SEC NEWS DIGEST Issue 2002-215 November 6, 2002 COMMISSION ANNOUNCEMENTS SEC PROPOSES RULES TO IMPLEMENT SARBANES-OXLEY ACT PROVISIONS CONCERNING STANDARDS OF PROFESSIONAL CONDUCT FOR ATTORNEYS The Commission voted today to propose rules implementing provisions of the Sarbanes-Oxley Act that prescribe "minimum standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers." The standards must include a rule requiring an attorney to report "evidence of a material violation of securities laws or breach of fiduciary duty or similar violation by the company or any agent thereof" to the chief legal counsel (CLO) or the CLO and the chief executive officer of the company (or the equivalent); and, if they do not respond appropriately to the evidence, requiring the attorney to report the evidence to the audit committee, another committee of independent directors, or the full board of directors. The Commission voted to propose a new Part 205 to 17 CFR, Standards of Professional Conduct for Attorneys Appearing and Practicing before the Commission, that includes: (1) "up the ladder" reporting, and (2) other related provisions the Commission believes are important components of an effective reporting regime. The proposed rule recognizes that attorneys interact with the Commission on behalf of issuer clients in a number of ways, and reflects that Section 307 was intended to protect investors by imposing the "up the ladder" reporting requirement on all attorneys who appear or practice before the Commission on behalf of an issuer. Accordingly, the proposed rule would adopt an expansive view of who is an attorney subject to the rule, covering all attorneys who are admitted, licensed or otherwise qualified to practice law whether employed in-house by an issuer or retained to perform legal work on behalf of an issuer. In addition, the proposed rule would cover attorneys licensed, or otherwise qualified to practice, in foreign jurisdictions who appear and practice before the Commission, although it would seek comment on how to ensure that the requirements of the rule do not conflict or inappropriately interfere with the activities of non-U.S. lawyers. The proposed rule would incorporate several additional provisions that the Commission believes are important components of an effective "up the ladder" reporting system. These provisions embody standards of conduct that legal commentators and the American Bar Association have been considering for years, and are similar in important respects to ethical rules that have already been enacted in a number of jurisdictions. Subsection 205.3 would represent the core of the proposed rule. Subsection 205.3(a) would affirmatively state that an attorney representing an issuer represents the issuer as an entity rather than the officers or others with whom the attorney interacts in the course of that representation, and that the attorney is obligated to act in the best interests of the issuer and its shareholders. Subsection 205.3(b) would prescribe the duty of an attorney who appears or practices before the Commission in the representation of an issuer to report evidence of a "material violation." The proposed rule would not require an attorney to "know" that a violation has been committed. The rule's reporting obligation would be triggered when an attorney "reasonably believes" that a material violation has occurred, is occurring or is about to occur, limiting the instances in which the reporting duty prescribed by the rule will arise to those where it is appropriate to protect investors. The attorney would be initially directed to make this report to the issuer's CLO, or to the issuer's CLO and chief executive officer. The attorney also would be obligated to take reasonable steps under the circumstances to document the report and the response thereto, and to retain such documentation for a reasonable time. Requiring the attorney to take such reasonable steps would protect the attorney in the event his or her compliance with the proposed rule is put in issue at some future proceeding. When presented with a report of a possible material violation, the rule would obligate the issuer's CLO to determine whether to conduct an inquiry into the reported material violation to ascertain whether in fact a violation has occurred, is occurring or about to occur. A CLO who reasonably concludes that there has been no material violation would have to provide notice to the reporting attorney of this conclusion, and take reasonable steps to preserve relevant documentary evidence. A CLO who concludes that a material violation has occurred, is occurring or is about to occur would be required to take reasonable steps to ensure that the issuer adopts appropriate remedial measures and/or sanctions - including appropriate disclosures. Furthermore, the CLO would be required to report "up the ladder" within the issuer what remedial measures have been adopted, and to advise the reporting attorney of his or her conclusions. A reporting attorney who receives an appropriate response within a reasonable time and has documented his or her report and response would have satisfied all obligations under the rule. The Commission believes that most situations involving reporting to the CLO or CLO and CEO by an attorney will be resolved in this manner. In the event a reporting attorney does not receive an appropriate response within a reasonable time, he or she would be required to report the evidence of a material violation to the issuer's audit committee, another committee of independent directors, or to the full board. Similarly, if the attorney reasonably believes that it would be futile to report evidence of a material violation to the CLO and CEO, the attorney may report directly to the issuer's audit committee, another committee of independent directors, or to the full board. A reporting attorney who has reported a matter all the way "up the ladder" within the issuer and who reasonably believes that the issuer has not responded appropriately would be required to take reasonable steps under the circumstances to document the response and to retain any such documentation for a reasonable time. Subsection 205.3(d) would deal with the obligation of an attorney who has not received an appropriate response from the issuer and, in certain instances, requires or permits a "noisy withdrawal." While this provision is not specifically mandated by Section 307, a provision that obligates a reporting attorney under certain circumstances to disaffirm a submission to the Commission which the attorney believes has been tainted by a material violation (and permits the attorney to disaffirm under other circumstances) is important to the effective operation of the reporting obligation in those instances where an issuer does not respond appropriately. The provision would distinguish between outside attorneys retained by the issuer and attorneys employed by the issuer because attorneys employed by an issuer face greater potential obstacles to compliance, and because the personal cost of compliance to an attorney employed by the issuer is greater. The provision would impose an affirmative obligation on attorneys to disaffirm a document or filing where they believe a violation is ongoing or prospective because of the greater potential of harm to investors inherent in such violations. The rule would provide that where an attorney files a notification with the Commission as part of a "noisy withdrawal," no violation of the attorney/client privilege occurs (205.3(d)(1)(iii), (d)(2)(iii). As an alternative process for considering reports of material violations, an issuer may (but is not required to) establish a qualified legal compliance committee (QLCC) comprised of at least one member of the issuer's audit committee, and two or more members of the issuer's board, all of whom must be independent, for the purpose of investigating reports made by attorneys of evidence of a material violation. The QLCC would be authorized to require the issuer to take remedial action. If the issuer were to fail to act as directed by the QLCC, each QLCC member would have the responsibility to notify the Commission. Attorneys who report evidence of a material violation to a QLCC would not be subject to the rule's "noisy withdrawal" requirement. Subsection 205.3(e) would set forth the specific circumstances under which an attorney is authorized to disclose confidential information related to his or her appearance and practice before the Commission in the representation of an issuer. Pursuant to this provision, an attorney would be allowed to use the contemporaneous records he or she creates to defend against charges of attorney misconduct, a right which is similar to the "self-defense" exception contained in the Model Rules and state ethical rules. This provision would provide an incentive for attorneys to take adequate steps to create the contemporaneous records prescribed under the rule. Subsection 205.3(e)(2) also would allow an attorney to reveal confidential information to the Commission to the extent necessary to prevent the commission of an illegal act which the attorney reasonably believes will result either in perpetration of fraud upon the Commission or in substantial injury to the financial or property interests of the issuer or another. Similarly, the attorney would be allowed to disclose confidential information to rectify an issuer's illegal actions when such actions have been advanced by the issuer's use of the attorney's services. Finally, Subsection 205.3(e)(3) would provide that an issuer does not waive any applicable privileges by sharing confidential information regarding misconduct by the issuer's employees or officers with the Commission pursuant to a confidentiality agreement. The Commission believes that allowing cooperative issuers and attorneys to produce internal reports under a confidentiality agreement without waiving privilege will significantly assist the expeditious conduct of Commission investigations. Responsibilities of Supervisory and Subordinate Attorneys Subsections 205.4 and 205.5 would detail the respective responsibilities of supervisory and subordinate attorneys, both those employed in-house by the issuer and those serving as outside counsel retained by the issuer. Sanctions for Violations of the Rule Subsection 205.6 would describe the manner in which violations of the rule would be prosecuted by the Commission. Pursuant to Section 3(b) of the Act, a violation of any rule issued by the Commission under the Act constitutes a violation of the Exchange Act. Accordingly, violation of the proposed rule would subject the violator to all the remedies and sanctions available under the Exchange Act, including injunctions, cease and desist orders, and officer and director bars for attorneys who are officers and directors. The full text of the detailed release concerning this proposal will be posted to the SEC Web site as soon as possible. Comments will be collected for 30 days following publication of the proposal in the Federal Register. (Press Rel. 2002-158) ENFORCEMENT PROCEEDINGS COMMISSION SANCTIONS U.S. BANCORP PIPER JAFFRAY INC. FOR FAILING TO REASONABLY SUPERVISE A FORMER REGISTERED REPRESENTATIVE On Nov. 5., the Commission entered an Order Instituting Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act), Making Findings and Imposing Remedial Sanctions (Order) against U.S. Bancorp Piper Jaffray Inc. (Piper Jaffray). Piper Jaffray, while neither admitting nor denying the Order's findings, consented to the entry of the Order and the imposition of sanctions against it. Piper Jaffray, based in Minneapolis, Minnesota, is a broker-dealer registered with the Commission. Piper Jaffray has numerous branch offices, including one in Sioux Falls, South Dakota. The Commission's Order found that from January 1998 through September 2001, a registered representative (Registered Representative) of Piper Jaffray's Sioux Falls branch office and his customer (Customer) engaged in a "marking the close" scheme to affect the closing price of the common stock of a publicly-traded company. The Commission's Order found that throughout most of the relevant period, the Registered Representative also acted as branch manager of the Sioux Falls office. The Registered Representative and the Customer placed day-end trades at artificially higher prices in this stock thereby increasing improperly the stock's closing price so as to satisfy or reduce margin calls on his brokerage accounts at Piper Jaffray. The Commission's Order found that Piper Jaffray failed to supervise its Registered Representative and failed to have adequate systems in place to detect or prevent this marking the close scheme. Because of deficiencies with Piper Jaffray's surveillance procedures and with its structure for supervising "producing" branch managers, i.e., managers who also act as registered representatives for customers, the firm failed to detect and prevent the misconduct of the Registered Representative. The Commission's Order found that Piper Jaffray did not have an exception report capable of identifying end-of-the-day trades in its customer accounts; it instead relied on order ticket approval and/or review to detect possible marking the close violations. The Order, pursuant to Section 15(b) of the Securities Exchange Act of 1934, censures Piper Jaffray. The Order also requires Piper Jaffray to maintain the following undertakings: creating a marking the close exception report, and the creation of at least eight District Sales Supervisors to replace the single position previously responsible for supervising "producing" branch managers. The Order also requires Piper Jaffray to pay a civil monetary penalty of $100,000. The Commission would like to thank the National Association of Securities Dealers Regulation, Inc. (NASDR) for its assistance in this matter. (Rel. 34-46770; File No. 3-10926) ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST SALMAN SHARIFF On Nov. 5, the Commission instituted administrative proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940 against Salman Shariff (Shariff) of Cary, North Carolina, to determine whether remedial sanctions should be imposed against Shariff based on an allegation that a default judgment of permanent injunction was entered against Shariff enjoining him from further violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule l0b-5 thereunder, and Sections 206(l) and (2) of the Investment Advisers Act of 1940. The Order Instituting Public Administrative Proceedings alleges that from Dec. 1996 through June 2001, Shariff acted s an unregistered broker. The Order further alleges that Shariff was associated with a registered broker-dealer as a registered representative from February 1996 through May 1997. It also alleges that from December 1996 through June 2001, Shariff was associated with Vestron Financial Corporation, an unregistered investment adviser, as its president. A hearing will be scheduled to determine what, if any, remedial sanctions should be imposed against Shariff. (Rel. 34-46773; IA-2077; File No. 3-10927) ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST MAX TANNER On Nov. 5, the Commission instituted an administrative proceeding against Max C. Tanner (Tanner), an attorney licensed to practice law in the State of Nevada. The Order Instituting Proceedings (OIP) alleges that Tanner participated in a scheme to manipulate the public trading market for the stock of Maid Aide, Inc. (MDAN), a public shell company. Tanner incorporated MDAN and was MDAN's original director and principal shareholder. On August 12, 2002, the United States District Court for the Southern District of New York entered a default judgment against Tanner permanently enjoining him from violating the securities registration and antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The complaint in the civil injunctive action alleges that Tanner and others sold their unregistered MDAN stock through two boiler room operations at artificially inflated prices. Unlicensed brokers used high-pressure sales tactics, in exchange for undisclosed kickbacks. Through this scheme, Tanner and the other defendants defrauded investors out of more than $3.7 million. Tanner was ordered to disgorge $2,145,167.65 that he obtained as a result of his fraudulent scheme, plus $616,149.47 in prejudgment interest. He was also ordered to pay a civil monetary penalty of $350,000. On Nov. 19, 2001, Tanner was convicted in a related criminal case of 37 counts of securities fraud relating to MDAN, including mail and wire fraud, tax fraud, and money laundering. U.S v. Tanner, CR-S-00-193-KJD. The OIP temporarily suspends Tanner from appearing or practicing before the Commission. If Tanner does not file a petition with the Commission to lift the temporary suspension within thirty days after service of the OIP, the suspension will become permanent. For further information see Litigation Releases No. 17305 (January 14, 2002) and 17790 (October 17, 2002). (Rel. 34-46775; File No. 3-10928) COMMISSION FILES COMPLAINT AGAINST MICHAEL RIVERS AND THOMAS HALL IN ALLEGED "MARKING THE CLOSE" MARKET MANIPULATION SCHEME On Oct. 31, 2002, the Commission filed a complaint in the United States District Court for the District of Minnesota against Thomas E. Hall (Hall) and Michael J. Rivers (Rivers) alleging that Hall and Rivers perpetrated a fraudulent scheme to artificially increase the closing price of First Federal Capital Corporation (First Federal) common stock. Hall, of Sioux Falls, South Dakota, was employed as a registered representative and branch manager for U.S. Bancorp Piper Jaffray Inc. (Piper Jaffray). Rivers, of Winona, Minnesota, was a customer of Hall at Piper Jaffray. The Commission's complaint alleges that the purpose of this scheme was to prevent or reduce numerous margin calls Rivers received on his trading accounts at Piper Jaffray. The complaint also alleges that Hall and Rivers' scheme artificially increased the closing price of First Federal common stock, which constituted violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 promulgated thereunder. Hall consented, without admitting or denying the allegations in the complaint, to the entry of an order of permanent injunction enjoining him from violations of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and imposing a civil penalty of $50,000. The litigation against Rivers is pending. The Commission would like to thank the National Association of Securities Dealers Regulation, Inc. (NASDR) for its assistance in this matter. [SEC v. Michael J. Rivers and Thomas E. Hall, 02-4213, JRT/FLN, USDC Minn.] (LR-17828) SEC FILES AMENDED COMPLAINT AGAINST WORLDCOM TO ADD ADDITIONAL FRAUD CHARGE AND TWO OTHER NEW CHARGES, AND EXPAND THE SCOPE OF THE ALLEGED FRAUD On Nov. 5, the Commission filed an amended complaint against WorldCom Inc. The amended complaint, filed in the Commission's pending civil action in federal district court in New York with WorldCom's consent, adds claims that WorldCom violated the antifraud provision of the Securities Act of 1933 (Section 17(a)), in connection with several securities offerings during the fraud, and also violated the internal controls and books and records provisions of the Securities Exchange Act of 1934 (Sections 13(b)(2)(A) and 13(b)(2)(B)). The amended complaint broadens the Commission's charges to allege that WorldCom misled investors from at least as early as 1999 through the first quarter of 2002, and further states that the company has acknowledged that during that period, as a result of undisclosed and improper accounting, WorldCom materially overstated the income it reported on its financial statements by approximately $9 billion. The Commission filed its initial complaint against WorldCom on June 26, 2002, the day after WorldCom announced that it intended to restate its financial results for five quarters-all quarters in 2001 and the first quarter of 2002. (Litigation Release No. 17588.) The initial complaint charged WorldCom with violating various antifraud and reporting provisions of the federal securities laws, including Sections 10(b) and 13(a) of the Exchange Act and Exchange Act Rules 10b-5, 13a-1, 13a-13 and 12b-20, during those five quarters. The Commission also sought the appointment of a corporate monitor, and on July 3, U.S. District Judge Jed S. Rakoff appointed former SEC Chairman Richard Breeden to that position. Since the Commission filed its action against WorldCom, the company has made a series of announcements expanding its anticipated restatement in amount and time. In addition, the Commission has brought civil actions against four former employees of WorldCom. The Commission filed civil actions against former WorldCom Controller David F. Myers on Sept. 26 (Litigation Release No. 17753); former WorldCom Director of General Accounting Buford "Buddy" Yates, Jr., on Oct. 7 (Litigation Release No. 17771); and Betty L. Vinson and Troy M. Normand, former accountants in the WorldCom's General Accounting Department, on Oct. 10 (Litigation Release No. 17783). All of these actions are pending. The Commission acknowledges the assistance and cooperation of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation. The Commission's investigation into matters related to WorldCom's financial fraud is continuing. [SEC v. WorldCom, Inc., Civil Action No. 02-CV-4963, JSR] (LR-17829; AAE Rel. 1658) INVESTMENT COMPANY ACT RELEASES ALLSTATE LIFE INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until Dec. 4, 2002, to request a hearing on an application filed by Allstate Life Insurance Company (Allstate), et al. Applicants seek to amend an existing order of exemption pursuant to Section 6(c) of the Act to the extent necessary to permit the recapture, under specified circumstances, of credits applied to contributions made under (a) certain deferred variable annuity contracts and certificates, including certain certificate data pages and endorsements, that Allstate will issue in the future through Separate Account A (Amended Contracts), and (b) under contracts and certificates, including certain certificate data pages and endorsements, that any life insurance company applicant may issue in the future through any separate account that are substantially similar in all material respects to the Amended Contracts. (Rel. IC-25792 - Nov. 4) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change (SR-CHX-2002-30) filed by the Chicago Stock Exchange relating to the eligibility of limit orders for trade through protection has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice in the Federal Register is expected during the week of Nov. 4. (Rel. 34- 46762) A proposed rule change filed by the American Stock Exchange relating to member transaction fees for certain Exchange-traded funds (SR-Amex-2002- 81) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice in the Federal Register is expected during the week of Nov. 4. (Rel. 34-46764) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-Amex-2002-80), filed by the American Stock Exchange, pursuant to Section 19(b)(2) of the Securities Exchange Act of 1934, relating to the listing and trading of Principal Protected Sector Selector Notes. Publication of the proposal in the Federal Register is expected during the week of Nov. 11. (Rel. 34-46769) APPROVING PROPOSED RULE CHANGE The Commission approved a proposed rule change submitted under Rule 19b- 4 (SR-NQLX-2002-01) and granted accelerated approval of Amendment No. 1 thereto by the Nasdaq Liffe Markets, LLC (NQLX) relating to margin rules for security futures products other than options on security futures. Publication of the proposal in the Federal Register is expected during the week of Nov. 11. (Rel. 34-46771) PROPOSED RULE CHANGE The Depository Trust Company filed a proposed rule change (SR-DTC-2002- 15) under Section 19(b)(1) of the Exchange Act. The proposed rule change would eliminate the FAST Certificate-on-Demand service. Publication of the proposal in the Federal Register is expected during the week of Nov. 11. (Rel. 34-46772) 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-8 UNIVERSAL BROADBAND COMMUNICATIONS INC, 18200 VON KARMAN AVENUE, 10TH FLOOR, IRVINE, CA, 92612, 949-567-1880 - 3,000,000 ($6,000,000.00) Equity, (File 333-100998 - Nov. 5) (BR. 09) S-8 POPULAR INC, 209 MUNOZ RIVERA AVE, POPULAR CENTER BUILDING, HATO REY, PR, 00918, 7877659800 - 0 ($15,825,000.00) Equity, (File 333-100999 - Nov. 5) (BR. 07) N-2 AIG GLOBAL INVESTMENT GROUP MUNICIPAL INSURED FUND, 175 WATER STREET, NEW YORK, NY, 10038, 212 458 2000 - 0 ($1,500,000.00) Equity, (File 333-101002 - Nov. 5) (BR. 18) S-8 ROANOKE TECHNOLOGY CORP, 539 BECKER DRIVE, ROANOKE RAPIDS, NC, 27870, 2525379222 - 10,000,000 ($100,000.00) Equity, (File 333-101003 - Nov. 5) (BR. 08) S-3 GENESIS HEALTH VENTURES INC /PA, 101 EAST STATE STREET, KENNETT SQUARE, PA, 19348, 6104446350 - 750,000 ($10,785,000.00) Other, (File 333-101004 - Nov. 5) (BR. 01) S-8 TELEFLEX INC, 630 W GERMANTOWN PK STE 450, SUITE 450, PLYMOUTH MEETING, PA, 19462, 2158346301 - 300,000 ($12,630,000.00) Equity, (File 333-101005 - Nov. 5) (BR. 36) S-8 PITTS & SPITTS INC, 750 WEST PENDER ST, SUITE 804, VANCOUVER BRITISH CO, A6, V6C 2T8, 7027322253 - 0 ($200,000.00) Equity, (File 333-101006 - Nov. 5) (BR. 09) S-8 ITC DELTACOM INC, 1791 O G SKINNER DRIVE, WEST POINT, GA, 31833, 7066453880 - 0 ($22,270,000.00) Equity, (File 333-101007 - Nov. 5) (BR. 37) S-8 CROWN CASTLE INTERNATIONAL CORP, 510 BERING DRIVE, SUITE 500, HOUSTON, TX, 77057, 7135703000 - 0 ($22,660,118.00) Equity, (File 333-101008 - Nov. 5) (BR. 37) S-4 NORTH FORK BANCORPORATION INC, 275 BROAD HOLLOW RD, PO BOX 8914, MELVILLE, NY, 11747, 6318441004 - 0 ($500,000,000.00) Non-Convertible Debt, (File 333-101009 - Nov. 5) (BR. 07) S-8 ROCKFORD CORP, 546 SOUTH ROCKFORD DRIVE, TEMPE, AZ, 85281, 4809673565 - 600,000 ($3,774,000.00) Equity, (File 333-101010 - Nov. 5) (BR. 02) S-1 CAMPBELL STRATEGIC ALLOCATION FUND LP, 210 W PENNSYLVANIA AVE, STE 770, BALTIMORE, MD, 21204, 4102963301 - 0 ($900,000,000.00) Limited Partnership Interests, (File 333-101011 - Nov. 5) (BR. 08) S-8 TUMBLEWEED COMMUNICATIONS CORP, 700 SAGINAW DR, REDWOOD CITY, CA, 94063, 6502162000 - 50,000 ($59,750.00) Equity, (File 333-101018 - Nov. 5) (BR. 08) S-8 GENTA INC DE/, TWO CONNELL DRIVE, .., BERKELEY HEIGHTS, NJ, 07922, (908) 286-9800 - 9,150,000 ($54,812,500.00) Equity, (File 333-101022 - Nov. 5) (BR. 01) S-8 JENNIFER CONVERTIBLES INC, 419 CROSSWAYS PK DR, WOODBURY, NY, 11797, 5164961900 - 0 ($4,435,650.00) Equity, (File 333-101024 - Nov. 5) (BR. 02) S-8 FIRST COMMUNITY BANCORP /CA/, 6110 EL TORDO, RANCHO SANTA FE, CA, 92067, 8587563023 - 0 ($36,990,400.00) Equity, (File 333-101025 - Nov. 5) (BR. 07) S-8 TORONTO DOMINION BANK, TD TOWER 12TH FLOOR 55 KING STREET WEST, PO BOX 1 TORONTO, PROVINCE ONTARIO, A6, 4169828222 - 1,500,000 ($28,755,000.00) Equity, (File 333-101026 - Nov. 5) (BR. 07) S-3 OLIN CORP, 501 MERRITT 7, P O BOX 4500, NORWALK, CT, 06856, 2037503000 - 0 ($400,000,000.00) Unallocated (Universal) Shelf, (File 333-101027 - Nov. 5) (BR. 04) S-4 TRANS WORLD CORP, 545 FIFTH AVE, STE 940, NEW YORK, NY, 10017, 2129833355 - 0 ($6,666,660.00) Equity, (File 333-101028 - Nov. 5) (BR. 02) S-3 OLIN CORP, 501 MERRITT 7, P O BOX 4500, NORWALK, CT, 06856, 2037503000 - 0 ($69,610,214.88) Equity, (File 333-101029 - Nov. 5) (BR. 04) 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 ----------------------------------------------------------------------------------- ABERDENE MINES LTD X X 11/04/02 AMEND ACE CASH EXPRESS INC/TX TX X X 10/25/02 ACT MANUFACTURING INC MA X X 10/25/02 ADELPHIA COMMUNICATIONS CORP DE X 10/25/02 ADVANCED NEUROMODULATION SYSTEMS INC TX X 11/05/02 AEHR TEST SYSTEMS CA X X 11/04/02 AGERE SYSTEMS INC DE X X 10/30/02 AMANASU ENERGY CORP NV X X 09/30/02 AMERICAN NATURAL ENERGY CORP OK X 11/01/02 AMERISOURCEBERGEN CORP DE X X 11/05/02 ANCONA MINING CORP NV X X 11/04/02 AMEND ANTHEM INC IN X 11/04/02 APCO ARGENTINA INC/NEW X X 10/30/02 APPLIED MOLECULAR EVOLUTION INC DE X X 11/05/02 ARRHYTHMIA RESEARCH TECHNOLOGY INC /D DE X X 11/01/02 AVANI INTERNATIONAL GROUP INC // NV X X 10/23/02 AVI BIOPHARMA INC OR X X 11/05/02 AXSYS TECHNOLOGIES INC DE X X 10/31/02 BICO INC/PA PA X 11/04/02 BIZCOM USA INC FL X X 11/01/02 BONGIOVI ENTERTAINMENT INC NV X X 10/31/02 BRITTON & KOONTZ CAPITAL CORP MS X X 10/22/02 CADMUS COMMUNICATIONS CORP/NEW VA X X 11/04/02 CALPINE CORP DE X X 11/04/02 CAMDEN MINES LTD NV X X 11/04/02 AMEND CAPITAL AUTO RECEIVABLES INC DE X X 11/04/02 CARBIDE GRAPHITE GROUP INC /DE/ DE X X 11/01/02 CHART INDUSTRIES INC DE X X 11/04/02 CHARTER COMMUNICATIONS INC /MO/ DE X X 11/05/02 CHENIERE ENERGY INC DE X X X 10/29/02 CHESAPEAKE ENERGY CORP OK X X 11/04/02 CHINA XIN NETWORK MEDIA CORP FL X X 10/25/02 CIT GROUP INC DE X X 11/01/02 COMBINED PENNY STOCK FUND INC CO X X 10/18/02 AMEND COMMSCOPE INC DE X 11/04/02 COMMUNITY BANCSHARES INC /DE/ DE X 10/31/02 AMEND CONSOLIDATED CAPITAL INSTITUTIONAL PR CA X 08/22/02 AMEND CREDIT SUISSE FIRST BOSTON MOR AC COR DE X X 10/25/02 CSP INC /MA/ MA X 11/05/02 DIMON INC VA X 11/05/02 DIMON INC VA X X 11/05/02 DREYERS GRAND ICE CREAM INC DE X X 10/25/02 EBENX INC MN X 11/04/02 ECHAPMAN INC MD X X 11/05/02 ECHOSTAR COMMUNICATIONS CORP NV X 11/05/02 ELINE ENTERTAINMENT GROUP INC NV X 11/05/02 EQUITY INNS INC TN X 11/04/02 EVCI CAREER COLLEGES INC DE X X 10/21/02 EXULT INC DE X 11/04/02 FIRST GEORGIA HOLDING INC GA X 09/30/02 FIRST REAL ESTATE INVESTMENT TRUST OF NJ X 11/01/02 FLORIDA PUBLIC UTILITIES CO FL X 11/01/02 FNB BANCSHARES INC /SC/ SC X X 10/29/02 AMEND FOG CUTTER CAPITAL GROUP INC MD X X 11/01/02 FORWARD AIR CORP TN X X 11/05/02 GATEWAY INTERNATIONAL HOLDINGS INC NV X 11/05/02 GENEREX BIOTECHNOLOGY CORP DE X 10/23/02 GOLDEN TELECOM INC DE X X 11/04/02 HAGGAR CORP NV X X X 11/05/02 HALLIBURTON CO DE X 11/04/02 HANCOCK JOHN FINANCIAL SERVICES INC X 11/04/02 HANCOCK JOHN LIFE INSURANCE CO MA X X 11/05/02 HAWTHORNE FINANCIAL CORP CA X 11/01/02 HAWTHORNE FINANCIAL CORP CA X 08/23/02 AMEND HERITAGE FINANCIAL HOLDING X 10/30/02 HOLIDAY RV SUPERSTORES INC DE X X 10/31/02 I TELECO COM INC X 09/27/02 I TRAX INC DE X 11/05/02 IKON OFFICE SOLUTIONS INC OH X 11/04/02 INDUSTRI MATEMATIK INTERNATIONAL CORP DE X 11/04/02 INDYMAC MBS INC X X 10/30/02 INFORTE CORP DE X 11/01/02 ION NETWORKS INC DE X 10/25/02 JUPITERMEDIA CORP DE X 11/04/02 KANSAS CITY SOUTHERN DE X X 11/05/02 KENTUCKY ELECTRIC STEEL INC /DE/ DE X X 10/25/02 KEYSTONE MINES LTD NV X X 11/04/02 AMEND KNIGHT RIDDER INC FL X 11/04/02 LASALLE RE HOLDINGS LTD X X 11/04/02 LIBERTY CORP SC X 11/05/02 LIBERTY CORP SC X 11/05/02 LIFE PARTNERS HOLDINGS INC TX X 11/01/02 LONE STAR STEAKHOUSE & SALOON INC DE X 10/24/02 LONG BEACH SECURITIES CORP DE X 11/05/02 LPA HOLDING CORP DE X X 11/01/02 LSI LOGIC CORP DE X X 10/23/02 LUCILLE FARMS INC DE X X 10/29/02 LYONDELL CHEMICAL CO DE X X 08/22/02 AMEND M&T BANK CORP NY X X 10/09/02 MACK CALI REALTY CORP MD X X 11/04/02 MACK CALI REALTY CORP MD X X 11/04/02 MACROVISION CORP DE X X 11/05/02 MB FINANCIAL INC /MD MD X X 11/04/02 MBNA CORP MD X 11/05/02 MDU RESOURCES GROUP INC DE X X 11/01/02 MELLON FINANCIAL CORP PA X X 11/04/02 MILLENNIUM CELL INC DE X 10/31/02 MODEM MEDIA INC DE X 11/05/02 NATCO GROUP INC DE X X 11/04/02 NETCURRENTS INC/ DE X 04/20/02 NETCURRENTS INC/ DE X 08/29/02 NETGURU INC DE X X 10/30/02 NEW YORK COMMUNITY BANCORP INC DE X X 11/01/02 NN INC DE X X 11/05/02 NORTHERN OSTRICH CORP NV X 10/31/02 NOVEX SYSTEMS INTERNATIONAL INC NY X 11/05/02 NRG ENERGY INC DE X 11/01/02 NUTRA PHARMA CORP CA X 08/12/02 AMEND OLYMPUS COMMUNICATIONS LP DE X 10/25/02 OPTA FOOD INGREDIENTS INC /DE DE X X 10/25/02 ORLANDO PREDATORS ENTERTAINMENT INC FL X 10/31/02 PACIFIC NORTHWEST BANCORP WA X X 11/01/02 PAINEWEBBER MORTGAGE ACCEPTANCE CORP DE X X 06/26/00 PANAMERICAN BEVERAGES INC R1 X X 11/05/02 AMEND PATH 1 NETWORK TECHNOLOGIES INC X X 11/05/02 PENWEST PHARMACEUTICALS CO WA X X 11/01/02 PICCADILLY CAFETERIAS INC LA X X 11/04/02 PIPELINE DATA INC X 10/31/02 AMEND PLAINS ALL AMERICAN PIPELINE LP DE X 10/29/02 AMEND PROSPERITY BANCSHARES INC TX X X 11/01/02 PRUDENTIAL FINANCIAL INC NJ X X 11/05/02 QUAKER CITY BANCORP INC DE X X 10/17/02 QUEPASA COM INC NV X X 10/30/02 QUOVADX INC DE X 11/05/02 RAMCO GERSHENSON PROPERTIES TRUST MA X X 11/05/02 RCN CORP /DE/ DE X X 11/05/02 RECKSON OPERATING PARTNERSHIP LP DE X X 11/05/02 REDWOOD MICROCAP FUND INC X X 10/18/02 AMEND RELAY MINES LTD NV X X 11/04/02 AMEND SALIX PHARMACEUTICALS LTD X X 10/25/02 SANGUI BIOTECH INTERNATIONAL INC CO X 11/30/02 SAXON ASSET SECURITIES CO VA X 11/05/02 SEVEN SEAS PETROLEUM INC B0 X X 10/31/02 SOUTH FINANCIAL GROUP INC SC X X 11/02/02 SOUTHWEST BANCORP OF TEXAS INC TX X X 11/01/02 STANLEY WORKS CT X 11/05/02 STATE STREET CORP MA X X 11/05/02 SURG II INC MN X X 10/22/02 SUSQUEHANNA BANCSHARES INC PA X X 11/04/02 SYCONET COM INC DE X X 08/19/02 AMEND SYSTEMS & COMPUTER TECHNOLOGY CORP DE X X 10/23/02 T REIT INC VA X X 11/04/02 AMEND TAIWAN FUND INC DE X 09/01/02 TECO ENERGY INC FL X 10/17/02 TEKRON INC DE X 11/04/02 TENET HEALTHCARE CORP NV X X 11/04/02 TNP ENTERPRISES INC TX X X 10/31/02 TRENWICK AMERICA CORP DE X X 11/04/02 TRENWICK GROUP LTD X X 11/04/02 TTR TECHNOLOGIES INC DE X 11/05/02 TXU CORP /TX/ TX X X 10/30/02 TXU EUROPE LTD X 10/21/02 U S RESTAURANT PROPERTIES INC MD X X 11/04/02 UAL CORP /DE/ DE X X 11/05/02 UBICS INC DE X X 10/21/02 UNIT CORP DE X 11/05/02 URS CORP /NEW/ DE X X 08/22/02 AMEND US AIRWAYS GROUP INC DE X X 11/05/02 US XPRESS ENTERPRISES INC NV X 11/04/02 VENTAS INC DE X X 11/05/02 VENTURE HOLDINGS CO LLC MI X 11/05/02 VIAD CORP DE X 11/05/02 VICON FIBER OPTICS CORP DE X 10/09/02 AMEND WACHOVIA COMMERCIAL MORTGAGE SECURITI NC X X 11/05/02 WASHINGTON REAL ESTATE INVESTMENT TRU MD X X 11/04/02 WASHINGTON REAL ESTATE INVESTMENT TRU MD X X 11/04/02 WESTMORELAND COAL CO DE X X 11/05/02 WFN CREDIT CO LLC DE X X 11/05/02 ZAMBA CORP DE X X 11/04/02 ZETA CORP /CA FL X 10/31/02 AMEND ZWEIG FUND INC /MD/ MD X X 10/25/02 ZWEIG TOTAL RETURN FUND INC MD X X 10/25/02