SEC NEWS DIGEST Issue 2002-220 November 14, 2002 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS Following is a schedule of Commission meetings which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration. Open meetings will be held in the Commission Meeting Room, Room 1C30, at the Commission's headquarters building, 450 Fifth Street, N.W., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting. Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact Rochelle Franks, Office of Administrative and Personnel Management, to make arrangements. Ms. Franks can be reached at TTY number (202) 942-9558. If you are calling from a non-TTY number, please call the Relay Service at 1-800-877-8339. ADDITIONAL MEETINGS CLOSED MEETING - TUESDAY, NOVEMBER 12, 2002 - 12:45 P.M. The Commission held a closed meeting on Tuesday, Nov. 12, at 12:45 p.m. The subject matter of that meeting was a regulatory matter bearing enforcement implications. OPEN MEETING - TUESDAY, NOVEMBER 19, 2002 - 2:00 P.M. The subject matter of the open meeting scheduled for Tuesday, Nov. 19, at 2:00 p.m., will be: 1. The Commission will consider whether to propose amendments to implement Section 802 of the Sarbanes-Oxley Act of 2002. These proposed rules would specify the information that must be retained by auditors for a five-year period subsequent to the completion of an audit or review of a registrant's financial statements. In particular, the proposed rules would specify that auditors should retain workpapers and other documents that form the basis of the audit or review and memoranda, correspondence, communications, other documents, and records (including electronic records), which are created, sent or received in connection with the audit or review and contain conclusions, opinions, analyses, or financial data related to the audit or review. 2. The Commission will consider proposing amendments to its existing requirements regarding auditor independence to enhance the independence of accountants that audit and review financial statements and prepare attestation reports filed with the Commission. As directed by Section 208(a) of the Sarbanes-Oxley Act of 2002, the Commission is considering proposing rules to: * Revise its regulations related to the non-audit services that, if provided to an audit client, would impair an accounting firm's independence; * Require that an issuer's audit committee pre-approve all audit and non-audit services provided to the issuer by the auditor of an issuer's financial statements; * Prohibit partners on the audit engagement team from providing audit services to the issuer for more than five consecutive years; * Prohibit an accounting firm from auditing an issuer's financial statements if certain members of management of that issuer had been members of the accounting firm's audit engagement team within the one-year period preceding the commencement of audit procedures; * Require that the auditor of an issuer's financial statements report certain matters to the issuer's audit committee, including "critical" accounting policies used by the issuer; and * Require disclosures to investors of information related to the audit and non-audit services provided by, and fees paid by the issuer to, the auditor of the issuer's financial statements. In addition, under the proposed rules to be considered by the Commission, an accountant would not be independent from an audit client if any partner, principal or shareholder of the accounting firm who is a member of the engagement team received compensation based directly on any service provided or sold to that client other than audit, review and attest services. 3. The Commission will consider a recommendation to issue jointly, with the Department of the Treasury and the Board of Governors of the Federal Reserve System, a report to Congress on applying the anti-money laundering requirements of the Bank Secrecy Act to investment companies, as required by Section 356(c) of the USA Patriot Act. The proposed report recommends regulations to apply the requirements of the Bank Secrecy Act to investment companies, including certain unregistered investment companies. CLOSED MEETING - WEDNESDAY, NOVEMBER 20, 2002 - 10:00 A.M. The subject matter of the closed meeting scheduled for Wednesday, Nov. 20, at 10:00 a.m., will be: Formal orders of 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. SEC ADOPTS CHANGES TO REGISTRATIONS FORMS, PROPOSES EXEMPTING BROKERS FROM CERTAIN REQUIREMENTS On Nov. 13, the Commission voted to adopt amendments to disclosure requirements concerning expenses for variable annuity and variable life insurance products. The Commission also voted to solicit public comment on a proposal to make permanent a pilot program that under certain circumstances exempts broker-dealer firms from requirements that they send their full balance sheet to customers. 1. Amendments to registration forms for variable annuity contracts and variable life insurance policies The Commission voted to adopt amendments to Form N-4, the registration form for insurance company separate accounts that are registered as unit investment trusts and that offer variable annuity contracts. The amendments will revise the fee table of Form N-4 to require disclosure of the range of total expenses for all of the mutual funds offered under a variable annuity contract, rather than separate disclosure of the expenses of each fund, as Form N-4 currently requires. Use of a range of total fund expenses in the fee table of Form N-4 is intended to make fee tables for variable annuity contracts more useful and understandable to investors by streamlining the presentation of fees and charges. Complete information about the fees and expenses of each mutual fund offered through the variable annuity contract will continue to be available to investors through the separate prospectus for that fund. The Commission also voted to adopt a conforming amendment to the fee table of Form N-6, the registration form for insurance company separate accounts that are registered as unit investment trusts and that offer variable life insurance policies, which the Commission adopted in April 2002. This conforming amendment will modify the fee table of Form N-6, consistent with the recommended amendments to the fee table of Form N-4, to require disclosure of the range of total expenses for all of the mutual funds offered through a variable life insurance policy. Compliance with these amendments will be required in filings of Forms N-4 and N-6 made after Jan. 1, 2003. 2. Proposal of amendments to broker-dealer disclosure requirements The Commission voted to propose for comment an amendment to Rule 17a- 5(c) under the Securities Exchange Act of 1934 that would codify relief the Commission granted in a pilot program that exempted broker- dealers from the requirement of Exchange Act Section 17(e)(l)(B) and Rule 17a-5(c) to send their full balance sheet and certain net capital information to their customers twice a year. To take advantage of the exemption, a broker-dealer would be required to (i) send its customers certain net capital information, (ii) send its full balance sheet to its customers upon request to a toll-free telephone number, and (iii) place its full balance sheet on its Web site. The proposed amendment contains modifications from the pilot program regarding circumstances that would disqualify a firm from taking advantage of the relief and also eliminates the requirement contained in the pilot program that broker-dealers taking advantage of the relief submit reports to the Commission concerning the number of requests for copies of their balance sheets, the number of viewings of their balance sheets on their Web sites, and customer complaints regarding the exemption. Comments on the proposed amendment should be received at the Commission within 30 days of the date of publication of the proposing release in the Federal Register. The Commission also voted to extend interim relief for six months, to June 30, 2003. The Commission granted the relief as a two-year pilot program ending Dec. 31, 2001 (Exchange Act Release No. 42222, Dec. 10, 1999) and then extended the program for one year, to Dec. 31, 2002 (Exchange Act Release No. 45179, Dec. 20, 2001). The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. (Press Rel. 2002-163) ENFORCEMENT PROCEEDINGS FORMER SUNBEAM VP OF SALES LEE GRIFFITH CONSENTS TO FRAUD INJUNCTION AND CIVIL MONETARY PENALTIES Lee Griffith, Sunbeam Corporation's former VP of Sales, has consented to the entry of a final judgment against him in litigation brought by the Securities and Exchange Commission in U.S. District Court for the Southern District of Florida. Without admitting or denying the allegations in the Commission's complaint, Griffith agreed to the entry of a judgment permanently enjoining him from violating the antifraud, reporting, books and records, and internal controls provisions of the federal securities laws, and requiring him to pay a civil penalty of $75,000. According to the Commission's complaint, Griffith, together with others, employed improper accounting techniques and undisclosed non-recurring transactions to misrepresent Sunbeam's results of operations from the end of 1996 through the first quarter of 1998. Recently, the Commission settled its action against Albert Dunlap, Sunbeam's former Chairman and CEO, and Russell Kersh, its former Chief Financial Officer. The Commission's action remains pending against two other former officers of Sunbeam, Robert J. Gluck and Donald R. Uzzi, and against Phillip Harlow, the audit partner on the Arthur Andersen engagements to audit Sunbeam's 1996, 1997 and 1998 year-end financial statements. Trial is scheduled for Jan. 2003. For further information, see Lit. Release No. 17710 (Sept. 4, 2002) and Lit. Release No. 17001 (May 15, 2001). [SEC v. Albert Dunlap, et al., Civil Action No. 01-8437- CIV-(Middlebrooks)(S.D. Fla.)] (LR-17836) ADELPHA DEFENDANT JAMES BROWN CONSENTS TO ENTRY OF PARTIAL JUDGMENT OF PERMANENT INJUNCTION AND OTHER RELIEF On Nov. 14, the Commission announced that defendant James R. Brown, the former vice-president for Finance at Adelphia Communications Corporation, has consented to the entry of a Partial Judgment of Permanent Injunction and Other Relief against him in SEC v. Adelphia Communications Corporation, John J. Rigas, Timothy J. Rigas, Michael J. Rigas, James P. Rigas, James R. Brown, and Michael C. Mulcahey, 02 Civ. 5776 (S.D.N.Y) (KMW), a fraudulent financial reporting case filed by the Commission against Adelphia and six of its senior executives. According to the Commission's complaint, filed on July 24, 2002, Adelphia, at the direction of the individual defendants, including Brown: (i) fraudulently excluded billions of dollars in liabilities from its consolidated financial statements; (ii) falsified operations statistics and inflated Adelphia's earnings to meet Wall Street's expectations; and (iii) concealed rampant self-dealing by the family that founded and controlled Adelphia, the Rigas Family. The Commission's complaint alleges that, based on this conduct, Brown violated Section 17(a) of the Securities Act of 1933 (Securities Act), Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act), and Rules 10b-5, 13b2-1, and 13b2-2 under the Exchange Act, and, pursuant to Section 20(a) of the Exchange Act, acted as a controlling person of Adelphia's violations of Sections 13(a) and 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 under the Exchange Act. Specifically, the Commission's complaint alleges as follows: * Between mid-1999 and the last quarter of 2001, Adelphia fraudulently excluded from the Company's annual and quarterly consolidated financial statements portions of its bank debt, while including in those financial statements a footnote disclosure implicitly misrepresenting that such portions had been included on Adelphia's balance sheet. As a result of this misconduct, Adelphia had a total of approximately $2.3 billion in undisclosed, off-balance sheet bank debt as of December 31, 2001. * During approximately the same period, Adelphia regularly misrepresented Adelphia's reported performance in three aspects that are crucial to the "metrics" used by Wall Street to evaluate cable companies: (i) the number of its "basic cable subscribers," (ii) the extent of its cable plant "rebuild," or upgrade, and (iii) its EBITDA, or earnings before interest, taxes, depreciation, and amortization. * Since at least 1998, Adelphia used fraudulent misrepresentations and omissions of material fact to conceal rampant self-dealing by the Rigases, including the Rigases using Adelphia funds to: pay for vacation properties and New York City apartments; develop a golf course mostly owned by the Rigases; and purchase over $772 million of Adelphia shares of common stock and over $563 million of Adelphia notes for the Rigas' own benefit. * The orchestrators of Adelphia's misconduct were, in addition to Brown, five of Adelphia's senior officers: its Chairman and CEO, John J. Rigas; Chief Financial Officer, Timothy J. Rigas; Executive Vice Presidents, Michael J. Rigas and James P. Rigas; and Vice President and Assistant Treasurer, Michael C. Mulcahey. Without admitting or denying the allegations in the complaint, Brown has consented to the entry against him of a permanent injunction against violations of Section 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act, and Rules 10b-5, 13b2-1, and 13b2-2, and, as a control person, of Sections 13(a) and 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13, and a permanent officer and director bar. Brown has also agreed to provide the Court with an accounting. The Commission has submitted Brown's Consent to the Court for approval. The Commission's claims against Brown for disgorgement of ill-gotten gains, plus prejudgment interest, and a civil penalty remain pending before the Court. (See prior Litigation Release No. 17627 for a further description of the allegations contained in the Commission's complaint.) [SEC v. Adelphia Communications Corporation, John J. Rigas, Timothy J. Rigas, Michael J. Rigas, James P. Rigas, James R. Brown, and Michael C. Mulcahey, 02 Civ. 5776 (S.D.N.Y) (KMW)] (LR- 17837) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES The Pacific Exchange filed a proposed rule change (SR-PCX-2002-62) to amend the PCX's market data revenue sharing program for Tape A securities traded on the Archipelago Exchange. Publication of the notice in the Federal Register is expected during the week of Nov. 11. (Rel. 34-46805) The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2002-115) to amend Nasdaq's transaction credit pilot program for exchange-listed securities to allocate credits to liquidity providers. Publication of the notice in the Federal Register is expected during the week of Nov. 11. (Rel. 34-46806) The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2002-148) relating to the regulatory fee and the SEC Section 31 transaction fee. Publication of the notice in the Federal Register is expected during the week of Nov. 18. (Rel. 34-46817) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES The Pacific Exchange filed a proposed rule change (SR-PCX-2002-65) to amend its schedule of fees. The PCX filed Amendment No. 1 to the proposed rule change Nov. 7, 2002. The proposed rule change has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal in the Federal Register is expected during the week of Nov. 11. (Rel. 34-46804) A proposed rule change (SR-ISE-2002-23) filed by the International Stock Exchange to amend Rule 720 regarding options priced under $3.00 has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal in the Federal Register is expected during the week of Nov. 18. (Rel. 34-46814) A proposed rule change filed by the National Association of Securities Dealers sunsetting revisions to NASD By-Laws regarding the regulatory fee and SEC Section 31 transaction fee made in SR-NASD-2002-98 (SR-NASD- 2002-147) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal in the Federal Register is expected during the week of Nov. 18. (Rel. 34- 46818) APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change submitted by the Chicago Board Options Exchange (SR-CBOE -2002-30) amending Rule 8.85(a)(xi) and Rule 17.50 to require members to use and maintain CBOE's AutoQuote system as a back-up quoting system. Publication of the notice in the Federal Register is expected during the week of Nov. 18. (Rel. 34- 46808) The Commission approved a proposed rule change (SR-CBOE-2002-23) submitted by the Chicago Board Options Exchange that provides a maximum term of up to ten years for Flexible Exchange (FLEX) index options. (Rel. 34-46815) The Commission approved a proposed rule change submitted by the Municipal Securities Rulemaking Board (SR-MSRB-2002-10) relating to Rule G-14, on Reports of Sales or Purchases. The approval order is expected in the Federal Register during the week of Nov. 18. (Rel. 34-46819) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The New York Stock Exchange filed a proposed rule change (SR-NYSE-2002- 56) under Section 19(b)(2) of the Securities Exchange Act of 1934, relating to arbitration, for a six-month pilot period. Publication of the proposal in the Federal Register is expected during the week of Nov. 18. (Rel. 34-46816) DELISTINGS GRANTED An order has been issued granting the application of the Philadelphia Stock Exchange to strike from listing and registration call and put option contracts issued by The Options Clearing Corporation with respect to certain underlying securities, effective at the opening of business on Nov. 11, 2002. (Rel. 34-46795) An order has been issued granting the application of the American Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of Healthy Planet Products, Inc., effective at the opening of business on Nov. 12, 2002. (Rel. 34-46796) An order has been issued granting the application of the American Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of Porta Systems Corp., effective at the opening of business on Nov. 12, 2002. (Rel. 34-46801) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of PlanVista Corporation, effective at the opening of business on Nov. 14, 2002. (Rel. 34-46826) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Class A Common Stock, no par value, of Wyndham International, Inc., effective at the opening of business on Nov. 14, 2002. (Rel. 34-46827) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $.001 par value, of Encompass Services Corporation, effective at the opening of business on Nov. 14, 2002. (Rel. 34-46828) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $1.00 par value, of Grubb & Ellis Company, effective at the opening of business on Nov. 14, 2002. (Rel. 34-46829) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $.25 par value, of Magellan Health Services, Inc., effective at the opening of business on Nov. 14, 2002. (Rel. 34-46830) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Class A Common Stock, no par value, of Piccadilly Cafeterias, Inc., effective at the opening of business on Nov. 14, 2002. (Rel. 34-46832) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the American Depositary Shares (each representing 15 shares of common stock) of Santa Isabel, S.A., effective at the opening of business on Nov. 14, 2002. (Rel. 34- 46833) WITHDRAWALS GRANTED An order has been issued granting the application of Hemagen Diagnostics, Inc. to withdraw its Common Stock, $.01 par value, from listing and registration on the Boston Stock Exchange, effective at the opening of business on Nov. 12, 2002. (Rel. 34-46794) An order has been issued granting the application of FFP Partners, L.P. to withdraw its Class A Units of Limited Partnership Interests from listing and registration on the American Stock Exchange, effective at the opening of business on Nov. 12, 2002. (Rel. 34-46797) An order has been issued granting the application of General Mills, Inc. to withdraw its Common Stock, $.10 par value, from listing and registration on the Chicago Stock Exchange, effective at the opening of business on Nov. 13, 2002. (Rel. 34-46807) An order has been issued granting the application of PracticeWorks, Inc. to withdraw its Common Stock, $.01 par value, from listing and registration on the American Stock Exchange, effective at the opening of business on Nov. 13, 2002. (Rel. 34-46809) An order has been issued granting the application of FFP Marketing Company, Inc. to withdraw from listing and registration, $.01 par value, from the American Stock Exchange, effective at the opening of business on Nov. 13, 2002. (Rel. 34-46810) An order has been issued granting the application of GreenMan Technologies, Inc. to withdraw its Common Stock, $.01 par value, from listing and registration on the Boston Stock Exchange, effective at the opening of business on Nov. 13, 2002. (Rel. 34-46811) An order has been issued granting the application of RAIT Investment Trust to withdraw its Common Stock of Beneficial Interest, $.01 per share, from listing and registration on the American Stock Exchange, effective at the opening of business on Nov. 13, 2002. (Rel. 34-46812) An order has been issued granting the application of Central Maine Power Company to withdraw its Dividend Series Preferred Stock (Par Value $100), 3.5% Series, from listing and registration on the American Stock Exchange, effective at the opening of business on Nov. 14, 2002. (Rel. 34-46825) An order has been issued granting the application of El Paso Tennessee Pipeline Co., to withdraw its 8 ¬% Cumulative Preferred Stock, Series A, from listing and registration on the New York Stock Exchange, effective at the opening of business on Nov. 14, 2002. (Rel. 34-46831) 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: . SB-2 ABC REALTY CO, 7507 FOLGER ROAD, CHARLOTTE, NC, 28226, 1,815,000 ($453,750.00) Equity, (File 333-101167 - Nov. 13) (BR. 08) S-8 MULLER MEDIA INC, 11 EAST 47TH STREET, 3RD FLOOR, NEW YORK, NY, 10017, 2123170175 - 0 ($25,000.00) Equity, (File 333-101168 - Nov. 13) (BR. 09) F-1 CONVERIUM HOLDING AG, BAARERSTRASSE 8, ZUG, SWITZERLAND 6300, V8, 00000, 4116399999 - 0 ($201,250,000.00) Non-Convertible Debt, (File 333-101169 - Nov. 13) (BR. 01) S-8 MODERN MFG SERVICES INC, 4462 RUSSELL ROAD, SUITE 102, #102, MUKILTEO, WA, 98275, 425-315-1772 - 700,000 ($175,000.00) Equity, (File 333-101171 - Nov. 13) (BR. 08) F-10 GLAMIS GOLD LTD, 5190 NEIL ROAD, SUITE 310, RENO, NV, 89502, 7758274600 - 0 ($116,329,400.00) Equity, (File 333-101172 - Nov. 13) (BR. 04) S-3 ATHEROGENICS INC, 8995 WESTSIDE PARKWAY, ALPHARETTA, GA, 30004, 6783362500 - 0 ($75,000,000.00) Equity, (File 333-101174 - Nov. 13) (BR. 01) S-8 EXXON MOBIL CORP, 5959 LAS COLINAS BLVD, IRVING, TX, 75039-2298, 9724441000 - 43,000,000 ($1,485,865,000.00) Equity, (File 333-101175 - Nov. 13) (BR. 04) S-3 CCC GLOBALCOM CORP, 1250 WOOD BRANCH PARK DRIVE, 6TH FLOOR, HOUSTON, TX, 77079, 2815997878 - 250,000 ($1,000,000.00) Equity, (File 333-101176 - Nov. 13) (BR. 37) SB-2 MEDICAL CAPITAL MANAGEMENT INC, 5190 NEIL ROAD, RENO, NV, 89502, 7149353100 - 0 ($100,000,000.00) Non-Convertible Debt, (File 333-101177 - Nov. 13) (BR. 07) S-8 INTERNATIONAL AUTOMATED SYSTEMS INC, 326 N STATE ROAD 198, SALEM, UT, 84653, 801-423-8132 - 885,000 ($327,450.00) Equity, (File 333-101178 - Nov. 13) (BR. 03) S-8 BAUER PARTNERSHIP INC, 6975 SOUTH UNION PARK, SUITE 600, MIDVALE, UT, 84047, 8012569600 - 0 ($1,025,000.00) Equity, (File 333-101179 - Nov. 13) (BR. 09) S-8 TEXTRON INC, 40 WESTMINSTER ST, PROVIDENCE, RI, 02903, 4014212800 - 0 ($209,725,000.00) Equity, (File 333-101180 - Nov. 13) (BR. 05) S-3 TRIKON TECHNOLOGIES INC, RINGLAND WAY, 222 W ORANGE GROVE AVE, NEWPORT GWENT, X0, NP18 2TA, 011-44-1-633-414-000 - 1,634,614 ($7,674,512.70) Equity, (File 333-101181 - Nov. 13) (BR. 36) S-8 AMERICABILIA COM INC, 150 CASSIA WAY, SUITE 400, HENDERSON, NV, 89014, 7029148411 - 3,037,000 ($60,740.00) Equity, (File 333-101182 - Nov. 13) (BR. 37) S-8 TEXTRON INC, 40 WESTMINSTER ST, PROVIDENCE, RI, 02903, 4014212800 - 0 ($524,312,500.00) Equity, (File 333-101183 - Nov. 13) (BR. 05) S-4 CONOCOPHILLIPS, CONOCOPHILLIPS, 600 NORTH DAIRY ASHFORD ROAD, HOUSTON, TX, 77079, 2812931000 - 0 ($2,000,000,000.00) Non-Convertible Debt, (File 333-101184 - Nov. 13) (BR. 04) S-8 SIMON PROPERTY GROUP INC /DE/, 115 WEST WASHINGTON STREET, INDIANAPOLIS, IN, 46204, 3176361600 - 0 ($171,375,000.00) Equity, (File 333-101185 - Nov. 13) (BR. 08) S-8 PROQUEST CO, 300 NORTH ZEEB ROAD, ANN ARBOR, MI, 48103-1553, 7347614700 - 1,400,000 ($29,120,000.00) Equity, (File 333-101186 - Nov. 13) (BR. 05) S-3 CONOCOPHILLIPS, CONOCOPHILLIPS, 600 NORTH DAIRY ASHFORD ROAD, HOUSTON, TX, 77079, 2812931000 - 0 ($5,000,000,000.00) Other, (File 333-101187 - Nov. 13) (BR. 04) S-4 WH INTERMEDIATE HOLDINGS LTD, C/O HERBALIFE INTERNATIONAL INC, 1800 CENTURY PARK EAST, LOS ANGELES, CA, 90067, 3104109600 - 0 ($165,000,000.00) Non-Convertible Debt, (File 333-101188 - Nov. 13) (BR. ) SB-2 I INCUBATOR COM INC, 701 BRICKELL AVENUE SUITE 3120, SUITEN 204, MIAMI, FL, 33131, 3055390900 - 73,866,667 ($7,386,667.00) Equity, (File 333-101189 - Nov. 13) (BR. 09) S-8 NUCLEAR SOLUTIONS INC, 1050 CONNECTICUT AVENUE, N.W.,SUITE 1000, WASHINGTON, DC, 20036, 2027723133 - 300,000 ($111,000.00) Debt Convertible into Equity, (File 333-101190 - Nov. 13) (BR. 09) S-8 NATIONAL SORBENTS INC /NV/, 10139 COMMERCE PARK DRIVE, CINCINNATI, OH, 45246, 5138604144 - 250,000 ($25,000.00) Debt Convertible into Equity, (File 333-101191 - Nov. 13) (BR. 09) S-8 P D C INNOVATIVE INDUSTRIES INC, 3701 NW 126TH AVE., CORPORATE PARK, BAY 5, CORAL SPRINGS, FL, 33065, (954) 341- - 1,040,000 ($30,160.00) Equity, (File 333-101192 - Nov. 13) (BR. 09) S-8 PACIFIC NORTHWEST BANCORP, 1111 THIRD AVE., STE. 250, SEATTLE, WA, 98101, 2066249761 - 0 ($8,396,998.00) Equity, (File 333-101193 - Nov. 13) (BR. 07) S-4 APPLE HOSPITALITY TWO INC, 306 E MAIN STREET, RICHMOND, VA, 23219, 8046431761 - 0 ($104,384,536.00) Equity, (File 333-101194 - Nov. 13) (BR. 08) S-8 CLEARONE COMMUNICATIONS INC, 1825 RESEARCH WAY, SALT LAKE CITY, UT, 84119, 8019757200 - 800,000 ($2,960,000.00) Equity, (File 333-101195 - Nov. 13) (BR. 37) S-4 CELGENE CORP /DE/, 7 POWDER HORN DR, WARREN, NJ, 07059, 7322711001 - 2,986,723 ($4,963,434.00) Equity, (File 333-101196 - Nov. 13) (BR. 01) S-3 IMMTECH INTERNATIONAL INC, 150 FAIRWAY DRIVE, SUITE 150, VERNON HILLS, IL, 60061, 8478690033 - 1,221,344 ($4,091,502.00) Equity, (File 333-101197 - Nov. 13) (BR. 01) 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 ------------------------------------------------------------------------------------ ACCREDITED HOME LENDERS INC DE X X 11/12/02 ADVO INC DE X X 11/12/02 AES CORPORATION DE X 11/12/02 AGERE SYSTEMS INC DE X 11/12/02 AIRNET COMMUNICATIONS CORP DE X X 11/11/02 AIRPLANES LTD DE X 11/13/02 ALABAMA POWER CO AL X 11/12/02 ALLIED WASTE INDUSTRIES INC DE X 11/13/02 ALTRIMEGA HEALTH CORP NV X 11/12/02 ALTRIMEGA HEALTH CORP NV X 11/12/02 AMEDISYS INC DE X X 11/11/02 AMERICAN CRYSTAL SUGAR CO /MN/ MN X 11/13/02 AMERICAN HONDA RECEIVABLES CORP CA X X 11/13/02 AMERICAN WATER WORKS CO INC DE X 11/13/02 AMERIQUEST MORTGAGE SECURITIES INC DE X X 11/13/02 AMERISOURCEBERGEN CORP DE X X 11/13/02 AMERIVEST PROPERTIES INC MD X X 09/05/02 AMEND AMERUS GROUP CO/IA IA X 11/13/02 ARRAY BIOPHARMA INC DE X 11/13/02 ATLANTIC COAST AIRLINES HOLDINGS INC DE X 11/12/02 AURORA FOODS INC /DE/ DE X X 11/13/02 AVATAR SYSTEMS INC TX X X 11/06/02 AXA FINANCIAL INC DE X 11/13/02 BANK OF NEW YORK CO INC NY X X 11/05/02 BANYAN STRATEGIC REALTY TRUST MA X X 11/12/02 BENCHMARK TECHNOLOGY CORP NV X 11/11/02 BOSTON CAPITAL TAX CREDIT FUND IV LP DE X 11/11/02 BROWN TOM INC /DE DE X 11/12/02 BUCKHEAD AMERICA CORP DE X X 11/13/02 BUILDING MATERIALS CORP OF AMERICA DE X 11/12/02 CAL DIVE INTERNATIONAL INC MN X 11/13/02 CAMDEN NATIONAL CORP ME X 11/12/02 CAP ROCK ENERGY CORP X 11/12/02 CAROLINA BANK HOLDINGS INC NC X 11/12/02 CASTELLE \CA\ DE X 11/12/02 CATAPULT COMMUNICATIONS CORP CA X X 08/30/02 AMEND CDRJ INVESTMENTS LUX S A N4 X X 11/13/02 CIRTRAN CORP NV X 11/05/02 CITADEL SECURITY SOFTWARE INC DE X 11/13/02 CLAYTON HOMES INC DE X 11/13/02 CLICKSOFTWARE TECHNOLOGIES LTD L3 X X X 11/07/02 AMEND COASTAL BANKING CO INC SC X 11/11/02 COCA COLA CO DE X 11/13/02 COGENT COMMUNICATIONS GROUP INC X 11/13/02 COLONIAL BANCGROUP INC DE X X 11/13/02 COLUMBUS MCKINNON CORP NY X X 11/13/02 COMMONWEALTH BIOTECHNOLOGIES INC VA X 11/12/02 COMPOSITE HOLDINGS INC NV X X 11/13/02 AMEND COTT CORP /CN/ X 11/12/02 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 03/25/02 CTI GROUP HOLDINGS INC DE X X 11/13/02 D & K HEALTHCARE RESOURCES INC DE X X 11/13/02 DEL GLOBAL TECHNOLOGIES CORP NY X X 11/12/02 DIGEX INC/DE DE X X 11/11/02 DIGEX INC/DE DE X X 11/12/02 DSP GROUP INC /DE/ DE X X 11/01/02 EATON VANCE CORP MD X X X 11/13/02 EQUITABLE LIFE ASSURANCE SOCIETY OF T NY X 11/13/02 EQUITY INNS INC TN X 11/13/02 EVEREST REINSURANCE HOLDINGS INC DE X X 11/08/02 EXCHANGE NATIONAL BANCSHARES INC MO X X 11/13/02 EXXON MOBIL CORP NJ X 11/13/02 FEDERAL REALTY INVESTMENT TRUST MD X 11/13/02 FIDELITY NATIONAL INFORMATION SOLUTIO DE X X 10/29/02 FIRST CAPITAL INCOME PROPERTIES LTD S FL X 11/13/02 FIRST COMMUNITY CORP /SC/ SC X 11/13/02 FIRST DELTAVISION INC NV X X X X X X 04/09/02 AMEND FIRST FINANCIAL CORP /TX/ TX X X 07/31/02 FIRST MIDWEST BANCORP INC DE X X 11/13/02 FIRST NATIONAL BANCSHARES INC /SC/ SC X 11/12/02 FIRST NIAGARA FINANCIAL GROUP INC DE X X 11/08/02 FIRST NIAGARA FINANCIAL GROUP INC DE X X 11/08/02 FIRST NORTHERN COMMUNITY BANCORP CA X 11/13/02 FIRST SOUTHERN BANCORP GA X 11/13/02 FIRSTMERIT CORP /OH/ OH X X 11/13/02 FISHER COMMUNICATIONS INC WA X X X 11/08/02 FLAGSTAR CAPITAL CORP X X 11/12/02 FLOW INTERNATIONAL CORP WA X X 11/12/02 FNB BANCSHARES INC /SC/ SC X 11/12/02 FOAMEX INTERNATIONAL INC DE X 11/11/02 FOOTSTAR INC DE X X 11/13/02 FORTUNE BRANDS INC DE X X 11/12/02 FROZEN FOOD EXPRESS INDUSTRIES INC TX X 09/30/02 FTD INC DE X 11/12/02 G REIT INC VA X X 09/13/02 AMEND GE CAPITAL COMMERCIAL MORT CORP COM M DE X X 11/08/02 GEMSTAR TV GUIDE INTERNATIONAL INC DE X X 10/30/02 AMEND GENAERA CORP DE X X 11/12/02 GEORGIA BANCSHARES INC// GA X 11/09/02 GEORGIA POWER CO GA X 11/12/02 GRANT PRIDECO INC DE X X X 11/13/02 GREENWICH CAPITAL ACCEPTANCE INC DE X X 11/12/02 GRIC COMMUNICATIONS INC CA X 11/13/02 GS MORTGAGE SECURITIES CORP MORT PAS DE X X 10/29/02 GTE SOUTHWEST INC DE X 11/13/02 GULF POWER CO ME X 11/12/02 H&R BLOCK INC MO X 11/06/02 HALLIBURTON CO DE X 11/07/02 HALLIBURTON CO DE X 11/07/02 HALLWOOD REALTY PARTNERS L P DE X 11/13/02 HAWAIIAN ELECTRIC INDUSTRIES INC HI X 11/13/02 HEALTH CARE REIT INC /DE/ DE X X 11/12/02 HIBERNIA CORP LA X X 09/30/02 HORIZON PCS INC DE X X 11/12/02 HUNTINGTON BANCSHARES INC/MD MD X 11/13/02 HUSKER AG PROCESSING LLC NE X 10/23/02 HYPERBARIC SYSTEMS CA X X 11/13/02 IDACORP INC ID X 11/12/02 IDAHO POWER CO ID X 11/12/02 IGENE BIOTECHNOLOGY INC MD X 12/31/01 AMEND IMMUNOMEDICS INC DE X X 11/13/02 INDYMAC MBS INC X X 11/13/02 INTERTRUST TECHNOLOGIES CORP DE X X 10/07/02 ISEMPLOYMENT COM INC X X X 11/13/02 IVILLAGE INC DE X X 11/13/02 JKC GROUP INC NY X X X 11/07/02 JOURNAL REGISTER CO DE X 11/06/02 KEY TECHNOLOGY INC OR X 11/13/02 KINDRED HEALTHCARE INC DE X X 11/13/02 KNOLOGY INC DE X X 11/12/02 LABARGE INC DE X 11/13/02 LABORATORY CORP OF AMERICA HOLDINGS DE X 11/13/02 LCA VISION INC DE X X 11/12/02 LEGGETT & PLATT INC MO X 11/13/02 LEHMAN BROTHERS HOLDINGS INC DE X 11/13/02 LEXINGTON PRECISION CORP DE X X 11/13/02 LEXMARK INTERNATIONAL INC /KY/ DE X 11/13/02 LIGAND PHARMACEUTICALS INC DE X X 11/12/02 LODGENET ENTERTAINMENT CORP DE X X 11/13/02 MACK CALI REALTY L P DE X X 11/12/02 MASTERCARD INC DE X 11/13/02 MAXUS REALTY TRUST INC MO X X 11/13/02 MEDIACOM BROADBAND LLC DE X 11/13/02 MEDIACOM COMMUNICATIONS CORP DE X 11/13/02 MEDIACOM LLC NY X 11/13/02 MEDIACOM LLC NY X 11/13/02 MEGATECH CORP MA X 12/12/02 MEMC ELECTRONIC MATERIALS INC DE X 09/30/02 MERCATOR SOFTWARE INC DE X X 11/13/02 MIDAMERICAN ENERGY HOLDINGS CO /NEW/ IA X X 11/13/02 MOLICHEM MEDICINES INC DE X X 11/12/02 MORGAN STANLEY ABS CAPITAL I INC DE X X 11/07/02 MORGAN STANLEY ABS CAPITAL I INC DE X X 11/01/02 MORGAN STANLEY ABS CAPITAL I INC DE X X 11/11/02 MORTGAGE ASSET SEC TRANS INC MORT PAS DE X X 10/29/02 NACCO INDUSTRIES INC DE X 09/30/02 NATIONAL PROCESSING INC OH X 11/13/02 NCR CORP MD X 11/13/02 NCS HEALTHCARE INC DE X 11/13/02 NETNATION COMMUNICATIONS INC DE X X 11/13/02 NEUROGEN CORP DE X 11/12/02 NEUROTECH DEVELOPMENT CORP DE X X 11/13/02 NEW COMMERCE BANCORP SC X 11/12/02 NEW PLAN EXCEL REALTY TRUST INC MD X 11/12/02 NEW SKY COMMUNICATIONS INC NY X 11/12/02 NORTH AMERICAN VAN LINES INC /DE DE X X 11/08/02 NOVADEL PHARMA INC DE X X X 11/12/02 OCWEN FINANCIAL CORP FL X X 11/12/02 ORAPHARMA INC DE X X 11/12/02 OSI SYSTEMS INC CA X X 11/08/02 OVERSEAS PARTNERS LTD X X 11/13/02 PAINEWEBBER MORTGAGE ACCEPTANCE CORP DE X X 09/25/01 PAINEWEBBER MORTGAGE ACCEPTANCE CORP DE X X 12/26/01 PAINEWEBBER MORTGAGE ACCEPTANCE CORP DE X X 03/25/02 PAINEWEBBER MORTGAGE ACCEPTANCE CORP DE X X 06/25/02 PEOPLES ENERGY CORP IL X X 11/13/02 PERCEPTRON INC/MI MI X X 11/13/02 PHELPS DODGE CORP NY X X 11/12/02 PLAYTEX PRODUCTS INC DE X X 11/13/02 PLUG POWER INC DE X X 11/11/02 PRIME EQUIPMENT INC NV X X 10/28/02 AMEND PRIME RECEIVABLES CORP DE X 11/13/02 PROFESSIONAL DETAILING INC DE X 11/12/02 PROGRESS ENERGY INC NC X X 11/06/02 PROGRESS FINANCIAL CORP DE X 11/13/02 PURCHASESOFT INC DE X 11/08/02 RANGE RESOURCES CORP DE X 11/13/02 REALMARK PROPERTY INVESTORS LIMITED P DE X X 10/31/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 11/13/02 RIVERWOOD HOLDING INC DE X X 11/13/02 RTW INC /MN/ MN X 11/12/02 RURAL CELLULAR CORP MN X X 11/12/02 SALANT CORP DE X 09/28/02 SANDISK CORP DE X X 11/13/02 SAVANNAH ELECTRIC & POWER CO GA X 11/12/02 SCHERING PLOUGH CORP NJ X X 11/13/02 SCP POOL CORP DE X 09/30/02 SEACHANGE INTERNATIONAL INC DE X X 10/29/02 SELECT MEDICAL CORP DE X X 11/13/02 SIGNATURE EYEWEAR INC CA X X 11/08/02 SIMON PROPERTY GROUP INC /DE/ DE X X 11/13/02 SIZELER PROPERTY INVESTORS INC DE X X 11/12/02 SKY FINANCIAL GROUP INC OH X 11/13/02 SLM FUNDING CORP DE X X 11/02/02 SMTC CORP DE X X 11/13/02 SOLECTRON CORP DE X X 11/13/02 SOUTHERN CO DE X 11/12/02 SPINNAKER EXPLORATION CO DE X X 11/12/02 STERLING BANCORP NY X 11/12/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 10/31/02 SUNRISE ASSISTED LIVING INC DE X 11/13/02 SUNRISE ASSISTED LIVING INC DE X X 11/13/02 SURECARE INC DE X X 11/12/02 SWEETWATER FINANCIAL GROUP INC X 11/11/02 SYCONET COM INC DE X X 10/31/02 SYMMETRICOM INC DE X 10/04/02 AMEND SYNCOR INTERNATIONAL CORP /DE/ DE X X 11/13/02 TECHNICAL OLYMPIC USA INC DE X X 11/12/02 TECHNOLOGY FUNDING PARTNERS III L P DE X 11/13/02 TECHNOLOGY FUNDING VENTURE PARTNERS I DE X 11/13/02 TECHNOLOGY FUNDING VENTURE PARTNERS V DE X 11/13/02 TEL INSTRUMENT ELECTRONICS CORP NJ X X 11/13/02 TELEX COMMUNICATIONS INC DE X X 11/21/01 AMEND TELS CORP UT X 11/11/02 TIFFANY & CO DE X 10/31/02 TOTAL ENTERTAINMENT RESTAURANT CORP DE X X 11/12/02 TSI TELECOMMUNICATION SERVICES INC DE X 11/13/02 UCI MEDICAL AFFILIATES INC DE X 11/11/02 UNIONBANCAL CORP CA X 11/13/02 UNITED FINANCIAL HOLDINGS INC DE X X 11/13/02 UNITED STATES ANTIMONY CORP MT X 09/30/02 US UNWIRED INC LA X 11/12/02 VARCO INTERNATIONAL INC /DE/ DE X X 11/13/02 VEGA ATLANTIC CORP/CO CO X X 11/11/02 VERIZON CALIFORNIA INC CA X 11/13/02 VERIZON COMMUNICATIONS INC DE X 11/13/02 VERIZON DELAWARE INC DE X 11/13/02 VERIZON FLORIDA INC FL X 11/13/02 VERIZON HAWAII INC HI X 11/13/02 VERIZON MARYLAND INC MD X 11/13/02 VERIZON NEW ENGLAND INC NY X 11/13/02 VERIZON NEW JERSEY INC NJ X 11/13/02 VERIZON NEW YORK INC NY X 11/13/02 VERIZON NORTH INC WI X 11/13/02 VERIZON NORTHWEST INC WA X 11/13/02 VERIZON PENNSYLVANIA INC PA X 11/13/02 VERIZON SOUTH INC VA X 11/13/02 VERIZON VIRGINIA INC VA X 11/13/02 VERIZON WASHINGTON DC INC NY X 11/13/02 VERIZON WEST VIRGINIA INC WV X 11/13/02 WABASH NATIONAL CORP /DE DE X X 11/13/02 WATERFORD GAMING FINANCE CORP DE X 11/13/02 WATERFORD GAMING LLC DE X 11/12/02 WESTERN GAS RESOURCES INC DE X 11/12/02 WHITE MOUNTAINS INSURANCE GROUP LTD DE X X 10/31/02 WITNESS SYSTEMS INC DE X 11/12/02 WRC MEDIA INC DE X X 11/12/02 XL CAPITAL LTD X X 11/13/02