SEC NEWS DIGEST Issue 2002-219 November 13, 2002 COMMISSION ANNOUNCEMENTS SEC ACCEPTS RESIGNATION OF JUDGE WEBSTER On Nov. 12, Chairman Harvey L. Pitt accepted on behalf of the Commission the resignation of William H. Webster as chairman of the Public Company Accounting Oversight Board. Chairman Pitt said, "I regret that Judge William Webster has chosen to resign as Chairman of the Public Company Accounting Oversight Board. Judge Webster's proven integrity and long record of accomplishment would have served the American people well, as it has time and time again. I am deeply grateful to Judge Webster for having agreed to step back into public service and lead the Public Company Accounting Oversight Board through the critical challenges it will face. I continue to believe that investors would have benefited from Judge Webster's dedication to the best interest of the American people." (Press Rel. 2002-159) COMMISSION SELECTS ACTING CHIEF ACCOUNTANT On Nov. 12, Chairman Harvey L. Pitt announced that the Commission unanimously selected Jackson M. Day as Acting Chief Accountant for the SEC. Day, 38, has served as the Commission's Deputy Chief Accountant since Sept. 15, 2000. Prior to joining the Commission's staff, Day was a partner in Ernst & Young's National Office of Professional Practice in New York. Day graduated in 1986 from Kansas State University with a B.S. in Business Administration. (Press Rel. 2002-160) REPORT TO THE SEC REGARDING ARBITRATOR CONFLICT DISCLOSURE REQUIREMENTS IN NASD AND NYSE SECURITIES ARBITRATIONS The Commission released a report prepared at the Commission's request by Professor Michael Perino, an associate professor of St. John's University School of Law and currently a visiting professor at Columbia Law School. The Commission had asked Perino to assess whether the current disclosure requirements in NASD and NYSE arbitration procedures should be modified to reflect any of the disclosure concepts in California's recently adopted arbitration rules. SEC Chairman Harvey L. Pitt said, "Professor Perino's report makes a significant contribution to our understanding of disclosure requirements in arbitration procedures and to the interests of investors. I commend and thank him for his substantial service to the public in this matter." Perino's report concludes that there is little if any indication that undisclosed conflicts represent a significant problem in NASD or NYSE (collectively, SROs) arbitrations. As a result, his report concludes that having the SROs adopt the California arbitration rules would likely yield very few benefits for investors. At the same time, his report concludes that adopting the California arbitration rules may impose significant costs and may have significant unintended consequences that may reduce investors' perceptions of the fairness of SRO arbitrations. Perino's report also finds that while the current SRO conflict disclosure requirements generally appear adequate, some minor enhancements to disclosure and other related rules may provide additional assurance to investors that arbitrators are in fact neutral and impartial. For this reason, his report recommends that the SROs: (1) amend their arbitration rules to emphasize that all conflict disclosures are mandatory; (2) re-examine the current definitions of public and non-public arbitrators; (3) provide greater transparency with respect to challenges for cause by including the cause standard in their rules; and (4) sponsor independent research to evaluate the fairness of SRO arbitrations. The SROs have represented to Perino that they would follow these recommendations. A copy of the report can be found on the Market Regulation Web page of the Commission's Web site (www.sec.gov). (Press Rel. 2002-161) ORDER OF SUSPENSION OF TRADING The Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the Exchange Act), of trading of the securities of 800AMERICA.COM, INC. (800America) (stock symbol ACCO), of New York, New York at 11:00 a.m. EST on Wednesday, Nov. 13, 2002 and terminating at 11:59 p.m. EST on Tuesday, November 26, 2002. The Commission temporarily suspended trading in the securities of 800America because of questions that have been raised about: the accuracy and adequacy of publicly disseminated information concerning, among other things, the earnings, revenues, expenses, and assets reported by 800America in its public filings since at least Jan.1, 2000; unregistered offerings being conducted by, among others, 800America's Chief Executive Officer; the criminal history of 800America's Chief Executive Officer; the identity of persons in control of the operations and management of 800America; and the criminal history of a person in control of the operations and management of 800America. The Commission cautions broker-dealers, shareholders, and prospective purchasers that they should carefully consider the foregoing information along with all other currently available information and any information subsequently issued by the company. Further, brokers and dealers should be alert to the fact that, pursuant to Rule 15c2-11 under the Exchange Act, at the termination of the trading suspension, no quotation may be entered unless and until they have strictly complied with all of the provisions of the rule. If any broker or dealer has any questions as to whether or not he has complied with the rule, he should not enter any quotation but immediately contact the staff of the Securities and Exchange Commission in Washington, D.C. If any broker or dealer is uncertain as to what is required by Rule 15c2- 11, he should refrain from entering quotations relating to 800America's securities until such time as he has familiarized himself with the rule and is certain that all of its provisions have been met. If any broker or dealer enters any quotation which is in violation of the rule, the Commission will consider the need for prompt enforcement action. If any broker-dealer or other person has any information that may relate to this matter, they should immediately communicate it to Barry Rashkover of the Northeast Regional Office of the Securities and Exchange Commission at (646) 428-1856. (Rel. 34-46820) ENFORCEMENT PROCEEDINGS SEC SUSPENDS FORMER REGIONAL CONTROLLER OF EA ENGINEERING, SCIENCE, AND TECHNOLOGY, INC. FROM PRACTICING BEFORE THE COMMISSION AS AN ACCOUNTANT The Commission today announced that on Nov. 12 the Commission issued an Order in a settled administrative proceeding against Stephen R. Becker (Becker), a former Regional Controller of EA Engineering, Science, and Technology, Inc. (EA Engineering), pursuant to Rule 102(e) of the Commission's Rules of Practice. The Order suspends Becker from appearing or practicing before the Commission as an accountant, with the right to apply for reinstatement after three years, and is based on the entry of an injunction against Becker in the Commission's settled civil action recently filed in U.S. District Court for the District of Columbia, SEC v. Stephen R. Becker, Civil Action No. 02CV02126 (JDB) (D.D.C. filed Oct. 30, 2002). The Commission's complaint in the civil action alleged that Becker violated the antifraud, periodic reporting, and corporate record keeping provisions of the federal securities laws by concealing project contract losses at EA Engineering during the company's fiscal year ended August 31, 1999. The Commission alleged that Becker hid the project contract losses by intentionally recording $1,469,000 of fictitious revenue (in the form of unbilled accounts receivable) on the company's books. Becker, without admitting or denying the allegations in the complaint, consented to the entry of a final judgment permanently enjoining him from violations of the federal securities laws and ordering him to pay a civil money penalty of $20,000. The injunction was entered on Oct. 31, 2002. Simultaneous with the institution of the administrative proceeding, and without admitting or denying the substantive findings contained therein, Becker consented to the issuance of the Commission Order suspending him from practicing before the Commission. EA Engineering, which has its principal executive offices in Hunt Valley, Maryland, is primarily engaged in the business of energy, environmental, and health and safety consulting. In Sept. 2001, the company was taken private pursuant to a management-led tender offer. (Rel. 34-46813; AAE Rel. 1660; File No. 3- 10932) SEC INSTITUTES PROCEEDINGS AGAINST ERNST & YOUNG TO RESOLVE AUDITOR INDEPENDENCE ALLEGATIONS STEMMING FROM JOINT BUSINESS RELATIONSHIPS WITH AUDIT CLIENT On Nov. 13, the Commission instituted public administrative proceedings against Ernst & Young LLP (E&Y) in an auditor independence case arising from E&Y's joint business relationships with one of its audit clients. The proceedings are substantially similar to proceedings the Commission instituted against E&Y on May 20, 2002 (see Rel. No. 34-45964) but dismissed without prejudice on October 23, 2002 (see Rel. No. 34-46710). As reflected in today's order instituting the proceedings, the Commission's Division of Enforcement (Division) and Office of Chief Accountant (OCA) allege that E&Y violated the auditor independence requirements imposed by the Commission's rules and by generally accepted auditing standards in connection with E&Y's audits of the financial statements of PeopleSoft Inc. from 1994 through 2000, which occurred during the same period as the joint business relationships. According to the allegations made by the Division and OCA, E&Y violated Rule 2- 02(b) of Commission Regulation S-X and caused PeopleSoft to file reports and other documents with the Commission throughout the relevant period that failed to include independently audited financial statements as required. The Division and OCA are seeking an order, pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934 (Exchange Act), that would require E&Y to cease and desist from committing or causing such violations and any future violations and to disgorge the audit-related fees it was paid for the audits in question. The Division and OCA are also seeking an order sanctioning E&Y for engaging in "improper professional conduct" within the meaning of Commission Rule 102(e) and newly-enacted Exchange Act Section 4C, which was added by Section 602 of the Sarbanes-Oxley Act of 2002. Among other things, the Division and OCA allege that, while E&Y was serving as PeopleSoft's auditor, E&Y and PeopleSoft jointly developed and marketed a software product called "EY/GEMS for PeopleSoft," which incorporated certain components of PeopleSoft's proprietary source code into software previously developed and marketed by E&Y's tax department. According to the allegations, E&Y sought to gain a competitive advantage by incorporating PeopleSoft's source code into its product, and agreed to pay PeopleSoft royalties ranging from 15% to 30% from each sale of the resulting product, with a guaranteed minimum royalty of $300,000. In addition, the Division and OCA allege that, throughout the relevant period, E&Y earned hundreds of millions of dollars in consulting revenues from implementing PeopleSoft software for third parties pursuant to an "Implementation Partners Agreement" it had with PeopleSoft. In doing so, the Division and OCA allege, E&Y closely coordinated and jointly marketed its implementation services with PeopleSoft, including reciprocal endorsements of each other, links to each other's websites, holding themselves out as "business partners" of one another, and sharing customer information, customer leads, and "target accounts." As noted in today's order, this is the second auditor independence case the Commission has commenced against E&Y. In 1991, the Commission filed a complaint in federal court charging that E&Y, by failing to maintain its independence, caused and aided and abetted violations by two other audit clients of their Exchange Act filing obligations. That case was settled in 1995 with E&Y consenting to a Final Order directing E&Y to comply with an undertaking to comply with applicable auditor independence standards and guidelines. See Litigation Release Nos. 12885 (June 13, 1991) and 14442 (March 15, 1995). A hearing in the present case will be scheduled before an administrative law judge to determine whether the allegations contained in the order are true, to afford E&Y an opportunity to establish any defenses, and to determine what remedial actions or sanctions, if any, should be imposed against E&Y. (Rels. 33-8146; 34-46821; AAE Rel. 1661; File No. 3- 10933) SEC v. RUSSO SECURITIES, INC. AND KIMBERLY KENT On Nov. 12, the Commission filed an application in federal court in Manhattan for an order commanding a brokerage firm and a former financial principal of the firm to pay civil penalties that were imposed against them in an earlier administrative proceeding before the Commission. Section 21(e) of the Securities Exchange Act of 1934 gives federal courts the power to enforce administrative orders issued by the Commission. Named in the proceeding are Russo Securities, Inc., a registered broker- dealer located in Staten Island, New York, and Kimberly Kent, age 39 and a resident of New York, New York, Russo's former financial and operations principal. On April 17, 2001, the Commission issued an order finding that Russo Securities violated the net capital rules applicable to broker-dealers by claiming to own securities that did not yet exist, and that Kent caused the firm to commit those violations. In that order, the Commission: (1) suspended Kent from association with any broker-dealer for one year; (2) ordered Russo and Kent to cease and desist from such violations; and (3) ordered Russo to pay a civil penalty of $75,000 and Kent to pay a civil penalty of $25,000. The Commission stayed the obligation to pay the civil penalties while Russo and Kent pursued an appeal in federal court. After Russo and Kent abandoned their appeal earlier this year, the Commission issued an order requiring both Russo and Kent to pay the civil penalties within ten business days. Neither Russo nor Kent complied with that order. United States District Judge Milton Pollack of the Southern District of New York issued an order on Nov. 12 directing Russo and Kent to appear at a hearing on the Commission's application on Nov. 26, 2002, and show cause why the Commission's application should not be granted. [SEC v. Russo Securities, Inc. and Kimberly Kent, Docket No. M 18-304 SDNY] (LR- 17834) SEC FILES EMERGENCY ACTION TO HALT ONGOING FRAUD BY COMPANY CONTROLLED BY CRIMINAL RECIDIVISTS The Commission today brought an emergency action in federal court in Manhattan to halt an ongoing fraud by 800 America.com, Inc. (800America), an Over-the-Counter Bulletin Board company and purported internet retailer; David Elie Rabi (Rabi), chief executive officer, chief financial officer, and a director of 800America; and Tillie Ruth Steeples (Steeples), an undisclosed control person of 800America. The Commission alleges that the defendants falsified financial results for 800America since at least 2000, unlawfully sold unregistered stock through nominee accounts, failed to disclose the criminal histories of Rabi and Steeples, and made other misrepresentations. The Commission has moved for a temporary restraining order, preliminary injunction and other interim relief to preserve the status quo. Pending the outcome of that motion, on the Commission's application, the court has temporarily restrained the defendants from violating antifraud, registration, and books and records provisions of the Securities Act of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act). The court's order also provides that, pending the outcome of the preliminary injunction motion: (a) defendants' assets and certain nominee brokerage accounts are frozen; (b) the defendants are required to submit accountings; (c) a temporary receiver has been appointed over 800America; (d) Rabi and Steeples are temporarily enjoined from acting as officers or directors of public companies and from participating in the offering of penny stocks; (e) the defendants must repatriate assets held abroad; (f) the parties may engage in expedited discovery; (g) the defendants are prohibited from destroying documents and other evidence; and (h) the defendants are prohibited from tampering with witnesses, suborning perjury or otherwise impeding this case. Specifically, the complaint alleges that: * To create the image of a vibrant enterprise, the defendants fraudulently reported millions in fictitious earnings, revenues, expenses, and assets. To conceal the true results, they created fictitious periodic bank statements, checks, invoices and a general ledger, which they supplied to 800America's auditor. * Rabi and Steeples are selling unregistered 800America stock through nominee accounts in violation of the registration provisions of the securities laws, and at a substantial profit to themselves. Rabi and Steeples also misappropriated company assets. * 800America issued a press release falsely denying Rabi's criminal past and failed to disclose that Steeples is a control person of the company. The company's most recent 10-KSB lists as officers and directors several individuals who either have left the company or cannot be located by the company. As to the three defendants, the complaint alleges that: 1. 800America is a Nevada corporation, has an executive office in New York, and has operations at 1301 North Mount Juliet Road, Mount Juliet, Tennessee. 800America purports to own and operate several Internet websites that retail various products, particularly clothing, or that provide links to websites of other retailers. 2. Rabi, age approximately 62, is the Chief Executive Officer, the Chief Financial Officer, a Director, and the majority shareholder of 800America. Rabi also served as 800America's President for most of the period from July 9, 1999 through January 2002. On Jan. 3, 1997, Rabi pleaded guilty in McCracken County, Kentucky, to state felony charges of securities fraud, acting as an unregistered broker-dealer, and selling unregistered securities. Rabi was sentenced to four years imprisonment, which was commuted, based on the four years Rabi had already served in Tennessee state prison fighting extradition to Kentucky on these charges. 3. Steeples, age 55, is not disclosed as having any affiliation with 800America in 800America's public filings, but is acting as an undisclosed control person of the company. Among other things, she controls some of 800America's bank accounts, and represents that she is 800America's Secretary, both in her own name and under the alias "Ruth Walley." On Nov. 14, 1996, in Nashville, Tennessee, Steeples pleaded guilty to delivering cocaine into a prison. Steeples was sentenced to six years imprisonment for this conduct, and was incarcerated from January 1, 1997 to Nov. 24, 1999. The complaint charges violations of Sections 5(a), 5(c), and 17(a) of the Securities Act, Sections 10(b), 13(a), and 13(b)(2), 13(b)(5) of the Exchange Act, and Rules 10b-5, 12b-20, 13a-1, 13a-13, Rules 13b2-1 and 13b2-2 thereunder. As final relief, the Commission seeks permanent injunctions, disgorgement of all ill-gotten gains plus prejudgment interest; civil penalties; and, against Rabi and Steeples, final penny stock and officer and director bars and a forfeiture of stock under their control. The litigation is pending. [SEC v. 800America.com, Inc., et al., S.D.N.Y. 02 Civ. 9046] (LR-17835; AAE Rel. 1662) INVESTMENT COMPANY ACT RELEASES GC&H INVESTMENTS, LLC, ET AL. A notice has been issued giving interested persons until Dec. 3, 2002, to request a hearing on an application filed by GC&H Investments, LLC, et al. for an order to exempt certain investment funds formed for the benefit of eligible current and former employees of Cooley Godward LLP and its affiliates from certain provisions of the Investment Company Act. Each fund will be an "employees' securities company" as defined in Section 2(a)(13) of the Act. (Rel. IC-25799 - Nov. 8) FORTIS BENEFITS INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until Dec. 3, 2002, to request a hearing on an application filed by Fortis Benefits Insurance Company (Fortis Benefits), First Fortis Life Insurance Company (First Fortis), Variable Account D of Fortis Benefits Insurance Company (Account D), and Separate Account A of First Fortis Life Insurance Company (Account A) (together, Applicants). The Applicants request an order pursuant to Section 26(c) of the Investment Company Act to permit Fortis Benefits and First Fortis to substitute shares of the Mid Cap Growth Fund II of Strong Variable Insurance Funds, Inc. (Strong) for shares of the Discovery Fund II of Strong, and shares of the International Portfolio of Alliance Variable Products Series Funds, Inc. for shares of the International Stock Fund II of Strong held by Account D and Account A to support variable annuity contracts. (Rel. IC-25800 - Nov. 8) GDC PARTNERS FUND, LLC, ET AL. An order has been issued on an application filed by GDC Partners Fund, LLC, et al. under Sections 6(b) and 6(e) of the Investment Company Act. The order exempts certain investment funds formed for the benefit of eligible current and former employees of Gibson, Dunn & Crutcher LLP from certain provisions of the Act. Each fund will be an "employees' securities company" within the meaning of Section 2(a)(13) of the Act. (Rel. IC-25801 - Nov. 12) HOLDING COMPANY ACT RELEASES ALLIANT ENERGY CORPORATION, ET AL. A notice has been issued giving interested persons until Dec. 3, 2002, to request a hearing on a proposal by Alliant Energy Corp. (Alliant Energy), a registered holding company, and certain of its direct and indirect subsidiaries, to modify certain existing conditions imposed by prior Commission order dated Oct. 3, 2001 (HCAR No. 27448) relating to securities issuances by Alliant Energy, including a modification of a cost of funds limitation on short-term debt issuances. (Rel. 35-27598) ALLIANT ENERGY CORPORATION, ET AL. A notice has been issued giving interested persons until Dec. 3, 2002 to request a hearing on a proposal by Alliant Energy Corp. (Alliant Energy), a registered holding company, and certain of its direct and indirect subsidiaries, including Interstate Power and Light Company (IP&L), a wholly owned public-utility company subsidiary of Alliant Energy, to modify the existing cost of funds limitation on short-term debt issuances by Alliant Energy and IP&L imposed by prior Commission order dated June 21, 2002 (HCAR No. 27542). (Rel. 35-27598) INTERSTATE POWER AND LIGHT COMPANY A notice has been issued giving interested persons until Dec. 3, 2002, to request a hearing on a proposal by Interstate Power and Light Company (Applicant), a wholly owned public utility subsidiary of Alliant Energy Corporation, a registered holding company has filed an application requesting authority to acquire special purpose subsidiaries to issue preferred securities. In addition, Applicant proposes to directly issue preferred stock, subordinated debentures and guarantees. (Rel. 35- 27598) UNION ELECTRIC COMPANY A notice has been issued giving interested persons until Dec. 3, 2002, to request a hearing on a proposal by Union Electric Company (AmerenUE), an electric and gas utility subsidiary of Ameren Corporation, a registered holding company. AmereUE proposes to sell to the City of Bowling Green, Missouri (Bowling Green) certain electric generating facilities. AmereUE also proposes to concurrently lease back those facilities from Bowling Green for a period of 20 years. (Rel. 35-27598) E.ON AG A notice has been issued giving interested persons until Dec. 3, 2002, to request a hearing on a proposal by E.ON AG (E.ON), a registered holding company. E.ON requests an extension of the time set by a prior Commission order to divest part of its interest in an affiliated company, Hypo-Vereinsbank AG. (Rel. 35-27599) NATIONAL FUEL GAS COMPANY, ET AL. An order has been issued authorizing National Fuel Gas Company (NFG), a registered holding company, National Fuel Gas Distribution Corporation, National Fuel Gas Supply Corporation, Horizon Energy Development Inc. and its subsidiaries, Highland Forest Resources Inc., Leidy Hub Inc., Data-Track Account Services Inc., Seneca Independence Pipeline Company, Seneca Resources Corporation and its subsidiaries, Upstate Energy Inc., Niagara Independence Marketing Company, National Fuel Resources Inc. and Horizon Power Inc. to: a) carry out a program of external financing, credit support arrangements, and intrasystem financing; b) acquire financing subsidiaries and special purpose subsidiaries; c) continue the NFG money pool; d) enter into hedging transactions; e) make changes in the capital structure of majority-owned nonutility subsidiaries; and f) reorganize nonutility subsidiaries. Authority for the various requests is granted for the period through Dec. 31, 2005. (Rel. 35-27600) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change (SR-PCX-2002-68) filed by the Pacific Exchange to amend its schedule of fees and charges to increase the user transaction credit for certain transactions in American Depositary Receipts 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. 11. (Rel. 34-46784) ACCELERATED APPROVAL OF A PROPOSED RULE CHANGE The Commission has granted accelerated approval of a proposed rule change and Amendment No. 1 thereto (SR-Amex-2002-55) by the American Stock Exchange to instituting a pilot program to amend the listing standards for closed-end management investment companies registered under the Investment Company Act. Publication of the notice in the Federal Register is expected during the week of Nov. 11. (Rel. 34- 46785) PROPOSED RULE CHANGE The Pacific Exchange filed a proposed rule change (SR-PCX-2002-36) and Amendment No. 1 thereto relating to the Exchange's new trading platform for options, PCX Plus. Publication of the notice in the Federal Register is expected during the week of Nov. 11. (Rel. 34-46803) DELISTINGS GRANTED An order has been issued granting the application of the American Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of The Morgan Group, Inc., effective at the opening of business on Nov. 12, 2002. (Rel. 34-46793) 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-3 BAXTER INTERNATIONAL INC, ONE BAXTER PKWY, DF2-2W, DEERFIELD, IL, 60015, 8479482000 - 0 ($2,000,000,000.00) Debt Convertible into Equity, (File 333-101122 - Nov. 12) (BR. 36) S-8 MARINER HEALTH CARE INC, ONE RAVINA DR STE 1500, STE 800, ATLANTA, GA, 30346, 6784437000 - 0 ($3,521,000.00) Equity, (File 333-101123 - Nov. 12) (BR. 08) S-8 MARINER HEALTH CARE INC, ONE RAVINA DR STE 1500, STE 800, ATLANTA, GA, 30346, 6784437000 - 0 ($35,641,737.00) Equity, (File 333-101124 - Nov. 12) (BR. 08) S-8 KOMAG INC /DE/, 1710 AUTOMATION PWY, SAN JOSE, CA, 95131, 4085762000 - 0 ($9,062,500.00) Equity, (File 333-101125 - Nov. 12) (BR. 02) S-1 MARINER HEALTH CARE INC, ONE RAVINA DR STE 1500, STE 800, ATLANTA, GA, 30346, 6784437000 - 0 ($17,116,634.00) Equity, (File 333-101126 - Nov. 12) (BR. 08) S-3 COMMONWEALTH TELEPHONE ENTERPRISES INC /NEW/, 100 CTE DRIVE, PO BOX 800, DALLAS, PA, 18612-9799, 7176742700 - 4,741,326 ($176,946,287.00) Equity, (File 333-101127 - Nov. 12) (BR. 37) S-8 TORVEC INC, 11 POND VIEW DRIVE, PITTSFORD, NY, 14534, 7162488549 - 250,000 ($362,500.00) Equity, (File 333-101130 - Nov. 12) (BR. 05) S-8 FLEMING COMPANIES INC /OK/, 1945 LAKEPOINTE DRIVE, LEWISVILLE, TX, 73126, 4058407200 - 0 ($30,200,000.00) Equity, (File 333-101131 - Nov. 12) (BR. 04) S-1 SALOMON SMITH BARNEY DIVERSIFIED 2000 FUTURES FUND LP, 390 GREENWICH STREET, 1ST FLOOR, NEW YORK, NY, 10013, 2127235424 - 0 ($48,000,000.00) Limited Partnership Interests, (File 333-101132 - Nov. 12) (BR. 08) SB-2 HIGHLAND CLAN CREATIONS CORP, 10654 WHYTE AVENUE, SUITE 219, EDMONTON ALBERTA, A0, T6E2A7, 6043280314 - 1,900,000 ($285,000.00) Equity, (File 333-101133 - Nov. 12) (BR. ) S-8 CITIGROUP INC, 399 PARK AVENUE, NEW YORK, NY, 10043, 2125591000 - 0 ($188,100,102.00) Equity, (File 333-101134 - Nov. 12) (BR. 07) SB-2 MAJESTIC SAFE-T-PRODUCTS LTD, 36,778,329 ($9,194,582.00) Equity, (File 333-101135 - Nov. 12) (BR. ) S-8 NII HOLDINGS INC, 10700 PARKRIDGE BLVD, SUITE 600, RESTON, VA, 20191, 7034334000 - 0 ($5,555,555.00) Equity, (File 333-101136 - Nov. 12) (BR. 37) S-8 NANOMETRICS INC, 310 DEGUIGNE DR, SUNNYVALE, CA, 94086, 4087461600 - 1,200,000 ($5,196,000.00) Equity, (File 333-101137 - Nov. 12) (BR. 36) SB-2 ESSENTIALLY YOURS INDUSTRIES INC, 2960 HOWARD HUGHES PKWY, SUITE 500, LAS VEGAS, NV, 89109, 7022968028 - 0 ($48,990,000.00) Equity, (File 333-101138 - Nov. 12) (BR. ) S-4 BB&T CORP, 200 WEST SECOND STREET, WINSTON-SALEM, NC, 27101, 3367332000 - 0 ($54,397,122.00) Equity, (File 333-101139 - Nov. 12) (BR. 07) F-10 TRANSCANADA PIPELINES LTD, 450 I STREET SW, P O BOX 1000 STATION M, CALGARY ALBERTA, A0, T2P 5H1, 4039207669 - 0 ($1,000,000,000.00) Other, (File 333-101140 - Nov. 12) (BR. 02) S-3 IMPLANT SCIENCES CORP, 107 AUDUBON ROAD #5, WAKEFIELD, MA, 01880-1246, 7812460700 - 0 ($3,480,000.00) Equity, (File 333-101141 - Nov. 12) (BR. 36) S-8 BEAZER HOMES USA INC, 5775 PEACHTREE DUNW00DY RD, STE B 200, ATLANTA, GA, 30342, 4042503420 - 0 ($43,505,000.00) Equity, (File 333-101142 - Nov. 12) (BR. 06) S-8 PLANAR SYSTEMS INC, 1400 NORTHWEST COMPTON DR, BEAVERTON, OR, 97008, 5036901100 - 0 ($1,470,000.00) Equity, (File 333-101145 - Nov. 12) (BR. 36) S-8 PLANAR SYSTEMS INC, 1400 NORTHWEST COMPTON DR, BEAVERTON, OR, 97008, 5036901100 - 0 ($15,768,000.00) Equity, (File 333-101147 - Nov. 12) (BR. 36) S-8 PLANAR SYSTEMS INC, 1400 NORTHWEST COMPTON DR, BEAVERTON, OR, 97008, 5036901100 - 0 ($2,628,000.00) Equity, (File 333-101148 - Nov. 12) (BR. 36) SB-2 JOVIAN ENERGY INC, 1401 BLAKE STREET, STE 200, DENVER, CO, 80202, 3035721135 - 0 ($9,831,500.00) Equity, (File 333-101149 - Nov. 12) (BR. ) S-3 KROLL INC, 900 THIRD AVENUE, NEW YORK, NY, 10022, (212) 593-1000 - 5,400,000 ($105,111,000.00) Equity, (File 333-101150 - Nov. 12) (BR. 08) S-8 UNITED PANAM FINANCIAL CORP, 1300 SOUTH EL CAMINO REAL, SAN MATEO, CA, 94402, 6503451800 - 0 ($30,018,625.00) Equity, (File 333-101151 - Nov. 12) (BR. 07) S-8 FIRST PACTRUST BANCORP INC, 610 BAY BLVD, CHULA VISTA, CA, 91910, 6196911519 - 79,207 ($1,199,986.05) Equity, (File 333-101152 - Nov. 12) (BR. 07) S-3 AMERICAN SPECTRUM REALTY INC, 1800 EAST DEERE AVENUE, SANTA ANA, CA, 92705, 0 ($3,716,524.00) Equity, (File 333-101154 - Nov. 12) (BR. 08) S-3 MS STRUCTURED ASSET CORP, 1585 BROADWAY, NEW YORK, NY, 10036, 2127611715 - 5,000,000,000 ($5,000,000,000.00) Asset-Backed Securities, (File 333-101155 - Nov. 12) (BR. 05) S-4 FISERV INC, 255 FISERV DR, PO BOX 979, BROOKFIELD, WI, 53045, 4148795000 - 0 ($9,882,851.16) Equity, (File 333-101156 - Nov. 12) (BR. 03) S-8 KLEER VU INDUSTRIES INC/DE/, 601 HANSEN ST, KEMAH, TX, 77565, 7136547777 - 0 ($80,000.00) Equity, (File 333-101158 - Nov. 12) (BR. 05) S-1 INTEGRATED ALARM SERVICES GROUP INC, CAPITAL CENTER 99 PINE STREET, ALBANY, NY, 12207, 5184495131 - 0 ($13,594.53) Equity, (File 333-101159 - Nov. 12) (BR. ) S-8 SOUTHWESTERN ENERGY CO, 2350 N. SAM HOUSTON PARKWAY EAST, SUITE 300, HOUSTON, TX, 77032, 2816184700 - 300,000 ($3,306,000.00) Equity, (File 333-101160 - Nov. 12) (BR. 04) S-8 ENGINEERED SUPPORT SYSTEMS INC, 201 EVANS LN, ST LOUIS, MO, 63121, 3149935880 - 300,000 ($9,753,000.00) Equity, (File 333-101161 - Nov. 12) (BR. 06) S-8 STARRETT L S CO, 121 CRESCENT ST, ATHOL, MA, 01331, 5082493551 - 0 ($9,400,000.00) Equity, (File 333-101162 - Nov. 12) (BR. 06) S-3 XEROX CORP, 800 LONG RIDGE RD, P O BOX 1600, STAMFORD, CT, 06904-1600, 2039683000 - 0 ($1,014,000,000.00) Unallocated (Universal) Shelf, (File 333-101164 - Nov. 12) (BR. 03) S-3 INERGY L P, TWO BRUSH CREEK, SUITE 200, KANSAS CITY, MS, 64112, 8168428181 - 0 ($300,000,000.00) Unallocated (Universal) Shelf, (File 333-101165 - Nov. 12) (BR. 02) SB-2 AGENESIS CORP, 3111 STERLING RD., SUITE 303 C, FORT LAUDERDALE, FL, 33121, 9546109663 - 0 ($167.00) Equity, (File 333-101166 - Nov. 12) (BR. ) S-11 MAGUIRE PROPERTIES INC, 555 WEST FIFTH ST, STE 5000, LOS ANGELES, CA, 90013, 2136263300 - 0 ($890,250,000.00) Equity, (File 333-101170 - Nov. 12) (BR. ) 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 ------------------------------------------------------------------------------------ ABFC MORTGAGE LOAN ASSET BACKED CERTI DE X X 10/26/02 ACCRED HOME LNDRS INC AC MOR LN TR 20 DE X X 10/26/02 ACE SECURITIES CORP HOME EQUITY LOAN DE X X 10/25/02 ADEPT TECHNOLOGY INC DE X 11/12/02 ADVA INTERNATIONAL INC DE X X 11/12/02 AES CORPORATION DE X 11/12/02 AIRTRAX INC NJ X X 11/11/02 ALLIANCE DATA SYSTEMS CORP DE X X 11/11/02 ALLIANT TECHSYSTEMS INC DE X 11/12/02 ALLIED WASTE INDUSTRIES INC DE X 11/12/02 ALPINE AIR EXPRESS INC/DE DE X 11/06/02 AMERICA FIRST APARTMENT INVESTORS INC MD X 12/31/02 AMERICA FIRST APARTMENT INVESTORS LP DE X 12/31/02 AMERICAN COMMERCIAL LINES LLC DE X X 11/12/02 AMERISOURCEBERGEN CORP DE X X 11/12/02 AMNIS SYSTEMS INC DE X X 11/06/02 AMR CORP DE X 11/12/02 ANIXTER INTERNATIONAL INC DE X 11/11/02 ANWORTH MORTGAGE ASSET CORP MD X X 11/11/02 ARI NETWORK SERVICES INC /WI WI X 11/08/02 ARIAD PHARMACEUTICALS INC DE X X 11/11/02 ARIAD PHARMACEUTICALS INC DE X X 11/08/02 ASSET BACKED FUNDING CORP ABFC ASST B DE X X 10/26/02 ASSOCIATED AUTOMOTIVE GROUP INC FL X 09/30/02 ASTORIA FINANCIAL CORP DE X X 11/12/02 AT&T CORP NY X X 11/11/02 AUSPEX SYSTEMS INC DE X X 11/12/02 AUTONATION INC /FL DE X X 11/11/02 AVERY DENNISON CORPORATION DE X 11/12/02 BALLY TOTAL FITNESS HOLDING CORP DE X X 11/12/02 BAMS MORTGAGE PASS THROUGH CERTIFICAT NC X 10/25/02 BANC ONE FINANCIAL SERVICES HOME EQUI NY X X 10/26/02 BANK OF AMERICA CORP /DE/ DE X X 11/01/02 BANKENGINE TECHNOLOGIES INC FL X X X 11/12/02 BASIC TECHNOLOGIES INC CO X 08/27/02 AMEND BEAR STEARNS ASSET BACKED CERT SERS DE X X 10/26/02 BEAR STEARNS ASSET BACKED CERTIFICATE DE X X 10/25/02 BEAR STEARNS ASSET BACKED SEC INC IR DE X X 10/25/02 BEAR STEARNS ASSET BACKED SEC IRWIN H DE X X 10/25/02 BEAR STEARNS ASSET BACKED SEC TR ASSE NY X X 10/26/02 BEAR STEARNS AST BCK SEC INC MADISON DE X X 10/25/02 BEDFORD PROPERTY INVESTORS INC/MD MD X 09/30/02 AMEND BINDVIEW DEVELOPMENT CORP TX X X 11/06/02 BLUESTAR LEASING INC NV X 10/30/02 BNP RESIDENTIAL PROPERTIES INC MD X X 09/18/02 AMEND BOSTON CAPITAL TAX CREDIT FUND IV LP DE X 11/11/02 BOYD GAMING CORP NV X X 11/12/02 BROWN & BROWN INC FL X 11/12/02 CABOT CORP DE X X 11/12/02 CADENCE DESIGN SYSTEMS INC DE X X 11/12/02 CALL-SOLUTIONS INC CA X 11/05/02 CALYPTE BIOMEDICAL CORP DE X 11/08/02 CANARGO ENERGY CORP DE X X 11/11/02 CANARGO ENERGY CORP DE X X 11/04/02 CANNONDALE CORP / DE X 11/12/02 CAPITAL AUTO RECEIVABLES INC DE X X 11/12/02 CAPITAL ONE MASTER TRUST NY X X 10/09/02 CAPITAL ONE MASTER TRUST NY X X 11/08/02 CAPITAL ONE MULTI ASSET EXECUTION TRU DE X X 10/09/02 CAPITAL ONE MULTI ASSET EXECUTION TRU DE X X 11/08/02 CBRE HOLDING INC DE X 11/06/02 CELERITEK INC/CA CA X 10/29/02 CELERITEK INC/CA CA X X 11/11/02 CELLULAR TECHNICAL SERVICES CO INC DE X X 11/08/02 CELSION CORP MD X 11/08/02 CENTEX CONSTRUCTION PRODUCTS INC DE X X 11/12/02 CENTEX CORP NV X X 11/12/02 CERTEGY INC GA X X 11/12/02 CFS BANCORP INC DE X X 10/21/02 CHAMPION ENTERPRISES INC MI X X 11/12/02 CIRCLE GROUP INTERNET INC IL X X 11/06/02 CIRCLE GROUP INTERNET INC IL X 08/27/02 AMEND CIRCOR INTERNATIONAL INC DE X 11/12/02 CITIZENS COMMUNICATIONS CO DE X 11/12/02 CLC HEALTHCARE INC NV X 11/12/02 COCA COLA ENTERPRISES INC DE X X 11/11/02 COMPUTER TASK GROUP INC NY X 10/14/02 AMEND CONTINENTAL INFORMATION SYSTEMS CORP NY X 11/08/02 CONVERGYS CORP OH X X 11/12/02 CORNING INC /NY NY X X 11/12/02 COUNTRYWIDE CREDIT INDUSTRIES INC DE X 11/12/02 CREDIT & ASSET REPACKAGING VEHICLE CO DE X 11/01/02 CRIIMI MAE FINANCIAL CORP MD X 11/01/02 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 05/25/02 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 06/25/02 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 08/25/02 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 09/25/02 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 10/25/02 CURTISS WRIGHT CORP DE X X 10/29/02 DALEEN TECHNOLOGIES INC DE X 11/08/02 DANIELSON HOLDING CORP DE X X 11/12/02 DECKERS OUTDOOR CORP DE X X 11/08/02 DEERE & CO DE X 11/11/02 DERMA SCIENCES INC PA X X 08/26/02 AMEND DIANON SYSTEMS INC DE X 11/12/02 DIGITAL COURIER TECHNOLOGIES INC DE X X 10/08/02 DIGITEC 2000 INC NV X X 11/05/02 DISCOVERY LABORATORIES INC /DE/ DE X X 11/04/02 DISTINCTIVE DEVICES INC NY X X 11/05/02 DIVERSIFIED FINANCIAL RESOURCES CORP DE X X 07/18/02 AMEND DOANE PET CARE CO DE X X 11/11/02 DOLE FOOD COMPANY INC DE X 11/10/02 DOLLAR GENERAL CORP TN X X 11/11/02 DT INDUSTRIES INC DE X X 11/08/02 DYNCORP DE X 11/12/02 E TRADE BANK ARM TRUST MORTGAGE PASS DE X X 10/25/02 EDO CORP NY X 11/12/02 EMBREX INC/NC NC X 11/12/02 ENCORE CAPITAL GROUP INC DE X 11/08/02 EQUUS CAPITAL PARTNERS LP DE X 11/07/02 ESCO TECHNOLOGIES INC MO X X 11/12/02 ETHAN ALLEN INTERIORS INC DE X 09/30/02 EXCALIBUR INDUSTRIES INC DE X 04/08/02 EXCO RESOURCES INC TX X X 11/01/02 EXUS NETWORKS INC NV X 10/28/02 EXXON MOBIL CORP NJ X 11/12/02 FARMER MAC MORTGAGE SECURITIES CORP DE X 11/15/02 FARMER MAC MORTGAGE SECURITIES CORP DE X 11/25/02 FARMER MAC MORTGAGE SECURITIES CORP DE X 11/25/02 FARMER MAC MORTGAGE SECURITIES CORP DE X 11/25/02 FARO TECHNOLOGIES INC FL X X 11/12/02 FIBERNET TELECOM GROUP INC\ DE X X 11/12/02 FINANCIAL ASSETS SEC CORP FIRST FRANK DE X X 10/25/02 FIRST CAPITAL BANK HOLDING CORP FL X 11/11/02 FIRST FINANCIAL BANCORP /OH/ OH X X 11/12/02 FIRST PACTRUST BANCORP INC MD X X 11/08/02 FIVE STAR QUALITY CARE INC X X 10/25/02 FLEXIBLE SOLUTIONS INTERNATIONAL INC NV X X 11/12/02 FLORIDA COMMUNITY BANKS INC FL X 11/12/02 FMC TECHNOLOGIES INC X X 11/12/02 FORTUNE BRANDS INC DE X X 11/12/02 FUEL CENTERS INC NV X X 11/11/02 GEMSTAR TV GUIDE INTERNATIONAL INC DE X X 11/07/02 GENERAL MILLS INC DE X X 11/11/02 GENERAL MILLS INC DE X X 10/28/02 GENUITY INC DE X X 11/11/02 GEORGIA PACIFIC CORP GA X X 11/12/02 GLOBAL YACHT SERVICES INC NV X X 11/11/02 GREENWICH CAPITAL ACCEPTANCE INC DE X X 11/07/02 GROUP 1 AUTOMOTIVE INC DE X 11/12/02 GS MORTGAGE SECURITIES CORP DE X X 11/07/01 GSI LUMONICS INC A3 X X 11/04/02 H POWER CORP X X 11/12/02 HANCOCK HOLDING CO MS X 11/11/02 HANOVER DIRECT INC DE X 11/08/02 HARRINGTON WEST FINANCIAL GROUP INC/C X X 11/12/02 HAWAIIAN ELECTRIC INDUSTRIES INC HI X 11/12/02 HERSHEY FOODS CORP DE X 11/12/02 HFC REVOLVING CORP DE X X 11/12/02 HIENERGY TECHNOLOGIES INC WA X X 10/07/02 HOME EQ LOAN TRUST SER 2002 CIT1 ASST DE X X 10/26/02 HOME PRODUCTS INTERNATIONAL INC DE X X 10/31/02 HYSEQ INC NV X X 11/09/02 IGAMES ENTERTAINMENT INC NV X 05/11/02 ILM II SENIOR LIVING INC /VA VA X X 11/11/02 IMH ASSETS CORP IMPACT CMB TRUST SERI DE X 10/30/02 IMMUNOGEN INC MA X X 11/12/02 INCARA PHARMACEUTICALS CORP DE X X 10/31/02 INERGY L P X 11/12/02 INFOCROSSING INC DE X 11/11/02 INTERCALLNET INC NV X X 11/05/02 INTERNATIONAL SPECIALTY PRODUCTS INC DE X 11/12/02 INTERSIL CORP/DE DE X 11/12/02 ISTAR FINANCIAL INC MD X X 11/11/02 IWT TESORO CORP NV X 10/24/02 JAMESON INNS INC GA X X 11/12/02 JETBLUE AIRWAYS CORP DE X X 11/12/02 JOHNSON CONTROLS INC WI X 11/12/02 KOPIN CORP DE X X 11/12/02 KORN FERRY INTERNATIONAL DE X 11/12/02 LABARGE INC DE X 11/01/02 LABORATORY CORP OF AMERICA HOLDINGS DE X X 11/11/02 LABORATORY CORP OF AMERICA HOLDINGS DE X 11/11/02 LACLEDE GROUP INC MO X X 11/08/02 LIQUID AUDIO INC DE X X 11/08/02 LOGISTICS MANAGEMENT RESOURCES INC CO X 10/29/02 MASTR ADJUSTABLE RATE MORTGAGE TRUST X X 10/25/02 MASTR ADJUSTABLE RATE MORTGAGES TRUST DE X X 10/25/02 MASTR ASSET SECURITIZATION TRUST 2002 X X 10/26/02 MATRIXX INITIATIVES INC DE X X 11/12/02 MATTEL INC /DE/ DE X 11/12/02 MATTRESS DISCOUNTERS CORP DE X 11/12/02 MAXXZONE COM INC X X 11/05/02 MED DIVERSIFIED INC NV X X 11/08/02 MEDIS TECHNOLOGIES LTD DE X 11/12/02 MEDJET INC DE X X 11/11/02 MELLON BANK N A MA X 11/08/02 MELLON RESIDENTIAL FUNDING CORP DE X 11/12/02 MERRILL LYNCH MORT INV INC MORT PAS T DE X X 10/26/02 MERRILL LYNCH MORT INVEST INC MORT PA NY X X 10/26/02 MERRILL LYNCH MORTGAGE INV INC MOR PS NY X X 10/26/02 METRICOM INC / DE DE X X 09/19/02 METRIS RECEIVABLES INC DE X 10/31/02 METRIS RECEIVABLES INC DE X 10/31/02 MGP INGREDIENTS INC KS X X 11/12/02 MGP INGREDIENTS INC KS X X 11/12/02 AMEND MIDAMERICAN FUNDING LLC IA X 09/30/02 MILACRON INC DE X X 11/06/02 MOMENTUM HOLDINGS CORP DE X 09/16/02 MONEY STORE TRUST 1998 C X X 10/15/02 MORGAN STANLEY CAPITAL I INC HOME EQ NY X X 10/26/02 MORGAN STANLEY DEAN WITTER CAPITAL IN DE X X 10/25/02 MORTGAGE ASSET SEC TRANS INC MASTR A DE X X 10/25/02 MORTGAGE ASSET SEC TRANS INC MASTR AS DE X X 10/25/02 MORTGAGE ASSET SEC TRANS INC MORT PAS DE X X 10/26/02 MORTGAGE ASSET SEC TRANS INC MORT PAS DE X X 10/26/02 MORTGAGE ASSET SEC TRANS INC MORT PAS DE X X 10/26/02 MORTGAGE ASSET SEC TRANSACTIONS INC M DE X X 10/26/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X X 10/25/02 MSDW STRUCTURED ASSET CORP DE X X 11/12/02 MSDWCC HELOC TRUST 2002-1 DE X X 10/25/02 MULTILINK TECHNOLOGY CORP CA X X 11/12/02 NATIONAL BEAUTY CORP NV X 11/07/02 AMEND NATIONAL MERCANTILE BANCORP CA X X 11/08/02 NATIONAL PENN BANCSHARES INC PA X 11/12/02 NATIONAL STEEL CORP DE X X 11/08/02 NETMANAGE INC DE X X 11/07/02 NETPLEX GROUP INC NY X X 11/11/02 NETWORK 1 SECURITY SOLUTIONS INC DE X 11/08/02 NEW PLAN EXCEL REALTY TRUST INC MD X 11/12/02 NEWMONT MINING CORP /DE/ DE X X 11/12/02 NEXIQ TECHNOLOGIES INC NH X 10/11/02 NII HOLDINGS INC DE X X 10/28/02 NORFOLK SOUTHERN CORP VA X 11/12/02 NORTH AMERICAN TECHNOLOGIES GROUP INC DE X 10/23/02 NORTH FORK BANCORPORATION INC DE X 11/12/02 NORTHROP GRUMMAN CORP /DE/ DE X X 11/12/02 NOVASTAR MORTGAGE FUNDING CORP SERIES DE X X 10/25/02 NOVASTAR MORTGAGE FUNDING CORP TRUST DE X X 10/25/02 NOVASTAR MORTGAGE FUNDING TRUST SERIE DE X X 10/25/02 NTELOS INC VA X 11/07/02 NTL INC/DE/ DE X X 11/12/02 OLD REPUBLIC INTERNATIONAL CORP DE X 11/12/02 OPTA FOOD INGREDIENTS INC /DE DE X X 11/12/02 OPTION ONE MORT ACCEPT CORP ASSET BAC DE X 10/26/02 OPTION ONE MORTGAGE LOAN TR 2002-1 AS DE X X 10/25/02 OPTION ONE MORTGAGE LOAN TR ASSET BAC DE X X 10/25/02 OPTION ONE MORTGAGE LOAN TR ASSET BAC DE X X 10/25/02 ORIGEN MANUFACTURED HOUSNG CNT SEN/SU DE X X 10/15/02 OUTBACK STEAKHOUSE INC DE X 11/08/02 PAC-WEST TELECOMM INC X X 11/12/02 PAGELAB NETWORK INC MN X X 11/07/02 PAINEWEBBER MORTGAGE ACCEPTANCE CORP DE X X 03/26/01 PAINEWEBBER MORTGAGE ACCEPTANCE CORP DE X X 06/25/01 PANAMERICAN BEVERAGES INC R1 X X 11/11/02 AMEND PARADIGM GENETICS INC X 11/06/02 PARAMETRIC TECHNOLOGY CORP MA X X 11/12/02 PELICAN PROPERTIES INTERNATIONAL CORP FL X X 11/08/02 PENTAIR INC MN X 11/11/02 PEPSI BOTTLING GROUP INC DE X X 11/12/02 PERSONNEL GROUP OF AMERICA INC DE X X 11/12/02 PFSWEB INC DE X X 10/25/02 PHOTRONICS INC CT X X 11/11/02 PILLOWTEX CORP TX X 11/12/02 PRO FAC COOPERATIVE INC NY X X 11/12/02 PRUDENTIAL FINANCIAL INC NJ X 11/12/02 PS BUSINESS PARKS INC/CA CA X X 11/11/02 PSS WORLD MEDICAL INC FL X 11/12/02 PSYCHIATRIC SOLUTIONS INC DE X X 11/11/02 PXRE GROUP LTD X 11/12/02 QUANTUM CORP /DE/ DE X 11/11/02 QUINTILES TRANSNATIONAL CORP NC X X 11/11/02 QUINTON CARDIOLOGY SYSTEMS INC DE X 11/08/02 RALCORP HOLDINGS INC /MO MO X 11/11/02 RAMCO GERSHENSON PROPERTIES TRUST MA X 11/05/02 REGAL CINEMAS CORP DE X 11/12/02 REGAL ENTERTAINMENT GROUP DE X 11/12/02 RELIANT RESOURCES INC DE X X 11/11/02 REMEC INC CA X 10/29/02 AMEND RENAISSANCE HOME EQUITY LOAN ASSET-BK DE X X 10/25/02 RENAISSANCE HOME EQUITY LOAN TR ASSET DE X 11/11/02 RENAISSANCE HOME EQUITY LOAN TR ASSET DE X X 10/26/02 RENT A CENTER INC DE DE X X 11/12/02 RENTECH INC /CO/ CO X 10/31/02 REPLIGEN CORP DE X 11/11/02 REPUBLIC BANCSHARES INC FL X X 11/12/02 RESMED INC DE X 11/11/02 ROCKFORD CORP AZ X X 11/12/02 ROHN INDUSTRIES INC DE X X 11/07/02 ROYAL GOLD INC /DE/ DE X 11/08/02 RWD TECHNOLOGIES INC MD X X 11/12/02 SAFEGUARD HEALTH ENTERPRISES INC DE X X 08/30/02 AMEND SALIX PHARMACEUTICALS LTD X X 11/08/02 SALTON INC DE X X 11/12/02 SAVE THE WORLD AIR INC NV X X 11/12/02 SAXON ASSET SECURITIES TRUST 2002-1 X 09/25/02 SAXON ASSET SECURITIES TRUST 2002-1 X 04/25/02 AMEND SAXON ASSET SECURITIES TRUST 2002-1 X 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ASSET MORT INV INC BEAR ST DE X X 10/26/02 STRUCTURED ASSET MORT INV INC MORT PA DE X X 10/19/02 STRUCTURED ASSET MORT INV MORT PASS T NY X X 10/26/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X 10/31/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X 10/26/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 10/25/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X 10/30/02 STRUCTURED ASSET SEC CORP MORT PASS T X X 10/25/02 STRUCTURED ASSET SEC CORP PASS THROUG DE X X 10/26/02 STRUCTURES ASSET MORTGAGE INV INC MOR NY X X 10/26/02 SUN HYDRAULICS CORP FL X X 11/06/02 SUNOCO LOGISTICS PARTNERS LP DE X X 11/12/02 SZM DISTRIBUTORS INC NV X X 11/11/02 T-3 ENERGY SERVICES INC TX X 11/08/02 TECHTEAM GLOBAL INC DE X X 11/11/02 TECO ENERGY INC FL X X 11/12/02 TEPPCO PARTNERS LP DE X X 11/07/02 TERAFORCE TECHNOLOGY CORP DE X X 10/03/02 AMEND THOMAS INDUSTRIES INC DE X X 08/29/02 AMEND THORNBURG MORTGAGE SEC TR 2002-1 MRT DE X 04/25/02 AMEND THORNBURG MORTGAGE SECURITIES TRUST 2 DE X X 10/25/02 THORNBURG MORTGAGE 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