SEC NEWS DIGEST Issue 2004-148 August 3, 2004 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - THURSDAY, AUGUST 12, 2004 - 2:00 P.M. The subject matter of the closed meeting scheduled for Thursday, August 12, will be: Formal orders of investigations; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; and Litigation matter. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070. ENFORCEMENT PROCEEDINGS SEC SETTLES FINANCIAL FRAUD CASE AGAINST WILLIAM BUETTNER, MARK KIRSTEIN, AND AMY FRAZIER, FORMER AUDITORS FOR AHERF AND RULE 102(e)(3) PROCEEDING AGAINST BUETTNER The Commission announced today that on July 28, the Honorable Norma L. Shapiro, U.S. District Court Judge, Eastern District of Pennsylvania entered Final Judgments against William F. Buettner, Mark D. Kirstein, and Amy S. Frazier, members of the Coopers & Lybrand, LLP (now PricewaterhouseCoopers, LLP) engagement team that audited the consolidated financial statements of Allegheny Health, Education and Research Foundation (AHERF) for the year ending June 30, 1997. * The Final Judgment as to defendant Buettner permanently enjoins him from violating Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and requires him to pay a civil money penalty of $40,000.00. * The Final Judgments as to defendants Kirstein and Frazier enjoin them from participating as a member of the engagement team of any independent auditing firm that issues audit reports in connection with the financial statements of any public or private entity for a two-year period. The defendants consented to the entry of the final judgments without admitting or denying the allegations of the Second Amended Complaint (complaint). According to the allegations of the complaint, Buettner, Kirstein, and Frazier, all certified public accountants, served respectively as the engagement partner, the senior manager, and the manager on the failed audit of AHERF, at its height the largest nonprofit healthcare organization in Pennsylvania. The Commission's complaint alleged that each of them actively participated in a fraudulent scheme to mask AHERF's deteriorating financial condition. In so doing, the defendants participated in the creation and issuance of, and failed to correct, audit reports that contained unqualified opinions concerning AHERF's 1997 consolidated financial statements and AHERF's 1997 supplementary consolidating and combining financial information. For its fiscal year 1997, AHERF reported net income when, in reality, it was operating at substantial net loss. The scheme, as alleged in the complaint, involved the fraudulent transfer of $99.6 million of reserves from the books of a recently- acquired entity to the books of a group of AHERF-related entities collectively known as the Delaware Valley Obligated Group (Delaware Valley). The transferred reserves were used by Delaware Valley to either increase its own reserves or to reduce expenses related to the write-off of uncollectible accounts receivable. Buettner, Kirstein and Frazier played an active role in the fraud by, among other things, helping AHERF plan fraudulent transfers of reserves and subsequently conducting the 1997 audit in a manner intended to hide both the fraud and their involvement in it. Furthermore, the Commission's complaint alleged that they failed to expand their audit to address the improper transfers, or to investigate evidence of other transfers that violated Generally Accepted Accounting Principles (GAAP), as required by Generally Accepted Auditing Standards (GAAS). The Commission also announced that on August 2 it had instituted and simultaneously settled a Rule 102(e)(3) proceeding against Buettner, which was based upon the entry of the District Court injunction. Buettner consented to an Order suspending him from appearing or practicing before the Commission as an accountant with the right to apply for reinstatement after a period of four years. [SEC v. William F. Buettner, Mark D. Kirstein and Amy S. Frazier, USDC EDPA, 01-CV-3898] (LR-18818; AAE Rel. 2073); Administrative Proceeding - Rel. 34-50134; AAE Rel. 2070; File No. 3-11571) FRANKLIN ADVISERS, INC. TO PAY $50 MILLION AND UNDERTAKE COMPLIANCE REFORMS TO SETTLE SEC CHARGES CONCERNING MUTUAL FUND MARKET TIMING On August 2, the Commission filed settled administrative and cease and desist proceedings against Franklin Advisers, Inc. (Franklin), a registered investment adviser for many of the mutual funds in the Franklin Templeton Investments (FT) complex. The Commission's order finds that Franklin violated the federal securities laws by allowing improper market timing in FT funds. Under the settlement, Franklin will pay a civil penalty of $20 million, pay disgorgement of $30 million, and undertake compliance measures designed to protect against future violations. The penalty and disgorgement amounts will be distributed to shareholders of the FT funds affected by the market timing. The Commission's order finds that Franklin engaged in the following misconduct: ú During at least 1996-2001, Franklin followed an undisclosed practice under which it approved requests to conduct market timing in a manner that conflicted with certain guidelines in FT mutual fund prospectuses. ú During 1998-2000, Franklin allowed a representative of a broker-dealer to market time a fund that prohibited investments by market timers. ú Franklin failed to disclose that over 30 identified market timers were allowed to freely market time for several months in 2000, contrary to prospectus language that indicated market timing would be monitored and restricted. ú After other identified timers were told to stop their activities in September 2000, Franklin gave one favored timer permission to continue to time $75 million in assets with unlimited trades for several more months. ú Also after September 2000, Franklin gave a known market timer permission to time a mutual fund that prohibited investments by market timers simultaneously with the timer making a $10 million investment in a new hedge fund. The order finds that Franklin violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 and Section 34(b) of the Investment Company Act of 1940, and requires Franklin to cease and desist from violating these provisions. Franklin consented to entry of the order without admitting or denying the findings. (Rels. IA-2271; IC-26523; File No. 3-11572) RONALD HOFFMAN, CPA, REINSTATED TO APPEAR AND PRACTICE BEFORE THE COMMISSION AS AN ACCOUNTANT RESPONSIBLE FOR THE PREPARATION OR REVIEW OF FINANCIAL STATEMENTS REQUIRED TO BE FILED WITH THE COMMISSION Pursuant to Rule 102(e)(5)(i) of the Commission's Rules of Practice, Ronald H. Hoffman, CPA, has applied for and been granted reinstatement of his privilege to appear and practice before the Commission as an accountant responsible for the preparation or review of financial statements required to be filed with the Commission. Mr. Hoffman, who was denied the privilege of appearing or practicing before the Commission on April 30, 1997, pursuant to a settled proceeding, has represented that he has complied and will continue to comply with the terms of the order that denied him from appearing or practicing before the Commission as an accountant. Mr. Hoffman's reinstatement is effective immediately. (Rel. 34-50135; AAE Rel. 2071; File No. 3-9304) DIVISION OF ENFORCEMENT SEEKS PENNY STOCK BARS AGAINST HAROLD HARRIS AND RONALD CREWS On August 3, the Commission instituted administrative proceedings pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934, against Harold F. Harris (Harris) and Ronald E. Crews (Crews) (together Respondents), based on the final judgment and injunctions entered against them in Securities and Exchange Commission v. U.N. Dollars Corp., et al., 01-CV-9059 (S.D.N.Y.). The Commission's complaint in that case alleged that Harris and Crews, as officers and directors of U.N. Dollars Corp., violated the registration and antifraud provisions of the federal securities laws by participating in a scheme to manipulate the price and trading volume of U.N. Dollars Corp. common stock. According to the Commission's complaint, Harris and Crews improperly provided ten million shares of unrestricted stock to pay a manipulator to affect the price and trading of their company's shares, and drafted materially false and misleading press releases to deceive investors and create an artificial market for U.N. Dollars Corp. stock. On March 13, 2003, the Honorable Allen G. Schwartz, U.S. District Judge for the Southern District of New York, entered final judgment of default against Harris and Crews and permanently enjoined them from violating Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Court also ordered Harris and Crews to disgorge proceeds of the fraud and pay civil monetary penalties and barred Harris and Crews from acting as an officer or director of any public company. On May 13, 2004, the U.S. Court of Appeals for the Second Circuit affirmed the entry of judgment by Judge Schwartz. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, and in connection therewith, to afford Respondents an opportunity to establish defenses to such allegations, and to determine whether penny stock bars are appropriate and in the public interest. The Order requires the Administrative Law Judge to issue an initial decision no later than 210 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice. (Rel. 34-50136; File No. 3-11573) SEC ISSUES A CEASE-AND-DESIST ORDER AGAINST HALLIBURTON COMPANY AND ITS FORMER CONTROLLER AND FILES SUIT AGAINST HALLIBURTON'S FORMER CHIEF FINANCIAL OFFICER FOR FAILING TO DISCLOSE ACCOUNTING CHANGE THAT MATERIALLY INCREASED HALLIBURTON'S REPORTED INCOME On August 3, the Commission announced that it filed a civil action in federal district court, and issued a cease-and-desist order (Order) relating to Halliburton Company's (Halliburton) failure to disclose a change to its accounting that materially increased its reported income. Halliburton is a Texas-based provider of products and services to the petroleum and energy industries. Halliburton and its former controller, Robert C. Muchmore, Jr. consented to the cease-and-desist order without admitting or denying the findings in the Order. Halliburton and Muchmore also agreed to pay civil penalties of $7.5 million and $50,000, respectively. The Commission's Order noted that the penalty, in part, reflects the Commission's view that there were unacceptable lapses in the company's conduct during the course of the investigation, which had the effect of delaying the production of information and documentation necessary to the staff's expeditious completion of its investigation. The Commission finds in its Order that commencing in the second quarter of 1998, Halliburton altered its accounting practice on several large project contracts so that it could begin offsetting cost overruns with estimated recoveries on claims it had not yet resolved with customers. According to the Order, although permitted under Generally Accepted Accounting Principles in appropriate circumstances, this practice was a significant departure from Halliburton's longstanding public disclosure regarding its recognition of claims revenue. In the previous five consecutive years, dating back to 1993, Halliburton disclosed in its Forms 10-K that it recognized revenue from such claims only after the claim was resolved with the customer. Pursuant to that practice, until the claim was resolved the company recorded losses caused by cost overruns. The Commission finds in its Order that, as a result of Halliburton's undisclosed change in accounting practice, cost overruns and resulting losses on several contracts were reduced or eliminated, triggering material increases to Halliburton's income: in its 1998 Form 10-K, by 46.1%, and in its Forms 10-Q for the second and third quarters of 1998, by 24.8% and 5.7%, respectively, and in its Forms 10-Q for the first, second and third quarters of 1999, by 14.8%, 7.5% and 11.6%, respectively. Additionally, the change in claims recognition policy materially enhanced Halliburton's publicly disclosed 1997-1998 quarter- to-quarter income comparisons. Despite the material impact of the accounting change on Halliburton's reported income, the company did not disclose the change until March 2000, in its 1999 Form 10-K - almost two years after the change went into effect. The settled Order requires that Halliburton and Muchmore cease and desist from committing or causing violations and future violations of Section 17(a)(2) of the Securities Act of 1933 (Securities Act) and that Halliburton cease and desist from committing or causing, and Muchmore cease and desist from causing, violations and future violations of Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 12b-20, 13a-1 and 13a-13 thereunder. In its civil suit, the Commission charges Gary V. Morris, Halliburton's former chief financial officer, with violating Sections 17(a)(2) and 17(a)(3) of the Securities Act and aiding and abetting Halliburton's violations of the reporting provisions of the Exchange Act: Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. Morris, Halliburton's highest-ranking financial officer, bore ultimate responsibility for ensuring that Halliburton disclosed its accounting change. The Commission alleges that Morris improperly caused the revenue related to this undisclosed accounting change to be reported in Halliburton's Commission filings, each of which he signed. Moreover, Morris participated in the preparation of earnings releases and in analyst teleconferences in which Halliburton's net income was touted - without disclosure of the change in accounting that had materially enhanced the net income figures. In its lawsuit, the Commission is seeking a permanent injunction and a civil money penalty against Morris. [SEC v. Gary V. Morris, Civ. Action No. H-04-3096, USDC, SDTX (Houston Division)]; [SEC v. Halliburton Company and Robert Charles Muchmore, Jr., Civ. Action No. H-04-3097, USDC SDTX (Houston Division)]; (LR- 18817); [In the Matter of Halliburton Company and Robert Charles Muchmore, Jr., Administrative Proceeding - Rels. 33-8452; 34-50137; AAE Rel. 2072; File No. 3-11574) IN THE MATTER OF FIDELITY BROKERAGE SERVICES, LLC On August 3, the Commission issued an Order Instituting Administrative And Cease-And-Desist Proceedings, Making Findings, And Imposing Remedial Sanctions Pursuant To Sections 15(b) And 21C Of The Securities Exchange Act Of 1934 (Order) against Fidelity Brokerage Services, LLC (Fidelity Brokerage). The Order finds that between January 2001 and July 2002, Fidelity Brokerage violated the broker-dealer record-keeping requirements of the federal securities laws because employees in at least 21 of its 88 branch offices altered or destroyed the firm's books and records. The violations related to Fidelity Brokerage's annual internal inspections, which were designed to determine whether branch offices were complying with the firm's policies and procedures, NYSE rules, and the federal securities laws. The firm's managers pressured branch office employees to obtain perfect inspections and gave advance notice of when the inspections would occur. Certain Fidelity employees took advantage of the advance notification and improperly prepared for the inspections. In preparing for these inspections, the employees discovered that some branch office records were incomplete or not completed in accordance with firm policies and procedures. The employees then altered or destroyed the records so that the inspectors would not discover the incomplete records. The records included new account applications, letters of authorization, and variable annuity forms maintained at the branch offices. These actions were not discrete or isolated. At least 62 employees engaged in some form of this conduct in at least 21 branch offices, primarily in the firm's Western region. The conduct caused Fidelity Brokerage to maintain inaccurate or incomplete books and records in violation of the federal securities laws. Based on the above, the Order censures Fidelity, orders Fidelity to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Exchange Act and Rule 17a-4 thereunder, and orders Fidelity to pay a civil money penalty in the amount of $1,000,000. Fidelity consented to the issuance of the Order without admitting or denying any of the findings in the administrative proceeding. In determining to accept Fidelity's settlement offer, the Commission considered remedial acts promptly undertaken and cooperation afforded the Commission staff. The Commission also acknowledged that pursuant to Fidelity's agreement with the NYSE in related proceedings, Fidelity will pay a fine in the amount of $1,000,000 to the NYSE. The Commission acknowledges the assistance of the NYSE in its investigation. (Rels. 33-8453; 34-50138; File No. 3-11575) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change submitted by the American Stock Exchange (SR-AMEX-2004-32) to Amend Article II, Section 3 of the Exchange Constitution. Publication of the order in the Federal Register is expected during the week of August 2. (Rel. 34-50122) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the New York Stock Exchange relating to it's original financial listing standards pilot program (SR-NYSE-2004- 40) has become 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 August 2. (Rel. 34-50123) ACCELERATED APPROVAL OF PROPOSED RULE CHANGES The Commission granted accelerated approval to a proposed rule change submitted by the Boston Stock Exchange (SR-BSE-2004-32) relating to the Linkage fee pilot program. (Rel. 34-50124) The Commission granted accelerated approval to a proposed rule change submitted by the Philadelphia Stock Exchange (SR-Phlx-2004-44) relating to the Linkage fee pilot program. (Rel. 34-50125) The Commission granted accelerated approval to a proposed rule change (SR-CBOE-2004-47) submitted by the Chicago Board Options Exchange relating to marketing fee voting procedures. Publication is expected in the Federal Register during the week of August 2. (Rel. 34-50130) The Commission granted accelerated approval to a proposed rule change and Amendment No. 1 thereto (SR-NYSE-2004-36) submitted by the New York Stock Exchange amending the NYSE Constitution to permit certain individuals to serve on the Regulation, Enforcement & Listing Standards Committee. Publication of the notice is expected in the Federal Register during the week of August 2. (Rel. 34-50133) PROPOSED RULE CHANGES The Pacific Exchange filed a proposed rule change (SR-PCX-2004-45) to amend the PCX sanctioning guidelines to enforce compliance with the Exchange's FOCUS Reports filing requirements. Publication of the notice in the Federal Register is expected during the week of August 2. (Rel. 34-50126) The Philadelphia Stock Exchange filed a proposed rule change (SR-Phlx- 2004-39) and Amendment No. 1 thereto related to retroactive application of permit holder fees. Publication of the proposal is expected in the Federal Register during the week of August 2. (Rel. 34-50129) 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 WILLOWTREE ADVISOR, INC., 1411 HEDGELAWN WAY, RALEIGH, NC, 27615, (919) 872-0401 - 2,000,000 ($100,000.00) Equity, (File 333-117840 - Aug. 2) (BR. 09) S-4 FIRST INDUSTRIAL LP, 311 S WACKER DR, STE 4000, CHICAGO, IL, 60606, 3123444300 - 0 ($125,000,000.00) Other, (File 333-117841 - Aug. 2) (BR. 08) S-3 FIRST INDUSTRIAL REALTY TRUST INC, 311 S WACKER DRIVE, SUITE 4000, CHICAGO, IL, 60606, 3123444300 - 375,000,000 ($375,000,000.00) Non-Convertible Debt, (File 333-117842 - Aug. 2) (BR. 08) S-8 AMERICAN SCIENCE & ENGINEERING INC, C/O AS&E, 829 MIDDLESEX TURNPIKE, BILLERICA, MA, 01821, 9782628700 - 0 ($3,045,000.00) Equity, (File 333-117843 - Aug. 2) (BR. 36) S-8 AMERICAN SCIENCE & ENGINEERING INC, C/O AS&E, 829 MIDDLESEX TURNPIKE, BILLERICA, MA, 01821, 9782628700 - 0 ($8,120,000.00) Equity, (File 333-117844 - Aug. 2) (BR. 36) S-8 VENTURE FINANCIAL GROUP INC, 721 COLLEGE STREET, P O BOX 3800, LACEY, WA, 98509, 3604591100 - 200,000 ($1,556,000.00) Equity, (File 333-117846 - Aug. 2) (BR. 07) S-1 Calamos Asset Management, Inc. /DE/, 1111 E. WARRENVILLE ROAD, NAPERVILLE, IL, 60563-1463, (630) 245-7200 - 0 ($100,000,000.00) Equity, (File 333-117847 - Aug. 2) (BR. 07) S-11 U-Store-It Trust, 6745 ENGLE ROAD, SUITE 300, CLEVELAND, OH, 44130, (440) 234-0700 - 0 ($300,000,000.00) Equity, (File 333-117848 - Aug. 2) (BR. 05) S-8 CERAGON NETWORKS LTD, 24 RAOUL WALLENBERG ST, 972-3-645-5733, TEL AVIV ISRAEL, L3, 69719, 0119723645 - 3,416,682 ($11,748,882.00) Other, (File 333-117849 - Aug. 2) (BR. 37) S-8 MCCLATCHY CO, LEGAL DEPARTMENT, 2100 Q STREET, SACRAMENTO, CA, 95852, 9163211846 - 0 ($209,400,000.00) Equity, (File 333-117850 - Aug. 2) (BR. 05) S-4 VALMONT INDUSTRIES INC, PO BOX 358, HWY 275, VALLEY, NE, 68064, 4023592201 - 0 ($150,000,000.00) Other, (File 333-117851 - Aug. 2) (BR. 06) S-8 LIVESTAR ENTERTAINMENT GROUP INC, 4TH FLOOR 62 W 8TH AVENU, VANCOUVER, BRITISH COLUMBIA CN, A1, 6046826541 - 6,000,000,000 ($1,200,000.00) Equity, (File 333-117853 - Aug. 2) (BR. 09) SB-2 Zeno Inc., PO BOX 40, GARBIOLA ISLAND, A1, V0R 1X0, 6048372739 - 1,971,000 ($197,100.00) Equity, (File 333-117854 - Aug. 2) (BR. 09) S-8 GENERAL ELECTRIC CO, 3135 EASTON TURNPIKE, W3M, FAIRFIELD, CT, 06828, 203-373-2211 - 100,000,000 ($3,238,500,000.00) Equity, (File 333-117855 - Aug. 2) (BR. 36) S-8 USA TRUCK INC, 3200 INDUSTRIAL PARK ROAD, VAN BUREN, AR, 72956, 479-471-2500 - 0 ($13,510,870.00) Equity, (File 333-117856 - Aug. 2) (BR. 05) S-8 PACIFIC PREMIER BANCORP INC, 1600 SUNFLOWER AVE 2ND FLOOR, COSTA MESA, CA, 92626, 714-431-4000 - 0 ($5,701,675.00) Equity, (File 333-117857 - Aug. 2) (BR. 07) SB-2 CHEMOKINE THERAPEUTICS CORP, 4400 MACARTHUR BLVD, SUITE 500, NEWPORT BEACH, CA, 92660, 0 ($17,888,219.95) Equity, (File 333-117858 - Aug. 2) (BR. 09) SB-2 UNIVERSAL DETECTION TECHNOLOGY, 9300 WILSHIRE BOULEVARD, SUITE 308, BEVERLY HILLS, CA, 90212, 3102483655 - 15,600,000 ($12,168,000.00) Equity, (File 333-117859 - Aug. 2) (BR. 36) S-8 SALESFORCE COM INC, THE LANDMARK, ONE MARKET STREET STE.300, SAN FRANCISCO, CA, 94105, 0 ($141,371,265.30) Equity, (File 333-117860 - Aug. 2) (BR. 03) S-8 GEORGIAN BANCORPORATION, 7709431400 - 799,914 ($7,839,157.20) Equity, (File 333-117863 - Aug. 2) (BR. 07) S-8 SHANDA INTERACTIVE ENTERTAINMENT LTD, 0 ($38,324,610.00) Equity, (File 333-117864 - Aug. 2) (BR. 08) S-11 Digital Realty Trust, Inc., 2730 SAND HILL ROAD, SUITE 280, MENLO PARK, CA, 94025, (650) 233-3600 - 0 ($369,495,000.00) Equity, (File 333-117865 - Aug. 2) (BR. ) S-8 BROADCOM CORP, 16215 ALTON PARKWAY, IRVINE, CA, 92618, 9494508700 - 0 ($3,203,202.95) Equity, (File 333-117866 - Aug. 2) (BR. 36) S-8 USEC INC, 2 DEMOCRACY CENTER, 6903 ROCKLEDGE DRIVE, BETHESDA, MD, 20817, 3015643200 - 0 ($41,514,000.00) Equity, (File 333-117867 - Aug. 2) (BR. 04) SB-2 KIWA BIO-TECH PRODUCTS GROUP CORP, 17700 CASTLETON STREET, SUITE 589, CITY OF INDUSTRY, CA, 91748, (626) 964-3232 - 45,277,605 ($11,319,401.25) Equity, (File 333-117868 - Aug. 2) (BR. 09) S-4 SUPERIOR ESSEX COMMUNICATIONS LLC, 150 INTERSTATE NORTH PARKWAY, STE 300, ATLANTA, GA, 30339-2101, 7709538338 - 0 ($250,132,000.00) Non-Convertible Debt, (File 333-117874 - Aug. 2) (BR. 06) S-8 MATRIA HEALTHCARE INC, 1850 PARKWAY PL, 12TH FL, MARIETTA, GA, 30067, 7707674548 - 250,000 ($6,250,000.00) Equity, (File 333-117875 - Aug. 2) (BR. 01) S-3 THORNBURG MORTGAGE INC, 150 WASHINGTON AVE, SUITE 302, SANTA FE, NM, 87501, 5059891900 - 0 ($226,928,120.00) Equity, (File 333-117876 - Aug. 2) (BR. 08) SB-2 MARCO COMMUNITY BANCORP INC, CHAMBER OF COMMERCE PLAZA, 1122 NORTH COLLIER BLVD, MARCO ISLAND, FL, 34145, 2393895200 - 530,000 ($5,830,000.00) Equity, (File 333-117877 - Aug. 2) (BR. 07) S-8 CMGI INC, 425 MEDFORD STREET, CHARLESTOWN, MA, 02129, 617 886-4500 - 9,433,416 ($9,575,993.75) Equity, (File 333-117878 - Aug. 2) (BR. 37) S-8 KRONOS INC, 297 BILLERICA ROAD, CHELMSFORD, MA, 01824, 978-250-9800 - 2,450,000 ($82,859,000.00) Other, (File 333-117879 - Aug. 2) (BR. 03) S-8 TUESDAY MORNING CORP/DE, 2143873562 - 0 ($64,280,000.00) Equity, (File 333-117880 - Aug. 2) (BR. 02) S-3 SHUFFLE MASTER INC, 1106 PALMS AIRPORT DRIVE, LAS VEGAS, NV, 89119, 7028977150 - 0 ($150,000,000.00) Debt Convertible into Equity, (File 333-117881 - Aug. 2) (BR. 06) S-3 ALDILA INC, 13450 STOWE DRIVE, BURBANK, CA, 92064, 8585131801 - 0 ($539,500.00) Equity, (File 333-117883 - Aug. 2) (BR. 05) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ ABERDENE MINES LTD X X 07/30/04 ABGENIX INC DE X X 08/02/04 ABLEST INC DE X X X 08/02/04 ACADIA REALTY TRUST MD X X 07/29/04 ACCREDITED HOME LENDERS HOLDING CO DE X X 08/02/04 ADMINISTAFF INC \DE\ DE X X 08/02/04 ADVANCED DIGITAL INFORMATION CORP WA X X 08/02/04 AFFILIATED COMPUTER SERVICES INC DE X X X 07/21/04 AIRGAS INC DE X X 07/30/04 ALBANY INTERNATIONAL CORP /DE/ DE X 08/02/04 ALBEMARLE CORP VA X X 07/31/04 ALEXANDRIA REAL ESTATE EQUITIES INC MD X X 08/02/04 ALLSTATE LIFE GLOBAL FUNDING DE X X 07/22/04 ALPHA TECHNOLOGIES GROUP INC DE X 07/23/04 Alternative Loan Trust 2004-14T2 X 07/25/04 Alternative Loan Trust 2004-16CB X 07/25/04 AMERICAN BUSINESS FINANCIAL SERVICES DE X X 07/31/04 AMERICAN DENTAL PARTNERS INC DE X X 08/02/04 AMERICAN ELECTRIC POWER CO INC NY X X 07/30/04 AMERICAN ELECTRIC POWER CO INC NY X X 07/30/04 AMERICAN OIL & GAS INC NV X X 08/02/04 AMERICAN SAFETY INSURANCE HOLDINGS LT X 07/31/04 AMERICAN SCIENCE & ENGINEERING INC MA X X 08/02/04 AMERICAN STATES WATER CO CA X 07/27/04 AMERICAN STATES WATER CO CA X 07/28/04 AMERICAN TOWER CORP /MA/ DE X X 08/02/04 ANGIODYNAMICS INC DE X X 07/29/04 APOGENT TECHNOLOGIES INC WI X X 08/02/04 APROPOS TECHNOLOGY INC X X 08/02/04 ARCHSTONE SMITH OPERATING TRUST MD X X 07/28/04 ARIAD PHARMACEUTICALS INC DE X X X 08/02/04 ARISTOTLE CORP DE X X 06/30/04 ARRAY BIOPHARMA INC DE X 08/02/04 ASSET BACKED FUNDING CORP ABFC ASSET DE X X 07/26/04 ATA HOLDINGS CORP IN X X 08/02/04 ATLAS AMERICA INC DE X X 07/16/04 ATLAS PIPELINE PARTNERS LP DE X X 07/16/04 AUTOBYTEL INC DE X X 07/30/04 AVANEX CORP DE X 08/02/04 AXESSTEL INC NV X X 07/28/04 AXSYS TECHNOLOGIES INC DE X 08/02/04 BADGER PAPER MILLS INC WI X X 07/30/04 BAKER MICHAEL CORP PA X X 08/02/04 BANC OF AMERICA MORT SEC INC MORT PS DE X X 07/25/04 BANC OF AMERICA MORT SEC INC MORT PAS DE X X 07/26/04 BANC OF 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