SEC NEWS DIGEST Issue 2004-22 February 3, 2004 RULES AND RELATED MATTERS OPTIONS MARKET CONCEPT RELEASE The Commission has issued a release soliciting comments on whether it should take any action to improve the efficiency of the options markets and mitigate the conflicts of interest that may be impeding price competition in those markets. The release discusses changes in the options markets that have occurred since the start of widespread multiple trading of options that have had the greatest impact on competition. The release has a 60-day public comment period. FOR FURTHER INFORMATION, PLEASE CONTACT: Richard Strasser, attorney- fellow at (202) 942-0737, Office of Market Supervision, Division of Market Regulation, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-1001. (Rel. 34-49175; File No. S7-07-04) ENFORCEMENT PROCEEDINGS REVOCATION OF REGISTRATION OF SECURITIES OF JUST FOR FEET, INC. On February 2, the Commission revoked the registration of securities of Just for Feet, Inc. (Just for Feet), formerly headquartered in Birmingham, Alabama, registered with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (Exchange Act). In its Order revoking registration of securities of Just for Feet registered with the Commission pursuant to Section 12 of the Exchange Act, the Commission found the following: Just for Feet, a Delaware corporation based during the relevant period in Birmingham, Alabama, was a national retailer of athletic and outdoor footwear and apparel. The common stock of Just for Feet, now a defunct corporation, is registered pursuant to Section 12(g) of the Exchange Act (File No. 0-23570) and has been so registered since at least March 1994. It is currently quoted on the "Pink Sheets" disseminated by Pink Sheets LLC. Just for Feet filed for protection in November of 1999 under Chapter 11 of the Bankruptcy Code. This was converted to a Chapter 7 liquidation proceeding in 2000. In December 1996 and September 1999, Just for Feet failed to comply with Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, by including materially false and misleading information in filings, including financial statements that failed to conform with Generally Accepted Accounting Principles (GAAP), as required by Commission Regulation S-X, in its annual reports on Form 10-K for its fiscal years 1996, 1997 and 1998, in its quarterly reports on Form 10-Q for the first, second and third quarters of 1998 and the first and second quarters of 1999, in a registration statement on Form S-8 filed in May 1999 and in a registration statement on Form S- 4 filed in June 1999. Just for Feet also failed to comply with Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder, which require that certain issuers of securities file annual and quarterly reports with the Commission prepared in conformity with the requirements of the Commission's rules and regulations and containing such other information as is necessary to ensure that the statements made in those reports are not, under the circumstances, materially misleading, by including financial statements that failed to conform with GAAP in its annual reports on Form 10-K for its fiscal years 1996, 1997 and 1998, in its quarterly reports on Form 10-Q for the first, second and third quarters of 1998 and the first and second quarters of 1999. Without admitting or denying the facts or allegations in the Order Instituting Proceedings, Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934, Just for Feet consented, through its trustee in bankruptcy, to the entry of an order finding that it had failed to comply with the provisions noted above and revoking its registration. This is the third action the Commission has executed in this investigation. On May 12, 2003, the Commission filed a civil injunctive action against Adam Gilburne, former Executive Vice President and Superstore Division President of Just for Feet (Litigation Release No. 18139). On Sept. 30, 2003, the Commission issued a cease-and-desist order against Timothy McCool, a former employee of one of Just for Feet's vendors. (Exchange Act. Rel. No. 48575). The Commission's investigation is continuing. (Rel. 34-49167; File No. 3-11388) DEFAULT ORDER ON RESPONDENTS VALENTIN FERNANDEZ AND JUAN FERNANDEZ On February 2, the Chief Administrative Law Judge issued an Order Making Findings and Imposing Sanctions by Default on Respondents Valentin Fernandez and Juan Fernandez (Default Order). The Order Instituting Proceedings alleged that Juan Fernandez, a registered representative associated with broker-dealers, and Valentin Fernandez, an unassociated individual, previously pled guilty to conspiracy to commit securities fraud, mail fraud and wire fraud, and conspiracy to commit mail fraud and wire fraud in connection with the securities offerings of Lifekeepers International, Inc., BIZ Holdings, Inc., and Piccard Medical Corp. As a result, both Respondents were sentenced in U.S. v. Valentin Fernandez, Case No. 01-8060-CR-Ferguson (S.D. Fla. 2001), to fifty-one months in prison, three years' probation, and ordered to pay $8,936,761 in joint and several restitution. The Default Order bars Juan Fernandez from association with a broker or dealer and bars Valentin Fernandez and Juan Fernandez from participating in an offering of penny stock. (Rel. 34-49168; File No. 3-11347) IN THE MATTER OF ALFRED PALAGONIA, ALEX DEWAR, DARREN ORLANDO, STEVEN FRANTZ AND ANDREW SCHANDLER SEC BARS FIVE FORMER D.H. BLAIR BROKERS FROM THE SECURITIES INDUSTRY Today, the Commission issued an order barring five former stockbrokers at now-defunct broker-dealer D.H. Blair & Co., from associating with any broker or dealer. The five individuals-Alfred Palagonia, Alex Dewar, Darren Orlando, Steven Frantz and Andrew Schandler-consented to the issuance of the order, which was based on criminal convictions obtained by the Manhattan District Attorney's Office after an investigation by that office and the Commission staff. Each pleaded guilty to and was convicted of at least one count of violating the Martin Act-the New York state general business law-for market manipulation and fraudulent sales practices. People of New York v. D.H. Blair, et al., Ind. No. 3282/00. In connection with their pleas, the five brokers were sentenced to prison or probation and paid a total of $435,000 in restitution to defrauded investors. Specifically, Palagonia paid $400,000 and was sentenced to two to six years in prison. Orlando paid $35,000 and was sentenced to probation. Dewar, Frantz and Schandler were sentenced to probation and were not required to pay restitution. In addition, all but Palagonia were required to perform between 1,200 and 1,500 hours of community service. Since 2000, the Commission has revoked D.H. Blair's broker-dealer registration and barred four former officers and twelve former brokers from associating with any broker or dealer based on their prior criminal convictions. See Rels. 34-47070, 34-47071, 34-47072, 34-47073, and 34- 47074 and 34-47797. (Rel. 34-49174; File No. 3-11389) IN THE MATTER OF PAUL FLYNN On February 3, the Commission issued an Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 (Securities Act), Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Securities Exchange Act), Section 203(f) of the Investment Advisers Act of 1940 and Sections 9(b) and 9(f) of the Investment Company Act of 1940 and Notice of Hearing (Order). The Division of Enforcement (Division) alleges that from 2001 to 2003, Paul A. Flynn (Flynn), while employed as a Managing Director of Equity Investments at Canadian Imperial Bank of Commerce (CIBC), substantially assisted Security Trust Company, N.A. (STC) and CIBC hedge fund clients, including Canary Capital Partners, LLC (the Hedge Funds), in engaging in late trading and deceptive market timing of mutual fund shares. Flynn knew or was reckless in not knowing that the Hedge Funds were engaging in late trading and deceptive market timing. Specifically, the Division alleges that from 2001 to 2003, Flynn, while employed as a Managing Director of Equity Investments at CIBC, substantially assisted STC and the Hedge Funds in engaging in late trading and deceptive market timing. Flynn knew or was reckless in not knowing that the Hedge Funds were engaging in late trading and deceptive market timing. Flynn arranged for the Hedge Funds to receive financing from a CIBC affiliate, Canadian Imperial Holdings, Inc. (CIHI). Flynn negotiated and structured swaps and loan agreements that provided the Hedge Funds with leverage of at least 3:1 to trade in mutual fund shares. The Division futher alleges that Flynn arranged for financing for the Hedge Funds knowing that they traded through an electronic trading platform operated by STC. In or about September 2001, Flynn participated in a due diligence review of STC. After the due diligence review, Flynn prepared a memorandum concerning the results of the review. In the memorandum, Flynn described STC's "Same Day/Late Day Trading Platform and the benefits this proprietary platform brings to our Mutual Fund Market Timing Clients." First, Flynn's memorandum stated that, unlike standard platforms that require trades to be submitted before 4:00 p.m., clients using STC's platform "are able to submit trades for same day value" after 4:00 p.m. "based upon published Net Asset Values." According to Flynn's memorandum, "[A] pricing list is prepared by the company and submitted to our clients who are then able to run their timing models against actual closing prices instead of the previous day before they submit trades." Second, Flynn's memorandum explained that STC utilized several strategies to reduce the chance that mutual funds would detect the Hedge Funds' market timing and late trading: [T]he company allows our clients to submit trades in a number of methods to reduce the chance that they would appear to be timing a specific mutual fund. The different types of investing are as follows: 1) Traditional account specific fund investing keeping account balances small; 2) Using a number of multiple legal vehicles (i.e. different Tax ID numbers) they rotate the ownership of the mutual fund transferring balances between related accounts; 3) Piggy backing non- 12(b)1 accounts (i.e. 401K etc.) to invest in pools of funds on a net basis as specific ownership is not known by the fund; and 4) Piggy backing 12(b)1 accounts w[h]ere a specific agreement is made with a broker to include the additional fund investments.. On Nov. 25, 2003, the Commission filed an action against STC and three former officers of STC in U.S. District Court for the District of Arizona (STC Action). The Commission alleges in its complaint that the defendants participated in fraudulent mutual fund late trading and market timing schemes by a group of hedge funds, and thereby STC violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Rule 22c-1 promulgated under Section 22(c) of the Investment Company Act of 1940. One of the defendants in the STC Action is Nicole McDermott (McDermott), the former vice president of corporate services at STC. In a related criminal action in New York State Court, on or about Dec. 9, 2003, McDermott pleaded guilty to a violation of the New York State Martin Act, based on the same conduct alleged in the STC Action. In connection with the guilty plea, McDermott admitted under oath that, between 2000 and late 2003, she placed, and directed others to place, numerous orders on behalf of the Hedge Funds for the purchase and sale of shares of mutual funds after 4:00 p.m. (ET), and executed each of these orders at a price that was only available to investors who had placed their orders before 4:00 p.m. (ET). The Division alleges that by this conduct Flynn substantially assisted violations of Securities Act Section 17(a), Exchange Act Section 10(b) and Rule 10b-5 and Investment Company Act of 1940 Rule 22c-1 and seeks to determine what, if any, remedial action is appropriate including industry bars, disgorgement, civil penalty and a cease-and-desist order. A hearing will be scheduled before an Administrative Law Judge to determine whether the allegations contained in the Order are true, to provide Flynn an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate in the public interest. The Commission directed that an Administrative Law Judge shall issue an initial decision in this matter within 300 days from the date of service of the Order. (Rel. 33-8360; 34-49177; IA-2212; IC- 26345; File No. 3-11390; Press Rel. 2004-12) IN THE MATTER OF PAUL SHEEHAN DBA PAUL SHEEHAN & ASSOCIATES An Administrative Law Judge has issued an Order Making Findings and Imposing Remedial Sanction By Default (Default Order) against Paul Joseph Sheehan d/b/a Paul J. Sheehan & Associates (Sheehan). The Order Instituting Proceedings alleged that on Oct. 14, 2003, a judgment was entered against Sheehan in the U.S. District Court for the Central District of California, permanently enjoining him from future violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1), 206(2), and 207 of the Investment Advisers Act of 1940. The underlying complaint alleged that Sheehan, in his capacity as an investment advisor, participated in a fraudulent scheme in connection with the purchase and sale of securities. The Default Order finds the allegations to be true and bars Respondent from association with an investment adviser. (Rel. IA-2211; File No. 3- 11365) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx- 2004-02) relating to post-demutualization fees. The proposal has become effective upon filing under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of February 2. (Rel. 34-49157) ACCELERATED APPROVAL OF PROPOSED RULE CHANGES The Commission granted accelerated approval to a proposed rule change (SR-Phlx-2003-89), and Amendments No. 1 and 2 thereto, submitted by the Philadelphia Stock Exchange relating to the extension of a Linkage fee pilot program. Publication is expected in the Federal Register during the week of February 2. (Rel. 34-49163) The Commission granted accelerated approval to a proposed rule change (SR-PCX-2004-03), and Amendment No 1 thereto, submitted by the Pacific Exchange relating to the extension of a Linkage fee pilot program. Publication is expected in the Federal Register during the week of February 2. (Rel. 34-49164) 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 MILLENNIUM BANKSHARES CORP, 1601 WASHINGTON PLAZA, RESTON, VA, 20190, 0 ($8,266,400.00) Equity, (File 333-112387 - Feb. 2) (BR. 07) N-2 RMR HOSPITALITY & REAL ESTATE FUND, 400 CENTRE STREET, NEWTON, MA, 02458, 5,750,000 ($115,000,000.00) Equity, (File 333-112389 - Feb. 2) (BR. 18) N-2 DREMAN CLAYMORE DIVIDEND & INCOME FUND, 40 ($1,000,000.00) Equity, (File 333-112390 - Feb. 2) (BR. 17) S-8 MILITARY COMMUNICATIONS TECHNOLOGIES INC, 2222 MICHELSON DRIVE, SUITE 477, IRVINE, CA, 92660, 949-622-8508 - 2,308,421 ($300,095.00) Equity, (File 333-112401 - Feb. 2) (BR. 03) S-3 21ST CENTURY HOLDING CO, 4161 N W 5TH STREET, PLANTATION, FL, 33317, 9545819993 - 35,774 ($750,359.65) Equity, (File 333-112402 - Feb. 2) (BR. 01) S-3D SOUTH FINANCIAL GROUP INC, 102 S MAIN ST, GREENVILLE, SC, 29601, 8642557900 - 500,000 ($14,980,000.00) Equity, (File 333-112404 - Feb. 2) (BR. 07) S-8 NEWS CORP LTD, NEWS AMERICA INC, 1211 AVENUE OF THE AMERICAS, NEW YORK, NY, 10036, 2128527000 - 4,000,000 ($34,100,000.00) Other, (File 333-112405 - Feb. 2) (BR. 05) SB-2 Y3K SECURE ENTERPRISE SOFTWARE INC, 108 WEST STEWART AVE., PUYALLUP, WA, 98371, 6046883931 - 77,383,988 ($13,542,197.90) Equity, (File 333-112413 - Feb. 2) (BR. 08) S-1 FREMONT MICHIGAN INSURACORP INC, 833 EAST MAIN ST, FREMONT, MI, 49412 9751, 231 924 0300 - 862,500 ($8,625,000.00) Equity, (File 333-112414 - Feb. 2) (BR. ) S-4 UNION BANKSHARES CORP, 212 NORTH MAIN ST, P O BOX 446, BOWLING GREEN, VA, 22427, 8046335031 - 0 ($48,638,639.00) Equity, (File 333-112416 - Feb. 2) (BR. 07) S-8 DSP GROUP INC /DE/, 3120 SCOTT BLVD, SANTA CLARA, CA, 95054, 4089864300 - 0 ($23,520,817.60) Equity, (File 333-112417 - Feb. 2) (BR. 37) S-3 TUT SYSTEMS INC, 5964 W LAS POSITAS, PLEASANTON, CA, 94588, 9256826510 - 0 ($40,480,000.00) Equity, (File 333-112418 - Feb. 2) (BR. 37) S-3 ELIZABETH ARDEN INC, 14100 NW 60TH AVE, MIAMI LAKES, FL, 33014, 305-818-8000 - 1 ($150,000,000.00) Equity, (File 333-112419 - Feb. 2) (BR. 02) S-8 JACKSONVILLE BANCORP INC, 1211 WEST MORTON AVE, JACKSONVILLE, IL, 62650, 2172454111 - 278,313 ($3,440,548.00) Equity, (File 333-112420 - Feb. 2) (BR. 07) S-8 SCHERING PLOUGH CORP, ONE GIRALDA FARMS, MADISON, NJ, 07940-1000, 9738227000 - 0 ($8,725,000.00) Equity, (File 333-112421 - Feb. 2) (BR. 01) S-8 MEDSOURCE TECHNOLOGIES INC, 110 CHESHIRE LANE, MINNEAPOLIS, MN, 55305, 500,000 ($2,880,000.00) Equity, (File 333-112422 - Feb. 2) (BR. 01) S-4 DRS TECHNOLOGIES INC, 3RD FLOOR, 5 SYLVAN WAY, PARSIPPANY, NJ, 07054, 9738981500 - 0 ($350,000,000.00) Non-Convertible Debt, (File 333-112423 - Feb. 2) (BR. 05) SB-2 PATRIOT GOLD CORP, 102 DONAGHY AVENUE, -, NORTH VANCOUVER, A1, V7V 2L5, 604-980-8137 - 6,070,000 ($9,772,600.00) Equity, (File 333-112424 - Feb. 2) (BR. 09) S-3 BON TON STORES INC, 2801 E MARKET ST, YORK, PA, 17402-2406, 7177577660 - 476,890 ($5,169,487.60) Equity, (File 333-112425 - Feb. 2) (BR. 02) S-8 REDBACK NETWORKS INC, 300 HOLGER WAY, SAN JOSE, CA, 95134, 4087505000 - 12,475,610 ($70,758,896.24) Equity, (File 333-112426 - Feb. 2) (BR. 03) S-8 TESORO PETROLEUM CORP /NEW/, 300 CONCORD PLAZA DRIVE, SAN ANTONIO, TX, 78216-6999, 2108288484 - 2,150,000 ($33,432,500.00) Equity, (File 333-112427 - Feb. 2) (BR. 04) S-8 NEWS CORP LTD, NEWS AMERICA INC, 1211 AVENUE OF THE AMERICAS, NEW YORK, NY, 10036, 2128527000 - 2,000,000 ($17,050,000.00) Other, (File 333-112428 - Feb. 2) (BR. 05) S-4 O CHARLEYS INC, 3038 SIDCO DR, NASHVILLE, TN, 37204, 6152568500 - 0 ($125,000,000.00) Non-Convertible Debt, (File 333-112429 - Feb. 2) (BR. 05) SB-2 PEAK ENTERTAINMENT HOLDINGS INC, BAGSHAW HALL, BAGSHAW HILL, BAKEWELL, DEBRYSHIRE, X0, DE45 1DL, 44 1629 814555 - 10,740,000 ($4,296,000.00) Equity, (File 333-112430 - Feb. 2) (BR. 37) S-3 NETEGRITY INC, 6178901700 - 0 ($25,109,150.80) Equity, (File 333-112431 - Feb. 2) (BR. 03) SB-2 CDEX INC, 1700 ROCKVILLE PIKE, STE 400, ROCKVILLE, MD, 20852, 3018810080 - 0 ($2,668,428.07) Equity, (File 333-112432 - Feb. 2) (BR. 36) S-4 BANCSHARES OF FLORIDA INC, 3411 TAMIAML TRAIL NORTH SUITE 200, NAPLES, FL, 341001, 9416434646 - 844,793 ($6,014,926.00) Equity, (File 333-112433 - Feb. 2) (BR. 07) 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 ------------------------------------------------------------------------------------------------ AAMES FINANCIAL CORP/DE DE X 02/02/04 AAMES FINANCIAL CORP/DE DE X X 02/02/04 ABRAXAS PETROLEUM CORP NV X 01/28/04 ACCREDO HEALTH INC DE X 02/02/04 ACTION PERFORMANCE COMPANIES INC AZ X X 02/02/04 ADAPTEC INC DE X X 01/26/04 AFLAC INC GA X X 02/02/04 AGILYSYS INC OH X X 02/02/04 AGILYSYS INC OH X X 02/02/04 AIRGATE PCS INC /DE/ DE X X 02/02/04 AKAMAI TECHNOLOGIES INC DE X X 01/29/04 ALCAN INC A6 X X 12/15/03 ALFACELL CORP DE X 01/29/04 ALICO INC FL X 01/30/04 ALLEGIANCE TELECOM INC DE X X 01/30/04 ALLMERICA FINANCIAL CORP DE X 02/02/04 AMEND ALTIRIS INC DE X X 02/02/04 AMERICAN BILTRITE INC DE X X 01/29/04 AMERICAN COMMUNITY BANCSHARES INC NC X X X 01/27/04 AMERICAN EXPRESS CO NY X 01/29/04 AMERICAN FINANCIAL GROUP INC OH X X 01/28/04 AMEND AMERICAN LAWYER MEDIA HOLDINGS INC DE X X 02/02/04 AMERICAN LAWYER MEDIA INC DE X X 02/02/04 AMERICAN MEDICAL SECURITY GROUP INC WI X X 12/31/03 AMERISTAR CASINOS INC NV X X X 02/02/04 AML COMMUNICATIONS INC DE X 02/02/04 AMPLIDYNE INC DE X X X 01/28/04 APOGEE ENTERPRISES INC MN X 02/02/04 AQUENTIUM INC DE X X 01/06/04 ARIBA INC DE X X 01/23/04 ARRAY BIOPHARMA INC DE X 02/02/04 ARTHROCARE CORP DE X X 01/29/04 ARTHROCARE CORP DE X X 01/29/04 ASPECT COMMUNICATIONS CORP CA X X 01/30/04 ASTROPOWER INC DE X X 02/01/04 ASTROPOWER INC DE X 01/29/04 AMEND ATA HOLDINGS CORP IN X X 02/02/04 ATARI INC DE X 02/02/04 ATLAS AIR INC DE X X X 01/30/04 ATLAS AIR WORLDWIDE HOLDINGS INC DE X X X 01/30/04 AVALON DIGITAL MARKETING SYSTEMS INC NV X X 02/02/04 AVANEX CORP DE X 02/02/04 AVAYA INC DE X X 01/30/04 B2B INTERNET HOLDRSSM TRUST NY X X 12/31/03 BALDOR ELECTRIC CO MO X 01/29/04 BAM ENTERTAINMENT INC X X 01/29/04 BANC OF AMERICA MORT SEC ALTERNATIVE DE X X 09/25/03 BANCAFFILIATED INC X X 01/30/04 BANK OF NEW ENGLAND CORP MA X 12/31/03 BAR HARBOR BANKSHARES ME X 02/02/04 BEVERLY ENTERPRISES INC DE X 01/30/04 BEVERLY NATIONAL CORP MA X 02/02/04 BIOTECH HOLDRS TRUST X X 12/31/03 BOE FINANCIAL SERVICES OF VIRGINIA IN VA X 02/02/04 BOEING CAPITAL CORP DE X X X 02/02/04 BOSTON SCIENTIFIC CORP DE X 02/02/04 BRADLEY PHARMACEUTICALS INC DE X X 01/31/04 BROADBAND HOLDRS TRUST X 12/31/03 CANADIAN DERIVATIVES CLEARING CORP A6 X 01/31/04 CAROLINA BANK HOLDINGS INC NC X 02/02/04 CASS INFORMATION SYSTEMS INC MO X X 01/29/04 CELLWAY VENTURES INC NV X X 02/02/04 CENTER FINANCIAL CORP CA X X 01/22/04 CENTRAL PARKING CORP TN X X 01/28/04 CFS BANCORP INC DE X X 01/29/04 CHARTER COMMUNICATIONS INC /MO/ DE X 01/30/04 CHIQUITA BRANDS INTERNATIONAL INC NJ X 02/02/04 CITIGROUP MORTGAGE LOAN TRUST INC X 02/02/04 CLEVELAND CLIFFS INC OH X X 01/30/04 COACHMEN INDUSTRIES INC IN X X X 02/02/04 COAST CASINOS INC NV X 02/02/04 COAST HOTELS & CASINOS INC NV X 02/02/04 COMPREHENSIVE CARE CORP DE X X 02/02/04 COMPUMED INC DE X 12/22/03 COMPUTER TASK GROUP INC NY X 02/02/04 CONCENTRA OPERATING CORP NV X 02/02/04 CONTINENTAL AIRLINES INC /DE/ DE X X 02/02/04 CORAUTUS GENETICS INC DE X X 02/02/04 CORUS BANKSHARES INC MN X X 02/02/04 COX TECHNOLOGIES INC NC X X 01/29/04 CRAWFORD & CO GA X X 02/02/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 02/01/04 CROMPTON CORP DE X X 02/02/04 CRYO CELL INTERNATIONAL INC DE X X 01/29/04 CSFB MORTGAGE BACKED PASS THR CERTS S DE X 02/02/04 CYANOTECH CORP NV X 02/02/04 CYCO NET INC NV X X 12/31/03 AMEND DEL MONTE FOODS CO DE X X 02/02/04 DEX MEDIA EAST LLC DE X X 01/30/04 DIGITAL DATA NETWORKS INC WA X X 01/30/04 DISCOVER CARD MASTER TRUST I DE X 02/01/04 DREW INDUSTRIES INCORPORATED DE X X 02/02/04 ECHOSTAR COMMUNICATIONS CORP NV X 02/01/04 ECHOSTAR DBS CORP CO X 02/01/04 EGAMES INC PA X X 02/02/04 EL PASO CGP CO DE X X 02/02/04 EL PASO CORP/DE DE X X 02/02/04 EL PASO PRODUCTION HOLDING CO DE X X 02/02/04 ELECTRONICS BOUTIQUE HOLDINGS CORP DE X X 01/30/04 EMBARCADERO TECHNOLOGIES INC X 02/02/04 EMPIRE RESORTS INC DE X X 02/02/04 ENCORE WIRE CORP /DE/ DE X X X 02/02/04 ENTERGY CORP /DE/ DE X X X 02/02/04 EPICUS COMMUNICATIONS GROUP INC FL X 01/21/04 AMEND ERXSYS INC NV X 01/27/04 ESPEY MFG & ELECTRONICS CORP NY X X 01/29/04 EUROPE 2001 HOLDRS TRUST NY X 12/31/03 EVEREST RE GROUP LTD C8 X 12/31/03 EXCHANGE BANCSHARES INC OH X X 01/05/04 FAIRPOINT COMMUNICATIONS INC DE X 01/30/04 FIRST ALBANY COMPANIES INC NY X 12/31/03 FIRST FINANCIAL HOLDINGS INC /DE/ DE X 02/02/04 FIRST FINANCIAL HOLDINGS INC /DE/ DE X 02/02/04 FIRST NATIONAL CORP /VA/ VA X 01/27/04 FIRST NORTHERN COMMUNITY BANCORP CA X X 01/30/04 FOUR OAKS FINCORP INC NC X X 01/30/04 FRANKLIN ELECTRIC CO INC IN X X 01/30/04 FRANKLIN FINANCIAL CORP /TN/ TN X X 01/30/04 FREEMARKETS INC DE X 02/02/04 FTD INC DE X 01/30/04 FULLNET COMMUNICATIONS INC OK X X 01/30/04 GA FINANCIAL INC/PA DE X X 01/30/04 GANNETT CO INC /DE/ DE X 12/28/03 GARDEN FRESH RESTAURANT CORP /DE/ DE X X 01/30/04 GENELINK INC X X 01/27/04 GENERAL COMMUNICATION INC AK X X 02/02/04 GENOME THERAPEUTICS CORP MA X X 02/02/04 GEO SPECIALTY CHEMICALS INC OH X 02/02/04 GEOGLOBAL RESOURCES INC DE X 02/02/04 GOLDMAN SACHS ASSET BACKED SECURITIES X X 01/30/04 GREATER BAY BANCORP CA X X X 02/02/04 GREY WOLF INC TX X X 01/30/03 GREYHOUND LINES INC DE X X 01/31/04 GSI COMMERCE INC DE X 02/02/04 HAIGHTS CROSS COMMUNICATIONS INC DE X X 02/02/04 HALLIBURTON CO DE X 02/02/04 HARRELL HOSPITALITY GROUP INC DE X 01/30/04 HARTVILLE GROUP INC NV X X 01/28/04 HEALTH CARE REIT INC /DE/ DE X 02/02/04 HEALTHSOUTH CORP DE X X 02/02/04 HEALTHTRONICS SURGICAL SERVICES INC GA X 02/02/04 HOME EQUITY LOAN TRUST SERIES 2003-HE DE X X 05/15/03 AMEND HUGHES SUPPLY INC FL X X 01/30/04 HUMANA INC DE X 12/31/03 IASIS HEALTHCARE CORP DE X X X 01/31/04 ICU MEDICAL INC/DE DE X X 02/02/04 IMAGING DIAGNOSTIC SYSTEMS INC /FL/ FL X 01/29/04 IMCO RECYCLING INC DE X 02/02/04 IMH ASSETS CORP DE X X 01/29/04 INCYTE CORP DE X 02/02/04 INCYTE CORP DE X 02/02/04 INFORTE CORP DE X 01/29/04 INTERNATIONAL PAPER CO /NEW/ NY X X X 02/02/04 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