SEC NEWS DIGEST Issue 2003-143 July 28, 2003 COMMISSION ANNOUNCEMENTS SEC STUDY ON ADOPTION BY THE U.S. FINANCIAL REPORTING SYSTEM OF A PRINCIPLES- BASED ACCOUNTING SYSTEM On July 25, the Commission announced the release of a staff study prepared by the Office of the Chief Accountant and the Office of Economic Analysis on the adoption by the U. S. financial reporting system of a principles-based accounting system. The study was conducted pursuant to the provisions of Section 108(d) of the Sarbanes-Oxley Act of 2002. The study has been submitted to the Committee on Banking, Housing, and Urban Affairs of the U.S. Senate and the Committee on Financial Services of the U.S. House of Representatives. The staff study recommends that accounting standards should be developed using a principles-based approach and that such standards should have the following characteristics: * Be based on an improved and consistently applied conceptual framework; * Clearly state the accounting objective of the standard; * Provide sufficient detail and structure so that the standard can be operationalized and applied on a consistent basis; * Minimize the use of exceptions from the standard; * Avoid use of percentage tests (bright-lines) that allow financial engineer achieve technical compliance with the standard while evading the intent of the standard. To distinguish the particular approach taken to implementing principles- based standard setting, the staff labels its approach "objectives- oriented." Fundamental to this approach is that the standards would clearly establish the objectives and the accounting model for the class of transactions, while also providing management and auditors with a framework that is sufficiently detailed for the standards to be operational. The staff concludes in the study that an objectives- oriented approach should ultimately result in more meaningful and informative financial reporting to investors and also would hold management and auditors responsible for ensuring that financial reporting complies with the objectives of the standards. The staff acknowledges that the FASB has begun the shift to objectives- oriented standard setting and is doing so on a prospective, project-by- project basis. The staff expects that the FASB will continue to move towards objectives-oriented standard setting on a transitional or evolutionary basis. Operationalizing an objectives-oriented approach to standard setting in the U.S. requires that the following key steps be taken over time: * Ensure that newly-developed standards articulate the accounting objectives and avoid scope exceptions, bright-lines and excessive detail; * Address deficiencies and inconsistencies in the conceptual framework; * When developing new standards, ensure that they are aligned with an improved conceptual framework; * Address current standards that are more rules-based; * Redefine the GAAP hierarchy; and * Continue efforts on convergence of U.S., foreign, and international accounting standards. SEC Chairman William H. Donaldson said, "In its reaffirmation of the FASB as the accounting standard setter, the Commission stated that it will continue to monitor the FASB's procedures, qualifications, capabilities, activities, and the results of its standard setting activities. The approach to establishing accounting standards is an important part of our evaluation of the FASB's activities. I want to commend the staffs of the Office of the Chief Accountant and the Office of Economic Analysis for their thoughtful study, which endorses an approach to setting accounting standards that should result in investors receiving more transparent information about a company's financial results and position. We look forward to working with the FASB as they continue to implement this approach." The full text of the staff study can be found at http://www.sec.gov/news/studies.shtml. (Press Rel. 2003-86) ENFORCEMENT PROCEEDINGS SEC SETTLES ENFORCEMENT PROCEEDING AGAINST CITIGROUP Citigroup Agrees To Pay $120 Million To Settle SEC Allegations That It Helped Enron And Dynegy Commit Fraud The Commission today announced that on July 28 an Order Instituting A Public Administrative Proceeding Pursuant To Section 21C Of The Securities Exchange Act Of 1934, Making Findings, And Imposing A Cease- And-Desist Order And Other Relief (Order) was entered against respondent Citigroup, Inc. Therein, the Commission found that Citigroup assisted two Houston-based energy companies, Enron Corp. (Enron) and Dynegy Inc. (Dynegy), in enhancing artificially their financial presentations through a series of complex structured transactions whose purpose and effect, among other things, was to allow those companies to report proceeds of financings as cash from operating activities on their statements of cash flows. The Commission finds that Citigroup knew or should have known that the acts or omissions described in the Order would contribute to Enron's and Dynegy's violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and that consequently, Citigroup was a cause of Enron's and Dynegy's violations within the meaning of Exchange Act Section 21C. Without admitting or denying the Commission's findings, Citigroup consented to issuance of the Commission's Order whereby Citigroup (i) is ordered to cease and desist from committing or causing any violation of the antifraud provisions of the federal securities laws, and (ii) will pay $120 million as disgorgement, interest and as a penalty. The Commission intends to have the money paid by Citigroup go to victims of the conduct described in the Order ($101 million for Enron-related conduct and $19 million for Dynegy-related conduct) pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. (Rel. 34-48230; AAE Rel. 1821; File No. 3-11192; Press Rel. 2003-87) SEC CHARGES J.P. MORGAN CHASE IN CONNECTION WITH ENRON'S ACCOUNTING FRAUD J.P. Morgan Chase Simultaneously Settles Charges for $135 Million The Commission today charged J.P. Morgan Chase & Co. with aiding and abetting Enron Corp.'s securities fraud. The Commission's complaint, filed in U.S. District Court in Houston, alleges that J.P. Morgan Chase aided and abetted Enron's manipulation of its reported financial results through a series of complex structured finance transactions, called "prepays," over a period of several years preceding Enron's bankruptcy. These transactions were used by Enron to report loans from J.P. Morgan Chase as cash from operating activities. The structural complexity of these transactions had no business purpose aside from masking the fact that, in substance, they were loans from J.P. Morgan Chase to Enron. Between December 1997 and September 2001, J.P. Morgan Chase effectively loaned Enron a total of approximately $2.6 billion in the form of seven such transactions. Simultaneous with the filing of the complaint, J.P. Morgan Chase agreed to file a consent and final judgment settling the Commission's action against it. In the consent, J.P. Morgan Chase has agreed, without admitting or denying the allegations of the complaint, to the entry of a final judgment permanently enjoining it from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5. J.P. Morgan Chase also has agreed to pay disgorgement, penalties and interest in the amount of $135 million. The Commission intends to have these funds paid into a court account pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002 for ultimate distribution to victims of the fraud. Specifically, the complaint alleges that between December 1997 and Enron's demise in 2001, J.P. Morgan Chase and Enron engaged in seven of these prepay transactions in order to disguise loans as commodity trades thus achieving Enron's desired accounting and reporting objectives. As the complaint alleges, the clearest indication that the J.P. Morgan Chase/Enron prepays were disguised loans was their structure. In general, in a prepay transaction (also known as a prepaid forward sale contract) the purchaser pays for a commodity upfront, in full, at the time the contract is made, and the seller agrees to deliver the subject commodity on future dates, often over the course of several years. In effect, the seller bets that the market price of the subject commodity would be lower at the time of delivery than at the time the contract is made. The purchaser bets the opposite way: that the market price of the commodity at the time of delivery will exceed the price it paid at the time of contracting. In a typical prepay transaction, therefore, each side assumes commodity price risk. According to the complaint, the critical difference in the J.P. Morgan Chase/Enron prepays -- and the reason that these transactions were in substance loans -- was that they employed a structure that passed the counter-party commodity price risk back to Enron, thus eliminating all commodity risk from the transaction. This was accomplished through a series of simultaneous trades whereby Enron passed the counter-party commodity price risk to a J.P. Morgan Chase-sponsored special purpose vehicle called Mahonia, which passed the risk to J.P. Morgan Chase, which, in turn, passed the risk back to Enron. As in typical prepays, the complaint alleges, Enron received cash upfront. In contrast to typical prepays, according to the complaint, with all elements of the structure taken together, Enron's future obligations were reduced to the repayment of cash it received from J.P. Morgan Chase with negotiated interest. The interest was calculated with reference to LIBOR. Since all price risk and, in certain transactions, even the obligation to transport a commodity were eliminated, the only risk in the transactions was Chase's risk that Enron would not make its payments when due, i.e., credit risk. In short, the complaint alleges, these seven prepays were in substance loans. According to the complaint, Mahonia was included in the structure solely to effectuate Enron's accounting and financial reporting objectives. Enron told J.P. Morgan Chase that Enron needed Mahonia in the transactions for Enron's accounting. Mahonia was controlled by Chase and was directed by Chase to participate in the transactions ostensibly as a separate, independent, commodities-trading entity. As the complaint further alleges, in order to facilitate Enron's accounting objectives, J.P. Morgan Chase took various steps to make it appear that Mahonia was an independent third party. The Commission alleges that J.P. Morgan Chase knew that Enron engaged in prepays to match its so-called mark-to-market earnings (paper earnings based on changes in the market value of certain assets held by Enron) with cash flow from operating activities. By matching mark-to-market earnings with cash flow from operating activities, Enron is alleged to have sought to convince analysts and credit rating agencies that its reported mark-to-market earnings were real, i.e., that the value of the underlying assets would ultimately be converted into cash. The Commission further alleges that J.P. Morgan Chase also knew that prepays yielded another substantial benefit to Enron: they allowed Enron to hide the true extent of its borrowings from investors and rating agencies because sums borrowed in prepay transactions appeared as "price risk management liabilities" rather than "debt" on Enron's balance sheet. In addition, Enron's obligation to repay those sums was not otherwise disclosed. Significantly, according to the Commission's allegations, J.P. Morgan Chase considered prepays to be unsecured loans to Enron, rather than commodity trading contracts, and based its decisions to participate in these transactions primarily on its assessment of Enron's credit. The Commission brought this action in coordination with the New York County District Attorney's Office. The Commission also acknowledges the assistance of the Federal Reserve and the New York State Banking Department. The Commission's investigation is continuing. For additional information, see: * SEC v. Michael J. Kopper - Litigation Release 17692 (Aug. 21, 2002) * SEC v. Andrew S. Fastow - Litigation Release 17762 (Oct. 2, 2002) * SEC v. Kevin A. Howard and Michael W. Krautz - Litigation Release 18030 (March 12, 2003) * SEC v. Merrill Lynch & Co. Inc., et al. - Litigation Release 18038 (March 17, 2003) * SEC v. Kevin A. Howard, Michael W. Krautz, Kenneth D. Rice, Joseph Hirko, Kevin P. Hannon, Rex T. Shelby, and F. Scott Yeager - Litigation Release 18122 (May 1, 2003) (Amended Complaint) * In the Matter of Citigroup, Inc. - Rel. 34-48230; AAE Rel. 1821; File No. 3-11192 [SEC v. J.P. Morgan Chase & Co., Case No. H-03-38-77 (MH) SD Tx] (LR-18252; AAE Rel. 1820; Press Rel. 2003-87) COMMISSION BARS MARSHALL MELTON FROM ASSOCIATION IN ALL CAPACITIES AND REVOKES INVESTMENT ADVISER REGISTRATION OF ASSET MANAGEMENT & RESEARCH, INC. On July 25, the Commission barred Marshall E. Melton of Greensboro, North Carolina, from association with any investment adviser, broker- dealer, member of a national securities exchange and member of a registered securities association, and has revoked the investment adviser registration of Asset Management & Research, Inc. (AMR). Melton served as president and sole shareholder of AMR and also was associated with a registered broker-dealer. The Commission found that Melton and AMR, with their consent, were permanently enjoined by the United States District Court for the Middle District of North Carolina from violating antifraud provisions of the securities laws. The Commission gave considerable weight to the allegations in the complaint underlying that injunction, and also found, on the basis of additional evidence adduced by its Division of Enforcement, that Melton engaged in further egregious misconduct over an extended period of time. Concluding that it had before it "ample evidence of deliberate indifference coupled with the deliberate misuse of investor funds," the Commission found that the bar and registration revocation are needed to protect the public from further harm. The Commission took the opportunity presented by this matter to refine and expand, for future cases, its policy for administrative disciplinary proceedings based on consent injunctions -- and, in particular, antifraud injunctions -- that are both agreed to and entered by a court after issuance of its Melton opinion. The Commission specified that: 1. Where a defendant in a Commission enforcement action consents to an injunction, the Commission will rely on the factual allegations of the injunctive complaint in determining, in a follow-on administrative proceeding, the appropriate remedial action in the public interest, taking into account what those allegations reflect about the seriousness of the underlying misconduct and the relative culpability of the respondent. Such a proceeding is not a forum for litigating the allegations of underlying misconduct that are already the subject of a settlement between the Commission and the same party. 2. The Advisers Act and Exchange Act draw no distinction between injunctions entered after litigation or by consent. The Commission does not believe that the statutes require the Enforcement Division to prove the allegations of an injunctive complaint in a follow-on administrative proceeding before disciplinary action can be taken. 3. For purposes of consent injunctions that are both agreed to and entered by a court after issuance of the Melton opinion, the Commission will construe the "neither admit nor deny" language in Commission Rule 202.5(e), 17 C.F.R. 202.5(e), as precluding a person who has consented to an injunction in a Commission enforcement action from denying the factual allegations of the injunctive complaint in a follow-on disciplinary proceeding before this agency. Defendants in Commission injunctive actions must understand that, if the Commission institutes an administrative proceeding against them based on an injunction to which they consented after issuance of the Melton opinion, they may not dispute the factual allegations of the injunctive complaint in the administrative proceeding. Moreover, those allegations potentially can be dispositive of what remedial action is appropriate in the public interest. 4. Under the refined and expanded policy, the Commission's determination whether a remedial disciplinary sanction is in the public interest is based on consideration of the particular circumstances and entire record of the case and on a range of traditional factors. In considering these factors, the Commission recognizes that conduct that violates the antifraud provisions of the federal securities laws is especially serious and subject to the severest of sanctions under the securities laws. Based on the Commission's experience enforcing the federal securities laws, it believes that ordinarily, and in the absence of evidence to the contrary, it will be in the public interest to revoke the registration of, or suspend or bar from participation in the securities industry, or prohibit from participation in an offering of penny stock, a respondent who is enjoined from violating the antifraud provisions. (Rel. IA-2151; Rel. 34-48228; File No. 3-9865) SEC OBTAINS EMERGENCY RELIEF TO HALT ONGOING OFFERING FRAUD BY TECUMSEH HOLDINGS CORPORATION AND OTHERS On July 24, the Commission filed a civil injunctive action in the U.S. District Court for the Southern District of New York, and on July 25, obtained emergency relief to halt an ongoing fraud centered around Defendant Tecumseh Holdings Corporation (Tecumseh), a purported financial services company with offices in New Jersey and California. The Commission's complaint alleges that the fraud has taken place since June 2000 and involves the unregistered offer and sale of securities of Tecumseh and Tecumseh's subsidiary, Defendant Tecumseh Tradevest LLC (Tradevest). Tecumseh and Tradevest have conducted the fraud largely through the efforts of Defendant John L. Milling, a securities lawyer and Tecumseh's senior official. Tecumseh, Tradevest and Milling have acted with the assistance of Defendants S.B. Cantor & Co., Inc. (Cantor), a registered broker-dealer, Gerard A. McCallion, Cantor's President; Anthony M. Palovchik, Tecumseh's Vice President, and Dale Carone, manager of Tecumseh's California office; and others working with them. Through the unregistered fraudulent offerings, the Defendants together have raised approximately $10 million from about 500 investors nationwide. The complaint also names as Relief Defendants three Tecumseh affiliates, Tecumseh Alpha Fund LP (Alpha Fund), Tecumseh Alpha LLC (Alpha LLC), and Stracq, Inc. (Stracq). The complaint alleges that Defendants Tecumseh, Tradevest and Milling have induced investors to acquire securities of Tecumseh and Tradevest by means of a host of material misrepresentations. Through offering memoranda and other materials, these Defendants have (a) touted false and misleading profit projections; (b) promised some investors "returns on investment" (ROI) or "dividends" without disclosing that Tecumseh and Cantor have no earnings to distribute and that any such payments necessarily come from capital, including funds raised from other investors; and (c) made materially misleading statements concerning NASD approval for Tecumseh's acquisition of Cantor. Defendants Tecumseh, Tradevest and Milling knew or acted in reckless disregard of the fact that their representations to investors concerning these matters were materially false and misleading. The complaint alleges violations by Tecumseh, Tradevest and Milling of the antifraud provisions of the securities laws, Section 17(a) of the Securities Act of 1933 (Securities Act), and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and charges McCallion and Palovchik with aiding and abetting Tecumseh's and Milling's violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, pursuant to Section 20(e) of the Exchange Act. It also alleges violations of the registration provisions, Sections 5(a) and 5(c) of the Securities Act, by Tecumseh, Tradevest, Milling, Cantor and Carone; violations by Cantor of the broker-dealer books and records provisions, Section 17(a) of the Exchange Act and Rules 17a-3 and 17a-4 thereunder; and violations by Carone of the broker registration provisions, Section 15(a) of the Exchange Act. The complaint also alleges, pursuant to Section 20(a) of the Exchange Act. that Milling is liable as a control person of Tecumseh and Tradevest and that McCallion is liable as a control person of Cantor for their respective violations of the Exchange Act. It also charges Milling with aiding and abetting Cantor's violations of broker-dealer books and records provisions, pursuant to Section 20(e) of the Exchange Act. The complaint seeks disgorgement of ill-gotten gains, and prejudgment interest from all Defendants and the Relief Defendants; permanent injunctive relief against all Defendants prohibiting future violations of the provisions of the securities laws they are alleged to have violated, permanent penny stock bars, and civil money penalties. It also seeks temporary and preliminary injunctions and temporary and preliminary penny stock bars against Defendants Tecumseh, Tradevest Cantor and Milling; an asset freeze against the Relief Defendants and Defendants Tecumseh, Tradevest and Milling; appointment of a receiver for Defendants Tecumseh, Tradevest and Cantor; an accounting by the Relief Defendants and Defendants Tecumseh, Tradevest, Cantor and Milling; expedited discovery; and a order prohibiting the Defendants and Relief Defendants from destroying or altering documents. On July 25, the Court granted the Commission's application for a temporary restraining order against Defendants Tecumseh, Tradevest, Cantor and Milling, temporarily enjoining them from further violations of the securities laws and temporarily prohibiting them from participating in any penny stock offering. The Court's order also freezes the assets of the Relief Defendants and Defendants Tecumseh, Tradevest and Milling; requires an accounting by the Relief Defendants and Defendants Tecumseh, Tradevest, Cantor and Milling; appoints Loretta Lynch, Esq., as temporary receiver for Tecumseh, Tradevest and Cantor; grants expedited discovery, and prohibits the Defendants and Relief Defendants from destroying or altering documents. The Court's order also directs the Relief Defendants and Defendants Tecumseh, Tradevest, Cantor and Milling to show cause at a hearing set for Aug. 15, 2003 at 10:00 a.m. in Room 12C of the United States Courthouse, 500 Pearl Street, New York, NY, why a preliminary injunction granting the relief requested by the Commission should not be entered by the Court. The Commission acknowledges the assistance of the Federal Bureau of Investigation, the U.S. Department of Justice and NASD, Inc., in connection with this matter. [SEC v. Tecumseh Holdings Corporation, Tecumseh Tradevest LLC, S.B. Cantor & Co., Inc., John L. Milling, Gerard A. McCallion, Anthony M. Palovchik and Dale Carone, Defendants, and Tecumseh Alpha Fund LP, Tecumseh Alpha LLC, and Stracq, Inc., Relief Defendants, Civil Action No. 03 Civ. 5490 (SAS) SDNY] (LR-18251) GLEN HILKER, LARRY BAKER , PROJECT DACONO LLC AND HB INVESTORS LLC CHARGED WITH FRAUD On July 24, the Commission filed suit in the U.S. District Court for the District of Colorado against Glen W. Hilker, Larry M. Baker, Project Dacono LLC and HB Investors LLC, and relief defendants HSB Development Co. LLC, Westco Investment & Finance, Inc., TriCord LLC and Brookshire Development Co. LLC, all of Denver. The Commission alleged that, from at least September 2000 through March 2003, defendants Hilker and Baker, through defendant HB Investors LLC, collectively raised over $4.7 million on behalf of defendant Project Dacono LLC for the purchase and development of real estate located in Dacono, Colorado. Mr. Hilker and Mr. Baker raised these funds by offering and selling PDL and HBI securities to investors located throughout several states. In raising these funds, the defendants made numerous false statements to investors, primarily concerning the use of investor proceeds. In fact, only approximately $1.7 million of the funds raised were actually used for the purchase and development of the Dacono property. The remaining $3 million of investor proceeds was used by Mr. Hilker and Mr. Baker for their own personal use, was diverted to alter ego entities they controlled, was invested in risky business ventures unrelated to the Dacono property and was used for payment of Ponzi-type interest payments to other investors. The Commission alleged that the defendants violated the antifraud provisions of the federal securities laws set forth in 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. The Commission's action seeks permanent injunctions prohibiting future violations of these provisions, disgorgement of the defendants' ill-gotten gains plus prejudgment interest, and civil penalties against each defendant. Additionally, the Commission's action seeks emergency injunctive and equitable relief consisting principally of a temporary restraining order and an order freezing the assets of defendants Hilker, Baker, and HB Investors, and of relief defendants HSB, Westco, TriCord and Brookshire. [SEC v. Glen W. Hilker, Larry M. Baker, Project Dacono LLC and HB Investors LLC, and relief defendants HSB Development Co. LLC, Westco Investment & Finance, Inc., TriCord LLC and Brookshire Development Co. LLC, Civil Action No. 03-RB-1338 (District of Colorado)] (LR-18253) RYAN FONTAINE AND SIGNATURE INVESTMENTS HEDGE FUND SETTLE SEC ENFORCEMENT ACTION The Commission announced that on July 17 the Honorable Michael B. Mukasey, of the U.S. District Court for the Southern District of New York, entered a Final Judgment on Consent against defendants Ryan J. Fontaine and Simpleton Holdings Corporation a/k/a Signature Investments Hedge Fund (Signature), permanently enjoining them from violating the antifraud and registration provisions of the federal securities laws, and ordering them to pay disgorgement and prejudgment interest totaling $29,837.31, plus a civil penalty of $29,300. The Commission's complaint alleged that, beginning as early as July 2002 and continuing through Oct. 22, 2002, Fontaine and Signature deceived investors into investing in Signature by fraudulently claiming, among other things, that: (a) Signature managed approximately $250 million; (b) Salomon Smith Barney was Signature's sub-adviser; (c) KPMG, LLP performed auditing services for Signature; and (d) Signature had earned above-average returns throughout their 13-year investment history. According to the complaint, all of these representations were false. The complaint alleged that Fontaine and Signature had raised at least $29,300 from at least two investors by means of their fraudulent statements. Fontaine and Signature consented to the entry of the Final Judgment without admitting or denying the allegations in the Commission's complaint. Fontaine has also consented to the entry of an administrative order barring him from associating with an investment adviser. For further information, see Litigation Release Nos. 18254, (July 28, 2003), and 17864 (Nov. 26, 2002) [SEC v. Ryan J. Fontaine and Simpleton Holdings Corporation a/k/a Signature Investments Hedge Fund, 02 Civ. 9420 SDNY (MBM)] (LR-18254) NEW HAMPSHIRE MAN SENTENCED IN CONNECTION WITH CRIMINAL INSIDER TRADING CHARGES The Commission announced today that on July 22 a New Hampshire federal court sentenced Bedford, New Hampshire resident George R. Potter to six months of home detention and twelve months probation in an insider trading case brought by the U.S. Attorney. Potter, age 65, previously had pleaded guilty to engaging in an scheme to trade in the securities of Sepracor, Inc., a Massachusetts pharmaceutical development company, based upon confidential information leaked to him by his son, a Sepracor employee. In January 2003, the Commission brought a civil injunctive action against Potter and his son in connection with the same trading. In connection with his earlier guilty plea, Potter acknowledged that, on Oct. 18, 2000, his son, Timothy J. Potter, disclosed to him confidential information concerning adverse developments relating to (R)-fluoxetine, a pharmaceutical drug then being jointly developed by Sepracor and Eli Lilly and Company. At the time, Timothy Potter was employed in Sepracor's accounting department. Potter further admitted that, minutes later, he used that information to purchase put options for Sepracor stock. The purchase of a put option, which gives its purchaser the right to sell the underlying stock at a predetermined price by a certain date, is essentially a bet that the price of the underlying securities will decline. When Sepracor and Eli Lilly publicly announced the adverse developments the following morning, Sepracor's stock price plummeted while the value of Sepracor's put options soared. Hours after the announcements, Potter sold the Sepracor put options, generating an overnight profit of more than $55,000. Potter admitted that he later transferred that profit to Timothy Potter. Potter also admitted that he attempted to mislead the Commission staff in sworn testimony he provided in an investigation the staff was conducting into his trades. U.S. District Judge Steven J. McAuliffe sentenced Potter to twelve months probation with a special condition of six months of home detention with electronic monitoring and imposed a fine of $2,000. Timothy Potter has pleaded guilty to related charges and is scheduled for sentencing on Aug.18, 2003. (LR-17958, LR-17970, LR-18097 and LR- 18145) [SEC v. Timothy J. Potter and George R. Potter, Civil Action No. 03-32-M (D.N.H.)] (LR-18255) FINAL JUDGMENT IMPOSING PERMANENT INJUNCTIONS AND OTHER RELIEF AGAINST CASTLE SECURITIES, CORP. AND MICHAEL STUDER FOLLOWING TRIAL ON THE MERITS The Commission announced today that, after a full trial on the merits, in the action SEC v. U.S. Environmental, et al, 94 Civ. 6608 SDNY (PKL), the U.S. District Court for the Southern District of New York issued an opinion and order providing the Commission with full relief against the remaining two defendants in this action: (1) Defendant Castle Securities, Corp., a broker-dealer located in Freeport, New York, that has been registered with the Commission since Dec. 5, 1984; and (2) Defendant Michael T. Studer, age 50, a resident of Rockville Centre, New York, the President of Castle since its inception and a part owner of Castle's parent company. The Commission's Amended Complaint, filed on Oct. 23, 1995, alleged that Studer, Castle, and other individuals, including defendant Mark D'Onofrio, defendant Ramon D'Onofrio, and Richard Kirschbaum (the D'Onofrio Group) conducted in 1989 and 1990 a classic fraudulent blind pool offering, subsequent market manipulation and fraudulent sale of the underlying securities of U.S. Environmental, Inc. (USE), as well as in the public offering of the securities of USE's predecessor, Windfall Capital Corporation (Windfall). In its opinion and order, entered on July 21, the found that Castle and Studer violated various antifraud provisions of the federal securities laws. Among other things, the Court found that: (1) "Castle made the market for USE securities and oversaw the manipulations of the stock price from $0.05 to $5.50;" (2) "The D'Onofrio Group guaranteed Castle's market making profits for USE securities;" and (3) "Castle under Studer's oversight, allowed the D'Onofrio Group to employ Castle's market making services for purposes of executing D'Onofrio's matching orders and wash trades." Regarding the Windfall offering, the Court found, among other things, that: "[w]hen Windfall was incorporated and before Windfall became a public company, Windfall's initial shares were issued to individuals and a corporation with pre-existing personal and business relationships with Studer, Castle and the D'Onforio Group." The Court further found that Castle, Studer and other defendants "made material misrepresentations of fact and omitted to disclose material facts" in Windfall's Form S-18 and amendments, including that (1) "Studer acted as an undisclosed promoter and Castle acted as an undisclosed underwriter;" (2) "[b]y prearrangement among the D'Onofrio [G]roup, Studer, Castle [and two other defendants], the Windfall Offering was acquired entirely by the D'Onofrio [G]roup, [two other defendants,] Studer, Castle, and their nominees;" and (3) [t]he D'Onofrio Group would commence a public offering through resales after the Windfall Offering purportedly closed, and after the stock price had been manipulated upwards to several dollars per USE share." The final judgment permanently enjoins Castle and Studer from committing future violations of (1) Section 17(a) of the Securities Act of 1933 (Securities Act), and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5; (2) Rule 101 of Regulation M; (3) Section 5(a) and 5(c) of the Securities Act; and (4) Section 15(c) of the Exchange Act and Rules 10b-3, 10b-5 and 15c1-2 thereunder. Further, the final judgments require Castle and Studer to jointly disgorge to the Commission within sixty days ill-gotten gains totaling $132,224 plus prejudgment interest from September 30, 1990 through the present. [SEC v. U.S. Environmental, Inc., et al., USDC, SDNY, Civil Action No. 94 Civ. 6608 (PKL)] (LR-18256) INVESTMENT COMPANY ACT RELEASES DEREGISTRATIONS UNDER THE INVESTMENT COMPANY ACT For the month of July, 2003, a notice has been issued giving interested persons until August 19, 2003, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act of 1940 declaring that the applicant has ceased to be an investment company: Nuveen Municipal Money Market Fund, Inc. [File No. 811-3531] Nuveen Taxable Funds, Inc. [File No. 811-3770] Nuveen Money Market Trust [File No. 811-9267] The Wachovia Funds [File No. 811-6504] The Wachovia Municipal Funds [File No. 811-6201] Seligman Tax-Aware Fund, Inc. [File No. 811-10297] The Simms Funds [File No. 811-8871] Integrity Small-Cap Fund of Funds, Inc. [File No. 811-9023] Market Street Fund [File No. 811-4350] (Rel. IC-26110 - July 25) ORDERS OF DEREGISTRATION UNDER THE INVESTMENT COMPANY ACT Orders have been issued under Section 8(f) of the Investment Company Act declaring that each of the following has ceased to be an investment company: All-American Term Trust Inc. [File No. 811-7352] (Rel. IC-26111- July 25, 2003) Merrill Lynch Spectrum Fund, Inc. (formerly Merrill Lynch Large Cap Spectrum Fund, Inc.) [File No. 811-10469] (Rel. IC-26112- July 25, 2003) The Korean Investment Fund, Inc. [File No. 811-6467] (Rel. IC-26113- July 25, 2003) Millennium Funds, Inc. [File No. 811-8729] (Rel. IC-26114- July 25, 2003) Pioneer Science & Technology Fund [File No. 811-9785] (Rel. IC-26115- July 25, 2003) Templeton Emerging Markets Appreciation Fund, Inc. [File No. 811-8362] (Rel. IC-26116- July 25, 2003) Templeton Vietnam and Southeast Asia Fund, Inc. [File No. 811-8632] (Rel. IC-26117- July 25, 2003) Templeton Global Government Income Trust [File No. 811-5677] (Rel. IC-26118- July 25, 2003) ETF Advisors Trust [File No. 811-21115] (Rel. IC-26119- July 25, 2003) Credit Suisse European Equity Fund, Inc. [File No. 811-8903] (Rel. IC-26120- July 25, 2003) Mercury Small Cap Value Fund, Inc. [File No. 811-9955] (Rel. IC-26121- July 25, 2003) Mercury U.S. High Yield Fund, Inc. [File No. 811-9981] (Rel. IC-26122- July 25, 2003) Berger Growth Fund, Inc. [File No. 811-1382] (Rel. IC-26123- July 25, 2003) Berger Large Cap Growth Fund, Inc. [File No. 811-1383] (Rel. IC-26124- July 25, 2003) Berger Omni Investment Trust [File No. 811-4273] (Rel. IC-26125- July 25, 2003) Berger Investment Portfolio Trust [File No. 811-8046] (Rel. IC-26126- July 25, 2003) Berger Worldwide Funds Trust [File No. 811-7669] (Rel. IC-26127- July 25, 2003) Berger Worldwide Portfolio Trust [File No. 811-7667] (Rel. IC-26128- July 25, 2003) 2002 Target Term Trust Inc. [File No. 811-7286] (Rel. IC-26129- July 25, 2003) BBH International Equity Portfolio [File No. 811-8996] (Rel. IC-26130- July 25, 2003) BBH Pacific Basin Equity Portfolio [File No. 811-9659] (Rel. IC-26131- July 25, 2003) BBH European Equity Portfolio [File No. 811-9661] (Rel. IC-26132- July 25, 2003) BBH U.S. Equity Portfolio [File No. 811-9663] (Rel. IC-26133- July 25, 2003) BBH High Yield Fixed Income Portfolio [File No. 811-9971] (Rel. IC-26134- July 25, 2003) BBH Broad Market Fixed Income Portfolio [File No. 811-9969] (Rel. IC-26135- July 25, 2003) Corporate High Yield Fund II, Inc. [File No. 811-7103] (Rel. IC-26136- July 25, 2003) Corporate High Yield Fund IV, Inc. [File No. 811-10313] (Rel. IC-26137- July 25, 2003) Voyageur Funds [File No. 811-5267] (Rel. IC-26138- July 25, 2003) Mercury QA Equity Series, Inc. [File No. 811-9611] (Rel. IC-26139- July 25, 2003) SELF REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change (SR-Amex-2003-51) and Amendment No. 1 thereto filed by the American Stock Exchange reducing option transaction fees has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of July 28. (Rel. 34-48219) A proposed rule change (SR-CBOE-2003-26) filed by the Chicago Board Options Exchange relating to its Fiscal Year 2004 Fee Schedule has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of July 28. (Rel. 34-48223) PROPOSED RULE CHANGES The National Association of Securities Dealers, through its wholly owned subsidiary, NASD Dispute Resolution, Inc., has filed a proposed rule change (SR-NASD-2003-101) amending Rule 10304 of the NASD Code of Arbitration Procedure governing time limits of claims in arbitration. Publication of the notice is expected in the Federal Register during the week of July 28. (Rel. 34-48225) The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2003-74) and Amendment Nos. 1 and 2 thereto, pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, regarding the regulation of activities of members experiencing financial and/or operational difficulties. Publication of the notice is expected in the Federal Register during the week of July 28. (Rel. 34-48227) WITHDRAWAL GRANTED An order has been issued granting the application of Etz Lavud Ltd, to withdraw its common shares and Class A common shares, NIS 0.01 par value, from listing and registration on the American Stock Exchange, effective at the opening of business on July 28. (Rel. 34-48235) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-8 NANOGEN INC, 10398 PACIFIC CENTER COURT, SAN DIEGO, CA, 92121, 858 410 4600 - 1,000,000 ($3,540,000.00) Equity, (File 333-107320 - Jul. 25) (BR. 36) S-3 WMS INDUSTRIES INC /DE/, 800 S. NORTHPOINT BLVD., WAUKEGAN, IL, 60085, 847-785-3000 - 0 ($115,000,000.00) Debt Convertible into Equity, (File 333-107321 - Jul. 25) (BR. 06) S-8 TOYOTA MOTOR CORP/, 1 TOYOTA CHO TOYOTA CITY, AICHI PREFECTURE 471-8571, JAPAN, M0, 00000, 81-565-28-2121 - 3,353,000 ($98,517,169.43) Equity, (File 333-107322 - Jul. 25) (BR. 05) S-3 PRIVATEBANCORP INC, TEN NORTH DEARBORN SUITE 900, CHICAGO, IL, 60602, 230,000 ($7,187,500.00) Equity, (File 333-107323 - Jul. 25) (BR. 07) S-3 HERITAGE PROPANE PARTNERS L P, 8801 S YALE AVE, STE 31, TULSA, OK, 74137, 9184927272 - 6,415,762 ($198,182,889.00) Limited Partnership Interests, 0 ($800,000,000.00) Other, (File 333-107324 - Jul. 25) (BR. 02) S-3 ARRIS GROUP INC, 11450 TECHNOLOGY CIRCLE, DULUTH, GA, 30097, 6784732000 - 14,000,000 ($67,900,000.00) Equity, (File 333-107325 - Jul. 25) (BR. 37) S-8 UNION NATIONAL FINANCIAL CORP / PA, 101 E MAIN ST, P O BOX 567, MOUNT JOY, PA, 17552, 7174922222 - 100,000 ($2,005,000.00) Equity, (File 333-107326 - Jul. 25) (BR. 07) S-8 AMERICAN INTERNATIONAL INDUSTRIES INC, 601 CIEN ST, SUITE 235, KEMAH, TX, 77565-2701, 2813349479 - 100,000 ($270,000.00) Equity, (File 333-107327 - Jul. 25) (BR. 07) SB-2 PICK UPS PLUS INC, 5133984344 - 10,588,235 ($105,882.35) Equity, (File 333-107328 - Jul. 25) (BR. 04) S-8 WESTAMERICA BANCORPORATION, 1108 FIFTH AVE, SAN RAFAEL, CA, 94901, (707) 863-6000 - 500,000 ($22,425,000.00) Equity, (File 333-107329 - Jul. 25) (BR. 07) S-3 TRINITY BIOTECH PLC, IDA BUSINESS PARK, BRAY, CO WICKLOW, IRELAND, DUBLIN IRELAND, L2, 18, 01135312955111 - 7,042,254 ($18,978,874.53) Equity, (File 333-107330 - Jul. 25) (BR. 01) S-3 LIGAND PHARMACEUTICALS INC, 10275 SCIENCE CENTER DRIVE, SAN DIEGO, CA, 92121-1117, 8585507500 - 5,835,771 ($86,252,695.38) Equity, (File 333-107332 - Jul. 25) (BR. 01) S-8 MOBILE MINI INC, 7420 SOUTH KYRENE ROAD, SUITE #101, TEMPE, AZ, 85283, 480-894-6311 - 1,000,000 ($15,110,000.00) Equity, (File 333-107333 - Jul. 25) (BR. 06) S-8 SYBASE INC, ONE SYBASE DRIVE, DUBLIN, CA, 94568, 9252365000 - 2,500,000 ($36,237,500.00) Equity, (File 333-107334 - Jul. 25) (BR. 03) S-4 AVI BIOPHARMA INC, ONE SW COLUMBIA, STE 1105, PORTLAND, OR, 97258, 5032270554 - 0 ($12,038,807.00) Equity, (File 333-107335 - Jul. 25) (BR. 01) S-8 GRAPHON CORP/DE, 400 COCHRANE CIRCLE, MORGAN HILL, CA, 95037, 4087763232 - 1,011,962 ($335,109.00) Equity, (File 333-107336 - Jul. 25) (BR. 03) S-8 NORTH STATE BANCORP, 6200 FALLS OF NEUSE RD, RALEIGH, NC, 27609, 9198559925 - 0 ($341,173.00) Equity, (File 333-107337 - Jul. 25) (BR. 07) S-8 UNISYS CORP, UNISYS WAY, BLUE BELL, PA, 19424, 2159864011 - 10,000,000 ($122,100,000.00) Equity, (File 333-107338 - Jul. 25) (BR. 03) F-3 ASM INTERNATIONAL N V, JAN VAN EYCKLAAN 10, 3723 BC BILTHOVEN, THE NETHERLANDS, P7, 6022434221 - 0 ($90,000,000.00) Debt Convertible into Equity, (File 333-107339 - Jul. 25) (BR. 36) S-8 DIAMOND DISCOVERIES INTERNATIONAL CORP, 119 WEST 23RD ST, STE 508, NEW YORK, NY, 10011, 6464863900 - 0 ($1,800,000.00) Equity, (File 333-107340 - Jul. 25) (BR. 04) S-1 WHITING PETROLEUM HOLDINGS INC, 0 ($130,000,000.00) Equity, (File 333-107341 - Jul. 25) (BR. ) S-8 FAIRCHILD SEMICONDUCTOR INTERNATIONAL INC, 82 RUNNING HILL RD, SOUTH PORTLAND, ME, 04106, 2077758100 - 0 ($60,030,214.00) Equity, (File 333-107342 - Jul. 25) (BR. 36) S-3 MINDSPEED TECHNOLOGIES INC, 4000 MACARTHUR BOULEVARD, NEWPORT BEACH, CA, 92660, 9495793000 - 1,036,806 ($3,348,884.00) Equity, (File 333-107343 - Jul. 25) (BR. 36) S-8 JACOBS ENGINEERING GROUP INC /DE/, 1111 S ARROYO PARKWAY, PASADENA, CA, 91105-3063, 8184492171 - 0 ($64,176,000.00) Equity, (File 333-107344 - Jul. 25) (BR. 06) S-8 INTEGRATED BUSINESS SYSTEMS & SERVICES INC, 115 ATRIUM WAY, SUITE 128, COLUMBIA, SC, 29223, 8037365595 - 1,500,000 ($15,000.00) Equity, 56,818 ($12,500.00) Other, (File 333-107345 - Jul. 25) (BR. 03) S-8 SERVICE 1ST BANCORP, 2800 W MARCH LANE SUITE 120, STOCKTON, CA, 95219, 2099567800 - 171,000 ($1,710,000.00) Equity, (File 333-107346 - Jul. 25) (BR. 07) S-4 INGLES MARKETS INC, PO BOX 6676, ASHEVILLE, NC, 28816, 7046692941 - 0 ($100,000,000.00) Non-Convertible Debt, (File 333-107350 - Jul. 25) (BR. 02) S-4 IVAX CORP, 4400 BISCAYNE BLVD, MIAMI, FL, 33137, 3055756000 - 0 ($4,063,147.00) Equity, (File 333-107351 - Jul. 25) (BR. 01) S-3D CIVITAS BANKGROUP INC, 4 CORPORATE CENTRE, 810 CRESCENT CENTRE DRIVE, STE. 320, FRANKLIN, TN, 37067, (615) 383-4758 - 0 ($1,550,000.00) Equity, (File 333-107352 - Jul. 25) (BR. 07) S-11 ORION MULTIFAMILY INVESTMENT FUND INC, C/O RELATED CAPITAL CO, 625 MADISON AVE, NEW YORK, NY, 10022, 2124215333 - 0 ($358,850,480.00) Equity, (File 333-107353 - Jul. 25) (BR. ) S-8 JOHNSON OUTDOORS INC, 555 MAIN STREET, RACINE, WI, 53403-1015, 2626316600 - 600,000 ($8,382,000.00) Other, (File 333-107354 - Jul. 25) (BR. 05) S-3 ZYMOGENETICS INC, 1201 EASTLAKE AVENUE E, SEATTLE, WA, 98102, 206-442-6600 - 0 ($150,000,000.00) Equity, (File 333-107355 - Jul. 25) (BR. 01) S-8 OMNICELL INC /CA/, 1101 EAST MEADOW DR, PALO ALTO, CA, 94303, 6502516100 - 0 ($5,537,500.00) Equity, (File 333-107356 - Jul. 25) (BR. 03) S-1 S&P MANAGED FUTURES INDEX FUND LP, C/O REFCOFUND HOLDINGS LLC, 550 W JACKSON STE 1300, CHICAGO, IL, 60661, 3127882000 - 0 ($100,000,000.00) Limited Partnership Interests, (File 333-107357 - Jul. 25) (BR. ) S-8 FTS APPAREL INC, ONE OXFORD VALLEY, SUITE 810, LANGHORNE, PA, 19047, 215-741-5883 - 320,000 ($144,000.00) Equity, (File 333-107358 - Jul. 25) (BR. 02) S-8 SINA CORP, 1313 GENEVA DRIVE, SUNNYVALE, CA, 94089, 4085480000 - 0 ($47,677,358.00) Equity, (File 333-107359 - Jul. 25) (BR. 03) SB-2 SPACEDEV INC, 13855 STOWE DRIVE, PO BOX 2121, POWAY, CA, 92064, 8583752000 - 3,214,261 ($1,772,492.00) Equity, (File 333-107360 - Jul. 25) (BR. 05) F-10 FAIRFAX FINANCIAL HOLDINGS LTD/ CAN, 95 WELLINGTON ST WEST, STE 800, TORONTO ONTARIO CANA, A6, 4163674941 - 200,000,000 ($204,000,000.00) Debt Convertible into Equity, (File 333-107361 - Jul. 25) (BR. 01) S-8 PROVIDENT FINANCIAL GROUP INC, ONE E FOURTH ST, CINCINNATI, OH, 45202, 5135792000 - 1,000,000 ($26,370,000.00) Equity, (File 333-107362 - Jul. 25) (BR. 07) F-3 TRINITY BIOTECH PLC, IDA BUSINESS PARK, BRAY, CO WICKLOW, IRELAND, DUBLIN IRELAND, L2, 18, 01135312955111 - 7,042,254 ($18,978,874.53) Equity, (File 333-107363 - Jul. 25) (BR. 01) S-8 CHURCH & DWIGHT CO INC /DE/, 469 N HARRISON ST, PRINCETON, NJ, 08543-5297, 6096835900 - 5,689,750 ($188,842,802.50) Equity, (File 333-107364 - Jul. 25) (BR. 02) S-3 R&G FINANCIAL CORP, 280 JESUS T. PINERO AVE, HATO REY, SAN JUAN, PR, 00918, 0 ($100,000,000.00) Non-Convertible Debt, (File 333-107365 - Jul. 25) (BR. 07) S-8 AMERICAN IDC CORP, 9800 SEPULVEDA BLVD, STE 625, LOS ANGELES, CA, 90045, 3103420760 - 2,500,000 ($375,000.00) Equity, (File 333-107366 - Jul. 25) (BR. 08) S-2 MARTEN TRANSPORT LTD, 129 MARTEN ST, MONDOVI, WI, 54755, 7159264216 - 0 ($69,425,385.00) Equity, (File 333-107367 - Jul. 25) (BR. 05) S-3 MAGNA ENTERTAINMENT CORP, 337 MAGNA DRIVE, AURORA, ONTARIO CANADA, A6, L4G 7K1, 9057262462 - 150,000,000 ($150,000,000.00) Debt Convertible into Equity, (File 333-107368 - Jul. 25) (BR. 05) S-4 GRAHAM PACKAGING CO, 1110 EAST PRINCESS STREET, YORK, PA, 17403, 7178498500 - 0 ($100,000,000.00) Debt Convertible into Equity, (File 333-107369 - Jul. 25) (BR. 06) S-8 AVERY DENNISON CORPORATION, 150 N ORANGE GROVE BLVD, PASADENA, CA, 91103, 6263042000 - 0 ($13,040,000.00) Equity, (File 333-107370 - Jul. 25) (BR. 04) S-8 AVERY DENNISON CORPORATION, 150 N ORANGE GROVE BLVD, PASADENA, CA, 91103, 6263042000 - 0 ($182,560,000.00) Equity, (File 333-107371 - Jul. 25) (BR. 04) S-8 AVERY DENNISON CORPORATION, 150 N ORANGE GROVE BLVD, PASADENA, CA, 91103, 6263042000 - 0 ($52,160,000.00) Equity, (File 333-107372 - Jul. 25) (BR. 04) S-4 MOBILE MINI INC, 7420 SOUTH KYRENE ROAD, SUITE #101, TEMPE, AZ, 85283, 480-894-6311 - 150,000,000 ($150,000,000.00) Debt Convertible into Equity, (File 333-107373 - Jul. 25) (BR. 06) S-3 STAKE TECHNOLOGY LTD, 2838 HWY 7, NORVAL ONTARIO, L0P 1K0 CANADA, A6, L0P 1K0, 9054551990 - 100,000,000 ($100,000,000.00) Equity, (File 333-107374 - Jul. 25) (BR. 04) S-8 NICOR INC, 1844 FERRY RD, NAPERVILLE, IL, 60563, 6303059500 - 250,000 ($8,972,500.00) Equity, (File 333-107375 - Jul. 25) (BR. 02) F-3 BUNGE LTD, 50 MAIN STREET, WHITE PLAINS, NY, 10606, 9146842800 - 0 ($13,457,000.00) Debt Convertible into Equity, (File 333-107376 - Jul. 25) (BR. 04) S-8 NICOR INC, 1844 FERRY RD, NAPERVILLE, IL, 60563, 6303059500 - 1,000,000 ($35,890,000.00) Equity, (File 333-107377 - Jul. 25) (BR. 02) F-3 NAM TAI ELECTRONICS INC, 116 MAIN STREET, 2ND FLOOR, ROAD TOWN, TORTOLA, D8, 00000, 85223410273 - 0 ($169,636,500.00) Equity, (File 333-107378 - Jul. 25) (BR. 36) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ----------------------------------------------------------------------------------- 4FORGOLF INC NV X X X X 07/25/03 AAIPHARMA INC DE X X 07/23/03 ADVANCE FINANCIAL BANCORP DE X X 07/24/03 ADVISORY BOARD CO DE X 07/24/03 AFC ENTERPRISES INC MN X X 07/23/03 AIRGAS INC DE X X 07/24/03 AJS BANCORP INC DE X X X X X X X X X 07/22/03 AKSYS LTD DE X X 07/25/03 ALASKA PACIFIC BANCSHARES INC AK X 06/30/03 ALDERWOODS GROUP INC DE X 07/24/03 ALEXANDER & BALDWIN INC HI X 07/24/03 ALLEGHENY ENERGY INC MD X X 07/25/03 ALLIANCE BANCORP OF NEW ENGLAND INC DE X X 07/25/03 AMEND ALLOY INC DE X X 07/24/03 AMBASSADORS INTERNATIONAL INC DE X 07/23/03 AMC ENTERTAINMENT INC DE X X 07/03/03 AMERICA WEST HOLDINGS CORP DE X X 07/24/03 AMERICAN COMMUNITY BANCSHARES INC NC X 07/24/03 AMERICAN WAGERING INC NV X 07/25/03 AMGEN INC DE X X 07/22/03 ANTHONY & SYLVAN POOLS CORP OH X X 07/24/03 APPLEBEES INTERNATIONAL INC DE X 07/25/03 APPLEBEES INTERNATIONAL INC DE X 07/25/03 APROPOS TECHNOLOGY INC X X 07/22/03 AT&T WIRELESS SERVICES INC DE X X 07/24/03 ATLANTIC BANCGROUP INC FL X 07/25/03 AUTONATION INC /FL DE X X 07/24/03 AVANIR PHARMACEUTICALS CA X X 07/23/03 AVX CORP DE X 06/30/03 BALDWIN & LYONS INC IN X 07/24/03 BANCSHARES OF FLORIDA INC FL X 07/24/03 BANCTRUST FINANCIAL GROUP INC AL X X 07/24/03 BARNESANDNOBLE COM INC DE X X 07/24/03 BAY VIEW SECURITIZATION CORP DE X 07/15/03 BAY VIEW SECURITIZATION CORP DE X 07/15/03 BELDEN INC DE X X 07/24/03 BELO CORP DE X X 07/25/03 BERKLEY W R CORP DE X X 07/23/03 BIOTRANSPLANT INC DE X X 07/16/03 BLYTH INC DE X 07/22/03 BMW VEHICLE LEASE TRUST 2000-A X 07/25/03 BMW VEHICLE OWNER TRUST 2001-A DE X 07/25/03 BMW VEHICLE OWNER TRUST 2002-A X 07/25/03 BMW VEHICLE OWNER TRUST 2003-A X 07/25/03 BRADLEY PHARMACEUTICALS INC DE X X 07/24/03 BRANDYWINE REALTY TRUST MD X X 07/24/03 BRITTON & KOONTZ CAPITAL CORP MS X X 07/24/03 BRYN MAWR BANK CORP PA X X 07/25/03 BUSINESS OBJECTS SA X X 07/18/03 BUTLER NATIONAL CORP DE X 07/25/03 CADENCE RESOURCES CORP UT X X 07/17/03 CALIPER TECHNOLOGIES CORP DE X X 07/14/03 CALLAWAY GOLF CO /CA DE X X 07/23/03 CAMBREX CORP DE X X 07/24/03 CAMCO FINANCIAL CORP DE X X 07/24/03 CARVER BANCORP INC DE X X 07/23/03 CASCADE NATURAL GAS CORP WA X X 07/18/03 CASH AMERICA INTERNATIONAL INC TX X 07/24/03 CAVALRY BANCORP INC TN X 06/30/03 CBL & ASSOCIATES PROPERTIES INC DE X 06/30/03 CCSB FINANCIAL CORP X X 07/25/03 CEDRIC KUSHNER PROMOTIONS INC DE X X 07/24/03 CENTER BANCORP INC NJ X X 07/24/03 CENTERSTATE BANKS OF FLORIDA INC FL X X 07/25/03 CENTRAL BANCORP INC /MA/ MA X X 07/24/03 CFS BANCORP INC DE X X 07/24/03 CHASE MANHATTAN AUTO OWNER TRUST 2003 DE X X 07/24/03 CHESAPEAKE CORP /VA/ VA X 06/29/03 CHESTERFIELD FINANCIAL CORP X X 07/22/03 CHESTERFIELD FINANCIAL CORP X X 07/24/03 CINERGY CORP DE X X 07/25/03 CINERGY CORP DE X X 07/25/03 CIPHERGEN BIOSYSTEMS INC DE X 07/24/03 CIRCOR INTERNATIONAL INC DE X X 07/24/03 CITIZENS SOUTH BANKING CORP DE X X 07/29/03 CLEARONE COMMUNICATIONS INC UT X 07/22/03 CLICK COMMERCE INC X X 07/25/03 CNB FINANCIAL CORP/PA PA X X 07/23/03 COCA COLA BOTTLING CO CONSOLIDATED /D DE X X 07/23/03 COEUR D ALENE MINES CORP ID X X 07/24/03 COHU INC DE X X 07/23/03 COLUMBIA LABORATORIES INC DE X 07/23/03 COMMERCE BANCSHARES INC /MO/ MO X X 07/25/03 COMMERCIAL NET LEASE REALTY INC MD X 07/24/03 COMMERCIAL NET LEASE REALTY INC MD X X 07/25/03 COMMUNITY BANCSHARES INC /DE/ DE X X 07/24/03 CONSOL ENERGY INC X X 07/24/03 CONSOLIDATED EDISON INC NY X X 07/22/03 COPPER MOUNTAIN NETWORKS INC DE X X 07/23/03 COREL CORP A6 X 07/25/03 CORPORATE EXECUTIVE BOARD CO DE X 07/23/03 CORRECTIONS CORP OF AMERICA MD X X 07/24/03 CORTS TRUST II FOR FORD NOTES DE X 07/16/03 COWLITZ BANCORPORATION WA X X 06/30/03 CRYSTAL DECISIONS INC DE X X 07/18/03 CSS INDUSTRIES INC DE X X 07/24/03 CSX CORP VA X X 07/24/03 CUMMINS INC IN X X 07/25/03 CURAGEN CORP DE X 07/24/03 DCAP GROUP INC/ DE X 05/28/03 AMEND DELPHI CORP DE X X 07/22/03 DELTA AIR LINES INC /DE/ DE X X 07/23/03 DEUTSCHE ALT-A SECURITIES INC X X 07/16/03 DIAMOND HILL INVESTMENT GROUP INC OH X 07/22/03 DIGITAL WORLD CUP INC X X 06/23/03 DYNTEK INC DE X X 07/25/03 EDIETS COM INC DE X X 07/24/03 ENERGY EAST CORP NY X 07/25/03 EPLUS INC DE X 07/24/03 ESSENTIAL THERAPEUTICS INC CA X X 07/18/03 EXPEDITORS INTERNATIONAL OF WASHINGTO WA X 07/24/03 EXTREME NETWORKS INC DE X X 07/18/03 FEDERAL TRUST CORP FL X 07/25/03 FIRST CANADIAN AMERICAN HOLDING CORP DE X X X 07/23/03 FIRST CHESTER COUNTY CORP PA X 06/30/03 FIRST COMMUNITY BANCORP /CA/ CA X X 07/23/03 FIRST COMMUNITY BANK CORP OF AMERICA FL X 07/24/03 FIRST FINANCIAL CORP /IN/ IN X X 07/24/03 FIRST FINANCIAL HOLDINGS INC /DE/ DE X 07/25/03 FIRST OTTAWA BANCSHARES INC DE X X 07/25/03 FIRST YEARS INC MA X X 07/25/03 FIRSTENERGY CORP OH X X 07/25/03 FLAG TELECOM GROUP LTD X X 07/25/03 FNB CORP \VA\ VA X 06/30/03 FPL GROUP INC FL X X 07/25/03 FREEPORT MCMORAN COPPER & GOLD INC DE X 07/24/03 FRONTIER FINANCIAL CORP /WA/ WA X X 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