SEC NEWS DIGEST Issue 2005-07 January 11, 2005 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING – TUESDAY, JANUARY 18, 2005 – 2:00 P.M. The subject matter of the closed meeting scheduled for Tuesday, January 18, 2005, will be Formal orders of investigations; 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 ORDER ISSUED IN THE MATTER OF AMERICAN MULTIPLEXER CORP. An Administrative Law Judge has issued an Order Making Findings and Revoking Registrations by Default in American Multiplexer Corp., Administrative Proceeding No. 3-11760. The Order Instituting Proceedings alleged that Respondents JTS Corp. and Webvan Group, Inc., failed to file required annual and quarterly reports for several periods while the securities were registered with the Commission. The Default Order finds these allegations to be true and revokes the registrations of the securities of JTS Corp. and Webvan Group, Inc. (Rel. 34-50993; File No. 3-11760) IN THE MATTER OF MICHAEL LOMAS AND MICHAEL YOUNG On January 10, the Commission announced the issuance of an Order Making Findings and Imposing Remedial Sanctions as to Respondent Michael L. Young Pursuant to Section 15(b) of the Securities Exchange Act of 1934. The Order finds that Respondent Young was permanently enjoined from future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and from aiding and abetting future violations of Section 15(a) of the Exchange Act based on the entry, on Sept. 21, 2004, of an order by the United States District Court for the Northern District of Georgia in the civil action entitled Securities and Exchange Commission v. Mobile Billboards of America, Inc., International Payphone Company, Reserve Guaranty Trust, Michael A. Lomas and Michael L. Young, Civil Action No. 1:04-CV-2763 (N.D.Ga. Sept. 21, 2004). The Commission’s complaint alleged that, in connection with the unregistered sale of investment contracts, Mobile Billboards, Lomas and Young sold approximately $60.5 million of mobile billboard investments to approximately 700 investors. Outdoor Media Industries leased the billboards back from investors for seven years for monthly payments equivalent to 13.49% annually. Reserve Guaranty Trust purportedly operated as a sinking fund and issued investors certificates that purportedly guaranteed funding for Mobile Billboards’ commitment to buy back the billboards at the full purchase price at the end of the seven- year lease. The complaint alleged that the investment program operated as a Ponzi scheme because the collective business did not generate sufficient advertising revenue to make monthly lease payments to investors and, instead, relied on new investor money. The complaint further alleged that Mobile Billboards’ sales materials made false claims about the number of billboards that were operational and misrepresented the value of assets contributed to Reserve Guaranty. The complaint also alleged that the investment contracts were sold through a network of independent sales agents that were acting as broker-dealers, at least some of whom were not registered with the Commission as brokers or dealers. Lomas and Young directed the sales agents. Each of them participated in hiring, training, and directing the operations of the independent sales agents. The complaint further alleged that Lomas and Young prepared and provided sales materials to the agents and paid their commissions. Based on the above, the Order bars Young from association with any broker or dealer. Respondent Young consented to the issuance of the Order without admitting or denying any of the findings in the order. (Rel. 34-51008; File No. 3-11710) COMMISSION REVOKES REGISTRATIONS OF SECURITIES OF WEBVAN GROUP, INC. FOR FAILURE TO MAKE REQUIRED PERIODIC FILINGS On January 11, the Commission revoked the registration of each class of registered securities of Webvan Group, Inc. (WBVNQ) for failure to make required periodic filings with the Commission. Without admitting or denying the findings of the order, except as to jurisdiction, which it admitted, WBVNQ consented to the entry of an order finding that it had violated Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 13a-1 and 13a-13 thereunder and revoking the registration of each class of WBVNQ’s securities pursuant to Section 12(j) of the Exchange Act. This order settled the charges brought against it in In the Matter of American Multiplexer Corp., et al., Administrative Proceeding File No. 3-11760. Brokers and dealers should be alert to the fact that Exchange Act Section 12(j) provides, in pertinent part, as follows: No member of a national securities exchange, broker, or dealer shall make use of the mails or any means or instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked . . . . For further information contact: · Gregory G. Faragasso, Assistant Director, (202) 942-4601 · Neil J. Welch, Jr., Branch Chief, (202) 942-4821 Additional Materials Available at www.sec.gov Order Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 as to Webvan Group, Inc., In the Matter of American Multiplexer Corp., et al., Administrative Proceeding File No. 3-11760, Exchange Act Release No. 34- 51013 (Jan. 11, 2005). Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, In the Matter of American Multiplexer Corp., et al., Administrative Proceeding File No. 3-11760, Exchange Act Release No. 50771 (Dec. 1, 2004). (Rel. 34-51013; File No. 3-11760) TWO FORMER REGISTERED REPRESENTATIVES OF A BOCA RATON BROKER- DEALER/INVESTMENT ADVISER SETTLE SEC CHARGES IN CONNECTION WITH FRAUDULENT MUTUAL FUND MARKET TIMING AND LATE TRADING ACTIVITIES On January 11, the Commission announced a settled administrative proceeding against Respondents Lawrence S. Powell and Delano N. Sta.Ana in connection with their participation in a scheme to defraud mutual fund shareholders through improper market timing and late trading. Powell and Sta.Ana were formerly associated as registered representatives at Kaplan & Co. Securities, Inc., a Boca Raton-based broker-dealer and investment adviser. The Commission ordered Powell and Sta.Ana to pay $750,000, split equally, consisting of $510,000 in disgorgement, $240,000 in penalties, and other remedial measures. Powell and Sta.Ana consented to entry of the Commission’s Order without admitting or denying the findings. The Commission’s Order finds that Powell and Sta.Ana engaged in a course of business that operated as a fraud and deceit through the use of various devices to hide the identities of their customers from mutual funds to allow fraudulent market timing (short-term trading to exploit pricing inefficiencies) in those mutual funds. The Order also finds that Powell and Sta.Ana engaged in a fraudulent scheme to late trade mutual fund shares on behalf of their market timing customers. The Commission’s Order makes the following factual findings, · Respondents used multiple registered representative numbers to evade detection by the mutual funds and fraudulently conceal the identities of Kaplan & Co. registered representatives from mutual funds. · Respondents used multiple branch codes to hide the identity of the Kaplan & Co. Florida branch as the originating branch of the transactions. Respondents used Kaplan & Co.’s New York branch office to establish a second branch code, which was not readily recognizable by the mutual funds. This strategy was implemented and the new branch code was utilized even though no market timing trades were actually effected from Kaplan & Co.’s New York branch. By using a new branch code, Kaplan & Co.’s customers could continue market timing funds that had banned them and Kaplan & Co.’s Florida branch. · Respondents facilitated fraudulent market timing activities by establishing relationships with multiple clearing firms. Respondents further concealed their customers’ market timing activities from the mutual funds by opening accounts at multiple clearing firms. Customers were able to hide their identities from the mutual funds by using the new clearing firm identifiers and account numbers associated with each new clearing firm. This tactic allowed Respondents’ customers, once identified by a mutual fund as market timers, to switch to a different clearing firm and continue market timing undetected. · Respondents effected mutual fund trades for orders received after 4:00 p.m. ET, allowing their customers to receive the same-day net asset value pricing on those trades (as though the orders were received prior to the 4:00 p.m. ET stock market close). This system allowed Kaplan & Co.’s customers to capitalize on news events or market changes occurring after the 4:00 p.m. ET stock market close. · Respondents also engaged in the “next-day busting” of orders. On numerous occasions, Respondents’ mutual fund group effected trades for customers and then contacted the clearing firm the following morning to take steps to cancel or “bust” the trade. In some instances, the mutual fund group falsely told the clearing firm that the order had been “erroneously entered,” when in fact, the timing customer had simply changed its mind about placing the order. The Commission’s Order finds that Powell and Sta.Ana willfully violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and willfully aided and abetted and caused Kaplan & Co.’s violations of Section 15(c)(1) of the Exchange Act and Rule 22c-1 promulgated under Section 22(c) of the Investment Company Act, and requires Powell and Sta.Ana to cease and desist from violating these provisions. The Order also bars Powell and Sta.Ana from association with any broker, dealer or investment adviser. In accepting the settlement, the Commission considered Powell and Sta.Ana’s cooperation in this investigation. The Commission’s investigation of Powell and Sta.Ana and this enforcement action have been coordinated with the New York Attorney General’s Office. (Rel. 34- 51017; File No. 3-11794) SEC BRINGS FRAUD CHARGES AGAINST FORMER CBS MARKETWATCH COLUMNIST THOM CALANDRA FOR ILLEGAL TRADING SCHEME On January 10, the Commission today brought and settled civil fraud charges against Thom Calandra, a former columnist for the Internet website CBS MarketWatch.com. The Commission alleges that Calandra profited by secretly selling stocks shortly after his investment newsletter’s positive recommendations of the stocks caused their prices to rise. In settling the matter, Calandra, who lives in Sausalito, California, will pay over $540,000 in disgorgement and penalties. According to the Commission’s complaint, filed in the Northern District of California, Calandra made over $400,000 in illegal profits through a practice known as “scalping”—buying shares of thinly-traded, small-cap companies, writing highly favorable newsletter profiles recommending the companies to his newsletter subscribers, and then selling the majority of his shares when the increased demand generated by his favorable columns drove up the stock price. From March to December 2003, Calandra followed this “Buy-Write-Sell” pattern for 23 different stocks that he covered in The Calandra Report, without disclosing his actions to his readers. In addition, the Commission alleged that Calandra failed to tell his readers that he had received compensation from a stock promoter affiliated with two mining companies that Calandra profiled in The Calandra Report. The compensation took the form of heavily-discounted shares in the two companies—shares which Calandra later sold at a substantial profit after the stock prices rose following his favorable newsletter write-ups. Calandra, without admitting or denying the allegations in the Commission’s complaint, has agreed to a permanent injunction from further violations of the antifraud provisions of the federal securities laws (Sections 17(a) of the Securities Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder), and from further violations of Section 17(b) of the Securities Act of 1933, which prohibits the non-disclosure of compensation received for providing publicity about a security. Calandra also will disgorge $416,109.58 in illegal trading profits and prejudgment interest and will pay a civil penalty of $125,000. [SEC v. Thom Calandra, Case No. C05 00135 JCS, N.D. Cal., filed Jan. 10, 2005] (LR-19028) COMMISSION CHARGES THREE FORMER PURCHASEPRO EXECUTIVES, INCLUDING FORMER CEO CHARLES JOHNSON, JR., AND TWO FORMER AOL EXECUTIVES IN A FRUADULENT SCHEME TO INFLATE PURCHASEPRO’S REVENUES ALL FIVE EXECUTIVES CRIMINALLY CHARGED WITH SECURITIES FRAUD BY UNITED STATES ATTORNEY’S OFFICE FOR THE EASTERN DISTRICT OF VIRGINIA On January 10, the Commission submitted a civil complaint for filing in the United States District Court for the District of Columbia against PurchasePro’s founder and former Chief Executive Officer, Charles Johnson, Jr., two other former executives of PurchasePro.com Inc. — Chris Benyo and Michael Kennedy — and two former executive-level employees of America Online, Inc. — John Tuli and Kent Wakeford — for violations of the antifraud, books-and-records, internal accounting controls, periodic reporting and lying-to-auditors provisions of the federal securities laws. According to the complaint, the defendants participated in a fraudulent scheme to artificially inflate the reported and announced revenues of PurchasePro for the fourth quarter of 2000 (Q4 2000) and first quarter of 2001 (Q1 200”). PurchasePro, a Las Vegas- based Internet company, is now known as Pro-After, Inc. The Commission’s complaint alleges that, beginning in Q4 2000 and continuing through April 2001, each defendant took knowing and deliberate steps designed to inflate PurchasePro’s revenues in contravention of generally accepted accounting principles (GAAP). In particular, the complaint alleges that, Johnson: (i) fraudulently directed PurchasePro to issue $30 million in unearned performance warrants to AOL at the close of Q4 2000 in exchange for AOL’s undisclosed promise to deliver revenue to PurchasePro in future quarters; (ii) entered into, and concealed the existence of, reciprocal contingent agreements that rendered it improper to recognize $3.92 million in revenue from three marketplace license sales to PurchasePro customers in Q4 2000; (iii) backdated or otherwise concealed the execution time of three contracts signed in Q2 2000 in order to improperly recognize $14.7 million in revenue from those agreements in Q1 2001; (iv) entered into, and concealed the existence of, reciprocal contingent agreements that rendered it improper to recognize $4.4 million in revenue from three marketplace license sales to PurchasePro customers in Q1 2001; and (v) created or caused the creation of an entirely fraudulent contract purportedly entered into with AOL (called a “Statement of Work”), thereby causing PurchasePro to improperly recognize an additional $3.65 million in Q1 2001 revenue. The complaint further alleges that Benyo, PurchasePro’s Senior Vice President for Marketing and Network Development, along with Kennedy, PurchasePro’s Chief Technology Officer, also took steps to make it falsely appear that the Statement of Work agreement was executed during Q1 2001 when they knew, or were reckless in not knowing, that (i) revenue from the Statement of Work could not be properly recognized in Q1 2001 unless the contract had been signed and performance completed before the end of that quarter; (ii) that the Statement of Work had, in fact, been neither signed nor completed by the end of Q1 2001; and (iii) that PurchasePro nonetheless was going to include revenues from that contract in its Q1 2001 results. Additionally, according to the complaint, Wakeford: (i) fabricated documents to create the false impression that PurchasePro received far more in referred third party business from AOL than it actually had, thereby causing PurchasePro to improperly issue $30 million in PurchasePro warrants to AOL that AOL had not actually earned; (ii) proposed the false Statement of Work contract to help inflate PurchasePro’s Q1 2001 revenues; and (iii) took steps to backdate or otherwise make it falsely appear that a $3.7 million marketplace license sale agreement was executed within Q1 2001, when in fact the contract was not executed during that quarter. The complaint further alleges that Tuli, AOL’s Vice-President of Business Development for NetScape, repeatedly confirmed (or caused others to confirm) to PurchasePro’s auditors that the services described in the Statement of Work had been completed and accepted by AOL by the close of Q1 2001 – even though Tuli knew, or was reckless in not knowing, that those confirmations were false. The complaint alleges that as a result of the foregoing conduct, PurchasePro’s annual report on Form 10-K for fiscal year 2000 and quarterly report for Q1 2001 on Form 10-Q – as well as the company’s public earnings announcements - contained material misstatements and omissions. As alleged in the complaint, PurchasePro’s announced and reported revenues for Q4 2000 were artificially and materially overstated by over 11% . The complaint also alleges that the company issued a public earnings announcement for Q1 2001 that overstated revenues by 65% and subsequently filed a Form 10-Q for that quarter with the Commission that reported revenues that were artificially and materially inflated by 37%. In addition, the complaint alleges that Johnson attempted to conceal his fraudulent conduct by destroying, or directing others to destroy, all documents pertaining to PurchasePro’s dealings with AOL. Based on these allegations, the Commission charged: (i) Johnson with violating Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Exchange Act Rules 10b-5, 13b2-1, and 13b2-2, and with aiding and abetting PurchasePro’s violations of Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) and Rules 12b-20, 13a-1 and 13a-13 thereunder; (ii) Benyo with violating Exchange Act Section 13(b)(5) and Exchange Act Rules 13b2- 1 and 13b2-2, and with aiding and abetting PurchasePro’s violations of Exchange Act Sections 10(b), 13(b)(2)(A) and 13(b)(2)(B) and Exchange Act Rule 10b-5; (iii) Kennedy with aiding and abetting PurchasePro’s violations of Exchange Act Sections 10(b), 13(b)(5), 13(b)(2)(A) and 13(b)(2)(B) and Exchange Act Rules 10b-5, 13b2-1, and 13b2-2; (iv) Tuli with aiding and abetting of PurchasePro’s violations of Exchange Act Sections 10(b), 13(b)(5), 13(b)(2)(A) and 13(b)(2)(B) and Exchange Act Rules 10b-5, 13b2-1, and 13b2-2; and (v) Wakeford with aiding and abetting of PurchasePro’s violations of Exchange Act Sections 10(b), 13(a), 13(b)(5), 13(b)(2)(A), and 13(b)(2)(B) and Exchange Act Rules 10b- 5, 12b-20, 13a-1, 13a-13, 13b2-1 and 13b2-2. The Commission seeks (i) an injunction and civil penalty as to each defendant; (ii) disgorgement of all ill-gotten gains, with prejudgment interest thereon, as to Johnson, Benyo and Kennedy; and (iii) an order barring Johnson, Benyo, Kennedy, and Wakeford from acting as officers or directors of any public company. Also, in a related criminal proceeding, the United States Attorneys’ office for the Eastern District of Virginia announced that each of these defendants has been indicted on criminal charges, including securities fraud and conspiracy to commit securities fraud, arising from the same facts and circumstances as those alleged in the Commission’s complaint. The Commission acknowledges the assistance of the United States Department of Justice, the United States Attorney’s Office for the Eastern District of Virginia, and the Federal Bureau of Investigation in the investigation of this matter. [SEC v. Charles Johnson, Jr., Chris Benyo, Michael Kennedy, John Tuli, and Kent Wakeford, Civil Action No. 05-_______, D.D.C.] (LR-19029) LINES OVERSEAS MANAGEMENT, LTD. AND ITS MANAGING DIRECTOR, SCOTT LINES, ORDERED TO COMPLY WITH SEC SUBPOENAS On January 10, the Commission announced that, on January 7, Magistrate Judge Alan Kay of the U.S. District Court for the District of Columbia ordered Lines Overseas Management, Ltd. (“LOM”), a Bermuda-based financial services firm, and its Managing Director, Scott Lines, to comply with four subpoenas issued and served on Scott Lines by the Commission in connection with two separate investigations. LOM and Lines, a Bermuda resident, had refused to produce documents and appear for testimony as directed by the four subpoenas. On June 10, 2004, the Commission filed the above-mentioned subpoena enforcement action seeking a court order requiring LOM and Lines to comply with the subpoenas. The Commission had issued the subpoenas in connection with two separate investigations into possible fraud, market manipulation, and reporting violations in the securities of three U.S. public companies: Sedona Software Solutions, Inc., SHEP Technologies, Inc., and Hienergy Technologies, Inc. The Commission’s investigations have revealed that certain individuals engaged in extensive trading in the securities of Hienergy, Sedona, and SHEP through accounts at LOM in Bermuda, the Bahamas, and the Cayman Islands. The Commission alleged that the subpoenaed documents and testimony were relevant to matters under investigation and were within the scope of the Commission’s investigative authority. The subpoenas were served on Scott Lines on April 20, 2004, while he was in the United States. The Court ordered LOM and Lines to comply with the document subpoenas by no later than Feb. 14, 2005. Lines was ordered to appear for testimony in Washington, D.C., within 20 days of the Commission’s receipt of the document production. The Court found that it possessed personal jurisdiction over LOM and Lines, and rejected LOM’s contention that the confidentiality laws of Bermuda, the Bahamas, and the Cayman Islands precluded the firm from complying with the Commission’s subpoenas. [SEC v. Lines Overseas Management, Ltd., and Scott Lines, Misc. Action No. 1:04 MC 302, D.D.C.] (LR-19030) SEC SETTLES ACTIONS AGAINST TWO PERSONS IN CONNECTION WITH FINANCIAL FRAUD AND INSIDER TRADING AT U.S. FOODSERVICE SUBSIDIARY OF ROYAL AHOLD. On Dec. 28, 2004, the Commission settled an enforcement action alleging fraud and other violations relating to the financial fraud and insider trading at Royal Ahold’s U.S. Foodservice subsidiary with Timothy J. Lee and William Carter. On July 27, 2004, the SEC filed a complaint in the United States District Court for the Southern District of New York alleging that Michael Resnick, Mark P. Kaiser, Lee and Carter engaged in or substantially participated in a scheme to overstate Ahold’s income by $700 million or more in SEC filings and other public announcements for at least fiscal years 200 1 and 2002. Resnick, Kaiser, Lee, and Carter were top executives at Columbia, Maryland based wholesale food distributor U.S. Foodservice, a major subsidiary of Ahold. (LR-18797) The complaint alleges that they grossly inflated reported profits and induced numerous suppliers to submit false confirmations to the company’s auditors in order to conceal their fraud. The Commission alleges that Resnick, former CFO, Kaiser, former Chief Marketing Officer, Lee, former Executive Vice President of Purchasing, and Carter, former Vice President of Purchasing, violated the antifraud provisions; aided and abetted violations of the reporting provisions; and violated and aided and abetted violations of the books and records provisions of the Securities Exchange Act of 1934. The Commission also alleges that Lee engaged in repeated instances of tipping material, nonpublic information regarding Ahold’s March 2000 tender offer for U.S. Foodservice. Lee and Carter settled the Commission's action, without admitting or denying the allegations in the complaint, by consenting to permanent injunctions, officer and director bars, and payments of $235,000 disgorgement and $96,567 disgorgement and prejudgment interest, respectively. Lee was enjoined from violating Sections 10(b), 13(b)(5), and 14(e) of the Exchange Act and Rules 10b-5, 13b2-1, and 14e-3 thereunder, 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 13b2-2 thereunder. Carter was enjoined from violating Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 thereunder, 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 13b2-2 thereunder. The Commission will continue to litigate against the non-settling defendants. The Commission’s investigation is continuing. The Commission acknowledges the assistance and cooperation of the Office of the United States Attorney for the Southern District of New York, the New York Office of the Federal Bureau of Investigation, and the U.S Department of Labor, Employee Benefits Security Administration. [SEC v. Resnick, et al., Civil Action No. 1:04-cv-05824-MGC, S.D.N.Y., July 27, 2004] (LR-19031) SELF REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change (SR-CBOE-2005-01) filed by the Chicago Board Options Exchange relating to allowing market participants to submit orders for automatic execution has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected the Federal Register during the week of January 10. (Rel. 34-51003) PROPOSED RULE CHANGE The New York Stock Exchange has filed Amendment No. 3 to a proposed rule change (SR-NYSE-2004-49) under Rule 19b-4 of the Securities Exchange Act to clarify that proposed amendments to the Exchange’s Listed Company Manual to include procedures applicable to companies that fail to file annual reports with the Commission in a timely manner would apply to companies that are already late in filing their annual reports as of the date that the Commission approves the proposed rule change. Publication of the proposal is expected in the Federal Register during the week of January 10. (Rel. 34-50982) APPROVAL OF PROPOSED RULE CHANGES The Commission granted approval to a proposed rule change filed by the Municipal Securities Rulemaking Board (SR-MSRB-2004-08) under Section 19(b)(1) of the Securities Exchange Act of 1934 to amend MSRB Rule G-34, on CUSIP numbers and new issue requirements, to facilitate real-time transaction reporting of trades in new issue municipal securities. (Rel. 34-51000) The Commission, pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, has approved a proposed rule change (SR-NASD-2004-140) submitted by NASD to eliminate entry and application fees for exchange- listed issuer transferring listings to Nasdaq. Publication of the order is expected in the Federal Register during the week of January 10. (Rel. 34-51004) The Commission, pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, has approved a proposed rule change (SR-NASD-2004-142) submitted by NASD to establish fees for companies with a dual listing on the New York Stock Exchange and Nasdaq. Publication of the order is expected in the Federal Register during the week of January 10. (Rel. 34-51005) Pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, the New York Stock Exchange has filed a proposed rule change (SR-NYSE-2004- 54) relating to amendments to the NYSE Constitution and the adoption of an independence policy of the NYSE Board of Directors. Publication of the notice is expected in the Federal Register during the week of January 10. (Rel. 34-51015) WITHDRAWALS A notice has been issued giving interested persons until Feb. 4, 2005, to comment on the application of Southern California Edison Company to withdraw its cumulative preferred stock, 4.08% series, 4.24% series, 4.32% series, and 4.78% series, $25 par value, from listing and registration on the Pacific Exchange. (Rel. 34-51009) A notice has been issued giving interested persons until Feb. 4, 2005, to comment on the application of Edison International to withdraw its common stock, no par value, and rights to purchase series A junior participating cumulative preferred stock, no par value, from listing and registration on the Pacific Exchange. (Rel. 34-51010) A notice has been issued giving interested persons until Feb. 4, 2005, to comment on the application of Corautus Genetics Inc. to withdraw its common stock, $.001 par value, from listing and registration on the American Stock Exchange. (Rel. 34-51011) 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: . F-3 COMMTOUCH SOFTWARE LTD, 4086534330 - 6,955,684 ($2,434,489.00) Other, (File 333-121918 - Jan. 10) (BR. 37) S-3 FARO TECHNOLOGIES INC, 125 TECHNOLOGY PARK, LAKE MARY, FL, 32746- 6204, 4073339911 - 0 ($125,000,000.00) Equity, (File 333-121919 - Jan. 10) (BR. 36) S-8 USURF AMERICA INC, 2259227744 - 17,500,000 ($1,400,000.00) Equity, (File 333-121920 - Jan. 10) (BR. 03) SB-2 SYSTEMS EVOLUTION INC, 10707 CORPORATE DRIVE, SUITE 156, STAFFORD, TX, 77477, (281) 265-7075 - 93,334,204 ($7,466,736.29) Equity, (File 333-121921 - Jan. 10) (BR. 09) S-8 COMPOSITE TECHNOLOGY CORP, 2026 MCGRAW AVE, IRVINE, CA, 92614, (949) 428-8500 - 15,000,000 ($71,100,000.00) Equity, (File 333-121922 - Jan. 10) (BR. 36) S-8 DOMINOS PIZZA INC, 30 FRANK LLOYD WRIGHT DRIVE, ANN ARBOR, MI, 48106, 11,120,540 ($115,043,070.09) Equity, (File 333-121923 - Jan. 10) (BR. 02) SB-2 DONOBI INC, 3256 CHICO WAY NW, BREMERTON, WA, 98312, 360-782-4477 - 11,628,876 ($6,977,325.60) Equity, (File 333-121924 - Jan. 10) (BR. 09) S-4 NEWS CORP, 1211 AVENUE OF THE AMERICAS, NEW YORK, NY, 10036, 212-852-7000 - 0 ($5,427,540,000.00) Equity, (File 333-121925 - Jan. 10) (BR. 05) S-8 Community Bancorp, 400 S. 4TH STREET, SUITE 215, LAS VEGAS, NV, 89101, 702-878-0700 - 295,849 ($8,692,043.62) Equity, (File 333-121926 - Jan. 10) (BR. 07) S-8 FIRST ALBANY COMPANIES INC, 677 BROADWAY, ALBANY, NY, 12207-2990, 518-447-8673 - 0 ($15,000,000.00) Other, (File 333-121927 - Jan. 10) (BR. 07) S-8 FIRST ALBANY COMPANIES INC, 677 BROADWAY, ALBANY, NY, 12207-2990, 518-447-8673 - 0 ($9,000,000.00) Other, (File 333-121928 - Jan. 10) (BR. 07) S-3 VORNADO REALTY TRUST, 888 SEVENTH AVE, NEW YORK, NY, 10019, 212-894-7000 - 0 ($78,506,839.00) Equity, (File 333-121929 - Jan. 10) (BR. 08) N-2 Pioneer Floating Rate Trust, 60 STATE STREET, BOSTON, MA, 02109, 617-517-8909 - 0 ($1,000,000.00) Equity, (File 333-121930 - Jan. 10) (BR. 16) S-3 AVITAR INC /DE/, 65 DAN ROAD, SUITE 202, CANTON, MA, 02021, 7818212440 - 15,500,000 ($2,480,000.00) Equity, (File 333-121931 - Jan. 10) (BR. 36) SB-2 U.S. Helicopter CORP, DOWNTOWN MANHATTAN HELIPORT, PIER 6 EAST RIVER, NEW YORK, NY, 10004, 212-248-2002 - 10,556,723 ($10,556,723.00) Equity, (File 333-121933 - Jan. 10) (BR. 09) S-3 TALX CORP, 1850 BORMAN CT, ST LOUIS, MO, 63146, 3142147000 - 0 ($126,062,683.00) Equity, (File 333-121934 - Jan. 10) (BR. 03) SB-2 BP INTERNATIONAL INC, 510 W ARIZONA AVENUE, DELAND, FL, 32720, 3869436222 - 6,518,789 ($3,063,831.00) Equity, (File 333-121935 - Jan. 10) (BR. 05) S-4 WHITNEY HOLDING CORP, 228 ST CHARLES AVE, NEW ORLEANS, LA, 70130, 5045867570 - 1,518,765 ($1.00) Equity, (File 333-121936 - Jan. 10) (BR. 07) S-3 UNIVERSAL COMPRESSION HOLDINGS INC, 4440 BRITTMOORE RD, HOUSTON, TX, 77041, 7134664103 - 0 ($229,230,000.00) Equity, (File 333-121937 - Jan. 10) (BR. 06) S-1 EPICEPT CORP, 270 SYLVAN AVENUE, ENGLEWOOD CLIFFS, CA, 07632, 2018948980 - 0 ($75,000,000.00) Equity, (File 333-121938 - Jan. 10) (BR. ) S-8 MERISTAR HOSPITALITY CORP, 4501 N. FAIRFAX DRIVE, ARLINGTON, VA, 22203, 7038127200 - 0 ($16,440,000.00) Equity, (File 333-121939 - Jan. 10) (BR. 08) S-8 CARMIKE CINEMAS INC, 1301 FIRST AVE, COLUMBUS, GA, 31901, 7065763400 - 1,405,000 ($51,113,900.00) Equity, (File 333-121940 - Jan. 10) (BR. 05) S-8 AMERICAN OIL & GAS INC, 1050 17TH STREET, SUITE 1850, DENVER, CO, 80265, 3039910173 - 3,163,200 ($7,587,888.00) Equity, (File 333-121941 - Jan. 10) (BR. 04) S-3 ITERIS, INC., 1515 S. MANCHESTER AVE., ANAHEIM, CA, 92802, 7147745000 - 0 ($33,786,879.00) Equity, (File 333-121942 - Jan. 10) (BR. 37) S-4 WILSON BANK HOLDING CO, 623 W MAIN STREET, P.O. BOX 768, LEBANON, TN, 37087, 6154442265 - 0 ($7,901,824.00) Equity, (File 333-121943 - Jan. 10) (BR. 07) S-1 ACCURIDE CORP, ACCURIDE, 7140 OFFICE CIRCLE, EVANSVILLE, IN, 47715, 8129625000 - 0 ($290,000,000.00) Equity, (File 333-121944 - Jan. 10) (BR. 05) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: 1.01 Entry into a Material Definitive Agreement 1.02 Termination of a Material Definitive Agreement 1.03 Bankruptcy or Receivership 2.01 Completion of Acquisition or Disposition of Assets 2.02 Results of Operations and Financial Condition 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off- Balance Sheet Arrangement 2.05 Cost Associated with Exit or Disposal Activities 2.06 Material Impairments 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 3.02 Unregistered Sales of Equity Securities 3.03 Material Modifications to Rights of Security Holders 4.01 Changes in Registrant’s Certifying Accountant 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review 5.01 Changes in Control of Registrant 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics 7.01 Regulation FD Disclosure 8.01 Other Events 9.01 Financial Statements and Exhibits 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 DATE COMMENT 3D SYSTEMS CORP DE 7.01,9.01 01/10/05 ACCEPTANCE INSURANCE COMPANIES INC DE 1.03,9.01 01/07/05 ACNB CORP PA 8.01 01/05/04 ADOLOR CORP 1.01,9.01 01/06/05 ADVANCED MARKETING SERVICES INC DE 8.01,9.01 01/10/05 ADVANTAGE CAPITAL DEVELOPMENT CORP NV 8.01,9.01 01/10/05 AIRNET SYSTEMS INC OH 8.01,9.01 12/31/04 ALION SCIENCE & TECHNOLOGY CORP DE 2.02 01/05/05 ALLERGY RESEARCH GROUP INC FL 1.01,9.01 01/04/05 ALLIANCE RESOURCE PARTNERS LP DE 8.01,9.01 12/27/04 AMEND ALLIED HOLDINGS INC GA 2.02,9.01 01/07/05 ALLION HEALTHCARE INC DE 1.01,2.01,2.03,3.02,9.01 01/04/05 ALLTEL CORP DE 8.01,9.01 01/10/05 AMCON DISTRIBUTING CO DE 2.02,9.01 01/07/05 AMERICAN MEDICAL SYSTEMS HOLDINGS INC DE 2.02,8.01,9.01 01/10/05 AmeriCredit Automobile Receivables Tr DE 8.01,9.01 01/10/05 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE 8.01,9.01 01/10/05 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE 8.01,9.01 01/10/05 AmeriCredit Automobile Receivables Tr DE 8.01,9.01 01/10/05 AmeriCredit Automobile Receivables Tr DE 8.01,9.01 01/10/05 AMERISOURCEBERGEN CORP DE 8.01,9.01 01/07/05 AMKOR TECHNOLOGY INC DE 1.01,9.01 01/05/05 AMX CORP /TX/ TX 1.01,9.01 01/05/05 ANCHOR GLASS CONTAINER CORP /NEW DE 3.01 01/05/05 ANDRESMIN GOLD CORP MT 1.01,8.01,9.01 12/13/04 ANGELCITI ENTERTAINMENT INC /FL/ NV 8.01 01/07/05 AMEND ARAMARK CORP/DE DE 1.01,9.01 01/04/05 ARTHROCARE CORP DE 1.01 01/05/05 ASHFORD HOSPITALITY TRUST INC MD 8.01,9.01 01/07/05 ASIA PAYMENT SYSTEMS NV 7.01,9.01 01/07/05 Asset Backed Pass-Through Certificate DE 8.01,9.01 01/10/05 ASTRATA GROUP INC NV 8.01,9.01 01/07/05 AVON PRODUCTS INC NY 8.01 12/22/04 AXEDA SYSTEMS INC DE 3.01 01/07/05 BAKERS FOOTWEAR GROUP INC MO 2.02,7.01,8.01,9.01 01/06/05 BANK OF GRANITE CORP DE 2.02,9.01 01/10/05 BAXTER INTERNATIONAL INC DE 1.01,2.03,2.06,9.01 01/06/05 BEAR STEARNS ASSET BACKED SECURITIES DE 8.01,9.01 12/27/04 BEAR STEARNS COMPANIES INC DE 8.01,9.01 01/06/05 BENCHMARK BANKSHARES INC VA 8.01,9.01 01/10/05 BICO INC/PA PA 8.01,9.01 01/05/05 BIOANALYTICAL SYSTEMS INC IN 1.01,2.01,2.03,9.01 01/04/05 BLACKSTOCKS DEVELOPMENT CORP DE 8.01 01/10/05 AMEND BLOCKBUSTER INC DE 8.01,9.01 01/07/05 BLUESTONE VENTURES INC 1.01,9.01 12/02/04 BOOKS A MILLION INC DE 7.01,9.01 01/01/05 BOSTON SCIENTIFIC CORP DE 2.02,9.01 01/10/05 BRANDPARTNERS GROUP INC DE 1.01,2.03 01/05/04 BRITESMILE INC UT 5.02,9.01 01/09/05 BULLDOG TECHNOLOGIES INC NV 7.01,9.01 01/06/05 BURLINGTON COAT FACTORY WAREHOUSE COR DE 8.01 01/10/05 CAMDEN NATIONAL CORP ME 1.01,9.01 01/10/05 CAPTIVA SOFTWARE CORP DE 2.02,9.01 01/10/05 CAREDECISION CORP NV 7.01 01/06/05 CATERPILLAR INC DE 8.01 01/09/05 CENVEO, INC CO 1.01,5.02,9.01 01/06/05 CERIDIAN CORP /DE/ DE 5.02,9.01 01/10/05 CHEC FUNDING LLC DE 8.01,9.01 01/10/05 CHECKPOINT SYSTEMS INC PA 5.02,9.01 01/10/05 CHINA DIRECT TRADING CORP FL 5.02,9.01 01/06/04 CLEARONE COMMUNICATIONS INC UT 5.02 01/05/05 CNL RETIREMENT PROPERTIES INC MD 8.01,9.01 01/10/05 COLLEGE PARTNERSHIP INC NV 9.01 01/05/05 AMEND COLLINS INDUSTRIES INC MO 5.03,9.01 01/10/05 COMPASS MINERALS INTERNATIONAL INC DE 7.01 01/10/05 CONCORD COMMUNICATIONS INC MA 2.02,7.01,9.01 01/10/05 CONSOLIDATED CONTAINER CO LLC DE 5.02 01/04/05 COSINE COMMUNICATIONS INC DE 1.01,9.01 01/07/05 CREATIVE COMPUTER APPLICATIONS INC CA 7.01,9.01 01/10/05 CROWLEY MARITIME CORP DE 5.02 01/10/05 CROWN CASTLE INTERNATIONAL CORP DE 7.01,9.01 01/10/05 CUBIST PHARMACEUTICALS INC DE 2.02,9.01 01/10/05 CWABS Asset Backed Certificates Trust DE 8.01,9.01 12/27/04 CWABS Revolving Home Equity Loan Trus DE 8.01,9.01 12/22/04 CWABS Revolving Home Equity Loan Trus DE 8.01,9.01 12/23/04 CWABS Revolving Home Equity Loan Trus DE 8.01,9.01 12/23/04 CWALT INC 8.01,9.01 08/30/04 D & K HEALTHCARE RESOURCES INC DE 1.01,8.01,9.01 01/10/05 DANKA BUSINESS SYSTEMS PLC 5.02,9.01 01/03/05 DATASTREAM SYSTEMS INC DE 5.02,9.01 01/07/05 DCAP GROUP INC/ DE 5.03,9.01 01/05/05 DENNYS CORP DE 2.02,9.01 12/29/04 DENNYS CORP DE 8.01 01/07/05 Dermisonics, Inc 8.01 01/04/05 DIAMOND OFFSHORE DRILLING INC DE 8.01,9.01 01/10/05 DIGITAL ANGEL CORP DE 8.01,9.01 01/10/05 DIMECO INC PA 5.02 01/07/05 DJ ORTHOPEDICS INC DE 2.02,9.01 01/10/05 DOLLAR FINANCIAL GROUP INC NY 2.02,9.01 01/05/05 DOWNEY FINANCIAL CORP DE 7.01,9.01 12/31/04 EDISON INTERNATIONAL CA 8.01 01/10/05 EDISON MISSION ENERGY DE 8.01 01/10/05 ELECTRONICS BOUTIQUE HOLDINGS CORP DE 2.02,9.01 01/10/05 ELITE PHARMACEUTICALS INC /DE/ DE 8.01,9.01 01/07/05 EMCORE CORP NJ 7.01 01/10/05 Energy Transfer Partners, L.P. DE 2.02,7.01,9.01 01/07/05 ENESCO GROUP INC IL 5.02 01/06/05 ENNIS, INC. TX 2.02,7.01,9.01 11/30/04 ENZON PHARMACEUTICALS INC DE 5.02,9.01 01/04/05 EXELIXIS INC DE 1.01,3.02 01/10/05 FALCONSTOR SOFTWARE INC DE 5.02,9.01 01/06/05 FARMER BROTHERS CO CA 8.01 01/09/05 FIRST PACTRUST BANCORP INC MD 8.01,9.01 01/07/05 FLEXIBLE SOLUTIONS INTERNATIONAL INC NV 7.01,9.01 01/06/05 FOX ENTERTAINMENT GROUP INC DE 8.01,9.01 01/10/05 FRISCHS RESTAURANTS INC OH 2.02,9.01 01/10/05 FRONTIER INSURANCE GROUP INC DE 8.01 06/15/01 GADZOOKS INC TX 2.04 01/04/05 GAMMACAN INTERNATIONAL INC DE 5.02,9.01 01/07/05 GEN PROBE INC DE 1.01,9.01 01/04/05 GENELABS TECHNOLOGIES INC /CA CA 8.01 01/07/05 GENENCOR INTERNATIONAL INC DE 1.01 01/05/05 GENENTECH INC DE 8.01,9.01 01/10/05 GENZYME CORP MA 2.01 01/06/05 Georgetown Bancorp, Inc. X1 8.01,9.01 01/05/05 GOLF TRUST OF AMERICA INC MD 5.03,8.01,9.01 01/05/05 GP STRATEGIES CORP DE 8.01,9.01 01/10/05 GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01 01/10/05 GREENBRIER COMPANIES INC DE 2.02,9.01 01/10/05 GREIF INC DE 1.01 12/06/04 GS MORTGAGE SECURITIES CORP DE 8.01,9.01 01/06/05 GS MORTGAGE SECURITIES CORP DE 8.01,9.01 01/06/05 GS MORTGAGE SECURITIES CORP DE 8.01,9.01 01/07/05 HAIRMAX INTERNATIONAL INC NV 3.02,5.01,8.01 01/10/05 HarborView Mortgage Loan Trust 2004-9 DE 8.01,9.01 01/10/05 HEPALIFE TECHNOLOGIES INC FL 7.01,9.01 01/04/05 HINES REAL ESTATE INVESTMENT TRUST IN 1.01 01/10/05 HOLOGIC INC DE 1.01 12/15/04 Home Equity Mortgage Loan Asset Backe DE 2.01,8.01,9.01 12/28/04 HYBRIDON INC DE 1.01 11/30/04 IA GLOBAL INC DE 8.01 01/07/05 ICOS CORP / DE DE 5.02,9.01 01/05/05 ID-CONFIRM, INC. NV 3.02,9.01 01/10/05 IMAGENETIX INC /NV/ NV 3.02,9.01 01/07/05 INFOUSA INC DE 2.02,7.01,9.01 01/03/05 INNKEEPERS USA TRUST/FL MD 1.01,9.01 01/10/05 INPHONIC INC 2.01,9.01 01/04/05 INTEGRAMED AMERICA INC DE 7.01,9.01 01/10/05 INTELLIGROUP INC NJ 5.02 01/07/05 INTERLINE BRANDS, INC./DE DE 8.01 01/10/05 INTERSECTIONS INC DE 1.01,7.01 01/05/05 INTERSTATE HOTELS & RESORTS INC DE 2.01,9.01 10/26/04 AMEND INVESTMENT TECHNOLOGY GROUP INC DE 8.01 01/10/05 ISIS PHARMACEUTICALS INC DE 2.05,9.01 01/10/05 J.P. Morgan Chase Commercial Mortgage DE 8.01,9.01 12/29/04 JOHNSON CONTROLS INC WI 1.01,9.01 01/10/05 JONES LANG LASALLE INC MD 1.01,5.03,9.01 01/10/05 KANSAS CITY SOUTHERN DE 7.01 01/07/05 KAYDON CORP DE 1.01,8.01,9.01 01/07/05 KEY ENERGY SERVICES INC MD 7.01,9.01 01/07/05 KNOLOGY INC DE 1.02,9.01 01/07/05 KNOLOGY INC DE 1.02,9.01 01/04/05 AMEND LADISH CO INC WI 7.01,9.01 01/07/05 LASERCARD CORP DE 4.01,5.02 01/05/05 LEADIS TECHNOLOGY INC DE 2.02,9.01 01/10/05 LIBERATE TECHNOLOGIES DE 8.01,9.01 01/10/05 LIBERATE TECHNOLOGIES DE 2.02,9.01 01/10/05 LIPID SCIENCES INC/ AZ 7.01,9.01 01/10/05 LSI LOGIC CORP DE 2.02,9.01 01/04/05 LYNX THERAPEUTICS INC DE 3.01,8.01,9.01 01/07/05 MAGIC LANTERN GROUP INC NY 1.01,3.02,9.01 01/04/05 MATERIAL SCIENCES CORP DE 2.02,9.01 01/10/05 MEREDITH CORP IA 8.01,9.01 01/10/05 MGM MIRAGE DE 1.01,9.01 01/04/05 MIDDLEBY CORP DE 7.01,9.01 01/07/05 MILLENNIUM PHARMACEUTICALS INC DE 2.02,9.01 01/10/05 MISSION ENERGY HOLDING CO DE 8.01 01/10/05 MONARCH CASINO & RESORT INC NV 2.02 01/10/05 MOOG INC NY 1.01,2.03,8.01,9.01 01/10/05 MOSAIC CO 1.01,9.01 01/04/05 MTS MEDICATION TECHNOLOGIES, INC /DE/ DE 1.02,9.01 01/10/05 NAAC Alternative Loan Trust, Series 2 DE 2.01,9.01 12/29/04 NARA BANCORP INC DE 8.01 01/07/05 National Parking Systems, Inc. NV 8.01,9.01 01/07/05 AMEND NATIONAL PATENT DEVELOPMENT CORP DE 8.01,9.01 01/10/03 NETCO INVESTMENTS INC WA 2.03 12/23/04 NEWS CORP 8.01,9.01 01/10/05 NORTEL NETWORKS CORP 2.02,8.01,9.01 01/10/05 NORTEL NETWORKS LTD 2.02,8.01,9.01 01/10/05 NUTRITION MANAGEMENT SERVICES CO/PA PA 4.01,9.01 12/23/04 NYMAGIC INC NY 1.01,9.01 01/07/05 OPEN SOLUTIONS INC DE 2.02,9.01 01/10/05 ORACLE CORP /DE/ DE 2.01,9.01 12/29/04 AMEND OSCIENT PHARMACEUTICALS CORP MA 8.01 01/07/05 OSCIENT PHARMACEUTICALS CORP MA 5.02,9.01 01/04/05 OXFORD TECHNOLOGIES INC DE 2.01,5.01,5.02,9.01 03/03/03 AMEND OXIS INTERNATIONAL INC DE 2.04,5.02 01/06/05 PACIFIC SUNSET INVESTMENTS INC MN 5.02,8.01 01/07/05 PACKAGING DYNAMICS CORP DE 1.01,9.01 01/04/05 PALMETTO BANCSHARES INC SC 2.02,9.01 01/07/05 PARADISE TAN INC 8.01,9.01 12/30/04 PAVILION BANCORP INC 1.01,9.01 01/10/05 PAYMENT DATA SYSTEMS INC NV 3.02 01/04/05 PENTAIR INC MN 1.01,9.01 01/06/05 PEPCO HOLDINGS INC DE 5.02 01/05/05 PERICOM SEMICONDUCTOR CORP CA 5.02,9.01 01/07/05 PETROLEUM DEVELOPMENT CORP NV 8.01 01/10/05 PHARMACOPEIA DRUG DISCOVERY INC DE 7.01,9.01 01/10/05 PIERRE FOODS INC NC 2.02 01/10/05 PLANGRAPHICS INC CO 1.01,9.01 01/04/05 POLAROID HOLDING CO DE 1.01,9.01 01/07/05 POPULAR ABS, INC. DE 8.01,9.01 01/06/05 POPULAR ABS, INC. DE 8.01,9.01 01/06/05 PortalPlayer, Inc. CA 1.01 01/04/05 POTLATCH CORP DE 8.01 01/10/05 PRESIDION CORP FL 3.02,9.01 01/10/05 PROSPECT ENERGY CORP MD 1.01,4.01,5.02,8.01,9.01 01/07/05 PS BUSINESS PARKS INC/CA CA 7.01,9.01 01/07/05 Q COMM INTERNATIONAL INC UT 5.02 12/02/04 QUALITY DISTRIBUTION INC FL 1.01,2.06,9.01 01/07/05 QUANTUM CORP /DE/ DE 1.01,2.01,9.01 01/10/05 RAYOVAC CORP WI 1.01 01/05/05 RAYOVAC CORP WI 3.02 01/03/05 AMEND READERS DIGEST ASSOCIATION INC DE 9.01 01/10/05 REALNETWORKS INC WA 1.01 07/23/03 REDENVELOPE INC DE 5.02,7.01,9.01 01/06/05 REZCONNECT TECHNOLOGIES INC NY 5.03,8.01 01/07/05 RYERSON TULL INC /DE/ DE 1.01,2.03,9.01 01/04/05 SALIX PHARMACEUTICALS LTD 5.02,9.01 01/10/05 SANGAMO BIOSCIENCES INC DE 8.01,9.01 01/10/05 SCHUFF INTERNATIONAL INC DE 1.01,9.01 01/07/05 SENSE HOLDINGS INC FL 8.01,9.01 12/17/04 SEQUOIA MORTGAGE TRUST 2004-12 8.01,9.01 12/22/04 SHOE PAVILION INC DE 2.02,9.01 01/06/05 SHOPPING COM LTD NY 5.02 01/04/05 SHUFFLE MASTER INC MN 8.01 01/10/05 SI Financial Group, Inc. X1 7.01,9.01 01/10/05 SILICON IMAGE INC DE 1.01,9.01 01/04/05 SIRNA THERAPEUTICS INC CO 7.01,9.01 01/07/05 SKYLINE CORP IN 4.02 01/10/05 SMARTSERV ONLINE INC DE 4.01,9.01 12/15/04 AMEND SMITH & WOLLENSKY RESTAURANT GROUP IN DE 1.01,2.03,9.01 12/23/04 SOUTHSIDE BANCSHARES INC TX 5.02,5.03,9.01 12/16/04 SOUTHWEST BANCORP INC OK 2.02,8.01,9.01 01/10/05 SPECTRUM CONTROL INC PA 2.02,9.01 01/10/05 ST JOE CO FL 7.01,9.01 01/10/05 STERLING BANCSHARES INC TX 1.02 01/07/05 STEWART ENTERPRISES INC LA 1.01 01/07/05 STRUCTURED ASSET MORTGAGE INVESTMENTS DE 8.01,9.01 12/27/04 AMEND SULPHCO INC NV 5.02,9.01 01/07/05 SUNRISE SENIOR LIVING INC DE 7.01 01/10/05 SUPERIOR OIL & GAS CO NV 1.01 01/05/05 SYNNEX CORP DE 1.01 01/04/05 SYNOPSYS INC DE 8.01 01/10/05 TAPESTRY PHARMACEUTICALS, INC DE 7.01,9.01 01/10/05 TASER INTERNATIONAL INC 8.01,9.01 01/07/05 TEMPORARY FINANCIAL SERVICES INC WA 4.01 01/03/05 TETON PETROLEUM CO DE 1.01 01/05/05 THAXTON GROUP INC SC 8.01,9.01 12/29/04 THORATEC CORP CA 2.02 01/10/05 TORCH OFFSHORE INC DE 1.03,2.04,5.02 01/10/05 TOTAL LOGISTICS INC WI 1.01,9.01 01/04/05 TRANSAX INTERNATIONAL LTD CO 2.02,9.01 01/10/05 AMEND TRANSMERIDIAN EXPLORATION INC DE 5.02 01/10/05 TRESTLE HOLDINGS INC DE 8.01 01/06/05 TRINITY LEARNING CORP UT 1.01,9.01 01/06/05 TRIPOS INC UT 2.01 12/31/04 TRIPOS INC UT 1.01 11/30/04 AMEND TS&B HOLDINGS INC 2.02 01/07/05 TUT SYSTEMS INC DE 2.02,7.01,8.01,9.01 01/07/05 UAP HOLDING CORP DE 2.02,9.01 01/10/05 ULTIMATE ELECTRONICS INC DE 2.02,9.01 01/10/05 URBAN OUTFITTERS INC PA 2.02,9.01 01/06/05 URBANALIEN CORP NV 2.01,9.01 12/27/04 UTSTARCOM INC DE 8.01 01/04/05 VALENCE TECHNOLOGY INC DE 1.01,9.01 12/02/04 VELOCITY EXPRESS CORP DE 5.02 01/04/05 VERTEX PHARMACEUTICALS INC / MA MA 2.02,7.01,9.01 01/10/05 VIISAGE TECHNOLOGY INC DE 9.01 10/05/04 AMEND VION PHARMACEUTICALS INC DE 8.01,9.01 01/10/05 VISTACARE, INC. DE 1.01,5.02,9.01 01/10/05 WAL MART STORES INC DE 5.02,9.01 01/06/05 WELLS FARGO ASSET SECURITIES CORP DE 8.01,9.01 01/06/05 WELLS FARGO ASSET SECURITIES CORP DE 8.01,9.01 01/06/05 WEST BANCORPORATION INC IA 5.02 01/06/05 WET SEAL INC DE 8.01,9.01 01/07/05 WGL HOLDINGS INC VA 8.01 01/05/05 Wise Metals Group LLC DE 7.01,9.01 01/06/05 WITS BASIN PRECIOUS MINERALS INC MN 3.02,5.02 01/04/05 WORLD AIRWAYS INC /DE/ DE 1.01,2.01,5.03,8.01 01/10/05 XSTREAM BEVERAGE NETWORK, INC. NV 5.02 12/27/04