SEC NEWS DIGEST Issue 2002-236 December 9, 2002 ENFORCEMENT PROCEEDINGS IN THE MATTER OF F.X.C. INVESTORS CORP. AND FRANCIS CURZIO An Administrative Law Judge has issued an initial decision in Administrative Proceeding No. 3-10625, F.X.C. Investors Corp. and Francis X. Curzio. The Order Instituting Proceedings alleged that F.X.C., aided and abetted by Curzio, willfully violated Sections 206(1), 206(2), and 206(4) of the Investment Advisers Act of 1940 (Advisers Act), and Advisers Act Rule 206(4)-(1)(a)(5) by distributing materially misleading advertisements. The initial decision finds the allegations to be true, orders F.X.C. to cease and desist from committing any violations or future violations of Sections 206(1), 206(2), and 206(4) of the Advisers Act and Advisers Act Rule 206(4)-(1)(a)(5), requires F.X.C. to engage an investment advisory consultant to review any advertising for a period of two years, and censures Curzio for aiding and abetting the violations. (Initial Decision No. 218; File No. 3-10625) IN THE MATTER OF NEOTERIC GROUP, INC. An Administrative Law Judge has issued an order entering default in the matter of Neoteric Group, Inc., formerly known as Voyager Group, Inc. The Amended Order Instituting Proceedings (OIP) alleged that the Respondent violated Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 12b-20, 13a-1, and 13a-13 thereunder. The order finds the allegations in the OIP to be true and revokes the registration of the common stock of the Respondent pursuant to Section 12(j) of the Exchange Act. (Rel. 34-46950; File No. 3- 10886) SEC SETTLES FRAUD CASE AGAINST FORMER CEO AND FORMER CONTROL PERSON OF LEAH INDUSTRIES, INC., AND IMPOSES PENNY STOCK BARS The Commission announced today that it has settled its civil injunctive action against Birte Boock, the former Chief Executive Officer of Leah Industries, Inc. (Leah), and Irwin Boock, Leah's former de facto control person. The Boocks are residents of Toronto, Ontario, Canada. The Boocks consented to the entry of final judgments permanently enjoining them from violating Section 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 thereunder. The final judgments also impose civil monetary penalties of $50,000 each, and order Irwin Boock to pay disgorgement of $379,619. The Commission filed its complaint on Sept. 28, 2000. In the complaint, the Commission alleged that during 1998 and 1999, Leah and the Boocks made material misrepresentations to investors concerning Leah's purported relationship with two Big Five accounting firms. Specifically, during an investor conference call on Aug. 20, 1998, Birte Boock misrepresented that Leah had retained Coopers & Lybrand (now PricewaterhouseCoopers) to serve as its auditor when, in fact, Coopers & Lybrand never agreed to serve as Leah's auditor. The complaint also alleged that Birte and Irwin Boock directed Leah to issue a press release on Dec. 10, 1998 representing that Leah had retained Deloitte & Touche as its auditor, and to issue another press release on Dec. 23, 1998 representing that Deloitte & Touche concurred with Leah's decision to report earnings for the nine-months ended September 30, 1998 of $28.5 million before special charges of $27 million. The complaint alleged that the Dec. 10 and 23, 1998 press releases were false because Leah never retained Deloitte & Touche to serve as its auditor, and Deloitte & Touche never concurred with Leah's financial reporting decisions. Finally, the complaint alleged that while Leah and the Boocks were making material misrepresentations, Irwin Boock sold a substantial amount of Leah stock. The Commission also announced that it previously obtained a default judgment against Leah, which permanently enjoined Leah from violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5, and ordered Leah to pay disgorgement of $41,526. On Dec. 6, the Commission simultaneously instituted and settled administrative proceedings against Birte and Irwin Boock. The Boocks consented to the entry of an Order, pursuant to Section 15(b)(6) of the Exchange Act, finding that they participated in a penny stock offering of Leah stock, and barring the Boocks from participating in any offering of a penny stock. [SEC v. Leah Industries, Inc., et al., Civil Action No. 00-B-1921 (PAC) (D. Colo.)] (LR-17877); In the Matter of Birte Boock and Irwin Boock, Rel. 34-46952; File No. 3-10960) JUDGMENTS OF PERMANENT INJUNCTION ENTERED AGAINST STUART SLONIN AND THE STRATEGIES GROUP INC. The Commission announced that on Nov. 9, 2002, the Honorable Paul Huck, United States District Judge for the Southern District of Florida, entered Judgments of Permanent Injunction and Other Relief (Judgments) against Stuart A. Slonin (Slonin) and The Strategies Group, Inc. (TSG). The Judgments against Slonin and TSG, entered by their consent, without admitting or denying the allegations of the Commission's complaint, enjoin Slonin and TSG from violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. In addition to enjoining Slonin and TSG, the Judgments also provide for the imposition of a civil money penalty, in amounts to be determined by the Court upon the Commission's motion. On July 9, 2002, the SEC filed its complaint alleging that from at least July 2000 through October 2001, Slonin and TSG offered "prime bank instruments" to attendees at insurance seminars that Slonin conducted. Slonin misrepresented that the investments were risk free and would provide returns of 15-50%. The complaint further alleged that the investments did not exist. See also, Litigation Release No. 17681 (Aug.15, 2002). [SEC v. Stuart A. Slonin, and The Strategies Group, Inc., Case No. 02-60932-CIV-HUCK/Turnoff (S.D. Fla.)] (LR-17878) JUDGMENTS OF PERMANENT INJUNCTION ENTERED AGAINST JEFFREY CHANDLER AND RANDALL JORDAN, TWO FORMER PRINCIPALS OF eCOMPRAR NETWORK, INC. The Commission announced that the Honorable K. Michael Moore, United States District Court Judge for the Southern District of Florida, entered Judgments of Permanent Injunction and Other Relief (Judgments) against Jeffrey D. Chandler (Chandler) on Nov. 7, 2002 and Randall Jordan (Jordan) on Sept. 26, 2002. The Judgments against Chandler and Jordan, entered by their consent, without admitting or denying the allegations of the Commission's complaint, enjoin them from violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. In addition to enjoining Chandler and Jordan, the Judgments also provide for disgorgement and the imposition of a civil money penalty, in amounts to be reached by the parties or determined by the Court upon the Commission's motion. On July 31, 2002, the SEC filed its complaint alleging that from February 2000 through July 2000, Chandler and Jordan, the former president and executive vice president, respectively, of eComprar Network, Inc. (eComprar), raised $5 million for eComprar in an unregistered offering. eComprar claimed that it was raising the money in a purported attempt to develop a television home shopping network operating in Latin America. The complaint alleged that as part of the offering, Chandler and Jordan made numerous misrepresentations and omission to investors concerning, among other things, eComprar's operations, expected financial results, use of proceeds, and Chandler's background and experience. The complaint also alleged that Chandler and Jordan misappropriated investors' proceeds, and spent a significant portion of the $5 million raised on automobiles, home furnishings, jewelry, travel, a boat, other entertainment, and to settle prior legal disputes that were unrelated to eComprar. [SEC v. Jeffrey D. Chandler and Randall Jordan, Case No. 02-14222-CIV-MOORE (S.D. Fla.)] (LR-17879) FORMER OFFICERS AND DIRECTORS OF REGAL COMMUNICATIONS CORP. SETTLE SEC FINANCIAL FRAUD CHARGES The Commission announced settlements with Regal Communications Corp.'s former officers and directors: Arthur L. Toll (CEO, chairman of the board of directors, and majority shareholder), Bruce B. Edmondson (CFO and board and audit committee member), Gerald Levinson (board and audit committee member), and Elliot S. Fisher (board and audit committee member, in-house legal counsel, and corporate secretary). The Commission filed a complaint against these individuals on May 4, 1998, alleging that they violated the federal securities laws by making materially false and misleading statements and omitting to state material information concerning Regal's financial condition and other facts in numerous periodic reports and registration statements that they signed and that Regal filed with the Commission. In addition, Regal used the false reports and registration statements in connection with a $35 million debenture offering and the acquisition of three companies. The action was stayed pending the conclusion of related criminal proceedings. Each Defendant agreed, without admitting or denying the allegations of the complaint, to the entry of a final judgment permanently enjoining them from violating Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Securities Exchange Act of 1934, and Rules 10b-5, 12b-20, 13a-1, 13a-13, 13b2-1, and 13b2-2 thereunder. In addition, the Court barred Toll and Edmondson from serving as officers or directors of a public company. Toll, Edmondson and Fisher also agreed to disgorge their ill-gotten gains (obtained mostly through illicit sales of Regal stock): $811,706.50 from Toll, $1,265,613.48 from Edmondson, and $131,000.00 from Fisher, although the payments were deemed satisfied by restitution ordered in the Criminal Action and/or waived based on financial condition. The Commission's complaint alleged that the Defendants engaged in a massive financial fraud. Edmondson caused Regal's accounting staff to record fictitious business revenues and receivables into Regal's general ledger. Edmondson and Toll supported these fictitious items with fictitious or misleading sales documents and bank records. To lend credibility to the false information and to deceive Regal's independent auditors, Edmondson and Toll paid off many of the false receivables with Regal's own money, including funds that they obtained through concealed sales of Regal stock and warrants. They circulated over $23 million from Regal's checking accounts into the accounts of companies privately owned by them. They then caused the private companies to funnel a substantial portion of the money back to Regal in amounts equal to the amounts of the fictitious revenues and receivables. The Defendants' fraud inflated Regal's revenues and receivables, causing Regal's recorded income and assets to be materially overstated in reports and registration statements filed with the Commission from July 9, 1992 through Aug. 10, 1993. The Commission also announced two related administrative proceedings. In Administrative Proceeding File No. 3-10961, 34 Rel. No. 46953, AAE Rel. No. 1680, on Dec. 6, the Commission issued an order suspending Edmondson from appearing or practicing before the Commission as an accountant. Edmondson consented to the Order, which the Commission issued pursuant to Rule 102(e) of its Rules of Practice, without admitting or denying its findings. Throughout his employment at Regal, Edmondson was licensed as a CPA. Similarly, in Administrative Proceeding File No. 3-10962, 34 Rel. No. 46954, AAE Rel. No. 1681, on Dec. 6, the Commission forthwith suspended Fisher from appearing or practicing as an attorney before the Commission pursuant to Rule 102(e) of the Commission's Rules of Practice. Edmondson and Fisher's criminal convictions provided the basis for suspension under Rule 102(e)(2). [SEC v. Arthur L. Toll, Bruce B. Edmondson, Gerald Levinson and Elliot S. Fisher, 98-CV-2325 (HH) (E.D. Pa.)] (LR-17880, AAE Rel. 1682); (Administrative Proceedings in the Matter of Bruce Edmondson - Rel. 34- 46953, AAE Rel. 1680, File No. 3-10961); (Administrative Proceeding in the Matter of Elliot Fisher - Rel. 34-46954, AAE Rel. 1681, File No. 3- 10962) GARY BENTZ IMPRISONED FOR VIOLATING ASSET FREEZE The Commission announced today that on Nov. 15, 2002, a federal judge convicted Gary J. Bentz (Bentz) of criminal contempt and sentenced him to three months of imprisonment for violating an asset freeze order. Bentz, a resident of the Cincinnati area, violated the order by secretly spending funds frozen by the court. In February 2001, the Commission sued Bentz and others for operating a fraudulent Ponzi scheme that raised $20.3 million from over 600 investors in a "prime bank" trading program. At the same time, Hon. David F. Hamilton of the U.S. District Court in Indianapolis issued a permanent injunction that prohibits Bentz and other defendants from engaging in fraud and other misconduct in violation of federal securities laws. The defendants consented to the injunction order without admitting or denying the allegations in the Commission's complaint. The injunction order also froze the assets of Bentz and the other defendants. In previous civil contempt proceedings, the Commission alleged that shortly before the asset freeze, Bentz obtained approximately $142,000 by borrowing against his assets, and that after the freeze, he spent all or part of the borrowed funds in violation of the freeze. The court ruled that Bentz violated the freeze, held him in civil contempt, and referred the matter to the United States Attorney, who then initiated the criminal contempt prosecution. (For more detail on the injunction and contempt proceedings, see Litigation Release Nos. 16915, 17512, and 17534.) [SEC v. John E. Brinker, Jr. and Gary J. Bentz, et al., Civil Action No. IP01-0259 C-H/G (S.D. Ind.)] (LR-17881) SEC MOVES TO ENFORCE SUBPOENA SERVED ON BARRED STOCKBROKER RAFI KHAN On Dec. 5, the Commission filed an application in U.S. District Court for the Central District of California for an order to enforce an investigative subpoena served on Rafi Khan, who was a defendant in a prior SEC enforcement action. The subpoena, which seeks Khan's testimony before the SEC, was served on Khan in connection with an ongoing investigation to determine whether Khan has violated the terms of a prior injunction or SEC bar order, and whether Khan and others have violated the antifraud, anti-touting, registration, beneficial owner reporting, issuer reporting, or proxy provisions of the federal securities laws. The SEC's application alleges that Khan has failed to comply with a subpoena legally issued by the SEC, and that he has no valid justification for failing to comply. The application alleges that Khan's testimony is relevant and necessary because the current investigation involves, among other things, Khan's: * apparent stock promotion activities for several public companies; * possible use of family members and Pakistani entities to conceal his activities and receipt and subsequent trading of securities earned for his activities; * possible issuance of promotional buy recommendations on the securities of public companies while failing to disclose the existence or terms of compensation arrangements with the companies; and * possible interest in United States and Canadian brokerage accounts that sold securities shortly after he issued promotional buy recommendations on the securities. In April 2000, Khan consented to a federal district court order that permanently enjoined him from violating certain antifraud provisions of the federal securities laws. The injunction related to allegations that he manipulated the stock price of two companies using a variety of fraudulent devices and practices. In May 2000, in a related action, Khan consented to an SEC order barring him from associating with any broker or dealer with the right to reapply after five years. A hearing on the SEC's application has not yet been scheduled. [SEC v. Rafi M. Khan, Case No. CV 02-9249, RSWL, PJWx, C.D. Cal.] (LR-17882) THE COMMISSION SUSPENDS THREE FORMER WORLDCOM ACCOUNTANTS FROM PRACTICING BEFORE THE COMMISSION On Dec. 6, the Commission suspended former WorldCom Controller David F. Myers, former WorldCom Director of General Accounting Buford Yates, Jr., and former WorldCom accountant Betty L. Vinson from appearing or practicing before the Commission as accountants. Myers, Yates and Vinson have each been permanently enjoined by the U.S. District Court for the Southern District of New York from violating various federal securities laws, including several antifraud provisions, and were suspended by the Commission on that basis. Myers, Yates and Vinson consented to the suspensions without admitting or denying the suspension orders' findings. The Commission's complaints in the U.S. District Court actions, which are still pending, allege, among other things, that at the direction of WorldCom senior management, Myers, Yates, Vinson and others caused WorldCom to materially overstate its earnings for at least seven successive fiscal quarters in contravention of generally accepted accounting principles (GAAP). See Litigation Release Nos.17753 (Sept. 26, 2002) (Myers), 17771 (Oct. 7, 2002) (Yates), and 17783 (Oct. 10, 2002) (Vinson). The Court has enjoined each defendant from violating Section 17(a) of the Securities Act of 1933 (Securities Act) and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Exchange Act Rules 10b-5 and 13b2-1, and from aiding and abetting WorldCom's violations of Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) and Rules 12b-20, 13a-1 and 13a-13. Myers is also enjoined from violating Exchange Act Rule 13b2-2. Myers and Yates are further prohibited from acting as an officer or director of any public company. For all three defendants, monetary relief will be decided by the Court at a later date, and the court has retained jurisdiction for all purposes, including the imposition of further equitable relief and sanctions as may be determined following a hearing. See Litigation Release Nos. 17842 (Nov. 15, 2002) (Myers and Yates) and LR-17883 (Dec. 6, 2002) (Vinson). The Commission issued the suspension orders pursuant to Rule 102(e) of its Rules of Practice, which allows the Commission to suspend the privilege of appearing or practicing before it to any accountant who has been permanently enjoined from violating or aiding and abetting any violation of any provision of the federal securities laws or the rules and regulations thereunder. Myers was a certified public accountant licensed in the State of Mississippi from 1985 until Dec. 31, 2001. Yates was a certified public accountant licensed in the State of Mississippi from 1988 until Jan. 1, 1999. Vinson was a certified public accountant licensed in the State of Mississippi from1980 to the present. The Commission's investigation into matters related to WorldCom's financial fraud is continuing. The Commission acknowledges the assistance of the U.S. Attorneys' Offices for the Southern District of New York and Southern District of Mississippi, and the Federal Bureau of Investigation. [SEC v. Betty L. Vinson and Troy M. Normand, Civil Action No. 02 CV 8083, JSR] (LR-17883, AAE Rel. 1683); (In the Matter of Buford Yates, Jr., Rels. 33-8156, 34- 46962, AAE Rel. 1684, File No. 3-10964; In the Matter of David F. Myers, Rels. 33-8157, 34-46963, AAE Rel. 1685, File No.3-10965); (In the Matter of Betty L. Vinson, Rels. 33-8158, 34-46964, AAE Rel. 1686, File No. 3- 10963) CIVIL ACTION AGAINST RAJIV VOHRA, ET AL. On Nov. 26, 2002, the Commission announced that the Honorable Patricia A. Seitz, United States District Judge for the Southern District of Florida, entered an Order To Show Cause why Defendant Rajiv Vohra (Vohra) should not be held in civil contempt for his violation of the Court's January 15, 2002 default judgment requiring him to pay disgorgement and civil penalties. The Order gives Vohra until Dec. 9, 2002, to demonstrate why he should not be held in contempt. The Commission's complaint, filed on Sept. 5, 2000, alleged that Vohra, Sean T. Healey (Healey), and three Bahamian companies, Lantern Investments, Ltd., Lipton Holdings, Ltd., and Beaufort Holdings, Ltd. used "wash sales" to create the appearance of active trading in the stock of New Directions Manufacturing, Inc. (New Directions), a small furniture manufacturing company. The complaint further alleged that Vohra and Healey also arranged to have a false and misleading research report published on a stock-picker web site, on their own web site, and through unsolicited mass e-mails (spam). The research report falsely claimed that New Directions had significantly expanded, that the author of the report was an independent analyst, and that the purported analyst had issued a buy recommendation. Vohra and Healey attempted to conceal their scheme by conducting much of their activity through Canadian brokerage accounts and the Bahamian companies. For tips on how to avoid Internet "pump-and-dump" stock manipulation schemes, visit http://www.sec.gov/investor/online/pump.htm. For more information about Internet fraud, visit http://www.sec.gov/divisions/enforce/internetenforce.htm. To report suspicious activity involving possible Internet fraud, visit http://www.sec.gov/complaint.shtml. [SEC v. Rajiv Vohra, Sean T. Healey, Lantern Investments, Ltd., Lipton Holdings, Ltd., and Beaufort Holdings, Ltd., USDC, SDFL, Civil Action No. 00-7286-Civ-Seitz/Garber] (LR-17884) SEC SUES MIAMI-BASED A. B. FINANCING AND INVESTMENTS, INC. AND ANTHONY BLISSETT FOR $31 MILLION AFFINITY FRAUD TARGETED AT AFRICAN AMERICANS The Commission announced that on Dec. 6 it filed an emergency action to halt an affinity fraud conducted by Miami-based A. B. Financing and Investments, Inc. (A. B. Financing) and its principal, Anthony Blissett (Blissett), that has raised at least $31 million. According to the SEC's complaint, the affinity fraud targeted African Americans, and has been ongoing since at least 1998. Also on Dec. 6, 2002, Judge Ursula Ungaro-Benages, U.S. District Judge for the Southern District of Florida, issued various emergency orders against the defendants, including temporary restraining orders, asset freezes, and orders that they repatriate investor assets that have been sent overseas. The SEC's complaint alleges that A. B. Financing and Blissett falsely guarantee to investors and potential investors that A. B. Financing will generate a 30%, risk- and tax-free annual return on their investment. According to the SEC's complaint, Blissett entices potential investors to invest with A. B. Finance by claiming that he can offer them an opportunity to make the type of investments, and corresponding profits, that have thus far been offered only to "whites" or select African Americans. The defendants also falsely represent that A. B. Financing has over $36 million in assets, when, according to the SEC's complaint, its financials and its federal income tax return for 2001 actually reflect a negative net worth of over $27 million. The SEC's complaint also alleges that, although A. B. Financing and Blissett claim to generate returns for investors by making investments in, among other things, real property and securities that are insured, in reality the speculative stock and real estate purchases that A. B. Financing and Blissett have made with investor proceeds have lost millions of dollars and do not provide safe or guaranteed returns. According to the SEC's complaint, investor losses from A. B. Financing's securities trading alone were nearly $2.5 million as of 2001. Moreover, the real estate assets purchased using investor funds are illiquid and most are encumbered by mortgages. As a result, the SEC alleges, the defendants have conducted a typical Ponzi scheme by using proceeds that are coming in from new investors to make interest payments to existing investors. The SEC's complaint charges A. B. Financing and Blissett with violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. Those sections and rules prohibit certain transactions in securities not registered with the Commission, prohibit fraud in the offer and sale, and in connection with the purchase and sale, of securities, and prohibit investment advisers from defrauding clients. The complaint also name Blissco Properties, Inc., Jamrock Market Place, Inc. and Carribean Cultural Art & Exhibition Centre, Inc., as relief defendants three companies controlled by Blissett that have received investor funds. Investors are advised to read the SEC's "Affinity Fraud" Investor Alert, which provides tips on how to avoid being a victim in an affinity fraud. This and other investor alerts can be found on the SEC's web site, at www.sec.gov. The SEC also thanks the State of Florida, Department of Banking and Finance, Office of the Comptroller for its assistance in the investigation of this matter. [SEC v. A. B. Financing and Investments, Inc. and Anthony Blissett, Case No. 02-23487-CIV-UNGARO-BENAGES, S.D. Fla.] (LR-17885) INVESTMENT COMPANY ACT RELEASES FORTIS BENEFITS INSURANCE COMPANY, ET AL. An order has been issued pursuant to Section 26(c) of the Investment Company Act to Fortis Benefits Insurance Company (Fortis Benefits), First Fortis Life Insurance Company (First Fortis), Variable Account D of Fortis Benefits Insurance Company (Account D), and Separate Account A of First Fortis Life Insurance Company (Account A) permitting Fortis Benefits and First Fortis to substitute shares of the Mid Cap Growth Fund II of Strong Variable Insurance Funds, Inc. (Strong) for shares of the Discovery Fund II of Strong, and shares of the International Portfolio of Alliance Variable Products Series Funds, Inc. for shares of the International Stock Fund II of Strong held by Account D and Account A to support variable annuity contracts. (Rel. IC-25842 - Dec. 4) GC&H INVESTMENTS, LLC, ET AL. An order has been issued on an application filed by GC&H Investments, LLC, et al. under Sections 6(b) and 6(e) of the Investment Company. The order exempts certain investment funds formed for the benefit of eligible current and former employees of Cooley Godward LLP and its affiliates from certain provisions of the Act. Each fund will be an "employees' securities company" within the meaning of Section 2(a)(13) of the Act. (Rel. IC-25843 - Dec. 4) 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-4 BNL FINANCIAL CORP, 301 CAMP CRAFT ROAD, SUITE 200, AUSTIN, TX, 78746, 5153273065 - 0 ($6,000,000.00) Non-Convertible Debt, (File 333-101675 - Dec. 6) (BR. 01) SB-2 LAM PHARMACEUTICAL CORP, 800 SHEPPARD AVENUE WEST, TORONTO, A6, 00000, 4166333004 - 7,401,635 ($2,442,540.00) Other, (File 333-101676 - Dec. 6) (BR. 01) SB-2 DECORIZE INC, 1938 EAST PHELPS, ., SPRINGFIELD, MO, 65802, 417-879-3326 - 3,546,427 ($5,851,605.00) Equity, (File 333-101677 - Dec. 6) (BR. 09) S-8 CYBER GROUP NETWORK CORP, 720 EAST CARNEGIE DRIVE STE 200, SAN BERNADINO, CA, 92408, 8187625970 - 40,000,000 ($48,000.00) Equity, (File 333-101679 - Dec. 6) (BR. 05) S-8 HENRY JACK & ASSOCIATES INC, 663 HWY 60, P O BOX 807, MONETT, MO, 65708, 4172356652 - 9,000,000 ($113,670,000.00) Equity, (File 333-101680 - Dec. 6) (BR. 03) S-8 BRT REALTY TRUST, 60 CUTTER MILL RD, SUITE 303, GREAT NECK, NY, 11021-3190, 5164663100 - 0 ($6,649,960.00) Equity, (File 333-101681 - Dec. 6) (BR. 08) F-1 ASHANTI GOLDFIELDS CO LTD, GOLD HOUSE PATRICE LUMUMBA RD, ROMAN RIDGE PO BOX 2665, ACCRA GHANA, J0, 00000, 16,509,060 ($89,148,924.00) Equity, (File 333-101682 - Dec. 6) (BR. 04) S-4 FIRST MERCHANTS CORP, 200 E JACKSON ST, PO BOX 792, MUNCIE, IN, 47308-0792, 3177471500 - 2,097,337 ($56,019,871.27) Equity, (File 333-101683 - Dec. 6) (BR. 07) S-3 NAVISTAR INTERNATIONAL CORP, 4201 WINFIELD ROAD, WARRENVILLE, IL, 60555, 630-753-5000 - 0 ($209,928,663.00) Equity, (File 333-101684 - Dec. 6) (BR. 05) S-8 CATUITY INC, 2711 EAST JEFFERSON AVE, DETROIT, MI, 48207, 3135674348 - 0 ($53,250.00) Equity, (File 333-101685 - Dec. 6) (BR. 03) S-4 ELITE PHARMACEUTICALS INC /DE/, 165 LUDLOW AVENUE, NORTHVALE, NJ, 07647, 2017502646 - 1,723,237 ($9,046,994.00) Equity, (File 333-101686 - Dec. 6) (BR. 01) S-8 PRAXIS PHARMACEUTICALS INC/CN, 595 HORNBY STREET SUITE 600, VANCOUVER BC CANADA, A1, V6C 1A4, 604 685-0002 - 1,629,032 ($71,952.00) Equity, (File 333-101687 - Dec. 6) (BR. 01) S-1 RESOURCE BANKSHARES CORP, 3720 VIRGINIA BEACH BLVD, VIRGINIA BEACH, VA, 23452, 7574632265 - 0 ($16,454,200.00) Equity, (File 333-101688 - Dec. 6) (BR. 07) S-4 NATIONAL PENN BANCSHARES INC, PHILADELPHIA AND READING AVE, PO 547, BOYERTOWN, PA, 19512, 2153676001 - 3,157,012 ($17,668,113.00) Equity, (File 333-101689 - Dec. 6) (BR. 07) SB-2 SEDONA HORIZONS CORP, 2,000,000 ($600,000.00) Face Amount Certificates, (File 333-101690 - Dec. 6) (BR. ) S-8 PATTERSON DENTAL CO, 1031 MENDOTA HEIGHTS RD, ST PAUL, MN, 55120-1401, 6126861600 - 0 ($121,260,000.00) Equity, (File 333-101691 - Dec. 6) (BR. 01) S-8 CADENCE DESIGN SYSTEMS INC, 2655 SEELY ROAD BLDG 5, SAN JOSE, CA, 95134, 4089431234 - 33,500,000 ($410,040,000.00) Equity, (File 333-101692 - Dec. 6) (BR. 03) S-8 CADENCE DESIGN SYSTEMS INC, 2655 SEELY ROAD BLDG 5, SAN JOSE, CA, 95134, 4089431234 - 6,266,455 ($76,701,409.20) Equity, (File 333-101693 - Dec. 6) (BR. 03) S-4 ASTORIA FINANCIAL CORP, ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NY, 11042-1085, 5163273000 - 0 ($250,000,000.00) Non-Convertible Debt, (File 333-101694 - Dec. 6) (BR. 07) S-8 MICROCHIP TECHNOLOGY INC, 2355 W CHANDLER BLVD, CHANDLER, AZ, 85224-6199, 4807867200 - 0 ($5,000,000.00) Other, (File 333-101696 - Dec. 6) (BR. 36) S-8 MEDAREX INC, 707 STATE ROAD 206, PRINCETON, NJ, 08540, 9087136001 - 0 ($2,487,500.00) Equity, (File 333-101698 - Dec. 6) (BR. 01) S-4 MIDAMERICAN ENERGY HOLDINGS CO /NEW/, 666 GRAND AVE, PO BOX 657, DES MOINES, IA, 50309, 5152424300 - 0 ($700,000,000.00) Debt Convertible into Equity, (File 333-101699 - Dec. 6) (BR. 02) S-8 ADVANCEPCS, 5215 N O'CONNOR, STE 1600, IRVING, TX, 75039, 4694206000 - 0 ($8,093,800.00) Other, (File 333-101700 - Dec. 6) (BR. 01) S-4 EQUIFAX INC, 1600 PEACHTREE ST NW, ATLANTA, GA, 30302, 4048858000 - 0 ($250,000,000.00) Non-Convertible Debt, (File 333-101701 - Dec. 6) (BR. 02) SB-2 COFFEE PACIFICA INC, P O BOX 95012, VANCOUVER BC, A1, V6P 6V4, 6042748004 - 2,050,916 ($2,050,916.00) Equity, (File 333-101702 - Dec. 6) (BR. ) S-4 FOREST MERGER CORP, 1001 19TH STREET NORTH, ARLINGTON, VA, 22209, 7033129500 - 0 ($1,192,670,402.00) Equity, (File 333-101703 - Dec. 6) (BR. ) S-8 PUMATECH INC, 2550 N FIRST ST, STE 500, SAN JOSE, CA, 95131, 4083217650 - 0 ($478,125.00) Equity, (File 333-101704 - Dec. 6) (BR. 03) S-1 IPAYMENT INC, 30 BURTON HILLS BLVD, SUITE 520, NASHVILLE, TN, 37215, 6156651856 - 0 ($75,000,000.00) Equity, (File 333-101705 - Dec. 6) (BR. ) S-3 INTEREP NATIONAL RADIO SALES INC, 100 PARK AVENUE, NEW YORK, NY, 10017, 2129160700 - 225,000 ($573,750.00) Equity, (File 333-101706 - Dec. 6) (BR. 37) S-8 CINERGY CORP, 139 E FOURTH ST, CINCINNATI, OH, 45202, 5132872644 - 0 ($233,400,000.00) Equity, (File 333-101707 - Dec. 6) (BR. 02) S-8 VALENCE TECHNOLOGY INC, 301 CONESTOGA WAY, HENDERSON, NV, 89015, 7025581000 - 500,000 ($922,500.00) Equity, (File 333-101708 - Dec. 6) (BR. 36) S-8 1ST SOURCE CORP, 100 NORTH MICHIGAN STREET, SOUTH BEND, IN, 46601, 2192352702 - 51,799 ($828,794.00) Equity, (File 333-101709 - Dec. 6) (BR. 07) S-8 1ST SOURCE CORP, 100 NORTH MICHIGAN STREET, SOUTH BEND, IN, 46601, 2192352702 - 100,000 ($160,000.00) Equity, (File 333-101710 - Dec. 6) (BR. 07) S-8 1ST SOURCE CORP, 100 NORTH MICHIGAN STREET, SOUTH BEND, IN, 46601, 2192352702 - 200,000 ($3,200,000.00) Equity, (File 333-101711 - Dec. 6) (BR. 07) S-8 1ST SOURCE CORP, 100 NORTH MICHIGAN STREET, SOUTH BEND, IN, 46601, 2192352702 - 51,987 ($831,792.00) Equity, (File 333-101712 - Dec. 6) (BR. 07) S-3 AMERIVEST PROPERTIES INC, 1780 S BELLAIRE ST, SUITE 515, DENVER, CO, 80222, 3032971800 - 750,000 ($4,425,000.00) Equity, (File 333-101713 - Dec. 6) (BR. 08) 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 ------------------------------------------------------------------------------------ ACCLAIM ENTERTAINMENT INC DE X 12/04/02 ACE SECURITIES CORP DE X X 12/06/02 ACORN PRODUCTS INC DE X X 11/29/02 AFFYMETRIX INC DE X 12/02/02 ALICO INC FL X 08/31/03 AMERIQUEST MORTGAGE SECURITIES INC DE X 12/05/02 AMERIQUEST MORTGAGE SECURITIES INC DE X 12/06/02 AMERISOURCEBERGEN CORP DE X X 12/05/02 AMF BOWLING WORLDWIDE INC DE X X 12/06/02 ANADARKO PETROLEUM CORP DE X X 12/06/02 APHTON CORP DE X X 12/06/02 ARTESIAN RESOURCES CORP DE X 11/18/02 ARTESIAN RESOURCES CORP DE X 11/18/02 ARTESIAN RESOURCES CORP DE X 11/18/02 ARTESIAN RESOURCES CORP DE X 11/18/02 ATLANTIC AMERICAN CORP GA X X 12/06/02 ATLANTIC CITY ELECTRIC TRANSITION FUN DE X X 12/06/02 AVNET INC NY X X 12/05/02 BEAR STEARNS ARM TRUST MORTGAGE PASS NY X X 11/25/02 BEAR STEARNS ARM TRUST MORTGAGE PASS- NY X X 11/25/02 BEAR STEARNS AS BCK SEC TR 2001-AC1 A DE X X 11/25/02 BEAR STEARNS ASSET BACKED CERT SERS DE X X 11/25/02 BEAR STEARNS ASSET BACKED CERTIFICATE DE X X 11/25/02 BEAR STEARNS ASSET BACKED CERTIFICATE DE X X 11/25/02 BEAR STEARNS ASSET BACKED SEC INC ASS DE X X 11/25/02 BEAR STEARNS ASSET BACKED SEC TR ASSE X X 11/25/02 BEAR STEARNS ASSET BACKED SEC TR ASSE NY X X 11/25/02 BEAR STEARNS ASSET BACKED SECURITIES NY X X 11/25/02 BEAR STEARNS ASSET BCK SEC TR AS-BCK NY X X 11/25/02 BECKMAN COULTER INC DE X X 12/05/02 BLYTH INC DE X X 12/04/02 BRUSH ENGINEERED MATERIALS INC X 12/06/02 CALYPSO WIRELESS INC DE X X X X X 10/19/02 AMEND CENTERPOINT ENERGY INC X X 12/05/02 CHASE MORTGAGE FINANCE CORP DE X X 12/04/02 CHESAPEAKE ENERGY CORP OK X 12/05/02 CITICORP MORTGAGE SECURITIES INC DE X 12/06/02 CLARITI TELECOMMUNICATIONS INTERNATIO DE X 12/31/02 COLE NATIONAL CORP /DE/ DE X 12/05/02 COLLECTORS UNIVERSE INC DE X X 12/04/02 COMPASS BANCSHARES INC DE X 12/06/02 CONDOR GOLD CORP X 09/20/02 AMEND CONDOR TECHNOLOGY SOLUTIONS INC DE X 11/30/02 CONE MILLS CORP NC X X 12/29/02 CONTINENTAL AIRLINES INC /DE/ DE X 12/06/02 CORNELL COMPANIES INC DE X 11/26/02 CORTEX SYSTEMS INC NV X 12/05/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 12/06/02 CSFB HOME EQUITY MORTGAGE PASS THROU DE X 11/19/02 CSFB MORTGAGE BACKED PASS THR CERTS S DE X X 11/25/02 CSX TRADE RECEIVABLES CORP DE X X 11/25/02 DECORIZE INC DE X X 11/19/02 DEL MONTE FOODS CO DE X X 12/06/02 DIEBOLD INC OH X X 12/05/02 DIGITAL ANGEL CORP DE X X 12/05/02 EL PASO ELECTRIC CO /TX/ TX X 12/06/02 ELIZABETH ARDEN INC FL X X 12/04/02 ENCORE ACQUISITION CO DE X X 12/05/02 EQUITY MARKETING INC DE X 07/17/02 AMEND FBR ASSET INVESTMENT CORP/VA VA X 12/06/02 FENTURA FINANCIAL INC MI X 12/05/02 FRIEDMAN BILLINGS RAMSEY GROUP INC VA X 12/06/02 GALAXY INVESTMENTS INC CO X X 11/13/02 GENCORP INC OH X X 12/04/02 GOLDFIELD CORP DE X X 12/04/02 GOODYEAR TIRE & RUBBER CO /OH/ OH X X 12/04/02 GRIFFIN LAND & NURSERIES INC DE X 12/06/02 HAUSER INC DE X X 11/30/02 HEINZ H J CO PA X 12/05/02 HELMERICH & PAYNE INC DE X 12/06/02 HFC REVOLVING CORP HOUSEHOLD HOME EQU DE X 11/20/02 HIRSCH INTERNATIONAL CORP NY X 11/26/02 HOSPITALITY PROPERTIES TRUST MD X X 10/03/02 HOUSEHOLD AUTOMOBILE REVOLVING TRUST NV X 11/17/02 HOUSEHOLD AUTOMOTIVE TRUST 2001-1 DE X 11/17/02 HOUSEHOLD AUTOMOTIVE TRUST 2001-3 X 10/17/02 HOUSEHOLD AUTOMOTIVE TRUST 2001-3 X 11/17/02 HOUSEHOLD AUTOMOTIVE TRUST 2002-1 X 11/17/02 HOUSEHOLD AUTOMOTIVE TRUST III SERIES NV X 11/17/02 HOUSEHOLD AUTOMOTIVE TRUST IV SERIES DE X 11/15/02 HOUSEHOLD AUTOMOTIVE TRUST SERIES 200 DE X 11/17/02 HOUSEHOLD AUTOMOTIVE TRUST V SERIES 2 DE X 11/17/02 HOUSEHOLD AUTOMOTIVE TRUST VI SERIES NV X 11/17/02 HOUSEHOLD CONSUMER LOAN TRUST 1996-2 DE X 11/14/02 HOUSEHOLD CONSUMER LOAN TRUST 1997-1 DE X 11/14/02 HOUSEHOLD CONSUMER LOAN TRUST 1997-2 DE X 11/14/02 HOUSEHOLD CREDIT CARD MASTER NOTE TRU DE X 11/15/02 HOUSEHOLD HOME EQUITY LOAN TRUST 1999 DE X 11/20/02 HOUSEHOLD HOME EQUITY LOAN TRUST 2002 X 11/21/02 HOUSEHOLD HOME EQUITY LOAN TRUST 2002 DE X 11/20/02 HOUSEHOLD MORTGAGE LOAN TRUST 2002 HC X 11/20/02 HOUSEHOLD PRIVATE LABEL CREDIT CARD M DE X 11/15/02 HOUSEHOLD REVOLVING HOME EQUITY LOAN DE X 11/20/02 HOUSEHOLD REVOLVING HOME EQUITY LOAN DE X 11/20/02 HOUSEHOLD REVOLVING HOME EQUITY LOAN DE X 11/21/02 HOUSEHOLD REVOLVING HOME EQUITY LOAN DE X 11/21/02 HYPERTENSION DIAGNOSTICS INC /MN MN X X 12/04/02 INCO LTD X 12/05/02 INDY MAC ABS INC HOME EQUITY MOR LN A DE X 10/25/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 10/25/02 INTEGRA LIFESCIENCES HOLDINGS CORP DE X 12/06/02 INTERPUBLIC GROUP OF COMPANIES INC DE X 12/06/02 JP MORGAN CHASE COMMERCIAL MORTGAGE S DE X X 12/04/02 KANKAKEE BANCORP INC DE X X 12/05/02 KENTUCKY CENTRAL LIFE INSURANCE CO KY X 06/30/02 KFORCE INC FL X X 12/05/02 LAYNE CHRISTENSEN CO DE X 12/06/02 LBO CAPITAL CORP CO X 12/05/02 LECROY CORP DE X X 11/27/02 LECSTAR CORP TX X X X X 12/05/02 LITHIUM TECHNOLOGY CORP DE X X 11/25/02 LITTLE CREEK INC UT X X 11/04/02 AMEND LONG BEACH SEC CORP ASSET BACKED CERT DE X 10/25/02 LOOKSMART LTD DE X 12/04/02 LUCAS EDUCATIONAL SYSTEMS INC DE X X X 12/04/02 MAGELLAN HEALTH SERVICES INC DE X X 10/25/02 MAI SYSTEMS CORP DE X X 12/04/02 AMEND MANCHESTER TECHNOLOGIES INC NY X 12/06/02 MANGOSOFT INC NV X 11/01/02 MANTECH INTERNATIONAL CORP DE X X 12/06/02 MASTR ASSET SECURITIZATION TRUST 2002 X X 11/25/02 MATTEL INC /DE/ DE X X 12/05/02 METASOURCE GROUP INC NV X X 11/20/02 AMEND MEXCO ENERGY CORP CO X 12/05/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X 10/25/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X 10/25/02 MORGAN STANLEY DEAN WITTER CAPITAL TR DE X X 12/02/02 NATIONAL STEEL CORP DE X X 12/06/02 NCRIC GROUP INC DC X X 12/04/02 NOVA OIL INC NV X 12/06/02 ON SEMICONDUCTOR CORP DE X X 12/06/02 ONEIDA LTD NY X 12/05/02 PCD INC MA X 12/06/02 PENN VIRGINIA CORP VA X 12/06/02 PENTON MEDIA INC DE X X 12/05/02 PEOPLES FINANCIAL CORP /MS/ MS X X 12/06/02 PONTE NOSSA ACQUISITION CORP DE X X 11/27/02 PSC INC NY X X 12/06/02 QWEST COMMUNICATIONS INTERNATIONAL IN DE X X 12/06/02 RELM WIRELESS CORP NV X X 12/02/02 RESIDENTIAL ASSET SECURITIES CORP DE X X 12/31/02 ROYAL PRECISION INC DE X X 12/05/02 SAUER DANFOSS INC DE X 12/04/02 SEMTECH CORP DE X X 12/05/02 SENSE HOLDINGS INC FL X 12/06/02 SHIRE PHARMACEUTICALS GROUP PLC X X 12/06/02 SINCLAIR BROADCAST GROUP INC MD X 12/03/02 SIRENZA MICRODEVICES INC DE X X 12/02/02 SMARTIRE SYSTEMS INC X X 12/04/02 SONUS NETWORKS INC DE X 12/06/02 STAAR SURGICAL COMPANY DE X X X 12/05/02 STATEN ISLAND BANCORP INC DE X X 12/06/02 STILWELL FINANCIAL INC DE X 12/06/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 11/25/02 SUPREME HOSPITALITY NV X 12/31/02 SYNCOR INTERNATIONAL CORP /DE/ DE X X 12/06/02 TEDA TRAVEL INC FL X 10/23/02 AMEND TNR TECHNICAL INC NY X 12/06/02 TXU EUROPE LTD X 11/19/02 UGOMEDIA INTERACTIVE CORP NV X X X 08/13/02 UNIFAB INTERNATIONAL INC LA X X 11/27/02 UNITED NATURAL FOODS INC DE X X 12/04/02 UNIVERSAL ACCESS GLOBAL HOLDINGS INC DE X 12/06/02 UNIVERSAL CORP /VA/ VA X X 12/06/02 US AIRWAYS GROUP INC DE X X 12/06/02 USA INTERACTIVE DE X 12/06/02 VARI L CO INC CO X X 12/02/02 VIB CORP CA X 11/22/02 VIGNETTE CORP DE X X 12/03/02 WATERFORD GAMING FINANCE CORP DE X 12/05/02 WATERFORD GAMING LLC DE X 12/05/02 WELLS FARGO MORTGAGE BACKED SECURITIE DE X X 11/25/02 WELLS FARGO MORTGAGE BACKED SECURITIE DE X X 11/25/02 WELLS REAL ESTATE INVESTMENT TRUST IN MD X X 11/22/02 WEST COAST REALTY INVESTORS INC DE X X 11/15/02 WICKES INC DE X 11/30/02 WILLIAMS ENERGY PARTNERS L P DE X 12/06/02 WILTEL COMMUNICATIONS GROUP INC NV X X 11/27/02 WRESTLE PLEX SPORTS ENTERTAINMENT GRO NV X X 12/06/02 WYNN RESORTS LTD X X 10/30/02 YUM BRANDS INC NC X X 12/05/02