SEC NEWS DIGEST Issue 2002-97 May 20, 2002 COMMISSION ANNOUNCEMENTS CHAIRMAN HARVEY L. PITT PRAISES MUTUAL FUND DIRECTORS FORUM Securities and Exchange Commission Chairman Harvey L. Pitt applauded the formal organization of the Mutual Fund Directors Forum, a non-profit corporation dedicated to improving fund governance by offering continuing education and outreach programs to fund directors. Chaired by David S. Ruder, SEC Chairman from 1987-89, the Forum represents a re- organization of the Mutual Fund Directors Education Council, a group formed in 1999 in response to the SEC's call for improved fund governance. "I applaud the efforts of David Ruder and the Mutual Fund Directors Forum to provide another vehicle for the continuing education of fund directors," Pitt said. "Mutual funds are the investment of choice for millions of Americans in meeting their retirement, education and other financial goals. Mutual fund investors can benefit from groups like the Forum that seek to improve fund governance and promote the development of vigilant, dedicated and well-informed independent directors." The Forum has announced that through annual policy conferences, a newsletter, executive education courses and related programs, it intends to provide fund directors a vehicle to improve their skills as fund overseers, as well as an opportunity to exchange ideas, experiences and information. The Forum limits its membership to mutual fund independent directors. Mutual fund directors are charged with monitoring the activities of fund service providers and representing the interests of fund shareholders. (Press Rel. 2002-70) RULES AND RELATED MATTERS PROPOSED AMENDMENTS TO INVESTMENT COMPANY ADVERTISING RULES On May 17, the Commission issued proposed amendments to Rules 134, 156, and 482 under the Securities Act of 1933; Rule 34b-1 under the Investment Company Act of 1940; and four investment company registration forms (Forms N-1A, N-3, N-4, and N-6). The proposed amendments would require enhanced disclosure in mutual fund advertisements and are designed to encourage advertisements that convey balanced information to prospective investors, particularly with respect to past performance. The proposed amendments also would implement a provision of the National Securities Markets Improvement Act of 1996 by eliminating the requirement that Rule 482 advertisements for an investment company contain only information the substance of which is included in the investment company's statutory prospectus. Comments on the proposed amendments are due by July 31, 2002. (Rels. 33-8101; 34-45953; IC- 25575; File No. S7-17-02) THE CFTC AND SEC ADOPT JOINT RULES RELATING TO CASH SETTLEMENT AND REGULATORY HALT REQUIREMENTS FOR SECURITY FUTURES PRODUCTS The Commodity Futures Trading Commission (CFTC) and the Securities and Exchange Commission (SEC) are adopting a joint rule generally requiring that the final settlement price for each cash-settled security futures product fairly reflect the opening price of the underlying security or securities, and that trading in any security futures product halt when a regulatory halt is instituted with respect to a security or securities underlying the security futures product by the national securities exchange or national securities association listing the security. The rule adopted today would set forth more specifically how the exchange's or association's rules can satisfy provisions added to the Commodity Exchange Act (CEA) and the Securities Exchange Act of 1934 (Exchange Act) by the Commodity Futures Modernization Act of 2000. The SEC is also issuing a joint interpretation with the CFTC of the statutory requirement under the CEA and the Exchange Act that procedures be put in place for coordinated surveillance among the markets trading security futures products and any market trading any security underlying the security futures products or any related security. FOR FURTHER INFORMATION CONTACT: Cyndi Nguyen, Office of Market Supervision, Division of Market Regulation, at (202) 942-4163. (Rel. 34-45956; File No. S7-15-01) ENFORCEMENT PROCEEDINGS COMMISSION SANCTIONS DANIEL LEHL, ROBERT SCHLIEN, AMERICAN CAPITAL NETWORK, INC., MELVIN LEVINE, WILLIAM JONES, AND PHILIP GEORGESON On May 17, the Commission found that Daniel R. Lehl, Robert Schlien, American Capital Network, Inc., Melvin L. Levine, Williams David Jones, and Philip M. Georgeson violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Exchange Act Rule 10b-5. With the exception of Lehl and Georgeson, the Commission also found that the respondents violated Securities Act Section 17(b). Schlien, American Capital, Levine, Jones, and Georgeson promoted a gold- mining company, Sky Scientific, Inc. The Commission determined that they participated in the distribution of materially misleading publications to stimulate broker and retail interest in Sky Scientific, engaged in manipulation of the company's stock, and, with the exception of Georgeson, failed to disclose fully the amount of compensation they received for their promotional work. The Commission concluded that Lehl, formerly an associated person of a former registered broker- dealer, participated in a fraudulent scheme by making, and directing and encouraging salespersons to make, false and misleading statements to customers about Sky Scientific. The Commission ordered Lehl to pay a civil monetary penalty of $350,000, and barred him from associating with any broker, dealer, or member of a registered securities association or of a national stock exchange. The Commission ordered the respondents to cease-and-desist. It further ordered each of them to pay disgorgement as follows: Lehl to disgorge $241,167; Schlien and American Capital (jointly and severally) to disgorge $2,606,729; Levine to disgorge $79,350; Jones to disgorge $1,951,500; and Georgeson to disgorge $273,572. The Commission also ordered each of the respondents to pay prejudgment interest. (Rel. 33- 8102; 34-45955; File No. 3-9201) COMMISSION ISSUES ORDER INSTITUTING PROCEEDINGS AGAINST KFIR BARZILAY, YAN DIKSHTEYN, BORIS FIDLER, LAWRENCE PROSS AND EUGENE BEIGELMAN On May 20, the Commission entered an Order Instituting Public Administrative Proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Order) against Kfir Barzilay (Barzilay), Yan Dikshteyn (Dikshteyn), Boris Fidler (Fidler), Lawrence Pross (Pross), and Eugene Beigelman (Beigelman) (collectively, Respondents) based upon the entry of orders of permanent injunction against them for engaging in fraudulent sales practice abuses in the accounts of their customers at W.J. Nolan & Company, Inc. (W.J. Nolan). The Order as to Fidler is also based on his July 26, 1999 criminal conviction for one count of violating 18 U.S.C. 371 (conspiracy to commit securities fraud, wire fraud and commercial bribery), in U.S. v. Zaborsky, et al., No. 98 CRIM 1037, in the United States District Court for the Southern District of New York. The staff alleges that during the period April 1997 through November 1997, Respondents were registered representatives associated with W.J. Nolan, a broker-dealer registered with the Commission. On August 2, 1999, the Commission filed a Complaint in the United States District Court for the Northern District of Illinois against Respondents and others captioned SEC v. Kfir Barzilay, et al., No. 99 C 5023. The Commission's Complaint alleges, among other things, that while at W.J. Nolan, Respondents engaged in unauthorized and unsuitable trading and churning in the accounts of several of their customers. On January 24, 2002, in SEC v. Barzilay, the Honorable Ronald Guzman entered a Final Order of Permanent Injunction And Other Relief By Default Against Defendants Barzilay, Dikshteyn, Fidler and Pross, which among other things, enjoins them from violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 17(a) of the Exchange Act and Rule 17a-3 thereunder, and also enjoins Fidler and Pross from violating Section 15(b)(7) of the Exchange Act and Rule 15b7-1 thereunder. On March 13, 2002, Judge Guzman entered a Final Order of Permanent Injunction And Other Relief By Default Against Defendant Eugene Beigelman which, among other things, enjoins him from violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 17(a) of the Exchange Act and Rule 17a-3 thereunder. A hearing will be held before an administrative law judge to determine whether the staff's allegations against Respondents are true, to provide Respondents an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate in the public interest. (Rel. 34- 45961; File No. 3-10784) SEC INSTITUTES PROCEEDINGS AGAINST ERNST & YOUNG TO RESOLVE AUDITOR INDEPENDENCE ALLEGATIONS STEMMING FROM JOINT BUSINESS RELATIONSHIPS WITH AUDIT CLIENT On May 20, the Commission instituted public administrative proceedings against Ernst & Young LLP (E&Y) in an auditor independence case arising from E&Y's joint business relationships with one of its audit clients. As reflected in the order instituting the proceedings, the Commission's Division of Enforcement (Division) and Office of Chief Accountant (OCA) have alleged that E&Y violated the auditor independence requirements imposed by the Commission's rules and by generally accepted auditing standards in connection with E&Y's audits of the financial statements of PeopleSoft Inc. from 1994 through 2000, which occurred during the same period as the joint business relationships. According to the allegations made by the Division and OCA, E&Y violated Rule 2-02(b) of Commission Regulation S-X and caused PeopleSoft to file reports with the Commission throughout the relevant period that failed to include independently audited financial statements as required. The Division and OCA are seeking an order requiring E&Y to cease and desist from committing or causing such violations, requiring E&Y to disgorge the audit fees it was paid for the audits in question, and sanctioning E&Y pursuant to Commission Rule 102(e) for engaging in improper professional conduct. Among other things, the Division and OCA allege that, while E&Y was serving as PeopleSoft's auditor, E&Y and PeopleSoft jointly developed and marketed a software product called "EY/GEMS for PeopleSoft," which incorporated certain components of PeopleSoft's proprietary source code into software previously developed and marketed by E&Y's tax department. According to the allegations, E&Y sought to gain a competitive advantage by incorporating PeopleSoft's source code into its product, and agreed to pay PeopleSoft royalties ranging from 15% to 30% from each sale of the resulting product, with a guaranteed minimum royalty of $300,000. In addition, the Division and OCA allege that, throughout the relevant period, E&Y earned hundreds of millions of dollars in consulting revenues from implementing PeopleSoft software for third parties pursuant to an "Implementation Partners Agreement" it had with PeopleSoft. In doing so, the Division and OCA allege, E&Y closely coordinated and jointly marketed its implementation services with PeopleSoft, including reciprocal endorsements of each other, links to each other's websites, holding themselves out as "business partners" of one another, and sharing customer information, customer leads, and "target accounts." As noted in the Commission's order, this is the second auditor independence case the Commission has commenced against E&Y. In 1991, the Commission filed a complaint in federal court charging that E&Y, by failing to maintain its independence, caused and aided and abetted violations by two other audit clients of Exchange Act Sections 13(a) and 14(a) and Rules 12b-20, 13a-1, 14a-3, and 14a-9. That case was settled in 1995 with E&Y consenting to a Final Order directing E&Y to comply with an undertaking to comply with applicable auditor independence standards and guidelines. (See Litigation Release Nos. 12,885 (June 13, 1991) and 14,442 (March 15, 1995).) A hearing in the present case will be scheduled before an administrative law judge to determine whether the allegations contained in the order are true, to afford E&Y an opportunity to establish any defenses, and to determine what remedial actions or sanctions, if any, should be imposed against E&Y. (Rel. 34-45964; AAE Rel. 1558; File No. 3-10786) HOLDING COMPANY ACT RELEASES NORTHEAST UTILTLIES An order has been issued authorizing a proposal by Northeast Utilities (NU), a registered holding company, Western Massachusetts Electric Company WMECO), an electric utility subsidiary company of NU, and Connecticut Light and Power Company (CL&P), an electric utility subsidiary company of NU. WMECO and CL&P are authorized to repurchase common stock out of capital or unearned surplus from NU from proceeds from the sale of their respective interests in the Millstone Station nuclear generating facility up to specified amounts. In addition CL&P is authorized to repurchase common stock out of capital or unearned surplus from NU in accordance with its First Mortgage Indenture and Deed of Trust dated May 1, 1921. (Rel. 35-27529) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change (SR-Phlx-2001-24) and Amendment No. 4 thereto and granted accelerated approval of Amendment No. 5 to the proposed rule change submitted by the Philadelphia Stock Exchange pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 relating to the manual handling of certain AUTOM orders by specialists. Publication of the proposal is expected in the Federal Register during the week of May 20. (Rel. 34-45927) The Commission approved a proposed rule change (SR-Phlx-2001-27), as amended by Amendment Nos. 1, 2, 3, and 4, submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by the Philadelphia Stock Exchange relating to disengagement of AUTO-Ex due to extraordinary circumstances. (Rel. 34-45928) The Commission approved a proposed rule change (SR-Amex-2001-74), as amended by Amendment Nos. 1 and 2 thereto, submitted under Rule 19b-4 under the Securities Exchange Act of 1934 by the American Stock Exchange, and issued notice and granted accelerated approval of Amendment No. 3 to such proposal, which relates to the codification of the Exchange's Auto-Ex policy and calculation of the NBBO for use in Auto-Ex. (Rel. 34-45929) The Commission granted approval to a proposed rule change (SR-PCX-2001- 13) and Amendment No. 1 thereto submitted under Rule 19b-4 under the Securities Exchange Act of 1934 by the Pacific Exchange relating to its Auto-Ex system. (Rel. 34-45930) The Commission approved a proposed rule change (SR-Phlx-2001-35), as amended by Amendment Nos. 1, 2, 3, 4, and 5, submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by the Philadelphia Stock Exchange relating to providing automatic executions for public customer orders when another market is disseminating quotes deemed not to be reliable. (Rel. 34-45931) The Commission approved a portion of a proposed rule change not previously granted accelerated approval (SR-Phlx-00-93), as amended by Amendment Nos. 4, 5, 6, and 7, submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by the Philadelphia Stock Exchange relating to providing automatic executions for public customer orders at the NBBO. (Rel. 34-45932) The Commission approved a proposed rule change and Amendment No. 1 thereto submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by the National Association of Securities Dealers amending NASD Rule 3070 concerning the reporting of criminal offenses by Members and persons associated with a Member to the NASD (SR-NASD-2002-27). (Rel. 34-45933) The Commission approved a proposed rule change submitted under Rule 19b- 4 (SR-CBOE-2002-09) by the Chicago Board Options Exchange relating to the allocation of orders for Appointed Market-Makers in Index FLEX Options. Publication of the proposal is expected in the Federal Register during the week of May 20. (Rel. 34-45934) The Commission approved a proposed rule change submitted under Rule 19b- 4 (SR-CBOE-2002- 08) by the Chicago Board Options Exchange relating to the allocation of orders. Publication of the proposal is expected in the Federal Register during the week of May 20. (Rel. 34-45935) The Commission approved a proposed rule change submitted under Rule 19b- 4 (SR-CBOE-2002-10) by the Chicago Board Options Exchange relating to the allocation of orders for Lead Market-Makers and Supplemental Market- Makers logged on to the Rapid Opening System. Publication of the proposal is expected in the Federal Register during the week of May 20. (Rel. 34-45936) The Commission approved a proposed rule change submitted under Rule 19-4 (SR-PCX-2002-13) by the Pacific Exchange relating to the priority of bids and offers on the options floor and the manner in which orders must be allocated in connection with options transactions. Publication of the proposal is expected in the Federal Register during the week of May 20. (Rel. 34-45937) The Commission granted approval of a proposed rule change (SR-OCC-2001- 16) filed by The Options Clearing Corporation under Section 19(b)(1) of the Exchange Act. The order allows OCC to amend its by-laws and rules to provide for the clearance and settlement of transactions in commodity futures on broad-based stock indexes and options on such futures, both of which are subject to the exclusive jurisdiction of the Commodity Futures Trading Commission. Publication of the proposal is expected in the Federal Register during the week of May 20. (Rel. 34-45946) The Commission approved a proposed rule change and Amendment No. 1 thereto submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by the National Association of Securities Dealers to require NASD member broker-dealers that enter into subordination agreements to execute a Subordination Agreement Investor Disclosure Document as part of those agreements (SR-NASD-2002-12). (Rel. 34-45954) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change filed by the Philadelphia Stock Exchange (SR-Phlx- 2002-32) relating to various option fees has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of May 20. (Rel. 34-45942) A proposed rule change and Amendment No. 1 thereto filed by the Chicago Board Options Exchange (SR-CBOE-2002-25) to allow for $0.50 strike price intervals for options based on certain exchange-traded funds has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of May 20. (Rel. 34-45945) PROPOSED RULE CHANGE The Commission issued a notice of filing of a proposed rule change and Amendment No. 1 thereto (SR-NASD-2002-46) by the National Association of Securities Dealers pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934. The proposed rule change and Amendment No. 1 thereto relate to the Rule 6200 Series or the TRACE Rules. Publication of the notice in the Federal Register is expected during the week of May 20. (Rel. 34-45943) DELISTINGS GRANTED An amended order has been issued granting the application of the American Stock Exchange to strike from listing and registration certain call and put options contracts issued by the Options Clearing Corporation respecting certain underlying securities, effective at the opening of business on July 22, 2002. (Rel. 34-45958) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, no par value, of Mutual Risk Management Ltd., effective at the opening of business on May 17, 2002. (Rel. 34-45859) 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 UMDN INC, 217 ASHLAND AVENUE, SANTA MONICA, CA, 90405, 3103961475 - 4,000,000 ($2,000,000.00) Other, (File 333-88500 - May. 17) (BR. 08) S-8 UNITEDHEALTH GROUP INC, UNITEDHEALTH GROUP CENTER, 9900 BREN ROAD EAST, MINNEAPOLIS, MN, 55343, 9529361300 - 0 ($1,261,899,021.73) Equity, (File 333-88506 - May. 17) (BR. 01) S-3 GENERAL MOTORS CORP, 300 RENAISSANCE CTR, MAIL CODE: 482-C34-D71, DETROIT, MI, 48265-3000, 3135565000 - 5,000,000,000 ($5,000,000,000.00) Equity, (File 333-88508 - May. 17) (BR. 05) S-8 TEREX CORP, 500 POST ROAD EAST, STE 320, WESTPORT, CT, 06880, 2032227170 - 1,500,000 ($34,935,000.00) Equity, (File 333-88510 - May. 17) (BR. 36) S-8 FIRST FEDERAL BANCORP INC/OH/, 505 MARKET STREET, P O BOX 2865, ZANESVILLE, OH, 43702-2865, 7404530606 - 316,100 ($2,268,365.00) Equity, (File 333-88512 - May. 17) (BR. 07) S-8 CHIQUITA BRANDS INTERNATIONAL INC, 250 E FIFTH ST, CINCINNATI, OH, 45202, 5137848880 - 6,725,926 ($111,583,112.34) Equity, (File 333-88514 - May. 17) (BR. 04) S-8 BARNES GROUP INC, 123 MAIN ST, BRISTOL, CT, 06010, 8605837070 - 950,000 ($23,203,750.00) Equity, (File 333-88518 - May. 17) (BR. 06) S-8 EARTH SCIENCES INC, 8100 SOUTHPARK WAY, B-2, LITTLETON, CO, 80120, 303-734-1727 - 246,025 ($83,648.50) Equity, (File 333-88520 - May. 17) (BR. 04) S-8 ECONNECT, 2500 VIA CABRILLO MARINA SUITE 112, SAN PEDRO, CA, 90731, 3105414393 - 0 ($30,000.00) Equity, (File 333-88522 - May. 17) (BR. 08) S-4 TELEX COMMUNICATIONS INC, 12000 PORTLAND AVENUE SOUTH, BURNSVILLE, MN, 55337, 6128844051 - 0 ($58,717,421.00) Non-Convertible Debt, (File 333-88524 - May. 17) (BR. 37) S-8 EDISON INTERNATIONAL, 2244 WALNUT GROVE AVE, STE 369, P O BOX 800, ROSEMEAD, CA, 91770, 6263022222 - 10,000,000 ($195,000,000.00) Equity, (File 333-88526 - May. 17) (BR. 02) S-8 AFTERMARKET TECHNOLOGY CORP, ONE OAK HILL CENTER, SUITE 400, WESTMONT, IL, 60559, 6304556000 - 0 ($23,580,000.00) Equity, (File 333-88528 - May. 17) (BR. 05) S-8 LIPID SCIENCES INC/, 7068 KOLL CENTER PARKWAY, SUITE 401, PLEASANTON, CA, 94566, 925-249-4000 - 0 ($37,808,433.00) Equity, (File 333-88530 - May. 17) (BR. 01) S-3 OHIO CASUALTY CORP, 9450 SEWARD ROAD, FAIRFIELD, OH, 45014, 5136032600 - 0 ($204,093,662.00) Debt Convertible into Equity, (File 333-88532 - May. 17) (BR. 01) S-8 SCHERING AKTIENGESELLSCHAFT, MULLERSTRASSE 178, BERLIN FEDERAL REPUBLIC OF GERMANY, BERLIN GERMANY, I8, 13353, 1,000,000 ($60,900,000.00) Equity, (File 333-88534 - May. 17) (BR. 01) S-3D NATIONAL PENN BANCSHARES INC, PHILADELPHIA AND READING AVE, PO 547, BOYERTOWN, PA, 19512, 2153676001 - 500,000 ($12,910,000.00) Equity, (File 333-88536 - May. 17) (BR. 07) S-8 IMAGISTICS INTERNATIONAL INC, 100 OAKVIEW DRIVE, TRUMBULL, CT, 06611, (203)365-7 - 0 ($14,460,000.00) Equity, (File 333-88538 - May. 17) (BR. 02) S-3 ADAM INC, 1600 RIVEREDGE PARKWAY, STE 800, ATLANTA, GA, 30328, 7709800888 - 0 ($1,242,755.00) Equity, (File 333-88540 - May. 17) (BR. 03) S-3 MONSANTO CO /NEW/, 800 N LINDBERGH BLVD, ST LOUIS, MO, 63167, 3146944296 - 0 ($2,000,000,000.00) Debt Convertible into Equity, (File 333-88542 - May. 17) (BR. 02) S-8 CYPRESS BIOSCIENCE INC, 4350 EXECUTIVE DRIVE,SUITE 325, SAN DIEGO, CA, 92121, 2062989400 - 1,900,000 ($5,468,067.32) Equity, (File 333-88544 - May. 17) (BR. 01) N-2 875 TRUST CO, 850 LIBRARY AVE, STE 204, NEWARK, DE, 19715, 3027386680 - 100,000 ($1,000,000.00) Other, (File 333-88546 - May. 17) (BR. 17) S-8 LENOX BANCORP INC, 5255 BEECH ST, CINCINNATI, OH, 45217, 5132426900 - 250,000 ($2,750,000.00) Equity, (File 333-88548 - May. 17) (BR. 07) SB-2 NUTECH DIGITAL INC, 7900 GLORIA AVE, VAN NUYS, CA, 91406, 8189943831X12 - 0 ($9,950,221.00) Equity, (File 333-88550 - May. 17) (BR. ) S-4 STONERIDGE INC, 9400 EAST MARKET ST, WARREN, OH, 44484, 3308562443 - 0 ($200,000,000.00) Non-Convertible Debt, (File 333-88552 - May. 17) (BR. 05) S-8 CONNECTICUT WATER SERVICE INC / CT, 93 W MAIN ST, CLINTON, CT, 06413, 8606698630 - 250,000 ($7,045,000.00) Equity, (File 333-88554 - May. 17) (BR. 02) S-8 HORIZON HEALTH CORP /DE/, 1500 WATERS RIDGE DR, STE 320, LEWISVILLE, TX, 75057, 9724208200 - 0 ($5,895,000.00) Equity, (File 333-88556 - May. 17) (BR. 01) S-8 HORIZON HEALTH CORP /DE/, 1500 WATERS RIDGE DR, STE 320, LEWISVILLE, TX, 75057, 9724208200 - 0 ($1,965,000.00) Equity, (File 333-88558 - May. 17) (BR. 01) S-4 MERISTAR HOSPITALITY OPERATING PARTNERSHIP LP, 1010 WISCONSIN AVE NW, WASHINGTON, DC, 20007, 2022951000 - 0 ($650,000,000.00) Non-Convertible Debt, (File 333-88560 - May. 17) (BR. 08) S-8 APEX SILVER MINES LTD, CALEDONIAN HOUSE MARY STREET, GEORGETOWN BWI, GRAND CAYMAN ISLAND, 3038395060 - 0 ($18,200,000.00) Equity, (File 333-88562 - May. 17) (BR. 04) S-3 DC FUNDING INTERNATIONAL INC, 2 REID ST, 3RD FL STE 288, HAMILTON BERMUDA, C5, 999999999, 0 ($1,000,000.00) Asset-Backed Securities, (File 333-88564 - May. 17) (BR. ) S-3 VELOCITY EXPRESS CORP, 7803 GLENROY ROAD, FOUR PARAMOUNT PLAZA STE 200, MINNEAPOLIS, MN, 55439, 612-492-2400 - 0 ($52,975,834.40) Equity, (File 333-88568 - May. 17) (BR. 05) S-8 SUNRISE ASSISTED LIVING INC, 7902 WESTPARK DR, MCLEAN, VA, 22102, 7032737500 - 0 ($27,090,000.00) Equity, (File 333-88570 - May. 17) (BR. 08) S-8 MACATAWA BANK CORP, 348 S WAVERLY RD, HOLLAND, MI, 49423, 106,848 ($2,167,946.00) Equity, (File 333-88572 - May. 17) (BR. 07) S-8 MACATAWA BANK CORP, 348 S WAVERLY RD, HOLLAND, MI, 49423, 420,000 ($8,521,800.00) Equity, (File 333-88574 - May. 17) (BR. 07) S-3 AMERICAN COMMUNITY BANCSHARES INC, 2593 WEST ROOSEVELT BOULEVARD, MONROE, NC, 28111-0418, 7042258444 - 0 ($10,505,250.00) Equity, (File 333-88576 - May. 17) (BR. 07) S-3 US ENERGY CORP, 877 NORTH 8TH WEST, GLEN L LARSEN BLDG, RIVERTON, WY, 82501, 3078569271 - 142,360 ($5,337,975.00) Other, (File 333-88578 - May. 17) (BR. 04) S-3 INGERSOLL RAND CO LTD, 200 CHESTNUT RIDGE RD, WOODCLIFF LAKE, NJ, 07677, 2015730123 - 0 ($1,800,000,000.00) Other, (File 333-88580 - May. 17) (BR. 06) S-3 INGERSOLL RAND CO, 200 CHESTNUT RIDGE RD, PO BOX 8738, WOODCLIFF LAKE, NJ, 07677, 2015730123 - 0 ($1,800,000,000.00) Other, (File 333-88582 - May. 17) (BR. 36) S-3 US ENERGY CORP, 877 NORTH 8TH WEST, GLEN L LARSEN BLDG, RIVERTON, WY, 82501, 3078569271 - 358,309 ($1,378,889.32) Other, (File 333-88584 - May. 17) (BR. 04) S-8 DMC STRATEX NETWORKS INC, 170 ROSE ORCHARD WAY, SAN JOSE, CA, 95134, 4089430777 - 0 ($14,880,000.00) Equity, (File 333-88586 - May. 17) (BR. 37) S-3 AMERICA WEST HOLDINGS CORP, 111 WEST RIO SALADO PARKWAY, TEMPE, AZ, 85281, 4806930800 - 0 ($129,082,514.00) Debt Convertible into Equity, 0 ($79,893,665.00) Equity, (File 333-88588 - May. 17) (BR. 05) S-8 CAP ROCK ENERGY CORP, 500 WEST WALL STREET SUITE 400, MIDLAND, TX, 79701, 2142373223 - 0 ($1,350,000.00) Equity, (File 333-88590 - May. 17) (BR. 02) S-8 LEGATO SYSTEMS INC, 3210 PORTER DR, PALO ALTO, CA, 94304, 4158126000 - 0 ($29,950,459.01) Equity, (File 333-88592 - May. 17) (BR. 03) S-3 MICRON TECHNOLOGY INC, 8000 S FEDERAL WAY, PO BOX 6, BOISE, ID, 83716-9632, 2083684000 - 0 ($38,910,000.00) Equity, (File 333-88594 - May. 17) (BR. 36) S-8 CAP ROCK ENERGY CORP, 500 WEST WALL STREET SUITE 400, MIDLAND, TX, 79701, 2142373223 - 0 ($4,500,000.00) Equity, (File 333-88598 - May. 17) (BR. 02) S-8 CAP ROCK ENERGY CORP, 500 WEST WALL STREET SUITE 400, MIDLAND, TX, 79701, 2142373223 - 0 ($4,500,000.00) Equity, (File 333-88602 - May. 17) (BR. 02) S-2 IMAGING DIAGNOSTIC SYSTEMS INC /FL/, 6531 NW 18TH COURT, PLANTATION, FL, 33313-4520, 3057460500 - 10,000,000 ($3,800,000.00) Equity, (File 333-88604 - May. 17) (BR. 36) S-3 MILLS CORP, 1300 WILSON BLVD, STE 400, ARLINGTON, VA, 22209, 7035265000 - 0 ($1,000,000,000.00) Equity, (File 333-88606 - May. 17) (BR. 08) S-3 PROXIM CORP, 1196 BORREGAS AVE, SUNNYVALE, CA, 94089, 4085425200 - 0 ($506,205.00) Equity, (File 333-88608 - May. 17) (BR. 37) S-8 SONOMA VALLEY BANCORP, C/O SONOMA VALLEY BANCORP, 202 WEST NAPA STREET, SONOMA, CA, 95476, 74,712 ($1,811,766.00) Equity, (File 333-88610 - May. 17) (BR. 07) S-8 ADVANCED DIGITAL INFORMATION CORP, P O BOX 97057, 11431 WILLOWS RD, REDMOND, WA, 98073-9757, 4258818004 - 0 ($14,530,465.13) Equity, (File 333-88614 - May. 17) (BR. 03) S-8 CYMER INC, 16750 VIA DEL CAMPO COURT, SAN DIEGO, CA, 92127, 6194517300 - 0 ($41,519,987.20) Equity, (File 333-88616 - May. 17) (BR. 36) S-1 CINEMARK INC, 3900 DALLAS PARKWAY, SUITE 500, PLANO, TX, 75093, 9726651108 - 0 ($230,000,000.00) Equity, (File 333-88618 - May. 17) (BR. ) S-3 EDO CORP, 60 EAST 42ND STREET, SUITE 5010, NEW YORK, NY, 10165, 2127162000 - 0 ($158,345,980.00) Debt Convertible into Equity, (File 333-88620 - May. 17) (BR. 05) S-8 GROEN BROTHERS AVIATION INC /UT/, 2320 W CALIFORNIA AVE, STE A, SALT LAKE CITY, UT, 84104, 8019730177 - 30,000,000 ($7,500,000.00) Equity, (File 333-88622 - May. 17) (BR. 05) S-8 AMERICAN ELECTRIC AUTOMOBILE CO INC, 7270 WOODBINE AVENUE SUITE 200, MARKHAM ONTARIO L3R, A1, 91902, 9059479925 - 6,000,000 ($1,200,000.00) Equity, (File 333-88624 - May. 17) (BR. 05) S-4 ARROW STOCK HOLDING CORP, 4211 SOUTH 102ND STREET, OMAHA, NE, 68127, 4023317856 - 0 ($1,427,492,464.00) Equity, (File 333-88632 - May. 17) (BR. ) S-8 PACIFIC CAPITAL BANCORP /CA/, PO BOX 60839, SANTA BARBARA, CA, 931600839, 8055646312 - 1,500,000 ($50,085,000.00) Equity, (File 333-88634 - May. 17) (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. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ------------------------------------------------------------------------------------ AAMES FINANCIAL CORP/DE DE X X 04/30/02 ABFS MORTGAGE LOAN TRUST 2002-1 MTG P X X 05/12/02 ACC ACQUISITION LLC DE X X 05/08/02 ADVA INTERNATIONAL INC DE X 03/22/02 ADVANTA BUSINESS SERVICES CORP DE X 05/10/02 ADVANTA BUSINESS SERVICES CORP DE X 05/10/02 ADVANTA EQUIPMENT LEASING RECEIVABLES NV X 05/10/02 AGILENT TECHNOLOGIES INC DE X X 05/16/02 AMERICAN CELLULAR CORP /DE/ DE X X 05/08/02 AMERICAN ELECTRIC AUTOMOBILE CO INC DE X X X 04/22/02 AMEND AMERISTEEL CORP FL X X 05/17/02 AMN HEALTHCARE SERVICES INC DE X X 05/16/02 APW LTD X X 05/16/02 ARKANSAS BEST CORP /DE/ DE X X 05/15/02 ARTESYN TECHNOLOGIES INC FL X X 05/16/02 ASBURY AUTOMOTIVE GROUP INC DE X 05/16/02 ASBURY AUTOMOTIVE GROUP INC DE X X 05/17/02 AVONDALE INC GA X X 05/14/02 AZURIX CORP DE X X 04/01/02 AMEND BALANCED CARE CORP DE X 05/17/02 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 05/16/02 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 05/16/02 BANKATLANTIC BANCORP INC FL X 03/22/02 AMEND BANYAN STRATEGIC REALTY TRUST MA X X 05/15/02 BARNETT AUTO TRUST 1997-A DE X X 05/15/02 BERKLEY W R CORP DE X X 05/16/02 BLACKHAWK BANCORP INC WI X X 05/15/02 CBRE HOLDING INC DE X 05/14/02 CHARMING SHOPPES INC PA X 08/16/01 AMEND CHICAGO MERCANTILE EXCHANGE HOLDINGS DE X X 05/15/02 CINCINNATI GAS & ELECTRIC CO OH X 05/15/02 AMEND CINERGY CORP DE X 05/15/02 AMEND COLGATE PALMOLIVE CO DE X X 05/17/02 CONSIL CORP ID X X X 04/16/02 COSTCO WHOLESALE CORP /NEW WA X 05/13/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 05/17/02 CROWN AMERICAN REALTY TRUST MD X 05/16/02 CROWN INTERNATIONAL INC/FL FL X 05/17/02 CSG SYSTEMS INTERNATIONAL INC DE X 05/15/02 CUMULUS MEDIA INC IL X X 05/16/02 CWABS INC DE X X 04/30/02 CWABS INC ASSET BACKED CERTIFICATES S DE X X 04/30/02 CYGNUS INC /DE/ DE X X 05/15/02 DALECO RESOURCES CORP DE X 05/16/02 DELTA & PINE LAND CO DE X X 05/15/02 DIXIE GROUP INC TN X 05/17/02 DOBSON COMMUNICATIONS CORP OK X X 05/08/02 DOLE FOOD COMPANY INC DE X X 05/16/02 DUPONT PHOTOMASKS INC DE X 05/17/02 EAGLE PICHER HOLDINGS INC DE X X 05/16/02 EARTHSHELL CORP DE X X 05/15/02 EASTON INC/ DE DE X X X 04/29/02 ELMERS RESTAURANTS INC OR X 05/07/02 EMERGENCY FILTRATION PRODUCTS INC/ NV NV X X 05/13/02 ENRON CORP/OR/ OR X X 05/17/02 ENSCO INTERNATIONAL INC DE X 05/15/02 EOTT ENERGY PARTNERS LP DE X X 05/16/02 EQUIDYNE CORP DE X X 05/17/02 EUROTECH LTD DC X X 05/17/02 FAIRCHILD INTERNATIONAL CORP NV X 04/15/02 FINET COM INC DE X X 05/15/02 FIRST ALLIANCE CORP /DE/ DE X X 05/17/02 FIRST FINANCIAL BANKSHARES INC TX X 05/16/02 FIRST MID ILLINOIS BANCSHARES INC DE X 05/17/02 AMEND FIRST ROBINSON FINANCIAL CORP DE X X 03/31/02 FOODARAMA SUPERMARKETS INC NJ X 05/04/02 FRANKLIN LAKE RESOURCES INC /NV NV X X X 04/09/02 AMEND FRESH BRANDS INC X 05/13/02 GENUITY INC DE X X 05/16/02 GREEN FUSION CORP NV X X X 05/06/02 GS MORTGAGE SECURITIES CORP DE X 05/15/02 HARTFORD FINANCIAL SERVICES GROUP INC DE X X 05/17/02 HARTFORD FINANCIAL SERVICES GROUP INC DE X X 05/17/02 AMEND HARTFORD LIFE INC DE X X 05/17/02 AMEND HARTFORD LIFE INSURANCE CO CT X X 05/17/02 AMEND HEALTH CARE PROPERTY INVESTORS INC MD X X 05/14/02 HEXCEL CORP /DE/ DE X X 05/14/02 HIRSCH INTERNATIONAL CORP NY X 05/14/02 IGEN INTERNATIONAL INC /DE DE X 05/15/02 IMMUNEX CORP /DE/ WA X X 05/16/02 INDEPENDENT BANKSHARES INC TX X X 05/10/02 INTERMEDIA COMMUNICATIONS INC DE X X 05/16/02 INTERPLAY ENTERTAINMENT CORP DE X X X 05/15/02 AMEND INTUIT INC DE X 05/15/02 INVESTMENT TECHNOLOGY INC NV X X X 05/17/02 ITC DELTACOM INC DE X 05/15/02 IVAX CORP /DE FL X X 05/15/02 JUST LIKE HOME INC FL X 05/15/02 KENNAMETAL INC PA X X 05/01/02 AMEND KEY ENERGY SERVICES INC MD X X 05/16/02 LIFEPOINT HOSPITALS INC DE X X 05/17/02 LIVEPERSON INC DE X X 05/14/02 MAVERICK TUBE CORPORATION DE X X 05/16/02 MIDDLEFIELD BANC CORP OH X X 05/16/02 MIKOHN GAMING CORP NV X X 05/15/02 MILESTONE CAPITAL INC CO X X 05/17/02 AMEND MORGAN STANLEY ABS CAPITAL I INC DE X X 04/30/02 MOVE FILMS INC TX X 12/31/01 AMEND MSU DEVICES INC DE X X 05/16/02 NATIONAL GOLF PROPERTIES INC MD X X 05/15/02 NEOMEDIA TECHNOLOGIES INC DE X 05/17/02 NETWORKS ASSOCIATES INC/ DE X X 05/17/02 NEWPARK RESOURCES INC DE X X 05/15/02 NOBLE ENERGY INC DE X X 05/14/02 NORDSTROM INC WA X 05/17/02 NORTHGATE INNOVATIONS INC DE X X 05/15/02 OAKWOOD MORTGAGE INVESTORS INC NV X X 05/15/02 P&F INDUSTRIES INC DE X X 05/03/02 PACIFICARE HEALTH SYSTEMS INC /DE/ DE X X 05/16/02 PARADIGM MEDICAL INDUSTRIES INC DE X X 01/31/02 AMEND PARADISE MUSIC & ENTERTAINMENT INC DE X X 05/10/02 PHOENIX GROUP CORP DE X 05/17/02 PHOTRONICS INC CT X X 05/07/02 POGO PRODUCING CO DE X X 05/17/02 PSF GROUP HOLDINGS INC NC X X 05/14/02 PSI ENERGY INC IN X 05/15/02 AMEND RARE MEDIUM GROUP INC DE X X 05/17/02 RDO EQUIPMENT CO DE X X 05/17/02 REGIONS FINANCIAL CORP DE X X 05/15/02 REMOTE MDX INC UT X X 05/13/02 RESEARCH INC /MN/ MN X X 05/15/02 RESIDENTIAL ASSET SECURITIES CORP DE X X 05/17/02 ROADHOUSE GRILL INC FL X 05/02/02 ROPER INDUSTRIES INC /DE/ DE X X 05/14/02 ROUSE COMPANY MD X X 05/03/02 SABRE HOLDINGS CORP DE X 05/17/02 SALANT CORP DE X X 05/16/02 SANMINA-SCI CORP DE X X 04/18/02 SEARS ROEBUCK & CO NY X X 05/17/02 SEQUOIA MORTGAGE FUNDING CORP MD X 05/15/02 SHOLODGE INC TN X X 05/02/02 SIBONEY CORP MD X X 05/17/02 SIMON PROPERTY GROUP INC /DE/ DE X X 05/17/02 SMARTIRE SYSTEMS INC X X 05/16/02 SPECIALTY LABORATORIES X X 05/17/02 SPECTRASITE HOLDINGS INC DE X X 05/16/02 STARWOOD HOTEL & RESORTS WORLDWIDE IN MD X X 04/05/02 SUN BANCORP INC PA X 05/17/02 SYNTHETECH INC OR X 05/17/02 AMEND TENNECO AUTOMOTIVE INC DE X X 05/16/02 TEREX CORP DE X 05/17/02 TEXEN OIL & GAS INC NV X 05/16/02 THOUSAND TRAILS INC /DE/ DE X X 05/16/02 TRICO MARINE SERVICES INC DE X X 05/17/02 TRICORD SYSTEMS INC /DE/ DE X 05/16/02 TRW INC OH X X 05/15/02 TTM TECHNOLOGIES INC WA X X 05/10/02 UNION LIGHT HEAT & POWER CO KY X 05/15/02 AMEND UNITEDHEALTH GROUP INC MN X 05/17/02 AMEND UNITY BANCORP INC /DE/ DE X X 05/17/02 URSTADT BIDDLE PROPERTIES INC MD X 05/13/02 USA INTERACTIVE DE X X 05/07/02 USA VIDEO INTERACTIVE CORP WY X X 05/17/02 USG CORP DE X 05/17/02 AMEND USINTERNETWORKING INC DE X X X 05/07/02 VAIL RESORTS INC DE X 05/10/02 VALASSIS COMMUNICATIONS INC DE X X 05/14/02 VALUEVISION MEDIA INC MN X X X 05/16/02 VANDERBILT MORT & FIN INC SENIOR SUB TN X 04/25/02 VANTAGEMED CORP DE X X 05/13/02 VIDEO NETWORK COMMUNICATIONS INC DE X X 05/16/02 VSE CORP DE X 05/17/02 WATSON PHARMACEUTICALS INC NV X X 05/10/02 WELLCARE MANAGEMENT GROUP INC NY X X 05/17/02 WORLDCOM INC/GA// GA X X 05/17/02 WYNDHAM INTERNATIONAL INC DE X X 05/17/02 XTREME COS INC NV X 05/17/02 YP NET INC NV X X 05/15/02 ZYMETX INC DE X X 05/10/02