporting and disclosure issues. Counsel specifically advised the IR Director that he could contact selected analysts, reiterate the information that had been disclosed on February 23, and provide quantitative definitions for certain qualitative terms that had been used in the February 23 announcements. Counsel based that legal advice on the conclusion that providing a quantitative definition for the term "significant" was not material. Counsel also concluded that Motorola's particular definition of the word "significant" was public for Regulation FD purposes. Counsel's factual assumptions and reasoning were demonstrably incorrect: the additional information privately communicated by the IR Director clearly was material and Motorola's supposed use of "significant" to convey a particular quantitative meaning was not understood by the public or even by securities professionals. By conveying material nonpublic information during private telephone conversations with analysts, Motorola engaged in precisely the type of conduct that Regulation FD is intended to prohibit. Nevertheless, it appears that the legal advice, however erroneous, was sought and given in good faith. Accordingly, in the context of this case concerning Regulation FD issues, the Commission has issued a Report of Investigation rather than commencing a formal enforcement action against Motorola. (Rel. 34-46898) SEC SETTLES FRAUD CHARGES AGAINST ICN PHARMACEUTICALS AND MILAN PANIC The Commission announced today that it has settled its civil injunctive action against ICN Pharmaceuticals, Inc., (ICN) a manufacturer and distributor of pharmaceutical products; Milan Panic, ICN's former chief executive officer; Nils O. Johannesson, a former Executive Vice President of Research and Development at ICN; and David C. Watt, ICN's former General Counsel. ICN and Panic each consented to the entry of a Final Judgment and Order permanently enjoining them from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder; requiring ICN and Panic to comply with corporate governance and disclosure related undertakings for a period of five years; and ordering ICN to pay $1 million and Panic to pay $500,000 in civil penalties. The Commission is dismissing the claims pending against Johannesson and Watt in the injunctive action. The Commission filed its civil complaint in this matter on August 11, 1999. The complaint alleged that between December 5, 1994, and February 17, 1995, the defendants made misleading public statements concerned the status of a new drug application that ICN had submitted to the U.S. Food and Drug Administration seeking approval of its drug ribavirin for use in the treatment of chronic hepatitis C. ICN did not make disclosure concerning the FDA's rejection of the application until February 17, 1995. Following the February 17 press release, the price of ICN's stock dropped approximately 34% or $7.25 per share from $22.63 to $15.38, over two days of trading. In December 2001, ICN pleaded guilty to a single count of criminal securities fraud in connection with certain of the events alleged in the Commission's civil complaint. In connection with that matter, ICN paid $5.6 million in criminal fines. On November 25, the Commission simultaneously instituted and settled two cease-and-desist proceedings against Johannesson and Watt, respectively. Johannesson and Watt each consented to the entry of an Order, pursuant to Section 21C of the Exchange Act, finding that he was a cause of ICN's misleading disclosure in its December 5,1994, press release and ordering that he cease and desist from committing or causing any violation or any future violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. See LR-16383 (December 9, 1999) and LR-16249 (August 11, 1999). [In the Matter of David C. Watt; In the Matter of Nils O. Johannesson; SEC v. ICN Pharmaceuticals, Inc., Milan Panic, Nils O. Johannesson and David C. Watt, Civil Action No. 99-1016DOC, Anx, C.D. Cal.] (Rels. 34-46899; File No. 3-10951; 34-46900; File No. 3-10952; LR- 17861) SECURITIES AND EXCHANGE COMMISSION FILES COMPLAINT ALLEGING THAT THOMAS FLETCHER & CO. INC. CONDUCTED A FRAUDULENT UNREGISTERED OFFERING THAT RAISED OVER $2.5 MILLION FROM INVESTORS On November 22, the Commission filed an emergency injunctive action in the United States Court for the Southern District of New York alleging that Thomas Fletcher & Co. Inc. (Thomas Fletcher) conducted a fraudulent unregistered offering that raised over $2.5 million from at least 32 investors. Sergei Voronchenko, the President and Director of Thomas Fletcher and Roman Thaker, the Secretary and Treasurer of Thomas Fletcher, were responsible for a false and misleading private offering memorandum. In addition, the complaint alleges that, an affiliated broker dealer, Thomas Fletcher & Company Inc. (TFC), and its registered representatives, Alex Berg, John Donadio, and Padraig McGlynn, made oral misrepresentations to investors to induce them to purchase Thomas Fletcher securities. The Commission's complaint names the following defendants: Thomas Fletcher is a New York corporation, which has its principal place of business in New York, New York. Thomas Fletcher is purportedly in the business of providing management services for TFC. Thomas Fletcher also owns 33% of Algosoft, which is engaged in the development of software for the brokerage industry. TFC, a Delaware corporation, is a registered broker-dealer located in New York City. Sergei Voronchenko, age 28, is the President and Director of Thomas Fletcher. Voronchenko is a resident of Fort Lee, New Jersey. Roman Thaker, age 29, is the Secretary, Treasurer and Director of Thomas Fletcher. Thaker is also the CEO of TFC. He also acted as the incorporator of Thomas Fletcher. Thaker is a resident of New York, New York. Alex Berg, age 20, is a resident of Brooklyn, New York. Berg is a registered representative of TFC. John Donadio, age 20, is a resident of Staten Island, New York, and is a registered representative of TFC. Padraig_McGlynn, age 26, is a resident of Maspeth, New York, and is a registered representative TFC. Specifically, the complaint alleges the following. From approximately March 2002 through the present, Voronchenko and Thaker effectuated a fraudulent unregistered offering of Thomas Fletcher securities through which Thomas Fletcher raised approximately $2.5 million from at least 32 investors. To facilitate this Offering, Voronchenko and Thaker retained Berg, Donadio, and McGlynn and other salespersons to offer and sell Thomas Flectcher securities to investors. In connection with the Offering, Thomas Fletcher distributed a private offering memorandum, prepared by Voronchenko, Thaker, and company counsel, to investors in order to induce them to purchase preferred shares. The offering memorandum failed to note that Thomas Fletcher's certificate of incorporation did not permit it to issue such preferred shares. Additionally, one of the primary purposes of the offering was to enable Thomas Fletcher to make a subordinated loan to TFC so that TFC would be able to increase its operating and net capital and expand its operations. Contrary to the express representations contained in the offering memorandum, however, Thomas Fletcher has made no subordinated loan to TFC. In connection with their efforts to solicit investors, Berg, Donadio, and McGlynn also concocted a variety of purported facts to persuade investors to purchase Thomas Fletcher securities. Among other things, Berg, Donadio, and McGlynn told investors that Thomas Fletcher was planning an initial public offering which was imminent (i.e., within two to three months), and investors could sell their stock the first day Thomas Fletcher stock was publicly traded at a specific price (i.e., $20- 25 per share), which was a significant premium over the $10.00 per share that investors were paying to purchase the stock in the offering. These representations were false. In fact, Thomas Fletcher had not taken any steps to conduct an IPO. Additionally, Berg, Donadio, and McGlynn told investors that Thomas Fletcher securities were a risk-free investment and that in the worst case scenario investors would have their funds returned to them with 10% interest. The Commission alleges that through this conduct, Thomas Fletcher, TFC, Voronchenko, Thaker, Berg, Donadio, and McGlynn violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934. In addition to expedited relief, including a temporary restraining order, asset freeze, and accounting, the Commission is seeking permanent injunctions, disgorgement and prejudgment interest, and civil penalties against all of the defendants. [SEC v. Thomas Fletcher & Co. Inc. et al., C.A. No. 02 CV 9355, S.D.N.Y.] (LR-17857) COMMISSION SETTLES FRAUD CHARGES AGAINST MILES HARBUR IN CONNECTION WITH $22 MILLION TRADING SCHEME The Commission announced today that, on November 18, 2002, a Massachusetts federal court entered final judgment against Miles M. Harbur of Jupiter, Florida in connection with a $22 million fraudulent trading scheme. In its complaint, filed on April 16, 2001, the Commission alleged that between 1997 and 2000, Harbur and others participated in a fraudulent trading scheme that raised approximately $22 million from at least SO investors, many of whom were members of the Christian Science Church. According to the complaint, Harbur helped promote the trading scheme under the names Swiss Asset Management and Resource F, and solicited investors using misrepresentations typical of "Prime Bank"-type investment frauds, including that the investment involved high-quality debt instruments of very large international banks, that the investors' principal was never at risk and could be returned after one year, and that investors would receive profits of approximately 4-5% every month (or 48-60% annually). Without admitting or denying the allegations in the Commission's complaint, Harbur consented to the judgment entered by the U.S. District Court for the District of Massachusetts (Saris, J.), which permanently enjoins him from violating the anti-fraud and securities and broker-dealer registration provisions of the federal securities laws. Harbur was also held liable for disgorgement of $1.1 million, plus prejudgment interest thereon, but payment was waived based on Harbur's financial condition. The remaining defendants in the case are Charles G. Dyer, Resource F, LLC, and Bunker Hill Aviation, LLC. For further information, see LR- 16963 (April 16, 2001), LR-16969 (April 18, 2001) and LR-17713 (Sept. 5, 2002). [SEC v. Eric E. Resteiner, et al., United States District Court for the District of Massachusetts, C.A. No. 01-10637, PBS] (LR-17858) SEC CHARGES FORMER COMPANY TREASURY MANAGER WITH PARTICIPATING IN PEREGRINE SYSTEMS FINANCIAL FRAUD On November 22, in connection with its investigation into a financial fraud at Peregrine Systems, Inc., a San Diego based software company, the Commission filed civil fraud charges against Peregrine's former Senior Treasury Manager, Ilse Cappel. The Commission's complaint alleges that, in conjunction with Peregrine's Chief Financial Officer and others, Cappel, a certified public accountant, fraudulently concealed accounts receivable problems that resulted from the company's improper recording of revenue. The complaint further alleges that while Cappel possessed material nonpublic information about the fraudulent activities and the company's true financial condition, she illegally sold more than 15,000 shares of Peregrine stock. According to the complaint, beginning no later than 1999, Peregrine management engaged in a myriad of deceptive sales and accounting practices to create the illusion of growth, including secretly adding material sales contingencies to what appeared on their face to be binding contracts. As a result, the company accumulated on its balance sheet millions of dollars of aging receivables that Peregrine management knew the company would never collect. Important indicators of Peregrine's financial health were deteriorating, including days sales outstanding (DSO), an analytical tool used by financial analysts and investors to track the age of a company's aggregate accounts receivable and to assess their quality and, ultimately, the quality of the company's revenue. In one portion of the wide-ranging fraud, Cappel engaged with other persons, including Peregrine's Chief Financial Officer, in a scheme to conceal Peregrine's difficulties in collecting its accounts receivable. The scheme included, among other things, creating a false $19.58 million invoice and selling it to a bank. By selling false receivables to banks, Peregrine materially overstated its cash flow and understated its accounts receivable. The Commission's complaint seeks to permanently enjoin Cappel from violating certain antifraud provisions of the federal securities laws, Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5, and from violating, or aiding and abetting violations of certain reporting, books and records, and internal controls provisions, Exchange Act Sections l3(a), 13(b)(5), 13(b)(2)(A) and 13(b)(2)(B), and Exchange Act Rules 12b- 20, 13a-1, 13a-13, and 13b2-1. The complaint also seeks disgorgement of ill-gotten gains, prejudgment interest, and civil money penalties. The Commission thanks the U.S. Attorney's Office for the Southern District of California and the Federal Bureau of Investigation for their cooperation in this matter. [SEC v. Ilse Cappel, 02 CV 2310 JM (LSP), S.D. Cal.] (LR-17859; AAER-1673) ISLE OF MAN HIGH COURT AUTHORIZES SEC TO PARTICIPATE IN PENDING ASSET FREEZE PROCEEDINGS On November 22, an Isle of Man appellate tribunal entered a judgment holding that the Commission is entitled to participate directly in proceedings commenced by the Isle of Man Attorney General in October 2001 at the request of the Attorney General of the United States. In those proceedings, the High Court of the Isle of Man has issued restraint orders freezing approximately $175 million deposited in two Isle of Man banks. These funds are alleged to constitute proceeds of fraudulent insider trading in the stock of AremisSoft Corporation. The Commission, the United States Attorney for the Southern District of New York and the Attorney General for the Isle of Man are pursuing the repatriation of the frozen funds to the United States to be used to compensate defrauded AremisSoft investors. The Commission also has obtained a U.S. asset freeze in a preliminary injunction entered on October 19, 2001, by the U.S. District Court for the Southern District of New York. In its complaint in the U.S. enforcement action, the Commission alleged, among other things, that AremisSoft and two of its former officers, Roys Poyiadjis and Lycourgos Kyprianou, overstated the company's revenues in its annual report for 2000 and inflated the value of acquisitions made in 1999 and 2000 and that the two former officers engaged in massive insider trading during the period of the reporting fraud. The SEC's civil enforcement action remains pending against Poyiadjis, Kyprianou and two relief defendants that nominally hold the funds in the Isle of Man bank accounts, Olympus Capital Investment, Inc. and Oracle Capital, Inc. Poyiadjis, Kyprianou and the relief defendants have not answered the Commission's complaint. The U.S. Attorney for the Southern District of New York obtained an indictment of Poyiadjis on December 19, 2001. Poyiadjis has fled to the Republic of Cyprus where he remains to date. On March 22, 2002, the U.S. Attorney's Office filed a civil complaint in rem in the U.S. District Court for the Southern District of New York seeking civil forfeiture of the funds in the Isle of Man banks, and on June 3, 2002, the court entered a default judgment ordering forfeiture of the funds to the United States. On June 24, 2002, a superseding indictment was returned against Poyiadjis, Kyprianou, who resides in Cyprus, and another AremisSoft officer, M.C. Mathews, who resides in India, on counts of conspiracy to commit securities fraud, mail fraud, and wire fraud, substantive counts of securities fraud (both on the market and insider trading), conspiracy to commit money laundering, and substantive counts of money laundering. On July 16, 2002, the Isle of Man Attorney General filed a petition in the High Court seeking to register the civil in rem forfeiture judgment as an external confiscation order under the applicable Isle of Man statute. The Commission has supported and assisted the U.S. Attorney's Office and the Isle of Man Attorney General in the pending Isle of Man restraint order litigation, but it was not previously able to participate directly in those proceedings. On June 4, 2002, the Commission filed a petition seeking an order of the Isle of Man High Court permitting the Commission to participate directly in the restraint order proceedings. In particular, the Commission argued that under the applicable Isle of Man law, it was a "person affected" by the proceedings and as such it should be made a noticed party. Although the petition initially was denied in a judgment dated July 16, 2002, the Commission successfully appealed that ruling. The appellate judgment found "that the SEC is a person affected by the restraint order" and concluded that "the overall circumstances in this case justify our exercising discretion in favour of the SEC becoming a Noticed Party." See also LR-17172 (October 4, 2001), LR-17641 (July 31, 2002) and Rel. 34-46285 (July 31, 2002). The Commission would like to acknowledge the U.S. Attorney for the Southern District of New York, the Federal Bureau of Investigation, the Office of the Attorney General for the Isle of Man, and the Isle of Man Constabulary Financial Crime Unit for the assistance they have provided in this matter. [SEC v. Roys Poyiadjis, Lycourgos Kyprianou and Aremissoft Corp., et al., Civil Action No. 01-CV-8903, CSH, S.D.N.Y.] (LR-17862) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the Philadelphia Stock Exchange to change the Exchange's calculation of transaction charges from a value- based system to a share-based system (SR-Phlx-2002-64) 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 November 25. (Rel. 34-46874) ACCELERATED APPROVAL OF PROPOSED RULE CHANGES The Pacific Exchange filed a proposed rule change (SR-PCX-2002-71) under Section 19(b)(2) of the Securities Exchange Act of 1934 to require industry parties in arbitration to waive application of contested California Arbitrator Disclosure Standards upon the request of customers and associated persons with claims of statutory employment discrimination for a six-month pilot period. Publication of the proposal is expected in the Federal Register during the week of November 25. (Rel. 34-4688) The Commission granted accelerated approval to a proposed rule change (SR-Amex-2002-76) submitted by the American Stock Exchange relating to the listing and trading of Notes based on the Select Fifty Index. Publication of the notice is expected in the Federal Register during the week of November 25. (Rel. 34-46882) The Commission granted accelerated approval to a proposed rule change (SR-Amex-2002-88) submitted by the American Stock Exchange under Rule 19b-4 of the Securities Exchange Act of 1934 relating to the Listing and Trading of Notes Linked to the Performance of the Dow Jones Industrial Average. Publication of the proposal is expected in the Federal Register during the week of November. (Rel. 34-46883) DELISTINGS An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of Philips International Realty Corp., effective at the opening of business on November 22. (Rel. 34-46876) 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 November 22. (Rel. 34-46878) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration Common Units Representing Limited Partner Interests of EOTT Energy Partners, L.P., effective at the opening of business on November 22. (Rel. 34-46879) WITHDRAWAL An order has been issued granting the application of Citizens, Inc., to withdraw its Class A Common Stock, no par value from listing and registration on the American Stock Exchange, effective at the opening of business on November 22. (Rel. 34-46877) 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: . F-3 TELSTRA CORP LTD, 242 EXHIBITION ST LEVEL 242, MELBOURNE, VICTORIA AUSTRALIA, C3, 3183, 6139631111 - 500,000,000 ($500,000,000.00) Unallocated (Universal) Shelf, (File 333-101382 - Nov. 22) (BR. 37) S-8 MEDIA & ENTERTAINMENT COM INC, 500 N RAINBOW BLVD #300, LAS VEGAS, NV, 89107, 7022211935 - 175,000 ($96,250.00) Equity, (File 333-101385 - Nov. 22) (BR. 09) S-3 TREX CO INC, 20 CAMERON ST, WINCHESTER, VA, 22801, 5406784070 - 0 ($10,252,515.42) Equity, (File 333-101386 - Nov. 22) (BR. 06) S-8 CONSTAR INTERNATIONAL INC, ONE CROWN WAY, PHILADELPHIA, PA, 19154-4, 215 698 5100 - 0 ($9,892,571.00) Equity, (File 333-101387 - Nov. 22) (BR. 06) S-8 CONSTAR INTERNATIONAL INC, ONE CROWN WAY, PHILADELPHIA, PA, 19154-4, 215 698 5100 - 0 ($2,186,900.00) Equity, (File 333-101388 - Nov. 22) (BR. 06) S-8 CONSTAR INTERNATIONAL INC, ONE CROWN WAY, PHILADELPHIA, PA, 19154-4, 215 698 5100 - 0 ($1,151,000.00) Equity, (File 333-101389 - Nov. 22) (BR. 06) S-8 MIDLAND CO, 7000 MIDLAND BLVD, N/A, AMELIA, OH, 45102-2607, 5139437100 - 2,300,000 ($40,664,000.00) Equity, (File 333-101390 - Nov. 22) (BR. 01) S-8 CONSTAR INTERNATIONAL INC, ONE CROWN WAY, PHILADELPHIA, PA, 19154-4, 215 698 5100 - 0 ($287,750.00) Equity, (File 333-101391 - Nov. 22) (BR. 06) S-8 PRO GLASS TECHNOLOGIES INC, 3927 EDMONTRIE NE BAY 8, CALGARY T2E 6T1, 2,412,500 ($868,500.00) Equity, (File 333-101392 - Nov. 22) (BR. 01) S-8 DOW JONES & CO INC, 200 LIBERTY ST, NEW YORK, NY, 10281, 2124162000 - 11,000,000 ($11,000,000.00) Equity, (File 333-101395 - Nov. 22) (BR. 05) SB-2 SUPREME HOSPITALITY, 41919 SKYWOOD DR, TEMECULA, CA, 92591, 9095063435 - 1,000,000 ($6,300,000.00) Equity, (File 333-101397 - Nov. 22) (BR. 09) S-3 NOVASTAR FINANCIAL INC, 1901 W 47TH PLACE, STE 105, WESTWOOD, KS, 66205, 9133621090 - 0 ($18,649,488.00) Equity, (File 333-101398 - Nov. 22) (BR. 08) S-4 MQ ASSOCIATES INC, 0 ($180,000,000.00) Other, (File 333-101399 - Nov. 22) (BR. ) S-3 PUBLIC SERVICE ENTERPRISE GROUP INC, CORPORATE ACCOUNTING SERVICES, 80 PARK PLAZA, 9TH FLOOR, NEWARK, NJ, 07102-4194, 973-430-7000 - 1,000,000,000 ($1,000,000,000.00) Unallocated (Universal) Shelf, (File 333-101400 - Nov. 22) (BR. 02) S-3 CYANOTECH CORP, 73-4460 QUEEN KAAHUMANU HWY, SUITE 102, KAILUA KONA, HI, 96740, 8083261353 - 0 ($1,363,269.00) Equity, (File 333-101401 - Nov. 22) (BR. 01) S-8 ACORN PRODUCTS INC, 390 W NATIONWIDE BLVD, COLUMBUS, OH, 43215-1930, 6142224400 - 150,000 ($525,000.00) Equity, (File 333-101402 - Nov. 22) (BR. 06) S-8 ACORN PRODUCTS INC, 390 W NATIONWIDE BLVD, COLUMBUS, OH, 43215-1930, 6142224400 - 250,000 ($875,000.00) Equity, (File 333-101403 - Nov. 22) (BR. 06) S-3 MEADE INSTRUMENTS CORP, 6001 OAK CANYON, IRVINE, CA, 92618, 9494511450 - 3,291,801 ($11,817,566.00) Equity, (File 333-101404 - Nov. 22) (BR. 36) S-8 RAVEN MOON ENTERTAINMENT INC, 120 INTERNATIONAL PARKWAY, SUITE 220, HEATHROW, FL, 32746, 14,000,000 ($140,000.00) Equity, (File 333-101405 - Nov. 22) (BR. 05) S-3 CORE BOND PRODUCTS LLC, 1,000,000 ($1,000,000.00) Asset-Backed Securities, (File 333-101406 - Nov. 22) (BR. 05) S-3 DOT HILL SYSTEMS CORP, 6305 EL CAMINO REAL, CARLSBAD, CA, 92009, 2129894455 - 0 ($3,383,908.71) Equity, (File 333-101407 - Nov. 22) (BR. 03) S-4 FIRST CAPITAL INC, 220 FEDERAL DRIVE N W, CORYDON, IN, 47112, 8127382198 - 0 ($2,038,963.00) Equity, (File 333-101408 - Nov. 22) (BR. 07) S-8 HARTCOURT COMPANIES INC, 9800 S SEPULVEDA BLVD, SUITE 818, LOS ANGELES, CA, 90045, 5624269796 - 5,000,000 ($350,000.00) Equity, (File 333-101409 - Nov. 22) (BR. 04) S-3 AMERICAN LAND LEASE INC, 3410 SOUTH GALENA ST SUITE 210, DENVER, CO, 80231, 3036149400 - 0 ($303,882.00) Equity, (File 333-101410 - Nov. 22) (BR. 08) S-3 RESPIRONICS INC, 1010 MURRY RIDGE LANE, MURRYSVILLE, PA, 15668-8525, 7243875200 - 0 ($2,087,595.90) Equity, (File 333-101411 - Nov. 22) (BR. 36) S-8 VALCOM INC /CA/, 26030 AVENUE HALL STUDIO 5, VALENCIA, CA, 91355, 6612578000 - 1,000,000 ($205,000.00) Equity, (File 333-101412 - Nov. 22) (BR. 37) S-3D EXCHANGE NATIONAL BANCSHARES INC, 132 EAST HIGH STREET, JEFFERSON CITY, MO, 65101, (573)761-6100 - 0 ($4,731,000.00) Equity, (File 333-101415 - Nov. 22) (BR. 07) S-3 COMMONWEALTH BIOTECHNOLOGIES INC, 601 BIOTECH DRIVE, RICHMOND, VA, 23235, 8007359224 - 0 ($540,723.00) Equity, (File 333-101416 - Nov. 22) (BR. 01) S-3 AVITAR INC /DE/, 65 DAN ROAD, SUITE 202, CANTON, MA, 02021, 7818212440 - 27,167,221 ($8,965,183.00) Equity, (File 333-101417 - Nov. 22) (BR. 01) S-8 DATAMEG CORP, 1000 ST ALBANS DRIVE, SUITE 210, RALEIGH, NC, 27609, 9193416000 - 8,000,000 ($160,000.00) Equity, (File 333-101418 - Nov. 22) (BR. 37) S-4 JEFFERSON SMURFIT CORP US, JEFFERSON SMURFIT CTR, 8182 MARYLAND AVE, ST LOUIS, MO, 63105, 3147461100 - 0 ($700,000,000.00) Non-Convertible Debt, (File 333-101419 - Nov. 22) (BR. 04) SB-2 ANTICUS INTERNATIONAL CORP, 750,000 ($75,000.00) Equity, (File 333-101420 - Nov. 22) (BR. ) S-8 BRIDGE STREET FINANCIAL INC, 44 EAST BRIDGE STREET, OWEGO, NY, 13126, 31543434100 - 0 ($1,917,630.00) Equity, (File 333-101421 - Nov. 22) (BR. 07) S-8 MARVEL ENTERPRISES INC, 387 PARK AVENUE SOUTH, NEW YORK, NY, 10016, 2126960808 - 6,050,000 ($52,030,000.00) Equity, (File 333-101422 - Nov. 22) (BR. 05) S-4 ATA HOLDINGS CORP, 7337 W WASHINGTON ST, INDIANAPOLIS, IN, 46231, 3172474000 - 0 ($259,892,000.00) Debt Convertible into Equity, (File 333-101423 - Nov. 22) (BR. 05) S-3 ALLSTATE LIFE INSURANCE CO, 3075 SANDERS RD, SUITE G4A, NORTHBROOK, IL, 60062, 8474025000 - 0 ($3,000,000,000.00) Other, (File 333-101424 - Nov. 22) (BR. 20) S-3 PUBLIC STORAGE INC /CA, 701 WESTERN AVE, STE 200, GLENDALE, CA, 91201-2349, (818) 244-8080 - 0 ($300,000,000.00) Equity, (File 333-101425 - Nov. 22) (BR. 08) S-3 MARVEL ENTERPRISES INC, 387 PARK AVENUE SOUTH, NEW YORK, NY, 10016, 2126960808 - 3,965,626 ($34,104,383.00) Equity, (File 333-101426 - Nov. 22) (BR. 05) S-3 INTERWAVE COMMUNICATIONS INTERNATIONAL LTD, C/O CODAN SERVICES LTD CLARENDON HOUSE, 2 CHURCH STREET PO BOX HM 1022, HAMILTON, BERMUDA, 00000, 4412955950 - 0 ($2,468,521.10) Equity, (File 333-101427 - Nov. 22) (BR. 37) S-8 TRINITY ENERGY RESOURCES INC, 16420 PARK TEN PLACE, HOUSTON, TX, 77084, 2815897675 - 0 ($102,000.00) Equity, (File 333-101429 - Nov. 22) (BR. 04) 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 AAMES FINANCIAL CORP/DE DE X 11/22/02 ACCREDITED HOME LENDERS INC DE X X 11/22/02 ACORN PRODUCTS INC DE X X 11/21/02 ADVANCE AUTO PARTS INC DE X X 11/22/02 ADVANCED SWITCHING COMMUNICATIONS INC DE X 11/22/02 AESP INC FL X X 11/21/02 ALCAN INC A6 X X 11/22/02 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE X X 11/20/02 ALLIANCE CAPITAL MANAGEMENT L P DE X X 11/20/02 ALLIANT ENERGY CORP WI X X 11/22/02 ALLIED WASTE INDUSTRIES INC DE X 11/21/02 AMERICAN AIRLINES INC DE X 11/22/02 AMERIGAS PARTNERS LP DE X X 11/21/02 AMR CORP DE X 11/22/02 ANGELICA CORP /NEW/ MO X X 11/14/02 ARBITRON INC DE X X 11/21/02 AT COMM CORP DE X X 11/13/02 AURORA FOODS INC /DE/ DE X X 11/22/02 BANC OF AMERICA COMMERCIAL MORT PASS DE X 11/01/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/01 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/01 BANK OF AMERICA MORT SEC INC MORT PAS DE X 06/25/01 BANK OF AMERICA MORT SEC INC MORT PAS DE X 07/25/01 BANK OF AMERICA MORT SEC INC MORT PAS DE X 08/25/01 BANK OF AMERICA MORT SEC INC MORT PAS DE X 09/25/01 BANK OF AMERICA MORT SEC INC MORT PAS DE X 10/25/01 BANK OF AMERICA MORT SEC INC MORT PAS DE X 11/25/01 BANK OF AMERICA MORT SEC INC MORT PAS DE X 12/25/01 BANK OF AMERICA MORT SEC INC MORT PAS DE X 01/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 02/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 03/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 04/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 06/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 07/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 08/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 09/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 10/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 04/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 05/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 05/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 06/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 07/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 08/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 09/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 10/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 11/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 12/25/01 BANK OF AMERICA MORT SEC MORT PASS TH DE X 01/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 02/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 03/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 04/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 05/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 06/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 07/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 08/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 09/25/02 BANK OF AMERICA MORT SEC MORT PASS TH DE X 10/25/02 BERKLEY W R CORP DE X X 11/01/02 BIOANALYTICAL SYSTEMS INC IN X X 11/21/02 BLUE RHINO CORP DE X X 11/21/02 BNP RESIDENTIAL PROPERTIES INC MD X X 05/31/02 AMEND BNP RESIDENTIAL PROPERTIES INC MD X X 09/18/02 AMEND BRIDGE VIEW BANCORP NJ X X 11/18/02 BUDGET GROUP INC DE X X X 11/22/02 BUTLER NATIONAL CORP DE X 11/22/02 CALIFORNIA COASTAL COMMUNITIES INC DE X 11/21/02 CAMPBELL SOUP CO NJ X 11/20/02 CATALINA LIGHTING INC FL X X 11/22/02 CENTEX HOME EQUITY LOAN TRUST 2002-A X X 11/25/02 CH ENERGY GROUP INC NY X 11/22/02 CHINA FUND INC MD X 10/01/02 CHROMALINE CORP X X 11/19/02 CIBER INC DE X 11/22/02 CITICORP MORTGAGE SECURITIES INC DE X X 11/22/02 CITICORP MORTGAGE SECURITIES INC DE X 11/22/02 CLEAN HARBORS INC MA X 09/10/02 AMEND CNA SURETY CORP DE X X 11/22/02 COLUMBIA BANCORP \OR\ OR X X 11/21/02 COMBINED PROFESSIONAL SERVICES INC NV X X 11/20/02 COMMONWEALTH BIOTECHNOLOGIES INC VA X 11/19/02 CONCEPTS DIRECT INC DE X 09/30/02 CONEXANT SYSTEMS INC DE X X 06/25/02 CONTOUR ENERGY CO DE X X 09/30/02 COOPER COMPANIES INC DE X 11/22/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 11/20/02 CWABS INC DE X X 11/15/02 CWABS INC DE X X 11/15/02 CWABS INC DE X X 11/19/02 CWABS INC DE X X 11/19/02 CWABS INC DE X X 11/19/02 CYTATION CORP DE X 11/22/02 DELTA NATURAL GAS CO INC KY X 11/22/02 DELTAGEN INC DE X X 11/22/02 DENBURY RESOURCES INC DE X 11/21/02 DENNYS CORP DE X 11/18/02 DEUTSCHE MORTGAGE SECURITIES INC X X 11/22/02 DREW INDUSTRIES INCORPORATED DE X X 11/21/02 DRIVETIME AUTOMOTIVE GROUP INC DE X 11/22/02 DYNTEK INC DE X 09/30/02 AMEND ENZON INC DE X X 11/22/02 EXCO RESOURCES INC TX X X 11/22/02 FIRST ALLIANCE CORP /DE/ DE X X 11/19/02 FIRST HORIZON ASSET SECURITIES INC DE X X 11/20/02 FIRST SIERRA RECEIVABLES III INC DE X X 11/01/02 FIRST UNION REAL ESTATE EQUITY & MORT OH X X 11/21/02 FLAG FINANCIAL CORP GA X X 11/12/02 FPIC INSURANCE GROUP INC FL X X 11/21/02 FTD INC DE X X 11/15/02 GAP INC DE X X 11/21/02 GATEWAY DISTRIBUTORS LTD NV X X 11/22/02 AMEND GE CAPITAL COMMERCIAL MORT CORP MORT DE X 11/01/02 GEORGIA POWER CO GA X X 11/15/02 GOODRICH CORP NY X X 11/20/02 GOVERNMENT TRUST 1 D IL X 11/15/02 GOVERNMENT TRUST 2 F IL X 11/15/02 GOVERNMENT TRUST 3 C IL X 11/15/02 GS MORTGAGE SECURITIES CORP MORT PAS DE X 06/28/02 AMEND HAGGAR CORP NV X X 11/22/02 HARDINGE INC NY X X 11/19/02 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 11/30/02 HARLEY DAVIDSON CUSTOMER FUNDING CORP NV X X 11/30/02 HEALTHSOUTH CORP DE X X 11/22/02 HILLENBRAND INDUSTRIES INC IN X X 11/21/02 HOLLYWOOD CASINO CORP DE X X 11/19/02 HOLLYWOOD CASINO SHREVEPORT LA X X 11/19/02 HONDA AUTO RECEIVABLES 2000-1 OWNER T DE X X 10/31/02 HONDA AUTO RECEIVABLES 2001-1 OWNER T DE X X 10/31/02 HONDA AUTO RECEIVABLES 2001-2 OWNER T DE X X 10/31/02 HONDA AUTO RECEIVABLES 2001-3 OWNER T CA X X 10/31/02 HONDA AUTO RECEIVABLES 2002-1 OWNER T CA X X 10/31/02 HONDA AUTO RECEIVABLES 2002-2 OWNER T CA X X 10/31/02 HONDA AUTO RECEIVABLES 2002-3 OWNER T CA X X 10/31/02 HOUSEHOLD AUTO RECEIVABLES CORP NV X X 11/21/02 IASIS HEALTHCARE CORP DE X X 11/22/01 INDIANA MICHIGAN POWER CO IN X 11/19/02 INDYMAC MBS INC X X 11/22/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 09/25/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 10/25/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 08/26/02 AMEND INERGY L P X X 11/20/02 INTERCARE COM DX INC X 11/22/02 IPVOICE COMMUNICATIONS INC NV X 11/20/02 ISLAND CRITICAL CARE CORP DE X 11/20/02 IWT TESORO CORP NV X 10/01/02 AMEND JLG INDUSTRIES INC PA X X 11/21/02 KERZNER INTERNATIONAL NORTH AMERICA I DE X 11/18/02 LANDMARK BANCORP INC DE X X 11/22/02 LEHMAN ABS CORP DE X 11/22/02 LEHMAN ABS CORP DE X 11/22/02 LEHMAN ABS CORP REPAC GE GLOB INS FLT DE X X 11/15/02 LENDINGTREE INC X X 11/22/02 LIBERATE TECHNOLOGIES DE X X 11/21/02 LIFE PARTNERS HOLDINGS INC TX X 11/20/02 LONG BEACH SECURITIES CORP ASSET BACK DE X 09/25/02 LONG BEACH SECURITIES CORP ASSET BACK DE X 10/25/02 LONG BEACH SECURITIES CORP ASSET BACK DE X 08/26/02 AMEND MACERICH CO MD X X 11/21/02 MAGNA ENTERTAINMENT CORP DE X X 11/13/02 MAGNA ENTERTAINMENT CORP DE X X 11/19/02 MAINSOURCE FINANCIAL GROUP IN X X 11/20/02 MARVELL TECHNOLOGY GROUP LTD D0 X X 11/21/02 MCKENZIE BAY INTERNATIONAL X 11/12/02 MEDICAL STAFFING NETWORK HOLDINGS INC DE X X 11/07/02 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 11/20/02 MONEY STORE COMMERCIAL MORTGAGE INC NJ X X 11/15/02 MONEY STORE INVESTMENT CORP NJ X X 11/15/02 MONEY STORE SBA ADJUSTABLE RATE CERTI NJ X X 11/15/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 11/25/02 MORTGAGE ASSET SEC TRANS INC MORT PAS DE X X 11/25/02 NANOGEN INC DE X X 11/21/02 NASH FINCH CO DE X X 11/21/02 NEWELL RUBBERMAID INC DE X X 11/22/02 NORTHROP GRUMMAN CORP /DE/ DE X X 11/21/02 O A K FINANCIAL CORP MI X 11/22/02 PALOMAR ENTERPRISES INC NV X 11/20/02 PARAGON POLARIS STRATAGIES COM INC NV X 11/20/02 PINNACLE ENTERTAINMENT INC DE X X 11/21/02 POOLED AUTO SECURITIES SHELF LLC DE X X 11/22/02 PORTLAND GENERAL ELECTRIC CO /OR/ OR X 11/14/02 PRIME RATE INCOME & DIVIDEND ENTERPRI CO X X X 11/12/02 PROVIDENT FINANCIAL HOLDINGS INC DE X X 11/22/02 PRUDENTIAL SECURITIES SEC FIN CORP MO DE X 11/01/02 PUBLIC SERVICE ENTERPRISE GROUP INC NJ X X 11/22/02 RAZORFISH INC DE X X 11/22/02 REFAC DE X 11/20/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 11/21/02 RESIDENTIAL ASSET FUNDING CORP NC X X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X 11/25/02 RFS HOTEL INVESTORS INC TN X 11/22/02 RUBIOS RESTAURANTS INC DE X X 11/20/02 SAFEGUARD SCIENTIFICS INC ET AL PA X X 11/21/02 SAXON ASSET SECURITIES CO VA X 11/08/02 SBA COMMUNICATIONS CORP FL X 11/22/02 SERENA SOFTWARE INC DE X 08/18/00 AMEND SHENANDOAH TELECOMMUNICATIONS CO/VA/ VA X 11/21/02 SHIRE PHARMACEUTICALS GROUP PLC X X 11/22/02 SLC STUDENT LOAN ASSET BACKED NOTES S DE X X 11/20/02 SLC STUDENT LOAN RECEIVABLES I INC DE X 10/31/02 SPECIAL METALS CORP DE X 11/21/02 SS&C TECHNOLOGIES INC DE X 11/15/02 STAGE STORES INC NV X X 11/21/02 STERLING BANCORP NY X 11/21/02 STRUCTURED ASSET SECURITIES CORP DE X X 11/20/02 STRUCTURED PRODUCTS CORP DE X X 11/21/02 SUNBEAM CORP/FL/ DE X X 11/22/02 SYNAPTIC PHARMACEUTICAL CORP DE X X 11/21/02 SYNQUEST INC X X X X 11/15/02 TEAMSTAFF INC NJ X 11/19/02 TECHNE CORP /MN/ MN X X 11/18/02 TELENETICS CORP CA X X 11/12/02 AMEND THQ INC DE X 09/09/02 TOKHEIM CORP IN X X 11/22/02 TOLL BROTHERS INC DE X X 11/22/02 TRIZEC PROPERTIES INC DE X X 11/22/02 TRSG CORP DE X X 11/22/02 AMEND TXU US HOLDINGS CO TX X X 09/30/02 UNIVERSAL EQUITY PARTNERS INC DE X X 11/21/02 VIDEO CITY INC DE X X X 11/06/02 VOLKSWAGEN DEALER FINANCE LLC DE X X 11/20/02 VOYAGER ENTERTAINMENT INTERNATIONAL I ND X 11/15/02 WASHINGTON GROUP INTERNATIONAL INC DE X 11/21/02 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X X 11/22/02 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X X 11/22/02 XO COMMUNICATIONS INC DE X X 11/15/02 YUM BRANDS INC NC X X 11/21/02 ZOOLINK CORP NV X X X X 11/21/02