SEC NEWS DIGEST Issue 2002-84 May 1, 2002 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS Following is a schedule of Commission meetings which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration. Open meetings will be held in the Commission Meeting Room, Room 1C30, at the Commission's headquarters building, 450 Fifth Street, N.W., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting. Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact Rochelle Franks, Office of Administrative and Personnel Management, to make arrangements. Ms. Franks can be reached at TTY number (202) 942-9558. If you are calling from a non-TTY number, please call the Relay Service at 1-800-877-8339. Closed meetings will be held on Tuesday, May 7, 2002, at 1:00 p.m., and Wednesday, May 8, 2002, at 1:00 p.m., and an open meeting will be held on Wednesday, May 8, 2002, at 9:30 a.m. CLOSED MEETING - TUESDAY, MAY 7, 2002 - 1:00 P.M. The subject matter of the closed meeting scheduled for Tuesday, May 7, 2002, will be: Formal orders of investigation; Institution and settlement of injunctive actions; and Institution and settlement of administrative proceedings of an enforcement nature. OPEN MEETING - WEDNESDAY, MAY 8, 2002 - 9:30 A.M. The subject matter of the open meeting scheduled for Wednesday, May 8, 2002, will be: 1. The Commission will consider whether to approve proposed rule changes submitted by the New York Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. relating to research analyst conflicts of interest. 2. The Commission will consider whether to adopt rules to require foreign issuers to file electronically through the Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) their securities documents, including Securities Act registration statements and Exchange Act registration statements and reports. The rules would apply to both foreign private issuers and foreign governments. 3. The Commission will hear oral argument on an appeal by Daniel R. Lehl, et al., from the decision of an administrative law judge. CLOSED MEETING - WEDNESDAY, MAY 8, 2002 - 1:00 P.M. The subject matter of the closed meeting scheduled for Wednesday, May 8, 2002, will be: Post argument discussion. 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. COMMISSION PROPOSES DISCLOSURE REQUIREMENT AND TAKES OTHER ACTIONS AT APRIL 30, 2002 OPEN MEETING On April 30, Commission voted 3-0 to approve the following matters. An audio webcast of the proceedings is available on the SEC Web site. Proposed Disclosure Requirement in Management's Discussion and Analysis About the Application of Critical Accounting Policies The Commission proposed a disclosure requirement for companies to include a separately-captioned section regarding the application of critical accounting policies in the "Management's Discussion and Analysis" (MD&A) section of annual reports, registration statements and proxy and information statements. The Application of Critical Accounting Policies section would encompass both disclosure about the critical accounting estimates that are made by the company in applying its accounting policies and disclosure concerning the initial adoption of an accounting policy by a company. Critical Accounting Estimates The proposals define an accounting estimate recognized in the financial statements as a "critical accounting estimate" if: * the accounting estimate requires the company to make assumptions about matters that are highly uncertain at the time the accounting estimate is made; and * different estimates that the company reasonably could have used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on the presentation of the company's financial condition, changes in financial condition or results of operations. To inform investors of each critical accounting estimate, and to place it the context of the company's financial condition, changes in financial condition and results of operations, the proposals would require the following information in the MD&A section: * A discussion that identifies and describes the estimate, the methodology used, certain assumptions and reasonably likely changes; * An explanation of the significance of the accounting estimate to the company's financial condition, changes in financial condition and results of operations and, where material, an identification of the line items in the company's financial statements affected by the accounting estimate; * A quantitative discussion of changes in line items in the financial statements and overall financial performance if the company were to assume that the accounting estimate were changed, either by using reasonably possible near-term changes in certain assumption(s) underlying the accounting estimate or by using the reasonably possible range of the accounting estimate; * A quantitative and qualitative discussion of any material changes made to the accounting estimate in the past three years, the reasons for the changes, and the effect on line items in the financial statements and overall financial performance; * A statement of whether or not the company's senior management has discussed the development and selection of the accounting estimate, and the MD&A disclosure regarding it, with the audit committee of the company's board of directors; * If the company operates in more than one segment, an identification of the segments of the company's business the accounting estimate affects; and * A discussion of the estimate on a segment basis, mirroring the one required on a company-wide basis, to the extent that a failure to present that information would result in an omission that renders the disclosure materially misleading. The proposals also would include a requirement that companies update this part of the required disclosure to show material changes in their quarterly reports. Initial Adoption of Accounting Policies The proposals envision the addition of disclosure in annual reports, registration statements and proxy information statements regarding a company's initial adoption of an accounting policy if the accounting policy was adopted in the past year and had a material impact on the company's financial condition, changes in financial condition or results of operations. Companies would be required to disclose: * The events or transactions that gave rise to the initial adoption; * The accounting principle that has been adopted and the method of applying that principle; * The impact on the company's financial condition, changes in financial condition and results of operations (discussed on a qualitative basis); * If the company is permitted a choice between acceptable principles, an explanation that it had made such a choice, what the alternatives were, and why it made the choice it did (including, where material, qualitative disclosure of the impact on the company's financial presentation that the alternatives would have had; and * If no accounting literature exists that governs the accounting for the events or transactions giving rise to the initial adoption, an explanation of its decision regarding which accounting principle to use and which method of applying that principle to use. Comments on the proposed disclosure requirements are due within 60 days following publication in the Federal Register. Proposed Amendments for Section 31 Fees for Security Futures The Commission proposed amendments to Rule 31-1 to clarify how assessments and fees are to be calculated by exchanges and associations under Section 31 of the Securities Exchange Act of 1934 (Exchange Act) with respect to security futures. The proposal would amend the preamble to Rule 31-1 to clarify: (1) that a "round turn" transaction on a security future is a completed trade involving the simultaneous purchase and sale of a contract of sale for future delivery by the two parties to the trade and, (2) that the assessment is applied on each purchase and sale of each contract for future delivery. In addition, the proposed amendments would clarify the application of paragraphs (b) and (c) of Section 31 of the Exchange Act, which require exchanges and associations to pay a fee based on the aggregate dollar amount of sales of securities. At physical settlement of a security future a sale of the underlying security occurs. The proposed amendment to Rule 31-1 would clarify how, and under what circumstances, fees based on the dollar amount of such sale of securities resulting from physical settlement of a security future, should be calculated and paid. Finally, the proposed amendments would permit The Options Clearing Corporation to pay Section 31 assessments and fees on behalf of exchanges and associations in the same manner in which it currently does for options transactions. Comments on the proposed amendments are due within 30 days following publication in the Federal Register. Proposed Rule and Amendments for Transactions of Investment Companies With Portfolio and Subadviser Affiliates The Commission proposed a new rule and several rule amendments governing exemptions for transactions between investment companies and their affiliated persons. The Investment Company Act of 1940 (1940 Act) contains a number of provisions that prevent persons who may be in a position to take advantage of an investment company (fund), from entering into transactions or arrangements with the fund. These include prohibitions on "affiliated transactions" and "joint transactions" with affiliated persons. The 1940 Act, however, gives the SEC authority to issue orders and adopt rules permitting these transactions when the SEC determines that an exemption is "necessary or appropriate in the public interest and consistent with the protection of investors." The Commission proposed to codify in a new rule and amendments to several current rules a number of orders that have been issued to funds permitting affiliated and joint transactions with two types of affiliates. The rule and rule amendments would eliminate the need for funds to obtain individual exemptive orders, in the following circumstances that are not likely to raise the concerns that the Act was intended to address. 1. Transactions with Portfolio Affiliates. Currently, SEC rules permit a fund to enter into transactions with a company that is affiliated with the fund as a result of the fund's ownership interest in the company. This type of affiliated person is unlikely to be in a position to take advantage of the fund. The Commission is proposing that the rules be expanded to permit funds to enter into transactions and arrangements with companies that are similarly affiliated with other funds in the fund complex. This is largely a technical change necessitated because the current exemptive rule pre-dated the widespread organization of mutual funds into fund complexes. 2. Transactions with Subadviser Affiliates. Fund advisers are also "affiliated persons" of a fund. As a result, an adviser to a fund cannot engage in transactions with the fund (or any other fund in the fund complex) such as selling securities to the fund, which would be a form of self- dealing. The SEC has, however, issued a number of orders permitting subadvisers to enter into transactions and arrangements with other funds in the complex that other subadvisers advise. These transactions do not involve self-dealing because the subadviser participating in the transaction is not the subadviser making the decision on behalf of the fund to enter into the transaction. The SEC orders and the recommended rules prohibit the subadvisers from discussing securities transactions with each other to prevent reciprocal arrangements. The Commission proposed these changes because many advisers today are-or are affiliated with-broker-dealers and underwriters. Currently, once such an adviser becomes a subadviser of a fund, all of the other funds in the fund complex-even if they are advised by a different subadviser-are precluded from entering into a range of transactions with the adviser/broker-dealer unless they obtain an exemptive order from the SEC, or can rely on the SEC's exemptive rules. Comments on the proposed rule and amendments are due within 60 days following publication in the Federal Register. Amendments of Rule for Acquisition of Securities During the Existence of an Underwriting or Selling Syndicate The Commission also adopted amendments to rule 10f-3 of the Investment Company Act of 1940, which allows a fund that has certain affiliations with an underwriting participant to purchase securities during an offering. The amendments expand the exemption provided by the rule to permit a fund to purchase U.S. government securities (including securities issued by government-sponsored entities (i.e., GSEs)) in a syndicated offering. These amendments will become effective on May 10, 2002. Amendment of Rule for Delegation of Authority to the Secretary The Commission amended its delegation rules to streamline the process for administrative proceedings against securities professionals. The federal securities laws permit the Commission to start administrative proceedings against securities professionals, such as registered representatives of broker-dealers who have been enjoined by courts from violating specified laws or have been convicted of specified crimes. In many cases, when the Division of Enforcement first seeks Commission authorization to begin an injunctive action in district court, it also seeks authority to bring a follow on administrative proceeding based on the anticipated injunction or a conviction. This follow on administrative action must, of course, be delayed until the successful completion of the district court litigation. The amended delegation rule will streamline the process for beginning the administrative proceedings after the entry of the court injunction or criminal conviction. It will permit the Commission's Secretary to issue an order instituting the proceedings as soon as the injunction or conviction has been entered. Further, in cases where a respondent consents to the maximum relief available-a bar from association-the amended rule authorizes the Secretary to issue a settled order making findings and imposing sanctions. This will expedite consideration of these routine matters. (Press Rel. 2002-58) SEC SETS INVESTOR SUMMIT, INVITES PUBLIC PARTICIPATION Chairman Harvey L. Pitt today announced the date and format for the SEC's first-ever Investor Summit. The summit will be held in-and webcast from-Washington, D.C. on Friday, May 10, offering individual investors nationwide an opportunity to ask questions and offer comments about the SEC's regulatory agenda in the wake of recent events. "The challenges that confront individual investors and our capital markets did not arise overnight, but neither can they be tolerated any longer," Pitt said. "We are moving aggressively to restore investor confidence on every front, including corporate disclosure, auditor oversight, and analyst recommendations. As we work with lawmakers, regulators, consumer organizations and industry groups, there is no more important voice for us to hear than that of the investing public." The summit will begin with a panel discussion from 9:30 a.m. to 11:30 a.m. moderated by Chairman Pitt. Panelists will include: * Joseph P. Borg, Director, Alabama Securities Commission and NASAA President * Patricia P. Houlihan, CFP, President and CEO, Houlihan Financial Resource Group * Bill Mann, Senior Investment Writer, Motley Fool * James G. Parkel, President-elect, AARP * Damon Silvers, Associate General Counsel, AFL/CIO * Michelle Singletary, Personal Finance Columnist, The Washington Post During a second session from 11:45 a.m. to 1:00 p.m., Chairman Pitt, SEC Commissioners Isaac C. Hunt and Cynthia A. Glassman, and SEC division directors will respond to questions and comments from the public. Investors who would like to ask questions or offer comments prior to the summit may send an e-mail to summit@sec.gov or call 1-877-404-3222. Questions and comments can also be submitted during the event by e-mail or phone. The summit will take place in the William O. Douglas Room at SEC Headquarters, 450 Fifth Street, N.W., Washington D.C. The public is invited to attend on a first-come, first-served basis, but seating is limited. The SEC will also offer a live audio webcast of the event on the SEC Web site free of charge. (Press Rel. 2002-59) PUBLIC APPEARANCES OF SENIOR COMMISSION OFFICIALS - MAY 2002 The following is a schedule for May 2002 of the public appearances of SEC officials, including the Chairman, Commissioners, and senior staff members. For additional information on events hosted by groups other than the Commission, please call the contact numbers listed. As events are subject to change, please confirm them with the SEC's Office of Public Affairs or the sponsoring organizations. When: Thursday, May 2 Who: Lori Richards, Director, Office of Compliance Inspections and Examinations What: SIA - Anti Money Laundering Conference Where: New York, NY Contact: Stephanie Lawson, (202) 326-5322 When: Friday, May 3 Who: Annette Nazareth, Director, Division of Market Regulation What: Options Industry Conference Where: La Quinta, CA Contact: Tianna Rousseau, (415) 393-4281 When: Monday, May 6 Who: Alan Beller, Director, Division of Corporation Finance What: National Investor Relations Institute Where: Washington, DC Contact: Susan McGuire, (703) 506-3589 When: Thursday, May 9 Who: Paul Roye, Director, Division of Investment Management What: CFP Board of Governors Meeting Where: Washington, DC Contact: Louis Garday, (303) 839-0616 When: Thursday, May 9 Who: Alan Beller, Director, Division of Corporation Finance What: Practising Law Institute Where: New York, NY Contact: Loula Barkas, (212) 824-5809 When: Thursday, May 9 Who: Annette Nazareth, Director, Division of Market Regulation What: Security Traders Association Washington Conference Where: Washington, DC Contact: John Giesea, (212) 867-7002 When: Friday, May 10 Who: Annette Nazareth, Director, Division of Market Regulation What: PLI/International Securities Markets: Addressing Cross-Border Legal & Business Challenges Where: New York, NY Contact: Heidi Tyler-Addison, (203) 431-8950 When: Friday, May 10 Who: Chairman Harvey L. Pitt; Commissioner Isaac Hunt What: SEC Investor Summit Where: SEC Headquarters, Room 1C30 Contact: John Nester, (202) 942-0032 When: Monday, May 13 - Tuesday, May 14 Who: Paul Roye, Director, Division of Investment Management What: PLI's Investment Management Institute: A Seminar for '40 Act Lawyers Where: New York, NY Contact: Loula Barkas, (212) 824-5809 When: Friday, May 17 Who: Alan Beller, Director, Division of Corporation Finance; Paul Roye, Director, Division of Investment Management What: 34th Rocky Mountain Securities Conference Colorado Bar Association CLE Julie Revers, (303) 824-5334 Where: Denver, CO Contact: Pat Drew, (303) 844-1041 When: Friday, May 17- Saturday, May 18 Who: Robert Herdman, Chief Accountant, Office of the Chief Accountant What: 34th Rocky Mountain Securities Conference Colorado Bar Association CLE Julie Revers, (303) 824-5334 Where: Denver, CO Contact: Pat Drew, (303) 844-1041 When: Tuesday, May 21 (4:30 PM - 6:00 PM) Who: Commissioner Cynthia A. Glassman What: The World Economic Forum Where: Washington, DC Contact: Marilyn Weimer, (202) 942-0600 When: Friday, May 24 Who: Chairman Harvey L. Pitt What: Investment Company Institute General Membership Meeting Where: Washington Hilton, Washington, DC Contact: John Collins (202-326-5864 or collins@ici.org) or Chris Wolszczyna (202-326-5889 or chris@ici.org) RULES AND RELATED MATTERS DELEGATION OF AUTHORITY TO THE SECRETARY OF THE COMMISSION The Commission amended its rules to delegate authority to the Secretary of the Commission to enter orders instituting previously authorized administrative proceedings based on the entry of an injunction or a criminal conviction, and to issue findings and orders in such cases where a respondent consents to a bar from association. (Rel. 34-45848) ENFORCEMENT PROCEEDINGS ORDER PERMITTING ASSOCIATION OF FREDERICK JOSEPH On April 30, the Commission issued an Order approving the application of the NASD Regulation, Inc. for relief from a statutory disqualification to permit the association of Frederick H. Joseph ("Joseph") as a General Securities Principal with Morgan, Lewis, Githens & Ahn, Inc., a member of the NASD. The Order states that, based on the representations with respect to the supervision of Joseph and the conditions placed on his partial ownership of the firm, the Commission will not institute proceedings pursuant to Sections 15(b) or 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") and will not direct the NASD to bar the proposed association pursuant to Section 15A(g)(2). The Order is necessary because Joseph is barred from association in a supervisory capacity with any broker, dealer, municipal securities dealer, investment adviser or investment company, with a right to become associated with any such entity in a supervisory capacity other than that of chairperson, chief executive officer, or president after three years. For further information, please contact Joseph Corcoran at (202) 942-0756. (Rel. 34-45850) FEDERAL COURT JUDGE HOLDS RELIEF DEFENDANT RAINBOW BRIDGE INVESTMENTS, LLC IN CIVIL CONTEMPT AND DEFAULT ENTERED AGAINST ALL DEFENDANTS AND RELIEF DEFENDANTS The Commission announced that on January 22, 2002, the Honorable Patricia A. Seitz, United States District Judge for the Southern District of Florida, entered an Order holding Relief Defendant Rainbow Bridge Investments, LLC (Rainbow) in civil contempt for failing to comply with a previous Court Order requiring a sworn accounting of all monies received, repatriation of offshore monies and a written description of any repatriated funds within five (5) days of October 25, 2001. Judge Seitz imposed a daily monetary sanction of $25,000 per day to be paid into the Court registry. On March 27, 2002, Judge Seitz entered a Default Judgment against Defendants Vestron Financial Corp., Salman Shariff, Vestron Investment Club, Crescent Capital Partners LP, Crescent Capital Offshore Fund (collectively Defendants) and Relief Defendants North Coast Holdings, Ltd. (North Coast) and Rainbow for failure to plead or otherwise defend as required by law. In its complaint filed on October 16, 2001, and application to the Court for a temporary asset freeze order, which the Court granted, the SEC alleged that Defendants were violating the anti-fraud, registration, investment company and investment advisor provisions of the federal securities law. The SEC alleged that Defendants perpetrated a fraud, which duped hundreds of unsuspecting investors nationwide out of over $11 million. The SEC also alleged and named North Coast and Rainbow as Relief Defendants because they purportedly received proceeds from Defendants' fraudulent scheme. [SEC v. Rainbow Bridge Investments, LLC, Case No. 01-4269-CIV-SEITZ, USDC, SDFL] (LR-17496) ARRESTED AND CHARGED IN CONNECTION WITH FRAUDULENT STOCK OFFERING The Commission announced today that, on April 25, Brett R. Mallory, of Boston (Dorchester), Massachusetts was arrested and charged by the U.S. Attorney for the District of Massachusetts in a criminal complaint with securities and mail fraud in connection with a $131,500 fraudulent stock offering which he allegedly conducted between at least October 2001 and February 2002. Magistrate Judge Judith G. Dein of the United States District Court for the District of Massachusetts presided over the arraignment hearing and set the date for a probable cause hearing for May 15, 2002. Mallory was released on a $25,000 bond pending his appearance at the probable cause hearing. The criminal complaint alleges that, in order to raise the funds from the defrauded investors, Mallory falsely told them, among other things, that they could double their money since he had entered into a contract with Verizon Communications whereby Verizon had agreed to purchase 80% of Anamar, thereby providing the proceeds out of which the investors would obtain their investment returns. If convicted, Mallory faces up to five years' imprisonment, to be followed by three years of supervised release and a $250,000 fine. In an earlier, related proceeding, the Securities and Exchange Commission obtained an ex parte temporary restraining order and asset freeze against Mallory and Anamar on March 15, 2002 and a preliminary injunction on April 1, 2002 from the United States District Court for the District of Massachusetts based on the Commission's prima facie showing that Mallory and Anamar had violated the antifraud provisions of the federal securities laws by fraudulently offering and selling shares of Anamar stock via the Internet and other means in connection with the scheme described above. [U.S. v. Brett Mallory, Criminal No. 02M-CR- 1013-JGD, USDC., D.MA] (LR-17497) INVESTMENT COMPANY ACT RELEASES CONSECO VARIABLE INSURANCE COMPANY, ET AL. An order has been issued pursuant to Section 26(c) of the Investment Company Act to, Conseco Variable Insurance Company (Conseco Variable), Conseco Variable Annuity Account C, Conseco Variable Annuity Account E, Conseco Variable Annuity Account F, Conseco Variable Annuity Account G, Conseco Variable Annuity Account H, and Conseco Variable Annuity I (each an Account) approving the substitution of securities issued by Strong Opportunity Fund II: Investor Class for securities issued by the Berger IPT-New Generation Fund, and held by each Account that supports variable annuity contracts issued by Conseco Variable. (Rel. IC-25559 - April 30) MERRILL LYNCH LIFE INSURANCE COMPANY, ET AL. An order has been issued on an application filed by Merrill Lynch Life Insurance Company, ML Life Insurance Company of New York, and certain separate accounts, pursuant to Section 26(c) of the Investment Company Act, approving the substitution of shares of the Large Cap Core Focus Fund and Core Bond Focus Fund of the Merrill Lynch Variable Series Funds, Inc., and the Core Bond Strategy Portfolio of the Merrill Lynch Series Fund, Inc., for shares of the Natural Resources Focus Fund and Global Bond Focus Fund of the Merrill Lynch Variable Series Funds, Inc. (Rel. IC-25561 - April 30) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES The International Securities Exchange filed a proposed rule change (SR- ISE-2002-11) relating to a market maker inactivity fee. Publication of the proposal is expected in the Federal Register during the week of April 29. (Rel. 34-45816) The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE- 00-55) and Amendment Nos. 1, 2, and 3 thereto relating to the establishment of a screen-based trading system known as CBOEdirect. (Rel. 34-45829) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change (ISE-2002-08) and Amendment Nos. 1 and 2 thereto filed by the International Stock Exchange relating to fee changes 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 April 29. (Rel. 34-45840) A proposed rule change filed by the Philadelphia Stock Exchange amending the Exchange's Schedule of Dues, Fees, and Charges (SR-Phlx-2002-30) has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Under the proposed rule change, specialists and specialist units will be required to pay Phlx the cost of construction, if they request the construction of a kiosk. Publication of the proposal is expected in the Federal Register during the week of April 29. (Rel. 34-45847) 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 M C F T Y NATIONAL, 4894 LONE MOUNTAIN ROAD, LAS VEGAS, NV, 89130, 7026581847 - 13,127,129 ($525,085.16) Equity, (File 333-87200 - Apr. 30) (BR. ) S-4 CIRCUS & ELDORADO JOINT VENTURE, 407 N VIRGINIA ST, RENO, NV, 89501, 8006878733 - 0 ($160,000,000.00) Non-Convertible Debt, (File 333-87202 - Apr. 30) (BR. ) S-8 PREMCOR INC, 8182 MARYLAND AVENUE, SUITE 600, ST LOUIS, MO, 63105-3721, 3148549878 - 7,965,250 ($130,331,819.00) Equity, (File 333-87210 - Apr. 30) (BR. 04) S-1 CENTENE CORP, 7711 CARONDELET AVE, ST LOUIS, MO, 63105, 3147254477 - 0 ($157,435,000.00) Equity, (File 333-87212 - Apr. 30) (BR. 01) S-8 WILLOW GROVE BANCORP INC/NEW, WELSH & NORRISTWN ROADS, PENNSYLVANIA, PA, 19002, 2156465405 - 534,742 ($3,252,942.75) Equity, (File 333-87214 - Apr. 30) (BR. 09) S-3 KENTUCKY POWER CO, 1701 CENTRAL AVE, ASHLAND, KY, 41101, 6063271111 - 0 ($375,000,000.00) Non-Convertible Debt, (File 333-87216 - Apr. 30) (BR. 02) S-1 PHL VARIABLE INSURANCE CO /CT/, C/O PHOENIX HOME LIFE MUTUAL INSURANCE C, ONE AMERICAN ROW, HARTFORD, CT, 06116, 8604035788 - 0 ($500,000,000.00) Other, (File 333-87218 - Apr. 30) (BR. 20) S-8 PARTNERS TRUST FINANCIAL GROUP INC, 233 GENESEE STREET, UTICA, NY, 13501, 0 ($1.00) Other, (File 333-87220 - Apr. 30) (BR. 09) S-8 SUREWEST COMMUNICATIONS, 211 LINCOLN ST, ROSEVILLE, CA, 95678-0969, 9167861407 - 1,000,000 ($52,260,000.00) Other, (File 333-87222 - Apr. 30) (BR. 37) SB-2 BLUESTONE VENTURES INC, 200 675 W HASTINGS ST, VANCOUVER BC, V6B 1N2, A1, 00000, 1,741,000 ($435,250.00) Equity, (File 333-87224 - Apr. 30) (BR. ) S-3 USA NETWORKS INC, 152 WEST 57TH ST, NEW YORK, NY, 10019, 2123147300 - 0 ($49,648,500.00) Equity, (File 333-87226 - Apr. 30) (BR. 37) S-8 CASCADE NATURAL GAS CORP, 222 FAIRVIEW AVE N, SEATTLE, WA, 98109, 2066243900 - 0 ($6,330,000.00) Equity, (File 333-87228 - Apr. 30) (BR. 02) S-8 WSN GROUP INC, 1530 BROOKHOLLOW DR., SUITE C, SANTA ANA, CA, 92705, 7144270760 - 0 ($31,700.00) Equity, (File 333-87230 - Apr. 30) (BR. 02) S-8 PRAXIS PHARMACEUTICALS INC/CN, 856 HOMER STREET SUITE 100, VANCOUVER BC CANADA, A1, V6B 2W5, 6046465614 - 200,000 ($16,000.00) Equity, (File 333-87234 - Apr. 30) (BR. 01) S-8 EXPRESSJET HOLDINGS INC, 1600 SMITH STREET HQSCE, HOUSTON, TX, 77002, 7133242639 - 3,200,000 ($45,280,000.00) Equity, (File 333-87236 - Apr. 30) (BR. 05) S-3 ENTERTAINMENT PROPERTIES TRUST, ONE KANSAS CITY PLACE, 1200 MAIN STREET SUITE 3250, KANSAS CITY, MO, 64105, 8164721700 - 0 ($125,000,000.00) Unallocated (Universal) Shelf, (File 333-87242 - Apr. 30) (BR. 08) S-8 QWEST COMMUNICATIONS INTERNATIONAL INC, 1801 CALIFORNIA ST, DENVER, CO, 80202, 3039921400 - 2,745,962 ($17,848,753.00) Equity, (File 333-87246 - Apr. 30) (BR. 37) S-8 DAVE & BUSTERS INC, 2481 MANANA DRIVE, DALLAS, TX, 75220, 2143579588 - 0 ($10,420,000.00) Equity, (File 333-87248 - Apr. 30) (BR. 05) S-4 WCI COMMUNITIES INC, 24301 WALDEN CENTER DRIVE, SUITE 300, BONITA SPRINGS, FL, 34134, 9419472600 - 0 ($200,000,000.00) Non-Convertible Debt, (File 333-87250 - Apr. 30) (BR. 06) S-3 CENDANT MORTGAGE CAPITAL LLC, 3000 LEADENHALL ROAD, MT LAUREL, NJ, 08054, 0 ($1,000,000.00) Mortgage Backed Securities, (File 333-87252 - Apr. 30) (BR. 05) S-3 CASTLE A M & CO, 3400 N WOLF RD, FRANKLIN PARK, IL, 60131, 7084557111 - 685,190 ($7,694,684.00) Other, (File 333-87254 - Apr. 30) (BR. 04) S-2 GLOBAL WATER TECHNOLOGIES INC, 1767 DENVER WEST BOULEVARD, SUITE C-500, GOLDEN, CO, 80401, 3032151100 - 1,354,376 ($4,606,847.30) Equity, (File 333-87256 - Apr. 30) (BR. 06) S-1 USI HOLDINGS CORP, 50 CALIFORNIA ST, SAN FRANCISCO, CA, 94111, 0 ($115,000,000.00) Equity, (File 333-87258 - Apr. 30) (BR. ) S-8 FORTUNE BRANDS INC, 300 TOWER PARKWAY, LINCOLNSHIRE, IL, 60069, 2036985000 - 200,000 ($10,596,000.00) Equity, (File 333-87260 - Apr. 30) (BR. 06) S-8 ASM INTERNATIONAL N V, JAN VAN EYCKLAAN 10, 3723 BC BILTHOVEN, THE NETHERLANDS, P7, 6022434221 - 4,000,000 ($87,484,207.00) Equity, (File 333-87262 - Apr. 30) (BR. 36) S-3 U S ENERGY SYSTEMS INC, ONE NORTH LEXINGTON AVE, 4TH FLOOR, WHITE PLAINS, NY, 10601, 9149936443 - 167,976 ($587,916.00) Equity, (File 333-87264 - Apr. 30) (BR. 02) S-8 EPIMMUNE INC, 5820 NANCY RIDGE DRIVE, SAN DIEGO, CA, 92121, 858-860-2500 - 500,000 ($1,226,072.30) Equity, (File 333-87266 - Apr. 30) (BR. 01) S-8 CIB MARINE BANCSHARES INC, N27 W24025 PAUL COURT, PEWAUKEE, WI, 53072, 4146956010 - 59,352 ($1,154,479.43) Equity, (File 333-87268 - Apr. 30) (BR. 07) S-8 FOUNDERS FOOD & FIRKINS LTD /MN, 5831 CEDAR LAKE ROAD, ST LOUIS PARK, MN, 55416, 6125252070 - 0 ($199,100.00) Equity, (File 333-87270 - Apr. 30) (BR. 05) S-8 NSTAR/MA, 800 BOYLSTON ST, BOSTON, MA, 02199, 6174242000 - 3,000,000 ($134,760,000.00) Equity, (File 333-87272 - Apr. 30) (BR. 02) S-3 PROGRESS ENERGY INC, 410 S WILMINGTON ST, RALEIGH, NC, 27601, 9195466463 - 0 ($127,092,270.00) Equity, (File 333-87274 - Apr. 30) (BR. 02) S-3 RIGEL PHARMACEUTICALS INC, 240 E GRAND AVE, SOUTH SAN FRANCISCO, CA, 94080, 0 ($82,094,574.00) Equity, (File 333-87276 - Apr. 30) (BR. 01) SB-2 MIGRATEC INC, 11494 LUNA ROAD, SUITE 100, DALLAS, TX, 75234, 972-969-03 - 0 ($4,020,341.88) Equity, (File 333-87278 - Apr. 30) (BR. 03) S-8 CAPITAL ENVIRONMENTAL RESOURCE INC, 1005 SKYVIEW DR, BURLINGTON, ONTARIO CANADA, A6, L7P 5B1, 9053191237 - 6,653,302 ($35,994,364.00) Equity, (File 333-87280 - Apr. 30) (BR. 06) S-8 BANK OF BERMUDA LTD, 6 FRONT ST HAMILTON HM11, PO BOX HM 1020, HAMILTONBERMUDA, D0, 00000, 0 ($348,047,218.91) Equity, (File 333-87284 - Apr. 30) (BR. 07) S-4 PETROLEUM HELICOPTERS INC, 2001 SE EVANGELINE THRUWAY, -, LAFAYETTE, LA, 70508, - - 0 ($200,000,000.00) Non-Convertible Debt, (File 333-87288 - Apr. 30) (BR. 05) S-8 BEVERLY ENTERPRISES INC, ONE THOUSAND BEVERLY WAY, FORT SMITH, AR, 72919, 5014526712 - 0 ($2,000,000.00) Equity, (File 333-87290 - Apr. 30) (BR. 08) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ------------------------------------------------------------------------------------ AAMES CAPITAL CORP AAMES MORTGAGE TRU CA X X 03/28/02 AAMES FINANCIAL CORP/DE DE X 04/29/02 ADOLOR CORP X X 04/15/02 ADVENT SOFTWARE INC /DE/ DE X 02/14/02 AGCO CORP /DE DE X X 04/24/02 ALLIED WASTE INDUSTRIES INC DE X 04/30/02 ALLOS THERAPEUTICS DE X X 04/24/02 AMERICAN STATES WATER CO CA X 04/30/02 AMERICREDIT FINANCIAL SERVICES INC DE X X 04/10/02 ANTHEM INC IN X 04/29/02 APPLEBEES INTERNATIONAL INC DE X 04/30/02 ARCH WIRELESS COMMUNICATIONS INC DE X X 04/30/02 ARCH WIRELESS INC DE X X 04/30/02 ASIA GLOBAL CROSSING LTD X X 04/29/02 ASSET BACKED SECURITIES CORP DE X X 02/15/02 ATWOOD OCEANICS INC TX X 04/30/02 AZURIX CORP DE X X 04/01/02 AMEND BAKER HUGHES INC DE X 04/30/02 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 04/26/02 BANC OF AMERICA FUNDING CORP DE X X 04/30/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 03/31/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 03/31/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 03/31/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 03/31/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 03/31/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 03/31/02 BOMBARDIER CAPITAL MORTGAGE SECURITIZ DE X 03/31/02 BOMBARDIER CREDIT RECEIVABLES CORP SE DE X 03/31/02 BOMBARDIER CREDIT RECEIVABLES CORP SE DE X 03/31/02 BOUNDLESS CORP DE X 04/24/02 BRENEX OIL CORP UT X 10/23/01 AMEND C BASS MORTGAGE LOAN ASSET BACKED CER DE X X 04/25/02 CAPITAL ONE AUTO FINANCE TRUST 2002-A DE X X 04/30/02 CARBIDE GRAPHITE GROUP INC /DE/ DE X X 04/22/02 CARECENTRIC INC DE X X 04/30/02 CATALYST SEMICONDUCTOR INC DE X X 04/25/02 CELEXX CORP NV X 04/25/02 CENTRAL GARDEN & PET COMPANY DE X X 04/29/02 CENTRAL PARKING CORP TN X 04/29/02 CHALONE WINE GROUP LTD CA X 04/22/02 CHASE MANHATTAN BANK /NY/ NY X X 04/15/02 CHASE MANHATTAN BANK USA DE X X 04/15/02 CHASE MANHATTAN BANK USA DE X X 04/15/02 CHASE MANHATTAN BANK USA DE X X 04/15/02 CHASE MANHATTAN HOME EQUITY LOAN TRUS NY X X 04/15/02 CHASE MANHATTAN MARINE OWNER TRUST 19 NY X X 04/15/02 CHASE MANHATTAN RV OWNER TRUST 1997-A DE X X 04/15/02 CHESAPEAKE CORP /VA/ VA X 04/30/02 CHESAPEAKE ENERGY CORP OK X X 04/29/02 CINCINNATI GAS & ELECTRIC CO OH X 04/30/02 COMMSCOPE INC DE X X 04/29/02 CONSECO FINANCE SECURITIZATIONS CORP DE X X 04/25/02 CREDIT SUISSE FIRST BOSTON MORT ACCEP DE X X 04/25/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 04/29/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 04/29/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X 04/30/02 CSFB MORTGAGE BACKED PASS THRU CERTS DE X X 04/25/02 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 04/25/02 CSFB MORTGAGED BACKED PASS THRU CERTI DE X X 04/25/02 CTC COMMUNICATIONS GROUP INC DE X 04/30/02 CTS CORP IN X 06/30/02 CURIS INC DE X X 04/26/02 CWABS INC DE X X 04/30/02 CWABS INC DE X X 04/30/02 CWABS INC DE X X 04/30/02 CWMBS INC DE X 04/29/02 CWMBS INC DE X 04/29/02 CWMBS INC DE X X 04/29/02 CWMBS INC DE X X 04/29/02 DITECH COMMUNICATIONS CORP DE X X 04/16/02 DSP GROUP INC /DE/ DE X 04/30/02 ENTERBANK HOLDINGS INC DE X X 04/29/02 ENTERPRISES SOLUTIONS INC NV X 10/10/00 AMEND EQUITY ONE ABS INC MORTGAGE PASS THRU DE X 04/30/02 EQUITY ONE ABS INC MORTGAGE PASS THRU DE X X 04/30/02 EXCAL ENTERPRISES INC DE X 04/30/02 FARMER MAC MORTGAGE SECURITIES CORP DE X X 04/30/02 FEDERAL REALTY INVESTMENT TRUST MD X X 03/31/02 FIREARMS TRAINING SYSTEMS INC DE X X 04/12/02 AMEND FIRST FEDERAL FINANCIAL BANCORP INC DE X X 04/25/02 FIRST INDIANA CORP IN X X 04/30/02 FUNDTECH LTD X X 04/30/02 GOVERNMENT TRUST 1 C IL X 05/15/01 GOVERNMENT TRUST 2 E IL X 05/15/01 GOVERNMENT TRUST 3 C IL X 05/15/01 GREATER BAY BANCORP CA X X X 04/30/02 HADRON INC NY X X 04/29/02 HALF ROBERT INTERNATIONAL INC /DE/ DE X 04/24/02 HARBOR GLOBAL CO LTD X X 04/22/02 HASTINGS MANUFACTURING CO MI X X 04/30/02 HCA INC/TN DE X X 04/23/02 HNC SOFTWARE INC/DE DE X X 04/29/02 HOLLY CORP DE X 04/29/02 HORMEL FOODS CORP /DE/ DE X 04/24/02 IMMUNEX CORP /DE/ WA X X 04/29/02 IMPLANT SCIENCES CORP MA X X 11/09/01 INDUSTRIALEX MANUFACTURING CORP CO X X 04/16/02 AMEND INDY MAC ABS INC HOME EQUITY MOR LN A DE X X 04/01/02 INTERGRAPH CORP DE X 04/30/02 AMEND INTERMEDIA COMMUNICATIONS INC DE X X 04/29/02 IRT PROPERTY CO GA X X 04/29/02 ITRON INC /WA/ WA X 03/01/02 AMEND IWO HOLDINGS INC DE X X 04/23/02 JOHNSON & JOHNSON NJ X 04/30/02 AMEND KAISER ALUMINUM & CHEMICAL CORP DE X X 04/30/02 KAISER ALUMINUM CORP DE X X 04/30/02 KEYSTONE PROPERTY TRUST MD X X 04/30/02 KILROY REALTY CORP MD X 04/29/02 LEHMAN BROTHERS HOLDINGS INC DE X 04/30/02 LINCOLN NATIONAL CORP IN X 03/31/02 LOOKSMART LTD DE X 04/29/02 LYNX THERAPEUTICS INC DE X X 04/29/02 MACROVISION CORP DE X X 04/29/02 MAGNUM HUNTER RESOURCES INC NV X 04/30/02 MAPICS INC GA X 04/26/02 MAREX COM INC FL X X 04/30/02 MATRIA HEALTHCARE INC DE X 04/29/02 MATRIA HEALTHCARE INC DE X 04/30/02 MATRIA HEALTHCARE INC DE X 04/29/02 AMEND MAXCOR FINANCIAL GROUP INC DE X X 04/30/02 MBNA CORP MD X 04/30/02 MBT FINANCIAL CORP MI X X 04/18/02 AMEND MERRIMAC INDUSTRIES INC DE X X 04/26/02 MESABI TRUST NY X X 04/30/02 METROCALL INC DE X X 04/29/02 MID ATLANTIC REALTY TRUST MD X X 03/31/02 MONY GROUP INC DE X X 04/30/02 MTI TECHNOLOGY CORP DE X 04/30/02 MYRIAD GENETICS INC DE X X 04/03/02 NATIONAL FUEL GAS CO NJ X X 03/31/02 NCR CORP MD X 04/29/02 NCT FUNDING CO LLC DE X 03/26/02 NEOSE TECHNOLOGIES INC DE X X 04/29/02 NEOSE TECHNOLOGIES INC DE X X 03/29/02 AMEND NETWORK COMPUTING DEVICES INC CA X 03/26/02 AMEND OPTIMARK HOLDINGS INC DE X X 03/21/02 PAULA FINANCIAL DE X X 04/26/02 PENNSYLVANIA REAL ESTATE INVESTMENT T PA X 04/04/02 AMEND PHARMACIA CORP /DE/ DE X 04/16/02 PHILIPS INTERNATIONAL REALTY CORP MD X X 04/16/02 PLANETRX COM DE X X 04/30/02 PRECISION OPTICS CORPORATION INC MA X 04/30/02 PROCTER & GAMBLE CO OH X 03/31/02 PROLOGIS TRUST MD X 04/26/02 PROXYMED INC /FT LAUDERDALE/ FL X X 04/24/02 QUEPASA COM INC NV X X 04/26/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 04/30/02 RESIDENTIAL ASSET MORT PROD GMACM MOR X X 04/25/02 RJV NETWORK INC X 04/22/02 RMS TITANIC INC FL X 05/31/02 SALIX PHARMACEUTICALS LTD X X 04/30/02 SBS TECHNOLOGIES INC NM X X 04/28/02 SECURITISATION ADVISORY SERVICES PTY X X 04/16/02 SECURITY CAPITAL GROUP INC/ MD X X 04/29/02 SEMPRA ENERGY CA X 03/31/02 SEMPRA ENERGY CA X X 04/30/02 SENSAR CORP /NV/ NV X X X X X 04/23/02 SOUTHERN PERU COPPER CORP/ DE X X 04/25/02 SPORTING MAGIC INC DE X 04/26/02 ST MARY LAND & EXPLORATION CO DE X X 04/30/02 STATE STREET CORP MA X 04/29/02 STATEFED FINANCIAL CORP DE X X 03/31/02 STEELCASE INC MI X 04/29/02 STEPAN CO DE X X 04/29/02 STONERIDGE INC OH X 04/30/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 04/29/02 STRUCTURED ASSET SEC CORP MORT PAS TH DE X X 04/25/02 STRUCTURED ASSET SECURITIES CORP DE X 04/25/02 STRUCTURED ASSET SECURITIES CORP MORT DE X X 04/25/02 SYNBIOTICS CORP CA X X 04/24/02 TANGER FACTORY OUTLET CENTERS INC NC X 04/30/02 TOYOTA AUTO FINANCE RECEIVABLES LLC DE X X 04/15/02 TOYOTA AUTO FINANCE RECEIVABLES LLC DE X X 04/15/02 TOYOTA AUTO FINANCE RECEIVABLES LLC DE X X 04/15/02 TOYOTA MOTOR CREDIT CORP CA X X 03/31/02 TRANSOCEAN SEDCO FOREX INC E9 X 04/30/02 TRINITY INDUSTRIES INC DE X X 04/26/02 TWIN FACES EAST ENTERTAINMENT CORP NV X 04/16/02 UNITED ROAD SERVICES INC DE X 04/30/02 VARIAN MEDICAL SYSTEMS INC DE X 04/30/02 VERADO HOLDINGS INC DE X X 04/18/02 VERIZON COMMUNICATIONS INC DE X X 04/30/02 VIXEL CORP DE X X 04/15/02 WIRELESS SYNERGIES INC NV X X X 04/22/02 XICOR INC CA X X 04/16/02 ZONAGEN INC DE X X 04/29/02