SEC NEWS DIGEST Issue 2004-60 March 29, 2004 COMMISSION ANNOUNCEMENTS WALTER RICCIARDI NAMED HEAD OF SEC'S BOSTON DISTRICT OFFICE The Commission announced today the selection of Walter G. Ricciardi as District Administrator of the Commission's Boston District Office. Ricciardi joins the Commission from the accounting firm PricewaterhouseCoopers, LLP in New York, where he currently serves as Litigation Practice Group Leader in the Office of the General Counsel. Ricciardi will assume his new post on April 19. Mr. Ricciardi succeeds Peter H. Bresnan, who has served as Acting District Administrator on an interim basis since November 2003. Bresnan has concurrently served as Deputy Chief Litigation Counsel in the Division of Enforcement at SEC Headquarters in Washington, and now will resume that position on a full- time basis. The Boston District Office operates both enforcement and regulatory programs in a six-state area, and is part of the SEC's Northeast Region. Chairman William H. Donaldson said, "Mr. Ricciardi is joining the Commission staff at a critical time. His legal and management experience in the private sector will bring an important perspective to our work, as we continue to focus on anticipating new risks to investors. On behalf of the Commission, I welcome him to our team and I look forward to working with him." Stephen M. Cutler, Director of the Division of Enforcement, said, "For many years, we've seen Walter's considerable talents from across the table. I'm very pleased that he's agreed to bring those talents - and his do-the-right-thing approach to law practice - to the Commission. The Commission and the Boston District Office will benefit from his terrific legal skills, intelligence, and management abilities." Cutler added, "I'd also like to express my deep gratitude to Peter Bresnan for leading the Boston office over the last five months while he continued to carry his substantial responsibilities as Deputy Chief Litigation Counsel in Washington." Ricciardi said, "I am delighted to be joining the outstanding team of examination and enforcement professionals in the Boston District Office. I look forward to working with them in accomplishing the SEC's mission." Ricciardi began his legal career as a law clerk to the Honorable Charles R. Richey, United States District Judge for the District of Columbia, Washington, D.C. He then became an associate in the law firm of Hughes Hubbard & Reed in Washington, D.C. After four years in private practice, Ricciardi joined the Office of the General Counsel of the accounting firm Coopers & Lybrand, where, between 1984 and 1998, he served as counsel, Assistant General Counsel, Associate General Counsel, and Deputy General Counsel for Litigation. Upon Coopers & Lybrand's merger with Pricewaterhouse in 1998, Ricciardi assumed his current position as Leader of the Litigation Practice Group. During his career with Coopers & Lybrand and then PricewaterhouseCoopers, Ricciardi has been responsible for representing the firm and its personnel in connection with securities litigation, SEC and other governmental investigations and proceedings, and criminal investigations. Ricciardi also is a member of the Board of Partners and Principals of PricewaterhouseCoopers LLP, where he serves on the admissions, governance, partner affairs, and management evaluation and compensation committees. More recently, Ricciardi was elected to the Global Oversight Board of the global organizations of the PWC firms. Ricciardi received his A.B. from Columbia College in 1975 and his J.D., cum laude, from New York University in 1978. He served as Note and Comment Editor of the New York University Law Review. (Press Rel. 2004- 41) SUSAN WYDERKO TO TESTIFY Susan Wyderko, Director of the Commission's Office of Investor Education and Assistance, will testify before the Senate Subcommittee on Financial Management, the Budget, and International Security on Tuesday, March 30, concerning the Commission's Role in Empowering Americans to Make Informed Financial Decisions. The hearing will begin at 2:30 p.m. in Room 342 of the Dirksen Senate Office Building. CHAIRMAN DONALDSON TO TESTIFY Chairman Donaldson will testify before the U.S. House of Representatives, Commerce, Justice, and State Appropriations Subcommittee concerning appropriations for fiscal year 2005 on Wednesday, March 31, at 2:00 p.m. The hearing will be held at the U.S. Capitol in Room H-309. ENFORCEMENT PROCEEDINGS PUBLIC ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST ROBERT COURNOYER On March 26, the Commission entered an Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Order) against Robert Cournoyer. The Order alleges, among other things, that Cournoyer was acting as an unregistered broker-dealer in connection with his sales of GetAnswers, Inc. stock for which he received transaction-based compensation. The Order further alleges that on March 4, a final judgment was entered by consent against Cournoyer, permanently enjoining him from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a)(1) of the Exchange Act, and Rule 10b-5 thereunder, in the civil action entitled Securities and Exchange Commission v. GetAnswers, Inc., et al., Civil Action No. 03-20048-CIV- KING, in the United States District Court for the Southern District of Florida. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Cournoyer an opportunity to dispute these allegations, and to determine what remedial sanctions, if any, are appropriate and in the public interest. The Order requires the Administrative Law Judge to issue an initial decision no later than 210 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice. (Rel. 34-49490; File No. 3-11442) IN THE MATTER OF UNCOMMON MEDIA GROUP, INC. On March 29, the Commission issued an Order Instituting Public Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934 (Order) against Uncommon Media Group, Inc. (UMDA). UMDA, a Florida corporation with its principal place of business in New York, New York, purportedly created and delivered targeted marketing and advertising using multimedia technology, software, and the Internet. UMDA registered common stock with the Commission. The Order alleges that UMDA failed to file annual reports on Form 10-KSB for the year ended Dec. 31, 2002. The Order also alleges that UMDA failed to file quarterly reports on Form 10-QSB for the quarters ended: June 31, 2002; Sept. 30, 2002; March 31, 2003; June 30, 2003; and Sept. 30, 2003. Based on the above, the Order seeks to determine what, if any, remedial action is appropriate in the public interest against UMDA pursuant to Section 12(j) of the Exchange Act. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide the Respondent an opportunity to dispute these allegations, and to determine what remedial sanctions, if any, are appropriate and in the public interest. The Commission directed that an administrative law judge issue an initial decision in this matter within 120 days from the date of service of the Order Instituting Proceedings. (Rel. 34-49493; File No. 3-11443) SEC SETTLES FRAUD CASE AGAINST FORMER VICE-PRESIDENT OF FINANCE AND CHIEF ACCOUNTING OFFICER OF CANDIE'S, INC. AND IMPOSES AN ACCOUNTING BAR The Commission announced today that it has settled its civil injunctive action against Gary H. Klein, the former Vice-President of Finance and Principal Accounting Officer of Candie's, Inc. (Candie's). Klein is a resident of Harrison, New York. Without admitting or denying the Commission's allegations, Klein consented to the entry of a final judgment which permanently enjoins him from violating the antifraud, issuer reporting, and books and records provisions of the federal securities laws. The Commission filed its complaint on April 30, 2003. In the complaint, the Commission alleged the following: Candie's senior management, including Klein, engaged in a fraudulent scheme to inflate artificially Candie's financial results over two fiscal years. Klein helped to negotiate an agreement with a barter company, and during fiscal years 1998 and 1999, Candie's fraudulently recognized approximately $1.9 million in revenue pursuant to the agreement. In addition, Klein improperly recorded a $1.6 million credit against amounts owed to Candie's Asian sourcing agent during the third quarter of fiscal year 1998, which had the effect of decreasing expenses and therefore increased income by the same amount. Finally, Klein was aware that Candie's employed a "bill and hold" practice, and that during fiscal years 1998 and 1999, Candie's fraudulently recorded approximately $4.4 million in revenue pursuant to the "bill and hold" and other irregular shipping practices. The final judgment, which the Honorable Richard M. Berman of the Federal District Court for the Southern District of New York entered on March 16, 2004, permanently enjoins Klein from violating 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 and 13b2-1, and from aiding and abetting violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a- 1, and 13a-13. The judgment also orders Klein to pay civil monetary penalties of $75,000 and to pay disgorgement of $39,375, representing the proceeds from his sales of Candie's securities, plus prejudgment interest of $14,472.32. Finally, the final judgment permanently bars Klein from serving as an officer or director of a public company. On March 29, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Rule 102(e) of the Commission's Rules of Practice, Making Findings and Imposing Remedial Sanctions (Order) against Klein. The Order was based on a final judgment entered against Klein in the injunctive action (SEC v. Lawrence O'Shaughnessy, et al., Civil Action No. 03 CV 3022 (RMB), Litigation Release No. 18120 and Accounting and Auditing Enforcement Release No. 1766 (April 30, 2003)). In this Order, which Klein consented to without admitting or denying the findings, the Commission suspended Klein from appearing or practicing as an accountant before the Commission. (Rels. 33-8405; 34-49494; AAE Rel. 1980; File No. 3-11444) SEC HALTS $29.5 MILLION SECURITIES FRAUD IN SOUTHERN CALIFORNIA The Commission filed an emergency action on March 25 to halt a multi- million dollar, ongoing securities fraud perpetrated by Colin Nathanson, age 54, a resident of Coto De Caza, California, and nine of his businesses, eight of which are based in Orange County, California: Nathanson Investment Trust, Giant Golf Company, Play Big Enterprises, Inc., Starquest Management, Inc., Whitehawk Consulting Group, Inc., Leafhead Consultants, Inc., NetTel Consulting Corp., Yrmac Consulting Services, Inc., and Millennium Technical Group, Inc. Also, today the Honorable Gary L. Taylor, United States District Judge for the Central District of California, granted the relief that the Commission sought, issuing orders freezing assets, appointing a temporary receiver over any entity directly or indirectly controlled by Nathanson, and other relief. The Commission's complaint, filed on March 25 in federal court in Orange County, alleges that since 2001, Nathanson and his companies have raised $29.5 million from over 1800 investors nationwide through four fraudulent investment schemes. Nathanson was continuing to raise funds from investors in at least two of his schemes. The first of Nathanson's schemes involved selling securities in a golf equipment company he controls, Giant Golf Co., which purportedly was preparing to conduct an IPO. The second scheme is an ongoing Ponzi scheme involving several funds that would purportedly purchase air time to air Giant Golf's infomercials. In the third scheme, according to the complaint, Nathanson sold investment interests through the Nathanson Investment Trust in a purported unnamed software company that he claimed would soon be bought-out by a larger, unnamed, company. Finally, the complaint alleges that Nathanson sold securities in a company known as Millennium Technical Group that Nathanson said would exploit certain FCC licenses purchased in 1994. The Commission alleges that in these four schemes, the defendants lied to investors regarding how they would use the investor funds. The complaint alleges that without the investors' knowledge or consent, Nathanson commingled the investors' monies, and used the commingled funds to operate both the unprofitable defendant businesses and his other various unprofitable businesses. Additionally, the Commission's complaint alleges that since February 2001, Nathanson used at least $1 million of investor funds to support his extravagant lifestyle, including three homes and payment of $346,500 in gambling-related debts. Finally, the Commission alleges that, in Ponzi-like fashion, Nathanson has caused over $5 million of the $29.5 million raised to be paid to certain investors either as purported "returns" on their investments when, in fact, their investments were not profitable, or as purported returns of their principal. In its lawsuit, the Commission obtained an order (1) freezing the assets of Nathanson, Nathanson Investment Trust, Giant Golf, Play Big, Starquest, Whitehawk, Leafhead, NetTel, Yrmac, Millennium, and other Nathanson companies; (2) preventing destruction of documents; (3) appointing a temporary receiver over any entity directly or indirectly controlled by Nathanson; and (4) temporarily enjoining all of the defendants from future violations of the securities registration and antifraud provisions of the federal securities laws, Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission also seeks preliminary and permanent injunctions, and other relief, including disgorgement and civil penalties against all defendants. A hearing on whether a preliminary injunction should be issued against the defendants and whether a permanent receiver should be appointed is scheduled for April 5, 2004, at 1:30 p.m. [SEC v. Colin Nathanson, Individually and Doing Business as Nathanson Investment Trust, Giant Golf Company, Play Big Enterprises, Inc., Starquest Management, Inc., Whitehawk Consulting Group, Inc., Leafhead Consultants, Inc., NetTel Consulting Corp., Yrmac Consulting Services, Inc., and Millennium Technical Group, Inc., Civil Action No. SA CV 04- 0351 GLT (RZX) CDCA] (LR-18642) INVESTMENT COMPANY ACT RELEASES METROPOLITAN LIFE INSURANCE COMPANY, ET AL. An order has been issued on an application filed by Metropolitan Life Insurance Company, et al. pursuant to Section 26(c) of the Investment Company Act permitting the substitution of certain shares of the Metropolitan Series Fund, Inc. for Class A shares of certain portfolios of the CDC Nvest Cash Management Trust, CDC Nvest Funds Trust I, and CDC Nvest Funds Trust. The order also exempts applicants from the provisions of Section 17(a) of the Act to the extent necessary to permit certain in-kind transactions in connection with the substitutions. (Rel. IC- 26404 - March 29) MONEY MARKET OBLIGATIONS TRUST, ET AL. An order has been issued on an application filed by Money Market Obligations Trust, et al. for an exemption from Section 17(a) of the Investment Company Act. The order permits the transfer of certain assets of Tax-Free Instruments Trust, a series of Money Market Obligations Trust, to Edward Jones Tax Free Money Market Fund (Jones Fund) in exchange for shares of the Jones Fund. (Rel. IC-26405 - March 29) HOLDING COMPANY ACT RELEASES FIRSTENERGY CORP. A notice has been issued giving interested persons until April 20, 2004, to request a hearing on a proposal by FirstEnergy Corp., a registered holding company, to (1) make amendments to its articles of incorporation and code of regulations (Governing Documents) to declassify its board of directors and eliminate certain supermajority voting rights; and (2) terminate its shareholder rights plan. An order has been issued authorizing FirstEnergy Corp. to solicit proxies in connection with the proposed amendments to its Governing Documents and the approval of certain executive compensation plans and related amendments. (Rel. 35- 27823) CINERGY CORP. An order has been issued authorizing Cinergy Corp. (Cinergy), a registered public-utility holding company, to establish a subsidiary captive insurance company to engage in the business of insuring or reinsuring various levels of risk for Cinergy and its associate companies. (Rel. 35-27824) STANDARDS SETTING BOARDS ACCELERATED APPROVAL OF PROPOSED RULE AMENDMENT The Commission published for comment a proposed rule amendment (PCAOB- 2004-01) and granted accelerated approval to the proposed rule amendment submitted by the Public Company Accounting Oversight Board to change the effective date of the registration requirement for non-U.S. public accounting firms to July 19, 2004. Publication of the proposed rule amendment is expected in the Federal Register during the week of March 29. The comment period will end 30 days after the proposed rule amendment is published in the Federal Register. (Rel. 34-49473) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE The Options Clearing Corporation filed a proposed rule change (SR-OCC- 2003-12) to implement the Futures Agreement for Clearing and Settlement Services OCC and the Philadelphia Board of Trade. The rule change has become effective pursuant to 19(b)(3)(A)(iii) of the Securities Exchange Act and Rule 19b-4(f)(4) thereunder. Publication of the proposal is expected in the Federal Register during the week of March 29. (Rel. 34- 49477) PROPOSED RULE CHANGES The New York Stock Exchange filed a proposed rule change (SR- NYSE-2004- 09) to amend NYSE Rule 123C relating to Market-on-Close Policy and Expiration Procedures. Publication of the proposal is expected in the Federal Register during the week of March 29. (Rel. 34-49476) The Options Clearing Corporation filed a proposed rule change (SR-OCC- 2003-09) that would specify minimum net capital requirements for clearing members that facilitate stock settlement for other clearing members. Publication of the proposal is expected in the Federal Register during the week of March 29. (Rel. 34-49478) The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2004-036) to modify NASD Rule 7010(p)(3) to revise and update the fee schedule for OTC Bulletin Board historical trading activity reports. (Rel. 34-49486) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-PCX-2004-05) filed by the Pacific Exchange imposing a connectivity fee applicable to non- members that maintain a connectivity line with the Exchange. (Rel. 34- 49487) 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-3 RAMCO GERSHENSON PROPERTIES TRUST, 27600 NORTHWESTERN HWY, SUITE 200, SOUTHFIELD, MI, 48034, 2483509900 - 0 ($350,000,000.00) Equity, (File 333-113948 - Mar. 26) (BR. 08) S-3 SCOLR INC, 8340 154TH AVENUE NE, REDMOND, WA, 98052, 4258839518 - 0 ($14,562,351.00) Equity, (File 333-113949 - Mar. 26) (BR. 01) F-3 GILAT SATELLITE NETWORKS LTD, 7037349401 - 3,000,000 ($25,770,000.00) Other, (File 333-113950 - Mar. 26) (BR. 37) S-1 AXIS CAPITAL HOLDINGS LTD, 106 PITTS BAY ROAD, PEMBROKE, D0, 00000, 4412962600 - 0 ($580,000,000.00) Equity, (File 333-113951 - Mar. 26) (BR. 01) S-8 FSF FINANCIAL CORP, 201 MAIN ST SOUTH, HUTCHINSON, MN, 55350, 3202344500 - 230,000 ($7,323,200.00) Equity, (File 333-113952 - Mar. 26) (BR. 07) S-3 SEROLOGICALS CORP, 5655 SPALDING DRIVE, 5655 SPALDING DRIVE, NORCROSS, GA, 30092, 4042965595 - 0 ($130,000,000.00) Debt Convertible into Equity, (File 333-113953 - Mar. 26) (BR. 01) S-8 ANADYS PHARMACEUTICALS INC, 9050 CAMINO SANTA FE, SAN DIEGO, CA, 92121, 8585303600 - 2,175,742 ($8,624,949.00) Equity, (File 333-113954 - Mar. 26) (BR. 01) S-8 CCSB FINANCIAL CORP, 137,011 ($2,165,296.00) Equity, (File 333-113955 - Mar. 26) (BR. 07) S-8 AIRGATE PCS INC /DE/, 233 PEACHTREE ST NE, SUITE 1700, ATLANTA, GA, 30303, 4045257272 - 905,000 ($14,923,450.00) Equity, (File 333-113956 - Mar. 26) (BR. 37) S-1 MELLON BANK PFL MASTER NOTE TRUST, ONE MELLON CENTER, PITTSBURGH, PA, 15258, 2123252000 - 0 ($1,000,000.00) Asset-Backed Securities, 0 ($0.00) Other, (File 333-113957 - Mar. 26) (BR. ) S-8 CTD HOLDINGS INC, 27317 NW 78 AVENUE, N/A, HIGH SPRINGS, FL, 32643, 3864540887 - 100,000 ($37,000.00) Equity, (File 333-113958 - Mar. 26) (BR. 01) S-8 GENESIS BIOVENTURES INC, 1A - 3033 KING GEORGE HIGHWAY, SURREY, BRITISH COLUMBIA CAN, A1, V4P 1B8, 6045420820 - 200,000 ($2,000.00) Other, (File 333-113959 - Mar. 26) (BR. 01) S-8 MULTI COLOR CORP, 425 WALNUT STREET, SUITE 1300, CINCINNATI, OH, 45202, 5133811480 - 450,000 ($8,086,500.00) Equity, (File 333-113960 - Mar. 26) (BR. 05) S-4 READERS DIGEST ASSOCIATION INC, READERS DIGEST ROAD, PLEASANTVILLE, NY, 10570, 9142381000 - 0 ($300,000,000.00) Non-Convertible Debt, (File 333-113961 - Mar. 26) (BR. 05) S-8 ARTISOFT INC, 5 CAMBRIDGE CENTER, 3RD FLOOR, CAMBRIDGE, MA, 02142, 6173540600 - 0 ($6,725,128.62) Equity, (File 333-113962 - Mar. 26) (BR. 03) S-2 V ONE CORP/ DE, 20250 CENTURY BOULEVARD, SUITE 300, GERMANTOWN, MD, 20874, 3015155200 - 15,360,000 ($5,299,200.00) Equity, (File 333-113963 - Mar. 26) (BR. 03) S-4 SKY FINANCIAL GROUP INC, 221 SOUTH CHURCH STREET, BOWLING GREEN, OH, 43402, 4193276300 - 12,825,630 ($302,215,187.00) Equity, (File 333-113964 - Mar. 26) (BR. 07) S-8 GLOBAL ENTERTAINMENT CORP, 4909 E MCDOWELL ROAD, #104, PHOENIX, AZ, 85008, 4809940772 - 0 ($2,625,000.00) Equity, (File 333-113965 - Mar. 26) (BR. 05) S-8 LEGGETT & PLATT INC, NO. 1 LEGGETT ROAD, CARTHAGE, MO, 64836, (417) 358-8131 - 0 ($140,208,053.00) Equity, (File 333-113966 - Mar. 26) (BR. 06) S-8 LEGGETT & PLATT INC, NO. 1 LEGGETT ROAD, CARTHAGE, MO, 64836, (417) 358-8131 - 0 ($67,950,000.00) Equity, (File 333-113967 - Mar. 26) (BR. 06) S-4 CULLEN FROST BANKERS INC, 100 W HOUSTON ST, P O BOX 1600, SAN ANTONIO, TX, 78205, 2102204841 - 120,000 ($120,000,000.00) Other, (File 333-113968 - Mar. 26) (BR. 07) S-8 ROANOKE TECHNOLOGY CORP, 539 BECKER DRIVE, ROANOKE RAPIDS, NC, 27870, 2525379222 - 400,000,000 ($4,000,000.00) Equity, (File 333-113969 - Mar. 26) (BR. 08) S-8 TWEETER HOME ENTERTAINMENT GROUP INC, 40 PEQUOT WAY, CANTON, MA, 02021, 7818303000 - 0 ($27,300,000.00) Equity, (File 333-113970 - Mar. 26) (BR. 02) S-3 MISSION RESOURCES CORP, 1331 LAMAR, SUITE 1455, HOUSTON, TX, 77010, 7134953000 - 12,250,000 ($28,665,000.00) Equity, (File 333-113971 - Mar. 26) (BR. 04) S-1 CAMPBELL STRATEGIC ALLOCATION FUND LP, 210 W PENNSYLVANIA AVE, STE 770, BALTIMORE, MD, 21204, 4102963301 - 0 ($1,000,000,000.00) Limited Partnership Interests, (File 333-113972 - Mar. 26) (BR. 08) S-8 CONSOL ENERGY INC, C/O CONSOL INC, 1800 WASHINGTON RD, PITTSBURGH, PA, 15241, 0 ($79,072,500.00) Equity, (File 333-113973 - Mar. 26) (BR. 04) SB-2 ZOOLINK CORP, 34190 SEPULVEDA AVENUE, SUITE 217, CAPISTRANO BEACH, CA, 92624, 949-487-7295 - 5,028,409 ($301,704.54) Equity, (File 333-113974 - Mar. 26) (BR. 09) S-8 MANNATECH INC, 600 SOUTH ROYAL LANE, SUITE 200, COPPELL, TX, 75019, 9724717400 - 1,000,000 ($9,980,000.00) Equity, (File 333-113975 - Mar. 26) (BR. 01) S-3 PLUG POWER INC, 968 ALBANY-SHAKER ROAD, LATHAM, NY, 12110, 5187827700 - 2,400,000 ($18,024,000.00) Equity, (File 333-113976 - Mar. 26) (BR. 36) S-3 APARTMENT INVESTMENT & MANAGEMENT CO, 4582 SOUTHULSTER ST PARKWAY, DENVER, CO, 80237, 3037578101 - 0 ($1,000,000,000.00) Other, (File 333-113977 - Mar. 26) (BR. 08) N-2 FIRST TRUST FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II, C/O FIRST TRUST PORTFOLIOS LP, 1001 WARRENSVILLE RD SUITE 300, LISLE, IL, 60532, 6302414141 - 1,000 ($20,000.00) Equity, (File 333-113978 - Mar. 26) (BR. ) SB-2 CHIRAL QUEST INC, 7 DEER PARK DRIVE, SUITE E, PRINCETON CORPORATE PLAZA, MONMOUTH JUNCTION, NJ, 08852, 732-274-0399 - 7,723,041 ($8,689,036.25) Equity, (File 333-113980 - Mar. 26) (BR. 01) S-3 ORCHID BIOSCIENCES INC, 303 COLLEGE RD. EAST, PRINCETON, NJ, 08540, 6097502200 - 19,053,370 ($35,629,801.00) Equity, (File 333-113981 - Mar. 26) (BR. 01) S-4 AFFINITY GROUP INC, 64 INVERNESS DRIVE EAST, ENGLEWOOD, CO, 80112, 3037927284 - 0 ($200,000,000.00) Non-Convertible Debt, (File 333-113982 - Mar. 26) (BR. 05) S-3 LOUDEYE CORP, 1130 RAINIER AVENUE SOUTH, STE 000, SEATTLE, WA, 98144, 2068324000 - 0 ($24,809,333.00) Equity, (File 333-113983 - Mar. 26) (BR. 03) N-2 DUFF & PHELPS GLOBAL UTILITY INCOME FUND, 55 E MONROE STREET, CHICAGO, IL, 60603, 3123685510 - 50,000 ($1,000,000.00) Equity, (File 333-113984 - Mar. 26) (BR. ) S-3 CURTISS WRIGHT CORP, 1200 WALL ST W, LYNDHURST, NJ, 07071, 2018968400 - 0 ($300,000,000.00) Unallocated (Universal) Shelf, (File 333-113985 - Mar. 26) (BR. 06) S-4 STATION CASINOS INC, 2411 W SAHARA AVE, LAS VEGAS, NV, 89102, 7023672411 - 0 ($1,250,000,000.00) Non-Convertible Debt, (File 333-113986 - Mar. 26) (BR. 05) S-8 SEALY CORP, 520 PIKE ST, SEATTLE, WA, 98101, 2066251233 - 0 ($100,000,000.00) Equity, (File 333-113987 - Mar. 26) (BR. 06) 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. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. 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 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ 12 TO 20 PLUS INC NV X X 03/22/04 AAMES FINANCIAL CORP/DE DE X X 03/24/04 ABN AMRO MORTGAGE CORP SERIES 2001-1 DE X X 03/25/03 ABN AMRO MORTGAGE CORP SERIES 2001-4 DE X X 03/25/03 ABN AMRO MORTGAGE CORP SERIES 2002-9 DE X X 03/25/03 ACADIA REALTY TRUST MD X X 03/25/04 ACCESSPOINT CORP /NV/ NV X 03/25/04 AEROGEN INC DE X X 03/11/04 AGWAY INC DE X X 03/26/04 ALLIANCE RESOURCE PARTNERS LP DE X X 03/25/04 AMEND ALMOST FAMILY INC DE X X 12/31/03 AMERCO /NV/ NV X X 03/15/04 AMERICAN CONSOLIDATED MANAGEMENT GROU UT X 03/25/04 AMERICAN GENERAL FINANCE CORP IN X X 03/26/04 AMERICAN HOMESTAR CORP TX X 03/22/04 AMERICAN TIRE DISTRIBUTORS INC DE X X 03/26/04 AMERIVEST PROPERTIES INC MD X X 03/25/04 AMERON INTERNATIONAL CORP DE X 03/26/04 ANTICLINE URANIUM INC NV X X X X X 08/19/03 AMEND ARDEN GROUP INC DE X X 03/26/04 AROTECH CORP DE X 02/04/04 AMEND AURORA GOLD CORP DE X 03/25/04 AVISTAR COMMUNICATIONS CORP DE X X 03/25/04 BA MASTER CREDIT CARD TRUST / X 03/15/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 03/25/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 03/25/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 03/25/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 03/25/04 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 03/26/04 BAY VIEW SECURITIZATION CORP DE X 03/15/04 BAY VIEW TRANSACTION CORP X 03/15/04 BEAR STEARNS ASSET BACK SEC IRWIN WHO DE X X 09/25/03 AMEND BEHRINGER HARVARD MID TERM VALUE ENHA TX X X 03/26/04 BEHRINGER HARVARD SHORT TERM OPPORTUN TX X X 03/26/04 BIGGEST LITTLE INVESTMENTS LP DE X 03/10/04 BLUE DOLPHIN ENERGY CO DE X X 03/26/04 BLUE RIDGE ENERGY INC X 03/25/04 BMC INDUSTRIES INC/MN/ MN X X 03/22/04 BOYD GAMING CORP NV X X 03/26/04 BRAVO FOODS INTERNATIONAL CORP DE X 03/10/04 AMEND BROOKTROUT INC MA X X 03/25/04 CAMPBELL SOUP CO NJ X 03/26/04 CANARGO ENERGY CORP DE X X 02/29/04 CANTERBURY PARK HOLDING CORP MN X X 03/26/04 CBRL GROUP INC TN X X 03/26/04 CFSB MOR SEC CORP HOME EQUITY ASSET T DE X X 03/25/04 CHROMAVISION MEDICAL SYSTEMS INC DE X X 03/25/04 CINEMARK USA INC /TX TX X 03/25/04 CITICORP MORTGAGE SECURITIES INC DE X 03/25/04 CITICORP MORTGAGE SECURITIES INC DE X 03/26/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 03/25/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 03/25/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 03/25/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 03/25/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 03/25/04 CITIZENS INC CO X X 03/22/04 CLAREMONT TECHNOLOGIES CORP NV X 03/12/04 AMEND COGENTRIX ENERGY INC NC X X 02/26/04 COLUMBIA BAKERIES INC NV X X 03/25/04 COMFORCE CORP DE X X 03/25/04 COMMUNITY VALLEY BANCORP CA X X 03/26/04 COMPUTER HORIZONS CORP NY X 03/24/04 COMPUTERIZED THERMAL IMAGING INC NV X X 03/25/04 CORTS TRUST FOR WEYERHAEUSER DEBENTUR DE X X 03/15/04 CSB BANCORP INC /OH OH X X 03/26/04 CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB ACCEPTANCE CORP HOME EQUITY LOAN DE X X 03/26/04 AMEND CSFB MORT SEC CORP COMM MORT PAS THR DE X X 03/12/04 CSFB MORTGAGE BACKED PASS THRU CERT S DE X 03/26/04 CWMBS INC DE X X 03/26/04 DATAMEG CORP NY X X 03/26/04 DEL LABORATORIES INC DE X X 03/25/04 DELTA MILLS INC DE X 03/26/04 DELTA WOODSIDE INDUSTRIES INC /SC/ SC X 03/26/04 DICKS SPORTING GOODS INC DE X X 03/23/04 DIGITAL INSIGHT CORP DE X X 03/22/04 DIRECTV GROUP INC DE X 03/26/04 DOVER MOTORSPORTS INC DE X 03/25/04 DRUCKER INC DE X X 03/19/04 EL PASO CORP/DE DE X X 03/26/04 ELECTRO RENT CORP CA X 02/29/04 ENTROPIN INC CO X X 03/11/04 EOP OPERATING LTD PARTNERSHIP DE X X 03/23/04 EPRESENCE INC MA X 03/26/04 EQUITY OFFICE PROPERTIES TRUST MD X X 03/23/04 EQUITY ONE MORTGAGE PASS-THROUGH TRUS DE X 03/25/04 EXPEDITORS INTERNATIONAL OF WASHINGTO WA X 03/25/04 FAIRPOINT COMMUNICATIONS INC DE X X 03/25/04 FARMER MAC MORTGAGE SECURITIES CORP DE X X 03/26/04 FIELDPOINT PETROLEUM CORP CO X X 03/11/04 FINANCIAL INDUSTRIES CORP TX X 12/31/03 FIRST CANADIAN AMERICAN HOLDING CORP DE X X X 03/26/04 FIRST HORIZON ASSET SECURITIES INC DE X X 03/24/04 FIRST HORIZON ASSET SECURITIES INC DE X X 03/24/04 FIRST NATIONAL BANKSHARES OF FLORIDA FL X X 03/22/04 FIRST ROBINSON FINANCIAL CORP DE X X 03/25/04 FIRST WEST VIRGINIA BANCORP INC WV X X 03/26/04 FMC TECHNOLOGIES INC X X 03/25/04 FMC TECHNOLOGIES INC X X 03/26/04 FONEFRIEND INC DE X 03/17/04 FORCE PROTECTION INC CO X X 03/23/04 GATEWAY DISTRIBUTORS LTD NV X X 02/18/04 AMEND GENAERA CORP DE X X 03/25/04 GENAERA CORP DE X X 03/25/04 GENERAL MARITIME CORP/ X 03/26/04 GENTEK INC DE X 03/25/04 GEOGLOBAL RESOURCES INC DE X 03/26/04 AMEND GEORGIA GULF CORP /DE/ DE X X 03/26/04 GLACIER BANCORP INC DE X X 03/24/04 GLOBAL LIFE SCIENCES INC X X 02/25/04 GREYHOUND LINES INC DE X X 03/26/04 GS MORTGAGE SECURITIES CORP DE X X 03/24/04 HALOZYME THERAPEUTICS INC NV X X 03/11/04 HARKEN ENERGY CORP DE X X 03/26/04 HARLEYSVILLE NATIONAL CORP PA X 03/25/04 HEARTLAND FINANCIAL USA INC DE X X 03/25/04 HEMISPHERX BIOPHARMA INC DE X 03/26/04 AMEND HERITAGE OAKS BANCORP CA X X 03/26/04 HOME EQUITY LOAN-BACKED NOTES SERIES DE X X 03/26/04 AMEND HUMAN GENOME SCIENCES INC DE X X 03/24/04 HYBRID FUEL SYSTEMS INC GA X X X X 03/19/04 HYPERDYNAMICS CORP DE X 03/25/04 INFOCROSSING INC DE X 03/26/04 INFOSPACE INC DE X X 03/25/04 INTERACTIVE MARKETING TECHNOLOGY INC NV X 03/23/04 INTERACTIVE MARKETING TECHNOLOGY INC NV X 03/24/04 AMEND INTERCEPT INC GA X X 03/22/04 INTERCEPT INC GA X 03/24/04 INTERLEUKIN GENETICS INC DE X 03/26/04 INTERNATIONAL PAPER CO /NEW/ NY X 03/25/04 INTRUSION INC DE X X 03/25/04 INVICTA GROUP INC X X 03/24/04 INVICTA GROUP INC X X 03/24/04 IRWIN HOME EQUITY LOAN BACK CERTS SER NY X X 05/27/03 AMEND IRWIN HOME EQUITY LOAN BACK CERTS SER NY X X 07/27/03 AMEND IRWIN HOME EQUITY LOAN BACK CERTS SER NY X X 12/27/03 AMEND ISTAR FINANCIAL INC MD X X 03/25/04 J CREW GROUP INC NY X X 03/26/04 JP MORGAN COMMERCIAL MORT PASS THR CE DE X X 03/15/04 KAISER GROUP HOLDINGS INC DE X 03/24/04 KERYX BIOPHARMACEUTICALS INC DE X X 03/25/04 KOS PHARMACEUTICALS INC FL X X 03/05/04 LAS VEGAS SANDS INC NV X 03/26/04 LEHMAN ABS CORP GOLDMAN SACHS CAP 1 S DE X X 03/19/04 LEUCADIA NATIONAL CORP NY X X 03/26/04 LL&E ROYALTY TRUST TX X X X 03/26/04 LOUISIANA PACIFIC CORP DE X X 03/25/04 MCCORMICK & CO INC MD X 03/23/04 MCDERMOTT INTERNATIONAL INC R1 X 03/25/04 MCG CAPITAL CORP DE X X 03/25/04 MEMBERWORKS INC DE X X 03/26/04 MEMBERWORKS INC DE X X 03/26/04 MEMC ELECTRONIC MATERIALS INC DE X 01/30/04 AMEND MENS WEARHOUSE INC TX X X 03/26/04 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 03/12/04 METAL MANAGEMENT INC DE X X 03/25/04 METROMEDIA INTERNATIONAL GROUP INC DE X X 03/18/04 MICROTEL INTERNATIONAL INC DE X 03/24/04 MIKOHN GAMING CORP NV X X 03/26/04 MINERALS TECHNOLOGIES INC DE X X 03/26/04 MODERN TECHNOLOGY CORP NV X 03/24/04 MODERN TECHNOLOGY CORP NV X 03/24/04 MODERN TECHNOLOGY CORP NV X 03/24/04 MODERN TECHNOLOGY CORP NV X 03/26/04 AMEND MORGAN STAN DEAN WIT CAP COM MORT PS DE X X 03/15/04 MORGAN STANLEY DEAN WITTER CAP I INC DE X X 03/25/04 MORTGAGE ASSET SECURITIZATION TRANSAC DE X 03/26/04 MYLAN LABORATORIES INC PA X X 03/26/04 MYOGEN INC DE X X 03/25/04 NAPRO BIOTHERAPEUTICS INC DE X X 03/25/04 NEOGEN CORP MI X X 03/25/04 NEWELL RUBBERMAID INC DE X X X 03/26/04 NEWMONT MINING CORP /DE/ DE X X 03/26/04 NISSAN AUTO LEASING LLC II DE X 03/15/04 NISSAN AUTO RECEIVABLES 2003-B OWNER DE X 03/15/04 NISSAN AUTO RECEIVABLES 2003-C OWNER DE X 03/15/04 NISSAN AUTO RECEIVABLES 2004-A OWNER DE X 03/15/04 NISSAN MASTER OWNER TRUST RECEIVABLES DE X 03/15/04 NOBLE INTERNATIONAL LTD DE X X 03/25/04 NOVAMED EYECARE INC DE X X 03/26/04 NSTOR TECHNOLOGIES INC DE X X 03/26/04 NUVELO INC NV X X 03/24/04 OMEGA HEALTHCARE INVESTORS INC MD X X 03/15/04 OMI CORP/M I X X 03/25/04 ONE PRICE CLOTHING STORES INC DE X X 03/09/04 OPTIMAL ROBOTICS CORP X 03/05/04 AMEND OPUS RESOURCE GROUP INC CO X X 01/31/04 AMEND OSI SYSTEMS INC CA X X X 03/19/04 PACIFIC GAS & ELECTRIC CO CA X 03/26/04 PACIFIC PREMIER BANCORP INC DE X X 03/26/04 PAVILION BANCORP INC X X 03/16/04 AMEND PAYMENT DATA SYSTEMS INC NV X 03/26/04 PENNICHUCK CORP NH X X 03/26/04 PG&E CORP CA X 03/26/04 PHOENIX FOOTWEAR GROUP INC DE X 02/12/04 AMEND PLIANT CORP UT X X 03/25/04 PLIANT CORP UT X 03/26/04 POLO RALPH LAUREN CORP DE X X 03/25/04 PRIME HOLDINGS & INVESTMENTS INC NV X 09/24/03 AMEND PRIMUS KNOWLEDGE SOLUTIONS INC WA X X 12/22/03 AMEND PUBLICARD INC PA X X 03/26/04 PXRE GROUP LTD X X 03/24/04 RAM VENTURE HOLDINGS CORP FL X 03/24/04 RESIDENTIAL ACCREDIT LOANS INC DE X X 03/26/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/25/04 REVA INC CO X 03/25/04 REVLON INC /DE/ DE X X 03/26/04 ROBBINS & MYERS INC OH X 03/25/04 ROLFE ENTERPRISES INC FL X X 02/20/04 RURAL CELLULAR CORP MN X X 03/25/04 SAKS INC TN X X 03/23/04 SEABULK INTERNATIONAL INC DE X X 03/26/04 SEABULK INTERNATIONAL INC DE X X X 03/26/04 SECURITISATION ADVISORY SEVS PTY LTD X X 03/22/04 SECURITIZED ASSET BACKED RECEIVABLES X X 03/23/04 SECURITY BIOMETRICS INC NV X X 03/19/04 SERVICE CORPORATION INTERNATIONAL TX X 03/26/04 SI INTERNATIONAL INC DE X X 03/26/04 SKYWAY COMMUNICATIONS HOLDING CORP FL X X 12/22/03 SKYWAY COMMUNICATIONS HOLDING CORP FL X X 01/20/04 SKYWAY COMMUNICATIONS HOLDING CORP FL X X 01/27/04 SKYWAY COMMUNICATIONS HOLDING CORP FL X X 01/30/04 SKYWAY COMMUNICATIONS HOLDING CORP FL X X 02/17/04 SKYWAY COMMUNICATIONS HOLDING CORP FL X X 02/24/04 SKYWAY COMMUNICATIONS HOLDING CORP FL X X 03/23/04 SKYWAY COMMUNICATIONS HOLDING CORP FL X X 03/26/04 SOUTHERN COMMUNITY BANCORP FL X X 03/26/04 SOUTHWEST WATER CO DE X X 03/24/04 SPIRE CORP MA X X 12/31/03 AMEND SPORT CHALET INC DE X X 03/25/04 SPORTS RESORTS INTERNATIONAL INC MI X X 03/25/04 STAR COMPUTING LTD NV X X 03/03/04 STEEL DYNAMICS INC IN X 03/26/04 STORAGE COMPUTER CORP DE X X X 03/19/04 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 03/24/04 STRUCTURED ASSET SEC CORP MORT PASS-T DE X 03/12/04 STRUCTURED PROD CORP STEP UP TR CREDI DE X X 03/15/04 STRUCTURED PRODUCTS CORP DE X X 03/15/04 STRUCTURED PRODUCTS CORP CAST SM STEP DE X X 03/15/04 STRUCTURED PRODUCTS CORP CAST STEP-UP DE X X 03/15/04 STRUCTURED PRODUCTS CORP CORTS TRUST DE X X 03/15/04 SUN BANCORP INC PA X X 01/12/04 SUNOCO INC PA X 01/28/04 AMEND SUPERIOR WHOLESALE INVENTORY FINANCIN DE X X 03/22/04 SYSTEMS EVOLUTION INC ID X X 09/19/03 TEL INSTRUMENT ELECTRONICS CORP NJ X 03/24/04 TELIK INC DE X 02/19/04 TESSERA TECHNOLOGIES INC DE X X 03/26/04 THQ INC DE X 03/26/04 TITAN CORP DE X X 03/19/04 TITAN PHARMACEUTICALS INC DE X X 03/26/04 TOWER AUTOMOTIVE INC DE X X 03/11/04 TROY GROUP INC DE X 03/22/04 TULLYS COFFEE CORP X X 03/23/04 TYCO INTERNATIONAL LTD /BER/ D0 X 03/26/04 UNICO AMERICAN CORP NV X 03/25/04 UNITED AUTO GROUP INC DE X X 03/26/04 UNITED WISCONSIN GRAIN PRODUCERS LLC WI X 03/20/04 USCORP NV X X 03/19/04 VASO ACTIVE PHARMACEUTICALS INC DE X X 03/26/04 VENDINGDATA CORP NV X X 03/25/04 VERDISYS INC CA X 03/23/04 VERSATA INC DE X 03/26/04 VINEYARD NATIONAL BANCORP CA X X 03/25/04 WACHOVIA COMMERCIAL MORT PASS THR CER NC X X 03/15/03 WACHOVIA COMMERCIAL MORT SEC INC COM NC X X 03/15/04 WACHOVIA COMMERCIAL MORT SEC INC COM NC X X 03/15/04 WALGREEN CO IL X X 03/22/04 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 05/25/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 05/25/03 WARNACO GROUP INC /DE/ DE X 03/26/04 WASHINGTON MUTUAL MORT SEC CORP MOR P DE X X 05/25/03 WASHINGTON MUTUAL MSC MORT PASS THR C DE X X 05/25/03 WELLS REAL ESTATE FUND II GA X 03/26/04 WELLS REAL ESTATE FUND II-OW GA X 03/26/04 WELLS REAL ESTATE FUND IX LP GA X 03/26/04 WELLS REAL ESTATE FUND X L P GA X 03/26/04 WELLS REAL ESTATE FUND XI L P GA X 03/26/04 WELLS REAL ESTATE FUND XII LP GA X 03/26/04 WELLS REAL ESTATE FUND XIII L P GA X 03/26/04 WESTAR ENERGY INC /KS KS X X 03/25/04 WHOLESALE AUTO RECEIVABLES CORP DE X 03/26/04 WILLIAMS INDUSTRIES INC VA X 03/11/04 AMEND WISCONSIN ENERGY CORP WI X 03/26/04 WORKFLOW MANAGEMENT INC DE X X 03/25/04 WSN GROUP INC NV X X X 03/25/04 XECHEM INTERNATIONAL INC DE X X 01/27/04 AMEND YAHOO INC DE X X 03/26/04 YDI WIRELESS INC DE X X 03/25/04 YUM BRANDS INC NC X X 03/24/04