SEC NEWS DIGEST Issue 2002-53 March 19, 2002 COMMISSION ANNOUNCEMENTS SEC ANNOUNCES REPORTING REQUIREMENTS FOR COMPANIES AUDITED BY ANDERSEN LLP On March 18, the Commission released the orders and rules it announced on March 14, 2002. The Commission issued these orders and rules to assure a continuing and orderly flow of information to investors and the U.S. capital markets in light of the indictment of Arthur Andersen LLP. "We are committed to ensuring that investors continue to receive the timely financial information to which they are entitled," said SEC Chairman Harvey L. Pitt. "The Commission believes that the actions it is taking will address any issues that might arise from Andersen's indictment. Any potential disruptions are anticipated to be minimal and of relatively short duration. If other actions are needed, the Commission will take further appropriate steps." As announced last week, the Commission has been assured by Andersen that it will continue to audit financial statements in accordance with generally accepted auditing standards (GAAS) and applicable professional and firm auditing standards, including quality control standards. Andersen has also told the Commission that if it becomes unable to continue to provide those assurances, it will advise the Commission immediately. Issuers for which Andersen issues signed audit reports after March 14, 2002, must obtain from Andersen similar representations and generally must set forth those representations in their filings. Under those procedures, the Commission will continue to accept financial statements audited by Andersen in filings. The orders and rules released today also establish a framework for Andersen clients that are unable to obtain from Andersen or elect not to obtain from Andersen a signed report on audits that are currently in process. As to those issuers, the Commission will require adherence to existing filing deadlines, but will accept filings that include unaudited financial statements from any issuer unable timely to provide audited financial statements. Issuers electing this alternative generally will be required to amend their filings within 60 days to include audited financial statements. This alternative framework is procedural in nature, is of finite duration, and is intended solely to address timing constraints and temporary disruptions that the affected issuers may face. The Commission is permitting affected issuers to file annual reports, certain registration statements, and certain other filings by the original due date with unaudited financial statements, so long as they file, within 60 days after the original due date, amended filings containing audited financial statements. For affected issuers that are registrants under the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, the relief that the Commission's actions provide includes the following: * extensions of time to file audited financial statements required in annual reports and certain other reports filed with the Commission; * extensions of time to make audited financial statements available to shareholders; * extensions of time to obtain reviews of financial statements for quarterly reports; and * extensions of time, for companies that are already reporting to the Commission, to include required audited financial statements in registration statements. In addition, affected issuers will be able to satisfy filing requirements for tender offers under the Williams Act, acquisition proxy statements, employee benefit plans, financial statements of unconsolidated subsidiaries and guarantors and transactions, and to comply with the conditions of Rule 144, Rule 144A, Rule 701, or Regulation D, by filing unaudited financial statements by the original due date, so long as audited financial statements are filed within 60 days after the original due date. The Commission continues to emphasize that companies should make their own independent decisions regarding completion of current audits and reviews and that these actions are intended only to provide neutral flexibility for companies as they make those decisions. Consistent with this approach, the Commission's actions do not apply to signed audit reports by Andersen issued on or before March 14, 2002. The Commission has also determined that it is not necessary or appropriate to make this alternative framework available in the case of initial public offerings, initial registrations under the Exchange Act, going-private transactions or roll-up transactions. The alternative framework is also unavailable with respect to filings or transactions by any "blank check companies." The Commission determined that it is in the public interest to make its actions effective upon publication of the Commission's orders and rules. For more detail concerning these actions, please contact the Commission, as indicated below. * Investors with questions can call a special hotline maintained by the Commission's Office of Investor Education at 1-800-SEC-0330 or e-mail the office at help@sec.gov. * Issuers with questions regarding Securities Act or Exchange Act filings, please call the Division of Corporation Finance's hotline at 202-942-2816 or e-mail the Division at cfhotline@sec.gov. * Auditors with transition questions may call the Office of the Chief Accountant at 202-942-4400 or e-mail the office at oca@sec.gov. * For questions regarding broker-dealers, self-regulatory organizations, and transfer agents, please call the Division of Market Regulation's hotline at 202-942-0069 or e-mail the Division at marketreg@sec.gov. * For questions regarding investment companies, investment advisers or public utility holding companies, please call the Division of Investment Management's hotline at 202-942-0590 or e-mail the Division at IMOCA@sec.gov. (Press Rel. 2002-39; Rels. 33-8070; 34-45589; 34-45590; 35-27502; 35-27503; 39-2395; IA-2017; IA-2018; IC-25463; IC-25464) SEC ANNOUNCES FINAL PLANS FOR COMPLETING REVIEWS OF AUDITOR INDEPENDENCE SYSTEMS AND CONTROLS The Commission today announced final plans for completing reviews of the design, implementation and operating effectiveness of each of the five largest independent auditing firm's systems for assuring compliance with the independence rules. Originally, these reviews were to be performed or overseen by the Public Oversight Board (POB) and its staff; however, the POB has announced its intention to terminate its existence by March 31, 2002. Subsequent to March 31, the staff of the POB will continue to carry out its oversight functions under an agreement with the SEC and the Executive Committee of the SEC Practice Section of the American Institute of CPAs. The staff will be known as the Transition Oversight Staff (TOS) and be led by its executive director, Jerry D. Sullivan. The TOS will assume responsibility for conducting and reporting on the review of the firms' independence systems. The TOS will engage independence experts, including experts from the firms' peer reviewers, to perform operating effectiveness tests pursuant to the TOS work programs. The TOS will define and supervise the work performed by the experts. To assure the public of the thoroughness of the reviews and the completeness and fairness of the TOS's public report, the SEC has agreed to the appointment of Donald J. Kirk, former vice chairman of the POB and a former chairman of the Financial Accounting Standards Board, as an independent party to oversee and issue a public report. Kirk will report whether the process followed by the TOS in conducting the reviews was properly defined and performed and whether the reviews have been appropriately assessed and reported by the TOS. "I am delighted that Don Kirk has agreed to perform this role," said SEC Chairman Harvey L. Pitt. "Don brings exceptional, in-depth knowledge and expertise to this task and we look forward to working with him to complete this important project." The TOS report will include, among other matters: * A description of the scope and methodology of the work performed; * An evaluation of whether the firms' independence systems provide reasonable assurance that the firms comply with the independence rules; * Recommendations for remedying any deficiencies in those systems; and * Recommendations to standard setters based on the "best practices" observed during the reviews. Preparation for these reviews will commence immediately and final reports are expected to be issued no later than Oct. 31, 2002. Contacts: John Morrissey, Deputy Chief Accountant (202) 942-4400 Robert Burns, Chief Counsel to the Chief Accountant (202) 942-4400 (Press Rel. 2002-40) COMMISSION MEETINGS ADDITIONAL CLOSED MEETING - FRIDAY, MARCH 22, 2002 - 11:00 A.M. The subject matter of the closed meeting scheduled for Friday, March 22, will be: Formal order of private investigation; Institution and settlement of injunctive actions; and Institution and settlement of administrative proceedings of an enforcement nature. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070. ENFORCEMENT PROCEEDINGS IN THE MATTER OF RICHMARK CAPITAL CORPORATION AND DOYLE MARK WHITE On March 18, an administrative law judge issued an Initial Decision In the Matter of RichMark Capital Corporation and Doyle Mark White. The administrative law judge determined that Respondents violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder by omitting material information to RichMark Capital Corporation customers in connection with PCC Group, Inc. stock. The Respondents were ordered to cease and desist, disgorge ill-gotten gains, and pay civil money penalties. Respondent RichMark Capital Corporation's registration was suspended for a period of ninety days, and Respondent Doyle Mark White was suspended from association with any broker or dealer for a period of ninety days. (Initial Decision Rel. 201; File No. 3-9954) IN THE MATTER OF FRANK FASANO AND ARTHUR BAHLAV On March 18, the Commission issued Orders Making Findings and Imposing Remedial Sanctions as to respondents Frank J. Fasano and Arthur Bruce Bahlav. Fasano and Bahlav are former owners of SFI Investments, Inc. (SFI), a now defunct broker-dealer that was registered with the Commission from 1988 until October 1997. The Commission found that Fasano was convicted on February 26, 1999 of conspiracy to commit securities fraud (United States v. Arthur Bruce Bahlav and Frank J. Fasano, No. 98 CR 135 (ERK)(E.D.N.Y.)), and on December 6, 2000 was enjoined from violating 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 (SEC v. Arthur Bruce Bahlav and Frank J. Fasano, 99 Civ. 11772 (SWK)(S.D.N.Y.)). The Commission also found that on August 16, 1999 Bahlav was convicted of mail fraud, securities fraud and conspiracy (United States v. Arthur Bruce Bahlav and Frank J. Fasano, No. 98 CR 135 (ERK)(E.D.N.Y.)), and on December 6, 2000 was enjoined from violating Section 17(a) of the Securities Act, and Section 10(b) of the Exchange Act and Rule 10b-5 (SEC v. Arthur Bruce Bahlav and Frank J. Fasano, 99 Civ. 11772 (SWK)(S.D.N.Y.)). Both the criminal and civil actions were based on allegations that, from May 1992 through June 1995, Fasano and Bahlav defrauded 24 SFI clients of more than $1.5 million by making material misrepresentations in connection with investments in unsecured promissory notes. Based on the foregoing, the Commission barred Fasano and Bahlav from association with any broker or dealer. Fasano and Bahlav consented to the relief. (Fasano - Rel. 34-45582; Bahlav - Rel. 34-45583, File No. 3-10510) FORMER HBO & COMPANY SENIOR VICE PRESIDENT OF FINANCE, CFO, AND ACCOUNTING VICE PRESIDENT TEMPORARILY SUSPENDED FROM PRACTICE UNDER RULE 102(e) FOR ROLES IN FINANCIAL FRAUD On March 18, the Commission instituted, and simultaneously settled, administrative proceedings against the following three former high-level employees at HBO & Company (HBOC), later McKesson HBOC, Inc.: Timothy Heyerdahl, a certified public accountant and HBOC's former Senior Vice President of Finance; David Held, a certified public accountant and HBOC's former Chief Financial Officer; and Elaine Decker, formerly a certified public accountant and former Manager of Contract Accounting at HBOC. Held and Decker consented, without admitting or denying the Commission's findings, to a Commission order suspending them from the appearing or practicing before the Commission as an accountant, with a right to reapply after three years. Heyerdahl consented, without admitting or denying the Commission's findings, to a Commission order suspending him from appearing or practicing before the Commission as an accountant, with a right to reapply after five years. The administrative proceedings were based on a federal court injunction entered against each on October 2, 2001. The Commission's complaint in the injunctive action alleged that Heyerdahl, Held, and Decker participated in varying degrees in a financial reporting fraud scheme at HBOC that began in 1997 and continued until April 1999, which was several months after McKesson Corporation's acquisition of HBOC. (In the Matter of Timothy S. Heyerdahl, CPA - Rel. 34-45586; AAE Rel. 1522; File No. 3-10725; In the Matter of David Held, CPA - Rel. 34-45587; AAE Rel. 1523; File No. 3-10726; In the Matter of Elaine A. Decker, CPA - Rel. 34-45588; AAE Rel. 1524; File No. 3-10727) FEDERAL COURT IN CLEVELAND GRANTS PRELIMINARY INJUNCTION AGAINST FORMER LEHMAN BROS. BRANCH MANAGER, FRANK GRUTTADAURIA The Commission announced today that on March 11 Judge Patricia A. Gaughan of the federal district court for the Northern District of Ohio granted the Commission's motion for a preliminary injunction against Frank D. Gruttadauria, formerly the branch manager for the Cleveland Ohio office of Lehman Bros. Inc. On February 21, 2002, the Commission filed a complaint charging Gruttadauria and two entities controlled by him, DH Strategic Partners, Inc. and JYM Trading Trust, with securities fraud. On February 26, 2002, Judge Gaughan had granted the Commission's motion for a temporary restraining order against Gruttadauria and froze his assets. Gruttadauria, who is in federal custody awaiting criminal charges, waived an appearance at the March 11 hearing and did not contest the entry of a preliminary injunction. The court also continued the freeze on Gruttadauria's assets. The Commission's complaint alleges that over at least the last six years, while he worked at Lehman Brothers, Inc. and SG Cowen Securities Corporation, Gruttadauria, 44, of Gates Mills Ohio, stole at least $40 million in the course of defrauding more than 50 clients. Gruttadauria falsely told customers that he had bought or sold securities for their accounts, when, in fact, he had misappropriated their funds for his own purposes. He also materially misrepresented the value of and the positions held in customer accounts, often falsely telling customers that their accounts contained a wide variety of holdings worth millions of dollars. In some instances, Gruttadauria induced customers to give him funds by claiming that he had opened accounts for them when, in fact, no account ever existed for the client and he simply misappropriated the funds. The complaint also alleged that Gruttadauria misappropriated funds from customers and directed the funds to other customers either as purported returns on non-existent investments or to satisfy withdrawal requests from accounts as to which Gruttadauria had deceived the account holders into believing that they had sufficient funds to make transfers. The complaint further alleges that, to conceal his fraud, Gruttadauria created and sent defrauded customers unauthorized and falsified account statements that greatly overstated the value of the customers' accounts, reflected holdings that did not exist and securities transactions that had never occurred, and failed to disclose the unauthorized withdrawals from the accounts. The most recent false account statements for the accounts of at least 50 of Gruttadauria's customers reflected an aggregate value of about $278 million, whereas the actual value of accounts held for these customers at Lehman Brothers was about $1.8 million. Without the knowledge or authorization of these customers, Gruttadauria caused their actual brokerage account statements to be sent to entities or post office boxes under his control. The Commission's complaint charged Gruttadauria, DH Strategic Partners, Inc. and JYM Trading Trust with violations of the antifraud provisions of the federal securities laws; Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b- 5. The complaint also named as relief defendants Sarah Z. Emamy, a resident of Gates Mills, Ohio, Laurene U. English, Gruttadauria's former sales assistant, and Charlie Whiskey, LLC, a limited liability company of which Gruttadauria is a 50% owner, and which owns a Lear Jet. The complaint alleged that the Gruttadauria unjustly enriched the relief defendants by transferring to them over $3.4 million in money and assets derived from his illegal conduct. Judge Gaughan's order permits the sale of the Lear Jet, but requires the deposit of the proceeds into escrow pending a final judgment on the Commission's complaint. The Commission thanks the New York Stock Exchange for its assistance in this matter. The Commission's investigation is continuing. [SEC v. Frank D. Gruttadauria, DH Strategic Partners, Inc., JYM Trading Trust, Defendants, and Sarah Z. Emamy, Charlie Whiskey, LLC, And Laurene U. English, Relief Defendants, Civil Action No. 1:02CV324 (Judge Gaughan)] (LR-17418) SEC OBTAINS TEMPORARY RESTRAINING ORDER AND ASSET FREEZE AGAINST ANAMAR COMMUNICATIONS, INC. AND BRETT MALLORY IN CONNECTION WITH ALLEGED FRAUDULENT STOCK OFFERING The Commission announced today the entry of an ex parte temporary restraining order and asset freeze by the federal district court in Massachusetts against Anamar Communications, Inc., and its president and CEO, Brett R. Mallory, 41, of Boston, Massachusetts. The court granted the emergency relief against Mallory and Anamar on March 15, based on the Commission's allegations in its complaint, filed the same day, that Mallory fraudulently offered and sold shares of Anamar stock, via the Internet and other means, to investors in at least four states. The Commission alleged in its papers that, since August 2001, Mallory has raised at least $130,000 from at least 14 investors in Massachusetts, Ohio, Virginia and California, promising them they would double their money in as little as 90 days without risk. Mallory falsely promised investors Verizon Communications, Inc. would buy the company by the end of 2001. According to the Commission, several investors borrowed money from family members or high interest credit cards to invest, and some invested substantial portions of their life savings. According to the Commission's complaint, Mallory falsely told investors that, if they purchased Anamar stock at five cents per share, they would double their money in as little as 90 days because Verizon had agreed to purchase the company for ten cents per share by December 31, 2001. Mallory also falsely told investors their investments would be risk-free because Verizon had agreed to pay Anamar an opt-out fee if the deal fell through. According to the Commission, however, Verizon never offered or agreed to purchase Anamar, and investors have been unable to recover any of their investments. The Commission alleges that Mallory offered additional shares of Anamar for sale in January 2002, falsely telling investors the Verizon transaction had closed, and that he had a meeting scheduled with Bill Gates of Microsoft Corporation. According to the Commission, Mallory continues to solicit investments via Anamar's Internet web site. The web site has a direct link to an online payment service that allows investors to purchase Anamar stock with a credit card. The Commission alleged in its complaint that Anamar and Mallory violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b-5 thereunder. It obtained entry of an order temporarily restraining Anamar and Mallory from directly or indirectly continuing to violate the federal securities laws, an asset freeze, an accounting of investor proceeds, and prohibitions against the destruction or alteration of documents. A hearing on the Commission's request for a preliminary injunction has been set for April 1, 2002. The Commission coordinated its investigation with the Massachusetts Securities Division in the Office of the Secretary of State of the Commonwealth of Massachusetts. On March 18, the Massachusetts Securities Division filed an administrative complaint against Mallory charging him with fraud in the sale of unregistered securities. [SEC v. Anamar Communications, Inc. and Brett Mallory, United States District Court for the District of Massachusetts, C.A. No. 02-10471DPW] (LR- 17419) FEDERAL JUDGE ENJOINS CORAL SPRINGS BROKER-DEALER WHICH RAISED OVER $2.7 MILLION IN CONNECTION WITH ALLEGED FRAUDULENT SECURITIES OFFERING The Commission announced that on March 14 it filed an emergency federal civil action against Discovery Capital Group, Inc., a broker-dealer registered with the Commission since 1992, Mark Walsh, the Company's CEO, and John Abresch, the Company's vice president and director of institutional sales (collectively, defendants). On the next day, the Honorable Paul T. Huck, United States District Judge for the Southern District of Florida, entered, among other things, a temporary restraining order and an asset freeze to halt the alleged on-going offering of securities by Discovery Capital, Walsh and Abresch. The Court also entered an order appointing a Receiver over Discovery Capital. The complaint, alleges the following: since at least June 2001 through the present, Discovery Capital has raised at least $2.7 million from investors in the U.S. and abroad through the sale of securities in the form of promissory notes and preferred stock. Using high pressure, "boiler-room" tactics, sales agents employed by Discovery Capital falsely tell prospective investors, among other things, that Discovery Capital is affiliated with the well-known brokerage firm, E.F. Hutton, has "partnered" with major banks, or is poised to "go public" through an initial public offering (IPO). In reality, Discovery Capital is a registered broker-dealer with minimal legitimate business activities - its primary business activity since November 2001 has been to raise investor funds for the benefit of its principals and sales agents, including over $500,000 to Defendant John Abresch. In addition to paying themselves lucrative salaries and commissions, Defendants have failed to record on the books and records of Discovery Capital at least $1.3 million worth of loans, placing Discovery Capital in violation of net capital rules under the securities laws and, thereby, placing its brokerage customers at risk. The Complaint also alleges that Walsh misappropriated at least $130,000 of the money raised from investors by improperly crediting those funds in Discovery Capital's books and records as his own capital contributions. As a result, the Commission alleges that Discovery Capital, Walsh and Abresch with violations of Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder; and Discovery Capital with additionally violating Sections 15(c) and 17(a) of the Exchange Act and Rules 15c1-2, 15c3-1, 17a-3, 17a- 4, 17a-5 and 17a-11 thereunder. The SEC is also seeking in its lawsuit preliminary and permanent injunctions, disgorgement of ill-gotten profits and a civil money penalty against all defendants. [SEC v. Discovery Capital Group, Mark Walsh, and John Abresch, Case No. 02-60363- CIV-HUCK, S.D. Fla.] (LR-17420) INVESTMENT COMPANY ACT RELEASES DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC., ET AL. A notice has been issued giving interested persons until April 12, 2002, to request a hearing on an application filed by Delaware Investments Dividend and Income Fund, Inc., et al. for an order under Section 6(c) of the Investment Company Act granting an exemption from Section 19(b) of the Act and Rule 19b-1 under the Act. The order would permit certain registered closed-end management investment companies to make up to twelve distributions of long-term capital gains in any one taxable year, so long as they maintain in effect their distribution policies with respect to their common stock calling for fixed monthly distributions. (Rel. IC-25465 - March 18) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE The National Securities Clearing Corporation filed a proposed rule change (SR-NSCC-2001-17) under Section 19(b)(3)(A) of the Securities Exchange Act. The proposed rule change, which became effective upon filing, revises NSCC's fee schedule. Publication of the proposal is expected in the Federal Register during the week of March 18. (Rel. 34- 45559) APPROVAL OF PROPOSED RULE CHANGES The Commission granted approval to a proposed rule change filed by the MBS Clearing Corporation (SR-MBSCC-2001-02) that allows MBSCC to implement a real-time trade matching service. Publication of the proposal is expected in the Federal Register during the week of March 18. (Rel. 34-45563) The Commission approved a proposed rule change submitted by the American Stock Exchange to adopt sanctioning guidelines for violations of the Exchange's order handling rules (SR-Amex-2001-68). (Rel. 34-45566) The Commission approved a proposed rule change submitted by the Pacific Exchange to adopt new sanctioning guidelines for enforcing compliance with the Exchange's options order handling rules. (SR-PCX-2001-23). (Rel. 34-45567) The Commission approved a proposed rule change, as amended by Amendment No. 1 thereto, by the Philadelphia Stock Exchange to adopt sanctioning guidelines for violations of the Exchange's order handling rules (SR- Phlx-2001-60). (Rel. 34-45569) The Commission approved a proposed rule change and Amendment Nos. 1 and 2 thereto submitted by the Philadelphia Stock Exchange (SR-Phlx-2001-25) adopting rules relating to the Exchange's Auto-Quote System. (Rel. 34- 45575) The Commission approved a proposed rule submitted by the Chicago Board Options Exchange (SR-CBOE-2001-64) relating to AutoQuote parameters. (Rel. 34-34-45577) The Commission approved a proposed rule change filed by the Pacific Exchange (SR-PCX-2001-50) relating to collective actions by options market makers. (Rel. 34-45578) PROPOSED RULE CHANGES The International Securities Exchange filed a proposed rule change and Amendment Nos. 1 and 2 thereto (SR-ISE-2001-32) to increase the minimum quote size for certain option classes. Publication of the proposal is expected in the Federal Register during the week of March 18. (Rel. 34- 45568) The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx- 2002-18) to make permanent a PACE automatic price improvement pilot program and a PACE order execution and price protection pilot program. Publication of the notice in the Federal Register is expected during the week of March 18. (Rel. 34-45580) The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx- 2002-05) to eliminate references to fractional pricing. Publication of the proposal is expected in the Federal Register during the week of March 18. (Rel. 34-45581) The Chicago Stock Exchange filed a proposed rule change (SR-CHX-2002-05) to make permanent its pilot rule changes relating to decimal pricing. Publication of the proposal is expected in the Federal Register during the week of March 18. (Rel. 34-45584) The Chicago Stock Exchange filed a proposed rule change (SR-CHX-2002-06) confirming changes arising from the securities industry transition to a decimal pricing environment. Publication of the proposal is expected in the Federal Register during the week of March 18. (Rel. 34-45585) ACCELERATED APPROVAL OF PROPOSED RULE CHANGES The Commission granted accelerated approval to a proposed rule change and issued notice of filing and order granting accelerated approval of Amendment No. 1 thereto submitted by the Philadelphia Stock Exchange relating to aggregation of individual violations of exchange order handling rules and Option Floor Procedure Advices (SR-Phlx-2001-114). (Rel. 34-45570) The Commission granted accelerated approval to a proposed rule change and issued notice of filing and order granting accelerated approval to Amendment No. 1 thereto submitted by the Chicago Board Options Exchange to incorporate certain principal considerations in determining sanctions and to incorporate in the Exchange's Minor Rule Violation Plan violations of the Exchange's order handling rules (SR-CBOE-2001-71). (Rel. 34-45571) The Commission granted partial accelerated approval of a proposed rule change, and Amendment Nos. 1 and 2 thereto, and issued notice of filing and granted partial accelerated approval to Amendment No. 3 thereto submitted by the American Stock Exchange (SR-Amex-2001-76) relating to obligations of specialists and registered options traders. (Rel. 34- 45576) 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 ADVISORY BOARD CO, 600 NEW HAMPSHIRE AVENUE N.W., WASHINGTON, DC, 20037, 0 ($373,838,031.00) Equity, (File 333-84422 - Mar. 18) (BR. 08) S-8 HYDRO ENVIRONMENTAL RESOURCES INC, 8908 SOUTH YALE AVE #409, TULSA, OK, 74137, 9184810167 - 3,600,000 ($180,000.00) Equity, (File 333-84424 - Mar. 18) (BR. 02) S-8 PUGET ENERGY INC /WA, 411 108TH AVENUE N E 3RD FLOOR, BELLEVUE, WA, 980045515, 4254623202 - 0 ($5,852,600.00) Equity, (File 333-84426 - Mar. 18) (BR. 02) S-4 IDENTIX INC, 510 N PASTORIA AVE, SUNNYVALE, CA, 94086, 4087312000 - 0 ($419,611,682.36) Equity, (File 333-84428 - Mar. 18) (BR. 03) S-3 HARMONIC INC, 549 BALTIC WAY, SUNNYVALE, CA, 94089, 4085422500 - 0 ($150,000,000.00) Other, (File 333-84430 - Mar. 18) (BR. 37) S-8 GLOBAL SPORTS & ENTERTAINMENT INC/, 5092 S JONES BLVD, LAS VEGAS, NV, 89118, 9786892080 - 1,000,000 ($700,000.00) Equity, (File 333-84432 - Mar. 18) (BR. 01) S-3 RIGHT START INC /CA, 26610 AGOURA RD, STE 250, CALABASAS, CA, 91302, 8187077100 - 0 ($71,385,377.00) Equity, (File 333-84438 - Mar. 18) (BR. 02) S-8 RUBIOS RESTAURANTS INC, 1902 WRIGHT PL, STE 300, CARLSBAD, CA, 92008, 7609298226 - 0 ($4,387,672.00) Equity, (File 333-84440 - Mar. 18) (BR. 05) S-3 EVERGREEN RESOURCES INC, 1401 17TH ST SUITE 1200, DENVER, CO, 80202, 3032988100 - 0 ($107,125,000.00) Debt Convertible into Equity, (File 333-84442 - Mar. 18) (BR. 04) S-8 TETRA TECHNOLOGIES INC, 25025 I-45N, THE WOODLANDS, TX, 77380, 2813671983 - 0 ($2,032,742.00) Equity, (File 333-84444 - Mar. 18) (BR. 02) S-3 EXELON CORP, 10 S DEARBORN ST 37TH FLR, PO BOX A-3005, CHICAGO, IL, 60690-3005, 3123947399 - 0 ($180,932,500.00) Equity, (File 333-84446 - Mar. 18) (BR. 02) S-8 RRUN VENTURES NETWORK INC, 4TH FLOOR 62 W 8TH AVENU, VANCOUVER, BRITISH COLUMBIA CN, A1, 6046826541 - 5,000,000 ($1,000,000.00) Equity, (File 333-84448 - Mar. 18) (BR. 09) S-20 OPTIONS CLEARING CORP, 440 S LASALLE ST 39TH FL, CHICAGO, IL, 60605, 3123226200 - 0 ($180,000,000.00) Other, (File 333-84450 - Mar. 18) (BR. 08) S-1 ADVANTAGE PAYROLL SERVICES INC, 126 MERROW ROAD, AUBURN, ME, 04211, 2077840178 - 0 ($143,750,000.00) Equity, (File 333-84452 - Mar. 18) (BR. ) S-4 BAXTER INTERNATIONAL INC, ONE BAXTER PKWY, DF2-2W, DEERFIELD, IL, 60015, 8479482212 - 0 ($174,222,345.00) Equity, (File 333-84454 - Mar. 18) (BR. 36) S-3 MERRILL LYNCH MORTGAGE INVESTORS INC, 4LD FINANCIAL CENTER FLOOR 10, NEW YORK, NY, 10281-1310, 2124491000 - 0 ($10,000,000.00) Debt Convertible into Equity, (File 333-84456 - Mar. 18) (BR. 05) S-3 DEUTSCHE FLOORPLAN RECEIVABLES L P, C/O WILMINGTON TRUST COMPANY, 520 MADISON AVENUE - 33RD FLOOR, NEW YORK, NY, 10022, 3145233000 - 0 ($1,000,000.00) Asset-Backed Securities, (File 333-84458 - Mar. 18) (BR. 05) S-8 VITESSE SEMICONDUCTOR CORP, 741 CALLE PLANO, CAMARILLO, CA, 93012, 8053883700 - 7,500,000 ($64,425,000.00) Other, (File 333-84460 - Mar. 18) (BR. 36) S-3 GENERAL ELECTRIC CAPITAL CORP, 260 LONG RIDGE RD, STAMFORD, CT, 06927, 2033574000 - 0 ($50,000,000,000.00) Unallocated (Universal) Shelf, (File 333-84462 - Mar. 18) (BR. 07) SB-2 MAD MARKETING INC, 207 9TH AVENUE NW, MANDAN, ND, 58554, 7016635198 - 0 ($500,000.00) Equity, (File 333-84464 - Mar. 18) (BR. ) S-8 VITALWORKS INC, 239 ETHAN ALLEN HIGHWAY, RIDGEFIELD, CT, 06877, 2038941300 - 0 ($1,041,750.00) Equity, (File 333-84468 - Mar. 18) (BR. 03) SB-2 MARKETCENTRAL NET CORP, 6401 SOUTH BOSTON STREET, SUITE Q205, ENGLEWOOD, C0, 80111, 7204899041 - 19,898,673 ($3,183,787.00) Equity, (File 333-84470 - Mar. 18) (BR. 09) S-4 HEC HOLDINGS INC, 200 NORTH SEPULVEDA BLVD, EL SEGUNDO, CA, 90245-0956, 0 ($24,887,821,580.00) Equity, (File 333-84472 - Mar. 18) (BR. ) S-4 PETCO ANIMAL SUPPLIES INC, 9125 REHCO RD, SAN DIEGO, CA, 92121, 6194537845 - 0 ($200,000,000.00) Non-Convertible Debt, (File 333-84474 - Mar. 18) (BR. 02) S-8 CAMTEK LTD, INDUSTRIAL ZONE PO BOX 631, MIGDAL HAEMEK 011-972-6-644-0521, ISRAEL 10556, L3, 00000, 0 ($1,090,000.00) Equity, (File 333-84476 - Mar. 18) (BR. 36) S-8 POLARIS INDUSTRIES INC/MN, 2100 HIGHWAY 55, MEDINA, MN, 55340, 6125420500 - 0 ($146,970,000.00) Equity, (File 333-84478 - Mar. 18) (BR. 05) S-8 JOHNSON OUTDOORS INC, 1326 WILLOW RD, STURTEVANT, WI, 53177, 4148841500 - 50,000 ($496,500.00) Equity, (File 333-84480 - Mar. 18) (BR. 05) S-1 ANACOMP INC, 12365 CROSTHWAITE CIRCLE, POWAY, CA, 92064, 8586799797 - 0 ($58,074,949.00) Equity, (File 333-84482 - Mar. 18) (BR. 36) SB-2 AMERICAN COMMUNITY BANCSHARES INC, 2593 WEST ROOSEVELT BOULEVARD, MONROE, NC, 28111-0418, 7042258444 - 0 ($10,000,000.00) Equity, (File 333-84484 - Mar. 18) (BR. 07) S-4 LAND O LAKES INC, 4001 LEXINGTON AVENUE N, ARDEN HILLS, MN, 55126, 6124812020 - 0 ($350,000,000.00) Non-Convertible Debt, (File 333-84486 - Mar. 18) (BR. ) 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 ------------------------------------------------------------------------------------ ADVANCED ENVIRONMENTAL RECYCLING TECH DE X X 03/04/02 AMEND AEROVOX INC DE X X 02/27/02 ALEC BRADLEY CIGAR CORP/FL FL X X 03/11/02 ALLIED PRODUCTS CORP /DE/ DE X X 02/01/02 ALPHANET SOLUTIONS INC NJ X X 03/18/02 AMC ENTERTAINMENT INC DE X X 03/28/02 AMERICAN BUSINESS FINANCIAL SERVICES DE X X 02/15/02 AMEXDRUG CORP CA X X 03/11/02 AMEXDRUG CORP CA X X X 12/31/01 AMEND APHTON CORP DE X 03/18/02 APHTON CORP DE X X 03/18/02 APTIMUS INC WA X X 03/18/02 AQUA CLARA BOTTLING & DISTRIBUTION IN CO X 03/15/02 ARCH COAL INC DE X 03/18/02 ARGEN CORP DE X X X 03/05/02 ASIAN STAR DEVELOPMENT INC /NV NV X X 03/14/02 ASPEN GROUP RESOURCES CORP A6 X X 01/01/02 AMEND ASSET BACKED SECURITIES CORP HOME EQU DE X X 08/15/01 ASSET BACKED SECURITIES CORP HOME EQU DE X X 09/17/01 ASSET BACKED SECURITIES CORP HOME EQU DE X X 10/15/01 ASSET BACKED SECURITIES CORP HOME EQU DE X X 11/15/01 ASSET BACKED SECURITIES CORP HOME EQU DE X X 12/17/01 AUTOLEND GROUP INC DE X X 01/28/02 AMEND AVAYA INC DE X X 03/15/02 BANYAN CORP /OR/ OR X X 03/07/02 BANYAN STRATEGIC REALTY TRUST MA X X 03/15/02 BELDEN & BLAKE CORP /OH/ OH X 03/08/02 BETHLEHEM STEEL CORP /DE/ DE X 03/18/02 CANAAN ENERGY CORP OK X X 03/18/02 CAPITAL ONE AUTO FINANCE TRUST 2001-B DE X 03/12/02 AMEND CARRAMERICA REALTY CORP MD X 03/13/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 12/31/01 CATERPILLAR FINANCIAL FUNDING CORP NV X 12/31/01 CEMTECH INDUSTRIS LTD X X 03/14/02 CHALONE WINE GROUP LTD CA X 03/14/02 CHASE MORTGAGE FINANCE CORP DE X X 03/18/02 CHELL GROUP CORP NY X X 03/15/02 CHESAPEAKE ENERGY CORP OK X 03/15/02 COLUMBIA BANKING SYSTEM INC WA X X 03/11/02 COMFORT SYSTEMS USA INC DE X X 03/01/02 COMMONWEALTH BANCORP INC PA X X 01/15/02 AMEND CONNECTIV CORP DE X X 03/05/02 CONSECO INC IN X X 03/18/02 CORPAS INVESTMENTS INC FL X X X 03/18/02 CORPORATE VISION INC OK X 03/13/02 CP LTD PARTNERSHIP MD X X 02/27/02 CTB INTERNATIONAL CORP DE X 03/18/02 CTC COMMUNICATIONS GROUP INC DE X 03/15/02 DATIGEN COM INC UT X X 01/02/02 AMEND DELTA PETROLEUM CORP/CO CO X X X 03/01/02 DIGITAL CREATIVE DEVELOPMENT CORP UT X X X 02/28/02 DOE RUN RESOURCES CORP NY X X 03/15/02 DOMINION RESOURCES INC /VA/ VA X X 03/13/02 DUSA PHARMACEUTICALS INC NJ X X 03/18/02 EAGLE BUILDING TECHNOLOGIES INC NV X 03/01/02 EONNET MEDIA INC FL X X 03/12/02 EPIX MEDICAL INC X X 03/18/02 EQUITY MARKETING INC DE X 03/18/02 FIBERNET TELECOM GROUP INC\ DE X X 03/15/02 FIRST SOUTHERN BANCSHARES INC/DE DE X X 03/14/02 FIRSTENERGY CORP OH X X 03/15/02 GEOWORKS /CA/ DE X X 03/12/02 GLOBAL ENERGY GROUP INC DE X X 03/07/02 GOLDEN HOLE INC X 01/28/02 AMEND GOOD GUYS INC DE X 03/15/02 GUILFORD MILLS INC DE X X X 03/13/02 GULFMARK OFFSHORE INC DE X 03/18/02 GULFMARK OFFSHORE INC DE X 03/18/02 HARMONIC INC DE X X 03/15/02 HOMESIDE LENDING INC FL X 03/18/02 HOSPITALITY PROPERTIES TRUST MD X X 03/15/02 INDIGINET INC/FL FL X X 03/31/02 INSILCO HOLDING CO DE X 03/18/02 INSILCO TECHNOLOGIES INC DE X 03/18/02 INTERUNION FINANCIAL CORP DE X 01/04/02 AMEND INTREPID CAPITAL CORP DE X 12/31/01 AMEND INTROGEN THERAPEUTICS INC X X 03/06/02 AMEND KUSHNER LOCKE CO CA X 03/01/02 LA QUINTA CORP DE X X X 01/02/02 AMEND LANCER CORP /TX/ TX X X 03/15/02 LENOX BANCORP INC OH X X 03/13/02 LILLY ELI & CO IN X 03/13/02 LITERARY PLAYPEN INC DE X X X X 02/11/02 AMEND MACK CALI REALTY CORP MD X X 03/18/02 MANUFACTURERS SERVICES LTD DE X X 03/14/02 MCAFEE COM CORP DE X X 03/18/02 MEDICHEM LIFE SCIENCES INC DE X X 03/18/02 METRO-GOLDWYN-MAYER INC DE X X 03/13/02 METRO-GOLDWYN-MAYER INC DE X X 03/14/02 METROMEDIA FIBER NETWORK INC DE X X 03/18/02 MEYERSON M H & CO INC /NJ/ NJ X X 03/01/02 AMEND MICROTUNE INC TX X X 03/04/02 MMCA AUTO RECEIVABLES TRUST DE X X 03/18/02 MONY GROUP INC DE X X 03/18/02 MORTGAGE ASSET SEC TRANS INC MORT PAS DE X X 02/28/02 MULLER MEDIA INC NV X X 03/14/02 NETWORKS ASSOCIATES INC/ DE X X 03/18/02 NVE CORP /NEW/ MN X X 03/15/02 OZ COMMUNICATIONS INC X X 02/28/02 PALAL MINING CORP NV X X X 02/22/02 AMEND PARAGON TECHNOLOGIES INC PA X 03/31/02 PITT DES MOINES INC PA X X 03/13/02 POTLATCH CORP DE X 03/18/02 PROVIDENT BANKSHARES CORP MD X X 01/16/02 AMEND PROVIDIAN FINANCIAL CORP DE X 02/28/02 QWEST COMMUNICATIONS INTERNATIONAL IN DE X X 03/15/02 QWEST CORP CO X 03/15/02 RAYONIER INC NC X X 03/18/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 02/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/15/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/18/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 02/25/02 RESIDENTIAL ASSET SECURITIES CORP DE X X 02/25/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 02/25/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 02/25/02 RSI HOLDINGS INC NC X X 03/04/02 SAFENET INC DE X X 01/02/02 AMEND SALIX PHARMACEUTICALS LTD X X 03/18/02 SEQUA CORP /DE/ DE X X X 03/15/02 SILVERLEAF RESORTS INC X X X 03/15/02 SOUTHERN SECURITY BANK CORP DE X X 12/31/01 AMEND STRAYER EDUCATION INC MD X X 03/18/02 SUMMIT LIFE CORP OK X X 03/18/02 SUNRISE TECHNOLOGIES INTERNATIONAL IN DE X X 03/15/02 TALARIAN CORP CA X X 03/18/02 TICKETS COM INC DE X X X 03/15/02 TRAVELOCITY COM INC DE X 03/18/02 TRIMBLE NAVIGATION LTD /CA/ CA X 03/18/02 TRIMBLE NAVIGATION LTD /CA/ CA X 03/18/02 UACSC 2002-A OWNER TRST AUTO RECEIVAB NY X X 03/18/02 UNITED RENTALS INC /DE DE X X 03/17/02 UNIVEC INC DE X 01/03/02 AMEND USA VIDEO INTERACTIVE CORP WY X X 03/15/02 USINTERNETWORKING INC DE X X 03/15/02 VALENCE TECHNOLOGY INC DE X 03/18/02 VALERO ENERGY CORP/TX DE X 12/31/01 AMEND VALERO ENERGY CORP/TX DE X 12/31/01 AMEND VALLEY NATIONAL BANCORP NJ X 03/15/02 VORNADO REALTY LP DE X 01/01/02 AMEND VORNADO REALTY TRUST MD X 01/01/02 AMEND WELLS FARGO ASSET SECURITIES CORP DE X X 03/18/02 WYETH DE X X 03/13/02