SEC NEWS DIGEST Issue 2002-137 July 17, 2002 ENFORCEMENT PROCEEDINGS PRICEWATERHOUSECOOPERS SETTLES SEC AUDITOR INDEPENDENCE CASE; PWC AND ITS BROKER-DEALER AFFILIATE TO PAY A TOTAL OF $5 MILLION; AVON SETTLES SEC ENFORCEMENT ACTION, AGREES TO RESTATE The Commission today announced a settled enforcement action against PricewaterhouseCoopers LLP (PwC) and its broker-dealer affiliate, PricewaterhouseCoopers Securities LLC (PwCS), for violations of the auditor independence rules. The auditor independence violations span a five-year period from 1996 to 2001 and arise from (1) PwC's use of prohibited contingent fee arrangements with 14 different audit clients for which PwCS provided investment banking services, and (2) PwC's participation with two other audit clients, Pinnacle Holdings Inc. and Avon Products Inc., in the improper accounting of costs that included PwC's own consulting fees. The SEC's order finds that, by virtue of PwC's independence violations, the firm caused 16 PwC public audit clients to file financial statements with the SEC that did not comply with the reporting provisions of the federal securities laws. The order also finds that, in connection with the improper accounting of its consulting fees, PwC caused two of those clients to violate the reporting, recordkeeping, and/or internal controls provisions of the federal securities laws. PwC and PwCS agreed to pay a total of $5 million and PwC agreed to comply with significant remedial undertakings as a result of its settlement with the SEC. PwC also agreed to cease and desist from violating the auditor independence rules and to be censured for engaging in improper professional conduct. "An auditor's objectivity is critical to the financial reporting process," said Stephen M. Cutler, the SEC's Director of the Division of Enforcement. "Impairment of an auditor's independence undermines that process and erodes public confidence in our capital markets. "This case demonstrates the heightened risk of an audit failure when an accounting firm assists in and approves the accounting treatment of its own consulting fees," Cutler said. "Faced with that situation here, PwC lacked the objectivity and impartiality required of an independent auditor." The SEC's order finds that PwC's independence violations involved 16 separate audits of 16 public companies: * From 1996 to 2001, PwC and one of its predecessors, Coopers & Lybrand, entered into impermissible contingent fee arrangements with 14 public audit clients. In each instance, the client hired the audit firm's investment bankers, either PwCs or Coopers & Lybrand Securities, to perform financial advisory services for a fee that depended on the success of the transaction the client was pursuing. These fee arrangements violated the accounting professions' own prohibition against contingent fee arrangements with audit clients and violated the SEC's independence rules. As a result, the SEC found that PwC lacked the requisite independence when it performed audits for these 14 public companies. * In 1999 and 2000, PwC participated in and approved of the improper accounting of its own non-audit fees by two public audit clients, Pinnacle and Avon: * In 1999 and 2000, while accounting for a 1999 acquisition of certain assets of Motorola, Inc., PwC assisted Pinnacle in establishing more than $24 million in improper reserves and in improperly capitalizing approximately $8.5 million in costs, including $6.8 million in fees paid to PwC for consulting and other non-audit services that should have been expensed. In April and May 2001, Pinnacle restated its accounting for the 1999 acquisition, and in December 2001, the SEC issued a settled cease and desist order against Pinnacle. See In the Matter of Pinnacle Holdings, Inc., Exchange Act Release No. 45135 (Dec. 6, 2001). * In the first quarter of 1999 and in its 1999 audit of Avon's financial statements, PwC assisted in and approved of Avon's improper accounting of an impaired asset that included PwC's non-audit consulting fees. In April 1999, after nearly three years and an investment of approximately $42 million, Avon stopped an uncompleted order-management software project that PwC consultants had attempted to develop for Avon's internal use. Instead of writing off all of the project's costs in the first quarter of 1999, however, Avon improperly retained $26 million, which was comprised mostly of PwC's own consulting fees. PwC participated in and approved of Avon's improper accounting, and also contributed to Avon's misleading disclosures concerning the accounting. * For both Pinnacle and Avon, the SEC found that PwC failed to exercise the objective and impartial judgment required by the independence rules. In consenting to the SEC's order, PwC agreed to perform significant remedial undertakings designed to prevent the type of independence violations found in the order. Among these undertakings, PwC agreed to: * review new fee agreements for non-audit services before they are entered into with audit clients, to ensure that any "value added" fee arrangements do not violate the independence rules; * require an "independent reviewing partner" appointed from among PwC's Risk Management partners to: * review audits of SEC-registrants in which the audit client capitalizes PwC non-audit fees, to ensure that the accounting for those fees complies with the accounting rules and that the audits were performed in accordance with generally accepted auditing standards, including the independence rules; * perform the audit procedures required by the AICPA SEC Practice Section for certain other audits that will be identified by considering risk factors that include the relationship and magnitude of PwC audit and non-audit fees; and * provide annual training for all PwC professionals on auditor independence issues. Simultaneous with the issuance of the order in this case, the SEC brought a settled enforcement action against Avon for failing to properly value costs that it had capitalized in connection with the software development project. Avon agreed to cease and desist from violating the reporting and recordkeeping provisions of the federal securities laws and to restate its financial statements to appropriately reflect the complete impairment of the project in the first quarter of 1999. See In the Matter of Avon Products, Inc., Exchange Act Release No. 46215 (July 17, 2002). (In the Matter of Avon Products, Inc. - Rel. 34-46215, AAE Rel. 1595, File No. 3-10836; In the Matter of PricewaterhouseCoopers LLP, and PricewaterhouseCoopers Securities, LLC - Rel. 34-46216, AAE Rel. 1596, File No. 3-10835; Press Rel. 2002-105) COMPLAINT FILED AGAINST CAMILO PEREIRA A/K/A CAMILO AGASIM-PEREIRA FOR SECURITIES FRAUD The Commission announced that it filed a federal civil action charging Camilo Pereira a/k/a Camilo Agasim-Pereira (Pereira), former chief executive officer and chairman of the board of directors of Quest Net Corp., with securities fraud for his alleged "pump and dump" scheme involving Quest Net's common stock. The complaint alleges that from July 1998 to April 1999, Pereira, age 42 and former resident of North Miami Beach, Florida, caused Quest Net to issue a series of fraudulent press releases to the public in an effort to manipulate the price of Quest Net's stock. Specifically, the complaint alleges that Pereira was responsible for approving and disseminating press releases that misrepresented that Quest Net had acquired its first wireless client, that it had purchased certain assets totaling $2 million from a foreign company and that it had purchased an e-commerce company. According to the complaint, Pereira was also responsible for issuing press releases and for making statements during an online interview that contained material omissions regarding Quest Net's financial condition. The complaint alleges that the price of Quest Net's stock was inflated to artificially inflated levels as a result of at least some of these false press releases. According to the complaint, during the course of this manipulation, Pereira illegally sold approximately 215,000 shares of Quest Net's stock through nominee accounts and reaped proceeds of more than $2.0 million. The Commission's complaint alleges that as a result of the conduct described above, Pereira committed securities fraud in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission seeks a permanent injunction, an officer and director bar, disgorgement of ill-gotten gains plus prejudgment interest and the imposition of a civil money penalty against Pereira. [SEC v. Camilo Pereira a/k/a Camilo Agasim-Pereira, Civil Action No. 02-22058- CIV-MORENO/GARBER (S.D. Florida)] (LR-17616) SEC SETTLES CASES AGAINST WILLIAM TISHMAN, FORMER CEO OF MEDICAL RESEARCH INDUSTRIES, INC. The Commission announced today that it settled the civil injunctive action Defendant William J. Tishman, in the matter of SEC v. William J. Tishman et al. Tishman consented, without admitting or denying the allegations in the Commission's complaint, to the entry of a permanent injunction for violating the securities registration and antifraud provisions federal securities laws. Tishman also consented to the entry of an order imposing a civil money penalty in the amount of $110,000. Based on an order of disgorgement against Tishman in a related state court proceeding, [In re: Assignment for the Benefit of the Creditors of Medical Research Industries, Inc., Assignor, Case No. 99-26596 CA (04), Circuit Court of Miami-Dade County, Florida], the Commission agreed to withdraw its claim for disgorgement against Tishman as part of the settlement. In its complaint, the SEC alleged that, between 1996 and mid-1999, Tishman, the former Chief Executive Officer of Medical Research Industries, Inc. (MRI), misappropriated approximately $18 million of offering proceeds and used the funds to pay his personal expenses and his personal gambling debts. MRI was a Ft. Lauderdale based company which allegedly manufactured and marketed homeopathic products, in patch form, for a variety of health concerns, including weight loss, sex, and sleep disorders. Through a series of fraudulent stock offerings, MRI raised approximately $52 million from more than 2,500 investors nationwide, primarily physicians. The injunction against Tishman in SEC v. William J. Tishman, et al., which was entered on July 3, 2002, prohibits violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), Rule 10b-5 thereunder and bars Tishman from serving as an officer or director of a public company. [SEC v. William J. Tishman, et al., Case No. 01-6952-CIV-Dimitrouleas (S.D. Fla.)] (LR-17617) COURT ORDERS INJUNCTION AGAINST BAY AREA STOCKBROKER WHO DEFRAUDED ELDERLY INVESTORS IN PONZI SCHEME The Commission announced that on June 17, 2002, Judge Joseph C. Spero, U.S. Magistrate Judge for the Northern District of California entered a final judgment of permanent injunction from violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder against Alameda County- based stockbroker William M. Ucherek. The Commission alleged in its complaint that Ucherek fraudulently raised approximately $3 million from his elderly clients by selling fictitious investments he claimed were offered by Charles Schwab & Co. In reality, the Schwab funds he described did not exist and he simply deposited the money into his personal brokerage account. In a complaint filed in April, 2002, the Commission alleged that Ucherek, through his work selling municipal bonds, developed relationships with many elderly investors. Beginning in at least 1998, Ucherek offered at least 20 clients investments in what he claimed were pooled municipal bond funds that would pay a fixed rate of interest, tax- free. Ucherek called these funds the Schwab 12, Schwab 24, and Schwab 36 (depending on the term of the investment). In fact, no such funds exist. Ucherek used the money to pay personal expenses, including car payments, credit card bills and gambling debts. In addition, Ucherek used some of the proceeds to pay prior investors, and also provided phony account statements to create the appearance of a bona fide investment fund. The Commission will seek disgorgement of all ill-gotten gains and a civil monetary penalty from Ucherek. Ucherek has agreed to a settlement permanently barring him from the brokerage industry. [SEC v. William M. Ucherek, USDC, NDCA, Civil Action No. C-02-2003] (LR-17618) FORMER MORGAN STANLEY ANALYST IS BARRED FROM THE SECURITIES INDUSTRY On June 28, 2002, the U.S. District Court for the Southern District of New York entered a final judgment against Ronald K. Mahabir (Mahabir), a former analyst at Morgan Stanley & Company (Morgan Stanley), based upon charges of insider trading. In its complaint filed on March 7, 2002, the Commission alleged that while he was an analyst at Morgan Stanley, Mahabir provided John and James Panagotacos (Panagotacoses) material nonpublic information concerning merger transactions involving PerSeptive Biosystems, Inc., Barnett Banks, Inc. and Beacon Properties Corporation, and provided material nonpublic information concerning Barnett Banks to a former Morgan Stanley analyst (Former Analyst). The complaint further alleged that the Former Analyst purchased securities of Barnett, the Panagotacoses purchased securities of Barnett and Beacon, and James Panagotacos also purchased securities of PerSeptive, while each was in possession of material nonpublic information that had been provided to them by Mahabir. Finally, the complaint alleged Mahabir's tippees made illegal profits of over $175,000 as a result of their insider trading. Mahabir consented to the entry of the final judgment, which permanently enjoins him from violating the antifraud provisions contained within Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Court also ordered Mahabir to pay a civil penalty of $264,961.50, which represents one and one-half times the profits made by his tippees. Today, based on the entry of the Court's injunction, the Commission also instituted settled administrative proceedings against Mahabir. Without admitting or denying the Commission's findings, Mahabir consented to the entry of the Commission's Order, which bars him from associating with any broker, dealer or municipal securities dealer. For further informationsSee also Litigation Release No. 17401 (March 7, 2002). [SEC v. Ronald K. Mahabir, et al., Case No. 02CV 1809 (BSJ) (SDNY)] (LR- 17619); Administrative Proceeding In the Matter of Ronald K. Mahabir - Rel. 34-46217, File No. 3-10837) TLC ENTITIES ENJOINED AND ORDERED TO PAY DISGORGEMENT AND CIVIL PENALTIES The Commission announced that on November 19, 2001, the Honorable David O. Carter, United States District Judge for the Central District of California, entered a Final Judgment of Permanent Injunction and Other Relief Against TLC Investments & Trade Co., TLC America, Inc., dba Brea Development Company, TLC Brokerage, Inc., dba TLC Marketing, and TLC Real Properties RLLP-1 (TLC Entities). The Final Judgment enjoins each of them from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), AND rule 10b-5 thereunder. The Final Judgment further orders the TLC Entities collectively to pay disgorgement of $106.6 million and prejudgment interest. The Final Judgment also provides that, in the event the Court-appointed Receiver for the TLC Entities recovers more than $106.6 million in the liquidation of their assets, those funds shall be paid to the Commission as a civil penalty. The TLC Entities consented to the entry of the Final Judgment of Permanent Injunction without admitting or denying the allegations of the Commission's complaint. The Commission's complaint alleged that between 1998 and October 2000, the TLC Entities committed securities fraud in connection with a real estate Ponzi scheme, raising over $150 million from more than 1,800 investors, most of whom are senior citizens. The TLC Entities promised investors a safe, liquid investment that would pay guaranteed returns of 8 to 15%. The complaint further alleged that TLC Entities' principals misused at least $28.3 million in investor funds to pay other investors, invest in a prime bank scheme, buy racehorses, make charitable contributions and wire funds overseas. [U.S. v. Ernest Frank Cossey, Case No. 02-CR-0795J, SDCA]; [SEC v. TLC Investments & Trade Co., et al., SACV-00-0960 DOC (EEx)] (LR-17620) INVESTMENT COMPANY ACT RELEASES PRUCO LIFE INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until August 9, 2002, to request a hearing on an application filed by Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Pruco Life Flexible Premium Variable Annuity Account, Pruco Life of New Jersey Flexible Premium Variable Annuity Account and Prudential Investment Management Services LLC (collectively, Applicants). Applicants seek an order under Section 6(c) of the Investment Company Act amending an existing order (Existing Order) granting exemptions from the provisions of Sections 2(a)(32), 22(c), and 27(i)(2)(A) of the Act and Rule 22c-l thereunder, to the extent necessary to permit the recapture, under specified circumstances, of credit amounts applied to the contract value under certain deferred variable annuity contracts that differ from the credit amounts contemplated in the Existing Order. (Rel. IC-25660 - July 15) JACKSON NATIONAL LIFE INSURANCE COMPANY OF NEW YORK, ET AL. An order has been issued on an application filed by Jackson National Life Insurance Company of New York (JNLNY), JNLNY Separate Account - I and Jackson National Life Distributors, Inc. (collectively, Applicants). Applicants have been granted exemptions under Section 6(c) of the Investment Company Act from Sections 2(a)(32) and 27(i)(2)(A) of the Act and Rule 22c-1 thereunder to permit the recapture of certain contract enhancements applied to purchase payments made under certain variable annuity contracts issued by JNLNY. (Rel. IC-25661 - July 15) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGES The Commission granted accelerated approval to a proposed rule change (SR-PHLX-2002-42) submitted by the Philadelphia Stock Exchange relating to Modified Capitalization Weighting Methodology for Index Options. Publication of the order is expected in the Federal Register during the week of July 15. (Rel. 34-46211) The Commission approved a proposed rule change (SR-Amex-2001-08) by the American Stock Exchange to relax certain restrictions on specialist affiliates. (Rel. 34-46210) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-4 ECHOSTAR DBS CORP, 5701 SOUTH SANTA FE DR, LITTLETON, CO, 80120, 3037231277 - 0 ($1,000,000,000.00) Non-Convertible Debt, (File 333-92420 - Jul. 16) (BR. 37) SB-2 AMERICANA PUBLISHING INC, 303 SAN MATEO NE, SUITE 104A, ALBUQUERQUE, NM, 87108, 5052656121 - 0 ($3,656,184.00) Equity, (File 333-92422 - Jul. 16) (BR. 05) S-8 AMGEN INC, ONE AMGEN CENTER DRIVE, THOUSAND OAKS, CA, 91320-1799, 805-447-1000 - 0 ($1,097,338,682.91) Equity, (File 333-92424 - Jul. 16) (BR. 01) S-8 PROGRESS FINANCIAL CORP, 4 SENTRY PARKWAY SUITE 200, BLUE BELL, PA, 19422-0764, 6108258800 - 200,000 ($1,914,000.00) Equity, (File 333-92426 - Jul. 16) (BR. 07) S-8 SMITH A O CORP, P O BOX 245009, MILWAUKEE, WI, 53224-9509, 4143594000 - 1,500,000 ($41,737,500.00) Equity, (File 333-92428 - Jul. 16) (BR. 36) S-8 INSIGNIA FINANCIAL GROUP INC /DE/, 200 PARK AVENUE, NEW YORK, NY, 10166, 2129848033 - 1,000,000 ($8,890,000.00) Equity, (File 333-92430 - Jul. 16) (BR. 08) S-8 CENTENNIAL BANCORP, BENJAMIN FRANKLIN PLZ, ONE SW COLUMBIA ST SUITE 900, PORTLAND, OR, 97258, 5039735556 - 800,000 ($6,208,000.00) Equity, (File 333-92432 - Jul. 16) (BR. 07) S-8 PRINCETON NATIONAL BANCORP INC, 606 S MAIN ST, PRINCETON, IL, 61356, 8158754444 - 0 ($383,400.00) Equity, (File 333-92434 - Jul. 16) (BR. 07) S-8 RRUN VENTURES NETWORK INC, 4TH FLOOR 62 W 8TH AVENU, VANCOUVER, BRITISH COLUMBIA CN, A1, 6046826541 - 4,000,000 ($320,000.00) Equity, (File 333-92438 - Jul. 16) (BR. 09) S-8 NEWNAN COWETA BANCSHARES INC, 145 MILLARD FARMER INDUSTRIAL BLVD, NEWNAN, GA, 30263, 150,000 ($1,500,000.00) Equity, (File 333-92440 - Jul. 16) (BR. 07) S-3 CLICKACTION INC, 2197 EAST BAYSHORE RD, PALO ALTO, CA, 94303, 4154733600 - 95,767 ($64,163.89) Equity, (File 333-92442 - Jul. 16) (BR. 03) S-8 BENCHMARK TECHNOLOGY CORP, 612 LITTLE JOHN, HOUSTON, TX, 77024, 7135243425 - 100,000 ($50,000.00) Equity, (File 333-92444 - Jul. 16) (BR. 05) S-8 MEDICAL DISCOVERIES INC, 738 ASPENWOOD LANE, TWIN FALLS, ID, 83301, 8017710523 - 2,000,000 ($117,000.00) Equity, (File 333-92446 - Jul. 16) (BR. 01) S-3 TANGER FACTORY OUTLET CENTERS INC, 3200 NORTHLINE AVENUE SUITE 360, GREENSBORO, NC, 27408, 3362923010 - 0 ($400,000,000.00) Other, (File 333-92448 - Jul. 16) (BR. 08) S-3 AMGEN INC, ONE AMGEN CENTER DRIVE, THOUSAND OAKS, CA, 91320-1799, 805-447-1000 - 0 ($3,284,730,084.00) Equity, (File 333-92450 - Jul. 16) (BR. 01) S-8 FAIRCHILD INTERNATIONAL CORP, 595 HORNBY STREET STE 600, VANCOUVER BRITISH COLUMBIA, CANADA V6B 2W5, A1, 00000, 6046691040 - 1,050,000 ($84,000.00) Equity, (File 333-92452 - Jul. 16) (BR. 09) S-8 CALLOWAYS NURSERY INC, 4200 AIRPORT FREEWAY, FORT WORTH, TX, 76117-6200, 8176248222 - 0 ($1,278,640.00) Equity, (File 333-92454 - Jul. 16) (BR. 06) S-8 MGI PHARMA INC, 6300 WEST OLD SHAKOPEE RD, SUITE 110, BLOOMINGTON, MN, 55438, 6129357335 - 3,700,000 ($23,680,000.00) Equity, (File 333-92458 - Jul. 16) (BR. 01) SB-2 SONIC MEDIA CORP, 2200 - 1420 5TH AVENUE, SEATTLE, WA, 98101, 2063101344 - 2,000,000 ($200,000.00) Equity, (File 333-92460 - Jul. 16) (BR. ) S-8 FAIRCHILD INTERNATIONAL CORP, 595 HORNBY STREET STE 600, VANCOUVER BRITISH COLUMBIA, CANADA V6B 2W5, A1, 00000, 6046691040 - 1,050,000 ($84,000.00) Equity, (File 333-92462 - Jul. 16) (BR. 09) S-8 WOMEN FIRST HEALTHCARE INC, 12220 EL CAMINO ROAD SUITE 400, SAN DIEGO, CA, 92130, 8585091171 - 1,000,000 ($4,760,000.00) Equity, (File 333-92464 - Jul. 16) (BR. 01) S-3 ST PAUL COMPANIES INC /MN/, 385 WASHINGTON ST, SAINT PAUL, MN, 55102, 6123107911 - 0 ($1,499,000,000.00) Other, (File 333-92466 - Jul. 16) (BR. 01) S-4 TESORO PETROLEUM CORP /NEW/, 300 CONCORD PLAZA DRIVE, SAN ANTONIO, TX, 78216-6999, 2108288484 - 0 ($450,000,000.00) Non-Convertible Debt, (File 333-92468 - Jul. 16) (BR. 04) S-4 BEAZER HOMES USA INC, 5775 PEACHTREE DUNW00DY RD, STE B 200, ATLANTA, GA, 30342, 4042503420 - 0 ($350,000,000.00) Non-Convertible Debt, (File 333-92470 - Jul. 16) (BR. 06) S-3 ELIZABETH ARDEN INC, 14100 NW 60TH AVE, MIAMI LAKES, FL, 33014, 305-818-8000 - 0 ($125,000,000.00) Equity, (File 333-92911 - Jul. 16) (BR. 02) S-8 CYTRX CORP, 154 TECHNOLOGY PKWY, TECHNOLOGY PARK/ATLANTA, NORCROSS, GA, 30092, 4043689500 - 0 ($1,110,000.00) Equity, (File 333-93305 - Jul. 16) (BR. 01) S-8 CAREER EDUCATION CORP, 2895 GREENSPOINT, SUITE 600, HOFFMAN ESTATES, IL, 60195, 8477813600 - 0 ($37,530,000.00) Equity, (File 333-96539 - Jul. 16) (BR. 08) S-8 JOHNSON & JOHNSON, ONE JOHNSON & JOHNSON PLZ, NEW BRUNSWICK, NJ, 08933, 7325242454 - 50,000,000 ($2,381,250,000.00) Equity, (File 333-96541 - Jul. 16) (BR. 01) S-8 LSI LOGIC CORP, 1551 MCCARTHY BLVD, MS D 106, MILPITAS, CA, 95035, 4084338000 - 6,000,000 ($45,360,000.00) Equity, (File 333-96543 - Jul. 16) (BR. 36) S-8 AMERICAN STANDARD COMPANIES INC, ONE CENTENNIAL AVENUE, P O BOX 6820, PISCATAWAY, NJ, 08855-6820, 7329806000 - 0 ($419,700,000.00) Equity, (File 333-96547 - Jul. 16) (BR. 06) S-8 LSI LOGIC CORP, 1551 MCCARTHY BLVD, MS D 106, MILPITAS, CA, 95035, 4084338000 - 10,000,000 ($75,600,000.00) Equity, (File 333-96549 - Jul. 16) (BR. 36) S-8 FOODARAMA SUPERMARKETS INC, 922 HIGHWAY 33, BLDG 6, FREEHOLD, NJ, 07728, 7324624700 - 65,000 ($38.00) Equity, (File 333-96551 - Jul. 16) (BR. 02) S-8 EARTHLINK INC, 1375 PEACHTREE STREET, SUITE 400, ATLANTA, GA, 30309, 4048150770 - 0 ($31,300,000.00) Equity, (File 333-96553 - Jul. 16) (BR. 03) S-8 LSI LOGIC CORP, 1551 MCCARTHY BLVD, MS D 106, MILPITAS, CA, 95035, 4084338000 - 10,000,000 ($75,600,000.00) Equity, (File 333-96555 - Jul. 16) (BR. 36) 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 ------------------------------------------------------------------------------------ ACG HOLDINGS INC DE X 07/15/02 ACT MANUFACTURING INC MA X X 07/02/02 ACTV INC /DE/ DE X X 07/08/02 ADVANCED ENERGY INDUSTRIES INC DE X X 07/15/02 AEI REAL ESTATE FUND XVI LTD PARTNERS MN X 07/16/02 ALLIED PRODUCTS CORP /DE/ DE X X 06/01/02 AM COMMUNICATIONS INC DE X X 07/01/02 AMEREN CORP MO X X 07/16/02 AMERICA FIRST REAL ESTATE INVESTMENT DE X 03/31/02 AMEND AMERICAN HONDA RECEIVABLES CORP CA X X 07/16/02 AMERICAN VANTAGE COMPANIES NV X 06/14/02 AMERICAN WATER WORKS CO INC DE X X 07/10/02 AMERIPATH INC DE X 07/01/02 AMGEN INC DE X X X 07/15/02 AMSURG CORP TN X X 07/16/02 APPLEBEES INTERNATIONAL INC DE X 07/16/02 APPLEBEES INTERNATIONAL INC DE X 07/16/02 AQUIS COMMUNICATIONS GROUP INC DE X X 07/01/02 ATX COMMUNICATIONS NC DE X X 07/15/02 BALDWIN TECHNOLOGY CO INC DE X X 06/28/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 06/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 06/25/02 BEAR STEARNS ASSET BACKED SECURITIES DE X 07/15/02 BRANDYWINE REALTY TRUST MD X X 06/11/02 BRIGHAM EXPLORATION CO DE X X 07/11/02 BUCKEYE TECHNOLOGIES INC DE X 06/30/02 CACI INTERNATIONAL INC /DE/ DE X 07/16/02 CAPITAL ONE FINANCIAL CORP VA X X 07/16/02 CATAPULT COMMUNICATIONS CORP CA X X 07/16/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 07/15/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 01/31/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 02/28/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 03/31/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 04/30/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 05/31/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 06/30/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 01/31/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 02/28/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 03/31/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 04/30/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 05/31/02 CATERPILLAR FINANCIAL FUNDING CORP NV X 06/30/02 CATERPILLAR INC DE X 06/30/02 CATERPILLAR INC DE X 06/30/02 CENTEX CONSTRUCTION PRODUCTS INC DE X X 07/16/02 CENTRA SOFTWARE INC DE X 07/11/02 CENTRAL BANCORP INC /MA/ MA X X 07/15/02 CENTRAL EUROPEAN MEDIA ENTERPRISES LT X 07/16/02 CENTRAL EUROPEAN MEDIA ENTERPRISES LT X 07/16/02 CEPHEID CA X X 06/30/02 CHILDRENS PLACE RETAIL STORES INC X X 07/15/02 CITY HOLDING CO WV X X 07/12/02 COLONIAL BANCGROUP INC DE X 07/16/02 COMMERCIAL MORTGAGE PASS-THROUGH CERT MO X X 07/12/02 COMMUNITY HEALTH SYSTEMS INC/ DE X X 07/16/02 CONSOLIDATED GRAPHICS INC /TX/ TX X 07/11/02 CONSOLIDATED RESOURCES GROUP INC FL X X 04/30/02 AMEND CONTINENTAL RESOURCES INC OK X 07/16/02 CORNERSTONE MORTGAGE INVESTMENT GROUP DE X 07/11/02 CORPORATE BOND BACKED CERT TRUST SERI X X 07/15/02 COTELLIGENT INC DE X X 07/10/02 CROSSWALK COM DE X X 06/04/02 AMEND CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 08/28/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 06/25/02 CWABS INC ASSET BACKED CERTIFICATES S DE X X 06/28/02 CYTOMEDIX INC DE X X 07/16/02 DAVE & BUSTERS INC MO X X 07/15/02 DREXEL BURNHAM LAMBERT REAL ESTATE AS NY X X 06/27/02 AMEND DVI RECEIVABLES CORP DE X 06/30/02 DVI RECEIVABLES CORP VIII DE X 06/30/02 DYNEGY HOLDINGS INC DE X X 07/15/02 DYNEGY INC /IL/ IL X X 07/15/02 E RESOURCES INC UT X X 07/12/02 EATON CORP OH X 07/15/02 EATON VANCE CORP MD X 07/16/02 ENCOMPASS SERVICES CORP TX X X 07/15/02 ENTRX CORP DE X 05/30/02 EOS INTERNATIONAL INC DE X X 07/16/02 EVOLVING SYSTEMS INC DE X 07/15/02 EXELON CORP PA X 07/16/02 EXPRESSJET HOLDINGS INC DE X X 07/16/02 FEDERAL AGRICULTURAL MORTGAGE CORP X X 07/16/02 FIBERNET TELECOM GROUP INC\ DE X X 07/12/02 FIRST COMMUNITY BANCSHARES INC /NV/ NV X 06/30/02 FIRST HORIZON PHARMACEUTICAL CORP DE X X 07/12/02 FOSTER WHEELER LTD D0 X X X 07/01/02 FOSTER WHEELER LTD D0 X X X 07/15/02 FROZEN FOOD EXPRESS INDUSTRIES INC TX X 09/30/02 GENERAL MOTORS ACCEPTANCE CORP DE X 07/16/02 GENERAL MOTORS CORP DE X 07/16/02 GENERAL MOTORS CORP DE X 07/15/02 GLACIER WATER SERVICES INC DE X 07/15/02 GS MORTGAGE SECURITIES CORP DE X X 07/15/02 GTSI CORP DE X 07/16/02 HAGGAR CORP NV X X X 07/16/02 HANOVER CAPITAL MORTGAGE HOLDINGS INC MD X X X 06/10/02 HARRIS CORP /DE/ DE X X 07/15/02 HCW PENSION REAL ESTATE FUND LTD PART MA X X 06/27/02 AMEND HERITAGE COMMERCE CORP CA X 01/25/02 HF FINANCIAL CORP DE X 07/11/02 HILB ROGAL & HAMILTON CO /VA/ VA X X 07/01/02 HOUSEHOLD MORTGAGE LOAN TRUST 2002 HC X X 07/03/02 IMPAC SECURED ASSETS CORP MORTGAGE PA CA X 06/28/02 AMEND IMPERIAL CREDIT INDUSTRIES INC CA X 06/15/02 IMPULSE MEDIA TECHNOLOGIES INC CO X 06/15/02 AMEND ITLA CAPITAL CORP CA X 07/16/02 JAMESON INNS INC GA X X 07/16/02 JONES FINANCIAL COMPANIES LP LLP MO X 07/11/02 KEY ENERGY SERVICES INC MD X X 07/15/02 KEYCORP /NEW/ OH X X X 07/16/02 KNOLOGY BROADBAND INC DE X X 07/16/02 KNOLOGY INC DE X X 07/16/02 LADISH CO INC WI X X 06/27/02 AMEND LASALLE HOTEL PROPERTIES MD X 07/16/02 LASON INC DE X X 07/16/02 LEXENT INC DE X 07/16/02 MATTRESS DISCOUNTERS CORP DE X X 07/15/02 MAXWORLDWIDE INC DE X 07/09/02 MCCOMBS REALTY PARTNERS LTD CA X X 06/27/02 AMEND MDI ENTERTAINMENT INC DE X 06/19/02 MEDQUIST INC NJ X 07/15/02 MERRILL LYNCH & CO INC DE X X 07/16/02 MOHAWK INDUSTRIES INC DE X X 07/15/02 MORGAN STANLEY DE X 07/16/02 MOTHERS WORK INC DE X X 07/15/02 NATIONAL PENN BANCSHARES INC PA X X 07/12/02 NAVISTAR INTERNATIONAL CORP DE X 07/15/02 NESCO INDUSTRIES INC NV X 07/10/02 NEW ENGLAND BUSINESS SERVICE INC DE X 07/02/02 NEXTEL COMMUNICATIONS INC DE X X 07/16/02 NORTH BANCSHARES INC DE X 06/30/02 NS GROUP INC KY X X 07/15/02 NTL COMMUNICATIONS CORP DE X X 07/16/02 NTL DELAWARE INC DE X X 07/16/02 NTL INC/DE/ DE X X 07/15/02 NTL INC/DE/ DE X X 07/16/02 NTL TRIANGLE LLC DE X X 07/16/02 PANACO INC DE X X 07/16/02 PFIZER INC DE X X 07/13/02 PHARMACEUTICAL FORMULATIONS INC DE X 07/16/02 PHARMACIA CORP /DE/ DE X X 07/13/02 PIONEER COMPANIES INC DE X 07/16/02 PORTAL SOFTWARE INC DE X 02/01/02 PRECISION OPTICS CORPORATION INC MA X 07/16/02 PRINCETON MINING CO ID X 09/12/01 AMEND PROVIDENT FINANCIAL GROUP INC OH X X 07/15/02 PYR ENERGY CORP DE X X 07/16/02 RADIAN GROUP INC DE X X 07/16/02 RADIOSHACK CORP DE X X 07/16/02 S&T BANCORP INC PA X 06/30/02 SAFENET INC DE X X X 07/16/02 SAFEWAY INC DE X X 07/16/02 SALIX PHARMACEUTICALS LTD X X 07/15/02 SANCHEZ COMPUTER ASSOCIATES INC PA X X 07/10/02 SELECT COMFORT CORP MN X 06/29/02 SHENANDOAH TELECOMMUNICATIONS CO/VA/ VA X 07/16/02 SHOLODGE INC TN X 07/16/02 AMEND SLM FUNDING CORP DE X X 06/25/02 SOUTH FINANCIAL GROUP INC SC X 07/11/02 SPECTRASITE HOLDINGS INC DE X X 07/12/02 ST PAUL COMPANIES INC /MN/ MN X 07/16/02 STONEPATH GROUP INC DE X X 07/15/02 SUN INTERNATIONAL NORTH AMERICA INC DE X 07/01/02 SUNGARD DATA SYSTEMS INC DE X X 07/01/02 SURG II INC MN X X 07/15/02 TESORO PETROLEUM CORP /NEW/ DE X X 05/17/02 AMEND TOTAL SYSTEM SERVICES INC GA X X 07/16/02 TRIMERIS INC DE X 07/03/02 TRUMP HOTELS & CASINO RESORTS INC DE X 07/12/02 TRUMPS CASTLE HOTEL & CASINO INC NJ X 07/12/02 TRUSTCO BANK CORP N Y NY X 07/16/02 UNION ELECTRIC CO MO X X 07/16/02 UNITED INVESTORS GROWTH PROPERTIES MO X X 06/27/02 AMEND UNITED INVESTORS GROWTH PROPERTIES II MO X X 06/27/02 AMEND UNITED INVESTORS INCOME PROPERTIES MO X X 06/27/02 AMEND UNITED PAN EUROPE COMMUNICATIONS NV X 06/19/02 AMEND UNITED STATES CELLULAR CORP DE X X 07/16/02 UNIVERSAL MANUFACTURING CO NE X 07/01/02 UST INC DE X X 07/09/02 V GPO INC FL X 07/16/02 VERIZON SOUTH INC VA X X 07/01/02 VIASYS HEALTHCARE INC DE X X 05/23/02 AMEND VISKASE COMPANIES INC DE X 07/15/02 VISTEON CORP DE X X 07/10/02 VOIP TELECOM INC// NV X X X 09/30/02 WAYCOOL3D INC NJ X X X 05/30/02 AMEND WELLS FARGO & CO/MN DE X X 07/16/02 WELLS REAL ESTATE INVESTMENT TRUST IN MD X X X 07/01/02 WGL HOLDINGS INC VA X 06/19/02 WWBROADCAST NET INC WY X X 07/15/02 ZENASCENT INC DE X 04/30/02 AMEND ZIFF DAVIS MEDIA INC DE X 07/15/02