SEC NEWS DIGEST Issue 2002-159 August 16, 2002 COMMISSION ANNOUNCEMENTS STATEMENT BY SEC CHAIRMAN HARVEY PITT ON CORPORATE GOVERNANCE REFORMS APPROVED BY THE MEMBERSHIP OF THE CHICAGO BOARD OPTIONS EXCHANGE Securities and Exchange Commission Chairman Harvey L. Pitt issued the following statement today on corporate governance reforms approved by the membership of the Chicago Board Options Exchange: "I commend the Board, its Chairman, Bill Brodsky, its President, Ed Joyce, and the membership of the Chicago Board Options Exchange for the sweeping reforms of its corporate governance structure that were passed by a vote of an overwhelming majority of the CBOE membership on Thursday. These initiatives evidence the CBOE's strong commitment to the integrity of our marketplace and the strength of the self-regulatory function. I extend a particular note of appreciation to the Special Committee on Governance, composed of independent directors of the CBOE Board, for their tireless efforts in achieving these laudable results. " (Press Rel. 2002-124) ENFORCEMENT PROCEEDINGS SUPERVISORY BAR IMPOSED ON ROGER FAN On August 15, the Commission instituted and settled an administrative proceeding against Roger Fan, age 54, of Monterey Park, California, for failing reasonably to supervise a registered representative who defrauded two unsophisticated customers while at U.S. Pacific Financial Services, Inc., a now defunct broker-dealer in Alhambra, California. The order finds that Fan, the former president and sole compliance officer of U.S. Pacific, failed reasonably to supervise Wayne Miller, a former registered representative of U.S. Pacific. The Commission previously sanctioned Miller for his conduct. The order further finds that from March through November 1999, Miller excessively traded in unsuitable options for two unsophisticated customers, resulting in losses of over $275,000 for the customers and generating $118,000 in commissions for Miller. Miller also misrepresented and omitted to disclose material information to the clients regarding the suitability of his options trading. The order finds that Fan failed to respond adequately to warning signs about Miller's activities and did not follow U.S. Pacific's internal procedures. Based on the above findings and Fan's settlement offer, the Commission barred Fan from association in any supervisory capacity with a broker or dealer with a right to reapply in three years. The Commission did not impose a civil penalty based on Fan's sworn representations in his Statement of Financial Condition and other documents. Fan consented to the entry of the Order, without admitting or denying the Commission's findings. (Rel. 34-46359; File No. 3-10866) COMMISSION CHARGES TIMOTHY HORNE, CHAIRMAN OF NORTH ANDOVER BASED WATTS INDUSTRIES, WITH INSIDER TRADING USING MISAPPROPRIATED CORPORATE INFORMATION The Commission announced today that it has filed a civil lawsuit against Timothy P. Horne, Chairman and CEO of Watts Industries of North Andover, Massachusetts, for insider trading using confidential information he misappropriated from his own company. The Commission's complaint, filed August 15 in Boston federal district court, alleges that Horne made more than $300,000 in illegal profits. According to the complaint, Horne received a call in May 1999 from an investment banker inquiring whether Watts Industries would be interested in acquiring Central Sprinkler Corporation, indicating that an auction process was underway and Watts would need to move quickly if interested. Horne allegedly said that Watts might be interested in acquiring Central Sprinkler and agreed to receive the confidentiality agreement Watts would need to execute to receive more detailed information about Central Sprinkler. The Commission's complaint alleges, however, that Horne did not inform the Watts board of this acquisition opportunity and instead began buying stock of Central Sprinkler in his personal brokerage account, spending over $500,000 to accumulate 30,000 shares over the next three business days. According to the complaint, Horne never informed anyone at Watts of his trading, which violated a Watts written policy prohibiting trading in any company's securities on the basis of nonpublic information. Shortly thereafter, when Tyco publicly announced its acquisition of Central Sprinkler, Horne sold his stock for a profit of $317,971. The Commission alleged in its complaint that defendant Horne violated the antifraud provisions of the securities laws when he misappropriated material nonpublic information about Central Sprinkler from his own company, Watts, and made undisclosed, self-serving use of the information to trade for his personal profit, in breach of his fiduciary duty of loyalty to Watts. The Commission seeks a permanent injunction, disgorgement of illegal trading profits, prejudgment interest and civil penalties. In addition, the Commission seeks an order barring Horne from serving as an officer or director of any public company. [SEC v. Timothy P. Horne, USDC for the District of Massachusetts, C.A. No. 02 11634-WGY] (LR-17680) SEC FILES ACTION AGAINST FLORIDA COMPANY AND STUART SLONIN IN CONNECTION WITH PRIME BANK FRAUD SCHEME The Commission announced today that on July 9, 2002, it filed an action for securities fraud in the The Strategies Group, Inc. and the company's sole principal, Stuart A. Slonin. The SEC alleges in its complaint that from at least July 2000 through October 2001, Slonin and The Strategies Group offered "prime bank instruments" to attendees at insurance seminars that Slonin conducted. Slonin misrepresented that the investments were risk free and would provide returns of 15-50%. In fact, the investments do not exist. The Commission seeks permanent injunctions against The Strategies Group and Slonin enjoining further violations of Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and civil money penalties. [SEC v. The Strategies Group, Inc. and Stuart A. Slonin, Case No. 02-60932-CIV-HUCK, SDFL] (LR-17681) AMERICAN PROMETHEUS CORP., JAMES NORVILLE AND MABEL NORVILLE CHARGED WITH OFFERING FRAUD On August 15, the Commission filed suit in the United States District Court for the District of Colorado against American Prometheus Corp., James P. Norville and Mabel R. Norville, all Central City, Colorado, for violations of the antifraud and registration provisions of the federal securities laws. American Prometheus Corp. is a company purportedly in the business of developing a Holiday Inn franchise hotel and casino in Central City, where limited stakes gaming is legal. James Norville was the company's former president and director, and his wife, Mabel Norville, remains a director of the company and serves as its secretary. The Commission alleges that between April 1997 and April 2000, the Norvilles offered more than $3.6 million in securities and raised approximately $1.1 million from 79 investors nationwide through a series of five American Prometheus offerings and through the Norvilles' sale of their own shares of American Prometheus stock. The Commission claims that in American Prometheus offering materials and oral presentations to investors, the Norvilles failed to disclose criminal securities fraud charges pending against James Norville relating to one of the Norvilles' previous companies, James Norville's subsequent guilty plea to one count of securities fraud in the same matter, or the existence of an administrative order prohibiting James Norville from selling securities in Wisconsin. In addition, the complaint alleges that contrary to the representations in the offering materials that proceeds would be used to develop the casino project, the Norvilles then misappropriated investor funds for their personal use. Finally, the complaint contends that American Prometheus' securities offerings and the Norvilles' sale of their own American Prometheus stock were not registered transactions with the Commission and were not exempt from registration. The complaint alleges that American Prometheus and the Norvilles violated the securities registration and antifraud provisions of the federal securities laws. [SEC v. American Prometheus Corp., James P. Norville and Mabel R. Norville, Civ. Action No. 02-N-1586 (MJW) (D. Colo.)] (LR-17682) $1.2 MILLION JUDGMENT ENTERED AGAINST RECIDIVIST SECURITIES VIOLATOR AND FORMER COMPANY PRESIDENT The Commission today announced that on August 7 the U.S. District Court in Los Angeles entered a final judgment against a recidivist securities violator and the former president of a company that sold fraudulent oil and gas investments. The repeat violator, James E. Hammonds, 61, formerly of Inglewood, California, and Barry V. Reed, 57, of Las Vegas, Nevada, failed to answer the Commission's complaint filed in November 2001. The final judgment permanently enjoins Hammonds and Reed from future violations of the securities registration and antifraud provisions of the federal securities laws. The judgment orders Hammonds and Reed to pay civil penalties of $110,000 each and to disgorge $1,254,100, the amount they fraudulently raised from investors, plus prejudgment interest. Hammonds and Reed, along with two Nevada corporations, Texon Energy Corp. and Lonestar Petroleum Corp., were charged with violating Sections 5(a) and 5(c) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Reed was Texon's president and Hammonds was Texon's vice-president. The defendants raised $1.25 million from the sale of Texon stock to about 65 investors nationwide. Investors were promised a dividend of 12% per year on their investment. The Commission's complaint also charged that Hammonds and Reed, through Texon and Lonestar, operated a Ponzi-like investment scheme in which they paid dividends to existing investors with money raised from new investors. Hammonds and Reed were indicted in Missouri on July 26, 2002, on nine felony counts of securities fraud and other charges arising from their involvement in Texon. They were charged by the Prosecuting Attorney of Boone County, Missouri, Kevin Crane, and the Missouri Commissioner of Securities with fraudulently offering and selling unregistered securities in Missouri and employing a sales agent without registration. The judgment against Hammonds and Reed concludes the Commission's action. The Commission's case against Texon and Lonestar was previously settled. Through a court-appointed receiver, Texon and Lonestar, without admitting or denying the Commission's allegations, consented to the entry of a judgment, entered on July 8, 2002, by the U.S. District Court in Los Angeles, permanently enjoining them from future violations of the antifraud and securities registration provisions of the federal securities laws. In 1994, Hammonds was enjoined by the Commission for his part in a similar oil and gas fraud in which investors were also falsely promised a 12% return. In 1996, Hammonds was barred by the Commission from the securities industry. For further information, see Litigation Release No.17231 (November 14, 2001). [SEC v. Texon Energy Corporation, Lonestar Petroleum Corporation, James E. Hammonds aka Jake Hammonds aka Jake Davis and Barry V. Reed, Case No. CV-01-09706-LGB(MANx) CDCA] (LR- 17683) SEC SETTLES INSIDER TRADING CHARGES AGAINST FORMER GENENTECH WORKER On August 15, the Commission filed a civil lawsuit and settled the case against a former Genentech employee who made more than $50,000 in illegal profits through insider trading in the securities of Xoma, Ltd., a San Francisco Bay Area biotechnology company. The SEC complaint alleges that Lei Wang, a former contract employee for Genentech, another San Francisco Bay Area biotechnology company, found out that the results of a clinical trial being conducted jointly between Genentech and Xoma were not favorable. On April 3, 2002, Wang learned that the joint trial, concerning the anti-psoriasis drug Xanelim, had been unsuccessful. Over the next two days, and before Genentech and Xoma released the negative results to the public, Wang sold 4,400 shares of Xoma stock, and also short sold an additional 14,407 shares. On April 5, when Genentech and Xoma publicly announced the trial results, Xoma stock declined 42% to close at $4.42. As a result, Wang realized illegal trading profits of $50,982.10. Simultaneous with the filing of the complaint, Wang agreed to settle the SEC action by paying more than $76,000 in disgorgement, penalties and prejudgment interest, and to other relief. Due to Wang's almost immediate admission of wrongdoing, and her significant cooperation throughout the SEC's investigation, Wang was assessed penalties equal to one-half her ill-gotten gains. [SEC v. Lei Wang, Civil Action No. C-02- 3941 CW, USDC NDCA] (LR-17684) INJUNCTIVE ACTIONS FILED AGAINST 3 PUBLICLY TRADED COMPANIES AND 10 RELATED INDIVIDUALS On August 15, the Commission filed four separate lawsuits in federal court in Miami arising from four fraudulent schemes. In three of those schemes, defendants made numerous materially false and misleading statements in reports filed with the Commission; the fourth scheme involved a pump-and-dump of a company's publicly traded stock. Most of these charges arise from a two-year undercover FBI sting operation and, simultaneously in related criminal prosecutions, the U.S. Attorney's Office for the Southern District of Florida announced the indictments of fifty-eight defendants. The three public companies named in the Commission's lawsuits were Rhino Ecosystems, Inc., COI Solutions, Inc., and Uncommon Media Group, Inc. The 10 individuals, who include officers, directors, and control persons of the company defendants, are Charles Cini, Mark Wiertzema, Gordan Novak, Robert Wilder, Lawrence Gallo, Douglas Rasberry, Melvin Levine, Jeffrey Senger, Brad Nirenberg, and Norman Piatti. With some variation, the schemes involving the company defendants related to the proposed fraudulent sale of securities to an FBI contrived investment fund in exchange for kickbacks to various individuals. In addition, in each scheme, substantial monies were to be paid to offshore accounts maintained by the companies and/or their control persons. In each of these schemes, the companies made materially false statements and failed to disclose material information in their filings with the Commission that related to S-8 shares and control persons. The fourth scheme involved the pump-and-dump of Lifekeeper International, Inc.'s common stock through materially false and misleading press releases. [SEC v. RHINO ECOSYSTEMS, INC. ET AL., Case No. 02-80786-CIV-Hurley, S.D. Fla.]; [SEC v. COI SOLUTIONS, INC., ET AL., Case No. 02-80767-CIV-Hurley, S.D. Fla.]; [SEC v. UNCOMMON MEDIA GROUP, INC., ET AL., Case No. 02-80770-CIV-Hurley, S.D. Fla.]; SEC v. JEFFREY R. SENGER, BRAD M. NIRENBERG, AND NORMAN PIATTI, Case No. 02- 80766-CIV-Hurley, S.D. Fla.] (LR-17685; Press Rel. 2002-123) SEC FILES CIVIL INJUNCTIVE ACTION AGAINST KEVIN MORRISON, FORMER EXECUTIVE OF HPSC, INC., AND RELIEF DEFENDANT MILDRED MILLER FOR $5 MILLION FINANCIAL ACCOUNTING FRAUD On August 16, the Commission filed a civil fraud action against Kevin J. Morrison of West Hartford, Connecticut, the former executive vice president of American Commercial Financial Corporation (ACFC), a wholly- owned subsidiary of Boston-based HPSC, Inc. The Complaint alleges that Morrison caused HPSC to materially overstate the results of its operations when he improperly diverted more than $4.7 million of corporate assets to Mildred K. Miller, a purported ACFC factoring customer. The Complaint alleges that beginning in 1997 and continuing until May 22, 2002, Morrison concealed the diversion of funds to Miller by regularly providing fictitious financial reports regarding ACFC to ACFC's president, HPSC senior management, and HPSC's outside auditors. Miller, who is named as a relief defendant in the Complaint, is last known to have resided in Hartford, Connecticut. The Complaint further alleges that fraudulent financial information provided by Morrison to HPSC was incorporated in the parent company's Forms 10-K and Forms 10-Q filed with the Commission for the periods ended December 31, 1997 through March 31, 2002 and, as a result, HPSC materially overstated its net income and earnings per share by between 4% and 112% during the affected filing periods. The Commission's complaint alleges that Morrison violated the antifraud, record-keeping and internal controls provisions of the Securities Exchange Act of 1934 [Sections 10(b) and 13(b)(5) of the Exchange Act, and Rules 10b-5 and 13b2-1 thereunder]. The Commission's complaint seeks a permanent injunction against Morrison preventing future violations of the federal securities laws, disgorgement of any ill- gotten gains plus pre-judgment interest, civil penalties and an officer and director bar. [SEC v. Kevin J. Morrison, et al., USDC for the District of Massachusetts, C.A. No. 02-11647-MLW)] (LR-17686) INVESTMENT COMPANY ACT RELEASES PREFERRED LIFE INSURANCE COMPANY OF NEW YORK, ET AL. A notice has been issued giving interested persons until September 5, 2002, to request a hearing on an application filed by Preferred Life Insurance Company of New York (Preferred), Preferred Life Variable Account C, and USAllianz Investor Services, LLC (collectively, Applicants). Applicants seek an order under Section 6(c) of the Investment Company Act granting exemptions from Sections 2(a)(32) and 27(i)(2)(A) of the Act and Rule 22c-1 thereunder to permit the recapture during the free look period of certain bonus credits applied to purchase payments made under certain variable annuity contracts issued by Preferred. (Rel. IC-25697 - August 12) MASSMUTUAL INSTITUTIONAL FUNDS, ET AL. An order has been issued on an application filed by MassMutual Institutional Funds, et al. exempting applicants from Section 15 (a) of the Investment Company Act and Rule 18f-2 under the Act. The order amends a prior order permitting applicants to enter into and materially amend sub-advisory agreements without shareholder approval. The amended order exempts applicants from certain disclosure requirements. (Rel. IC- 25699 - August 13) MATRIX UNIT TRUST, ET AL. An order has been issued on an application filed by Matrix Unit Trust and Matrix Capital Group, Inc. under Section 12(d)(1)(J) of the Investment Company Act granting an exemption from Section 12(d)(1)(F)(ii) of the Act, and under Sections 6(c) and 17(b) of the Act granting an exemption from Section 17(a) of the Act. The order permits series of certain registered unit investment trusts to: (a) offer and sell their units to the public with a sales load that exceeds the 1.5% limit in Section 12(d)(1)(F)(ii) of the Act; and (b) invest in affiliated registered investment companies within the limits of Section 12(d)(1)(F) of the Act. (Rel. IC-25700 - August 14) HOLDING COMPANY ACT RELEASES KEYSPAN CORP., ET AL. A notice has been issued giving interested persons until September 9, 2002, to request a hearing on a proposal by KeySpan Corp. (KeySpan), a registered holding company and its subsidiaries. KeySpan and its subsidiaries request the following modifications to a financing order issued in SEC file no. 70-9699 HCAR No. 27272 (Nov. 8, 2000) (Financing Order): (1) to permit KeySpan, either directly or through its affiliates or subsidiaries, to make aggregate investments up to $2.2 billion dollars in exempt wholesale generators and foreign utility companies through Dec. 31, 2003 (Authorization Period); (2) an increase of the Additional Financing Amount (as defined in the Financing Order) from $1.5 billion to $2.2 billion and an increase in the Aggregate Financing Amount (also as defined in the Financing Order) from $5.1 billion to $5.8 billion, during the Authorization Period; (3) an increase in the Utility Short-Term Debt Amounts (as defined in the Financing Order) during the Authorization Period; (4) modification of the Financing Subsidiary Approval (as defined in the Financing Order) so that KeySpan, can issue long term debt to the Financing Subsidiaries that may be subordinated to other long term debt issued by KeySpan from time to time; and (5) authorization for KeySpan to make and provide additional guarantees and assurances to Hawkeye Construction LLC up to an aggregate of $60,000,000 as set forth in the agreement. (Rel. 35-27560) SELF-REGULATORY ORGANIZATIONS WITHDRAWAL SOUGHT A notice has been issued giving interested persons until September 9, 2002, to comment on the application Carolina Power & Light Company to withdraw its $5.00 Preferred Stock, no par value, from listing and registration on the American Stock Exchange. (Rel. 34-46365) DELISTINGS GRANTED An order has been issued granting the application of the Pacific Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting certain underlying securities, effective August 16, 2002. (Rel. 34- 46366) An order has been issued granting the application of the Boston Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of Esafetyworld, Inc., effective at the opening of business on August 16, 2002. (Rel. 34-46367) An order has been issued granting the application of the Pacific Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting certain underlying securities, effective August 16, 2002. (Rel. 34- 46368) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-8 MIRACOM INDUSTRIES INC, 14747 ARTESIA BLVD SUITE 1F, LA MIRADA, CA, 90638, 7145222800 - 1,538,000 ($46,140.00) Equity, (File 333-98133 - Aug. 15) (BR. 02) S-8 SILICON STORAGE TECHNOLOGY INC, 1171 SONORA CT, SUNNYVALE, CA, 94086, 4087359110 - 2,200,000 ($11,000,000.00) Equity, (File 333-98135 - Aug. 15) (BR. 36) S-8 YORK INTERNATIONAL CORP /DE/, 631 S RICHLAND AVE, YORK, PA, 17403, 7177717890 - 2,000,000 ($61,400,000.00) Equity, (File 333-98137 - Aug. 15) (BR. 06) S-8 IONICS INC, 65 GROVE ST, WATERTOWN, MA, 02172, 6179262500 - 800,000 ($16,760,000.00) Equity, (File 333-98139 - Aug. 15) (BR. 36) S-8 CHOLESTECH CORPORATION, 3347 INVESTMENT BLVD, HAYWARD, CA, 94545, 5107327200 - 400,000 ($4,404,000.00) Equity, (File 333-98143 - Aug. 15) (BR. 36) S-3 BERKSHIRE HATHAWAY INC, 1440 KIEWIT PLZ, OMAHA, NE, 68131, 4023461400 - 0 ($797,760,000.00) Other, (File 333-98145 - Aug. 15) (BR. 01) S-8 AIRTRAX INC, 1616 PENNSYLVANIA AVE 122, VINELAND, NJ, 08361, 8563278112 - 75,000 ($131,250.00) Equity, (File 333-98147 - Aug. 15) (BR. 09) S-8 HEMLOCK FEDERAL FINANCIAL CORP, 5700 WEST 159TH STREET, OAK FOREST, IL, 60452-3198, 7086879400 - 83,053 ($2,242,431.00) Equity, (File 333-98149 - Aug. 15) (BR. 07) S-8 HEMLOCK FEDERAL FINANCIAL CORP, 5700 WEST 159TH STREET, OAK FOREST, IL, 60452-3198, 7086879400 - 207,633 ($5,606,091.00) Equity, (File 333-98151 - Aug. 15) (BR. 07) S-8 HEMLOCK FEDERAL FINANCIAL CORP, 5700 WEST 159TH STREET, OAK FOREST, IL, 60452-3198, 7086879400 - 48,562 ($1,311,174.00) Equity, (File 333-98153 - Aug. 15) (BR. 07) S-3 MORTGAGE ASSET SECURITIZATION TRANSACTIONS INC, 1285 AVE OF THE AMERICAS, NEW YORK, NY, 10019, 2127132000 - 0 ($27,186,302,065.00) Asset-Backed Securities, (File 333-98155 - Aug. 15) (BR. 05) S-8 OGLEBAY NORTON CO /OHIO/, 1100 SUPERIOR AVENUE, CLEVELAND, OH, 44114, 2168613300 - 500,000 ($5,570,000.00) Equity, (File 333-98157 - Aug. 15) (BR. 04) S-8 POCKETSPEC TECHNOLOGIES INC, 3225 E 2ND AVE, DENVER, CO, 80206, 3033938060 - 700,000 ($210,000.00) Equity, (File 333-98159 - Aug. 15) (BR. 08) S-8 CHARTER FINANCIAL CORP/GA, 600 THIRD AVENUE, WEST POINT, GA, 31833, 7066451391 - 0 ($15,282,668.00) Equity, (File 333-98161 - Aug. 15) (BR. 07) S-3 3M CO, 3M CENTER, BLDG. 220-11W-02, ST PAUL, MN, 55144-1000, 6517332204 - 277,800 ($34,495,815.00) Equity, (File 333-98163 - Aug. 15) (BR. 06) S-3 GOODRICH CORP, 4 COLISEUM CENTRE, 2730 WEST TYVOLA ROAD, CHARLOTTE, NC, 28217, 7044237000 - 0 ($2,400,000,000.00) Other, (File 333-98165 - Aug. 15) (BR. 05) S-8 GROUP 1 SOFTWARE INC, 4200 PARLIMENT PLACE, SUITE 600, LANHAM, MD, 20706-1860, 3019180400 - 1,050,000 ($14,574,000.00) Equity, (File 333-98167 - Aug. 15) (BR. 03) S-3 SLM EDUCATION CREDIT FUNDING LLC, 20 HEMINGWAY DRIVE, PROVIDENCE, RI, 02915, 7038107677 - 0 ($1,000,000.00) Other, (File 333-98169 - Aug. 15) (BR. ) S-8 MRO SOFTWARE INC, 100 CROSBY DRIVE, BEDFORD, MA, 01730, 7812802000 - 750,000 ($6,517,500.00) Equity, (File 333-98171 - Aug. 15) (BR. 03) S-3 MRO SOFTWARE INC, 100 CROSBY DRIVE, BEDFORD, MA, 01730, 7812802000 - 1,095,392 ($9,518,956.00) Equity, (File 333-98173 - Aug. 15) (BR. 03) SB-2 FII INTERNATIONAL INC, 5,200,000 ($520,000.00) Equity, (File 333-98175 - Aug. 15) (BR. ) S-8 1ST CONSTITUTION BANCORP, 2650 ROUTE 130, BOX 634, CRANBURY, NJ, 08512, 6096554500 - 0 ($7,518,496.00) Equity, (File 333-98177 - Aug. 15) (BR. 07) S-8 ENTERGY CORP /DE/, 639 LOYOLA AVE, NEW ORLEANS, LA, 70113, 5045764000 - 180,000 ($7,479,000.00) Other, (File 333-98179 - Aug. 15) (BR. 02) S-8 MEDICINES CO/ MA, ONE CAMBRIDGE CTR, CAMBRIDGE, MA, 02142, 6172259099 - 1,750,000 ($15,960,000.00) Equity, (File 333-98191 - Aug. 15) (BR. 01) S-8 OLIN CORP, 501 MERRITT 7, P O BOX 4500, NORWALK, CT, 06856, 2037503000 - 0 ($54,990,000.00) Equity, (File 333-98193 - Aug. 15) (BR. 04) S-8 CV THERAPEUTICS INC, 3172 PORTER DR, PALO ALTO, CA, 94304, 6503848500 - 0 ($59,781,852.00) Equity, (File 333-98195 - Aug. 15) (BR. 01) S-8 CATERPILLAR INC, 100 NE ADAMS ST, PEORIA, IL, 61629, 3096751000 - 15,000,000 ($655,950,000.00) Other, (File 333-98197 - Aug. 15) (BR. 36) S-8 CITIZENS FIRST BANCORP INC, 525 WATER ST, PORT HURON, MI, 48060, 8109878300 - 0 ($38,668,251.00) Equity, (File 333-98199 - Aug. 15) (BR. 07) S-8 KINGDOM VENTURES INC, 1045 STEPHANIE WAY, MINDEN, NV, 89423, 775-267-2242 - 150,000 ($75,000.00) Equity, (File 333-98201 - Aug. 15) (BR. 02) S-8 HENNESSY ADVISORS INC, 750 GRANT AVENUE SUITE 100, NOVATO, CA, 94945, 488,480 ($2,512,924.00) Equity, (File 333-98203 - Aug. 15) (BR. 07) S-8 POGO PRODUCING CO, 5 GREENWAY PLAZA STE 2700, P O BOX 2504, HOUSTON, TX, 77252-0504, 7132975000 - 750,000 ($24,967,500.00) Equity, (File 333-98205 - Aug. 15) (BR. 04) S-3 HOST MARRIOTT CORP/, 10400 FERNWOOD ROAD DEPT 907, BETHESDA, MD, 20817, 3013809000 - 0 ($66,283,136.00) Equity, (File 333-98207 - Aug. 15) (BR. 08) S-8 OCEANEERING INTERNATIONAL INC, 11911 FM 529, HOUSTON, TX, 77041, 713-329-4500 - 0 ($26,804,750.00) Equity, (File 333-98209 - Aug. 15) (BR. 04) S-8 OCEANEERING INTERNATIONAL INC, 11911 FM 529, HOUSTON, TX, 77041, 713-329-4500 - 0 ($20,230,000.00) Equity, (File 333-98211 - Aug. 15) (BR. 04) S-8 ACLARA BIOSCIENCES INC, 1288 PEAR AVENUE, MOUNTAIN VIEW, CA, 94043, 6502101200 - 0 ($642,250.00) Equity, (File 333-98213 - Aug. 15) (BR. 36) S-8 ELOCITY NETWORKS CORP, SANDRA JORGENSEN, 26 BLUE CAY RD, CORONADO, CA, 92118, 8015758073 - 23,000,000 ($690,000.00) Equity, (File 333-98215 - Aug. 15) (BR. 03) S-8 ACLARA BIOSCIENCES INC, 1288 PEAR AVENUE, MOUNTAIN VIEW, CA, 94043, 6502101200 - 0 ($6,193,125.00) Equity, (File 333-98217 - Aug. 15) (BR. 36) S-8 EDWARDS LIFESCIENCES CORP, 17221 RED HILL AVE, IRVINE, CA, 92614, 9492502500 - 0 ($383,625,000.00) Equity, (File 333-98219 - Aug. 15) (BR. 01) 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 ----------------------------------------------------------------------------------- 21ST CENTURY TECHNOLOGIES INC NV X 05/01/02 21ST CENTURY TECHNOLOGIES INC NV X 08/07/02 21ST CENTURY TECHNOLOGIES INC NV X 08/09/02 ACADIA REALTY TRUST MD X X 08/15/02 ACCRUE SOFTWARE INC DE X X 08/14/02 ADEPT TECHNOLOGY INC DE X 08/01/02 ADVANCED TOBACCO PRODUCTS INC TX X 08/12/02 ADVANCEPCS DE X X 08/13/02 AMEND ADVANTA BUSINESS SERVICES CORP DE X 08/12/02 ADVANTA BUSINESS SERVICES CORP DE X 08/12/02 ADVANTA EQUIPMENT LEASING RECEIVABLES NV X 08/12/02 ADVANTAGE MARKETING SYSTEMS INC/OK OK X X 08/12/02 AIRCRAFT FINANCE TRUST DE X 08/14/02 AIRCRAFT FINANCE TRUST DE X 08/15/02 ALL AMERICAN SEMICONDUCTOR INC DE X X 08/15/02 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE X X 08/15/02 ALLIANCE CAPITAL MANAGEMENT L P DE X X 08/15/02 ALPINE GROUP INC /DE/ DE X 08/14/02 ALPINE GROUP INC /DE/ DE X 08/14/02 AMERICAN BIOGENETIC SCIENCES INC DE X 08/05/02 AMEND AMERICAN DENTAL PARTNERS INC DE X 08/12/02 AMERICAN GREETINGS CORP OH X X 08/14/02 AMERICAN RETIREMENT CORP TN X 08/15/02 AMERICAN RETIREMENT CORP TN X 08/14/02 AMERICAN TELEVISION & COMMUNICATIONS DE X 08/14/02 AMERIQUEST MORTGAGE SECURITIES INC DE X X 08/15/02 ANDREA ELECTRONICS CORP NY X X 08/14/02 ANDREA ELECTRONICS CORP NY X 08/15/02 ANNTAYLOR INC DE X 08/15/02 AOL TIME WARNER INC DE X 08/14/02 APPIANT TECHNOLOGIES INC DE X 08/15/02 ARCHSTONE SMITH OPERATING TRUST MD X X 08/09/02 ARKANSAS BEST CORP /DE/ DE X X 08/13/02 ARLINGTON HOSPITALITY INC DE X X 08/15/02 ASWAN INVESTMENTS INC NV X X 08/15/02 ATX COMMUNICATIONS NC DE X X 08/14/02 ATX COMMUNICATIONS NC DE X X 08/14/02 AVIALL INC DE X 08/15/02 BALL CORP IN X 08/15/02 BANC ONE CREDIT CARD MASTER TRUST NY X X 08/15/02 BARR LABORATORIES INC NY X 08/15/02 BAY VIEW CAPITAL CORP DE X X 08/07/02 BEACH FIRST NATIONAL BANCSHARES INC SC X 08/12/02 BEAR STEARNS ARM TRUST MORTGAGE PASS DE X 07/31/02 BERGAMO ACQUISITION CORP DE X X 07/11/02 AMEND BLUE MARTINI SOFTWARE INC X 04/16/02 AMEND BORLAND SOFTWARE CORP DE X X 08/14/02 BOSTON PROPERTIES INC DE X 08/14/02 BRITTON & KOONTZ CAPITAL CORP MS X X 08/14/02 BRITTON & KOONTZ CAPITAL CORP MS X X 08/08/02 BROOKS-PRI AUTOMATION INC DE X X 08/12/02 BUDGET GROUP INC DE X X 08/14/02 CABOT INDUSTRIAL PROPERTIES LP DE X X 08/01/02 CALPROP CORP CA X X 08/14/02 CAPITAL ONE AUTO FINANCE TRUST 2002-A DE X 05/10/02 CAPITAL ONE AUTO FINANCE TRUST 2002-A DE X 06/12/02 CAPITAL ONE AUTO FINANCE TRUST 2002-A DE X 07/10/02 CAPITAL ONE AUTO FINANCE TRUST 2002-A DE X 08/12/02 CAPTARIS INC WA X 08/15/02 CARMAX AUTO OWNER TRUST 2002-1 DE X X 07/31/02 CASH AMERICA INTERNATIONAL INC TX X X 08/12/02 CC MASTER CREDIT CARD TRUST II MD X 08/15/02 CC MASTER CREDIT CARD TRUST II MD X X 07/15/02 AMEND CHAMPIONSHIP AUTO RACING TEAMS INC DE X 08/14/02 CHEMFIRST INC MS X X 07/23/02 CHESAPEAKE ENERGY CORP OK X 06/30/02 CIRCUIT CITY CREDIT CARD MASTER TRUST DE X X 07/31/02 CIROND TECHNOLOGIES INC CO X X 06/30/02 AMEND CITICORP MORTGAGE SECURITIES INC DE X 08/15/02 COASTAL BANKING CO INC SC X 08/13/02 COMDISCO HOLDING CO INC DE X X 08/12/02 COMSTOCK RESOURCES INC NV X 08/12/02 CONSOLIDATED GRAPHICS INC /TX/ TX X 08/14/02 COORS ADOLPH CO CO X X 08/14/02 CPI CORP DE X 08/15/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 07/29/02 CTB INTERNATIONAL CORP DE X 08/31/02 DCH TECHNOLOGY INC CO X 08/14/02 DECADE COMPANIES INCOME PROPERTIES WI X 07/30/02 DISCOVER CARD MASTER TRUST I DE X 08/15/02 DOE RUN RESOURCES CORP NY X X 08/14/02 DRESSER INC DE X X 08/14/02 ELCOR CORP DE X X 08/14/02 ENCOMPASS SERVICES CORP TX X X 08/14/02 ENERGY RIVER CORP NV X X 08/13/02 ENRON CORP/OR/ OR X X 08/15/02 ENSTAR INCOME PROGRAM II-1 LP GA X X 08/12/02 ENVIRONMENTAL POWER CORP DE X X 08/15/02 ESTEE LAUDER COMPANIES INC DE X 05/15/02 EURONET WORLDWIDE INC DE X X 08/15/02 FEDERAL AGRICULTURAL MORTGAGE CORP X X 08/14/02 FINANCIAL INDUSTRIES CORP TX X 06/30/02 FINGERHUT RECEIVABLES INC DE X 08/15/02 FIRST CAPITAL BANK HOLDING CORP FL X 08/09/02 FIRST FARMERS & MERCHANTS CORP TN X 06/30/02 AMEND FIRST FINANCIAL HOLDINGS INC /DE/ DE X X 08/15/02 FIRST NATIONAL BANCSHARES INC /SC/ SC X 08/12/02 FIRST NATIONAL BANCSHARES INC /SC/ SC X 08/15/02 FIRST NBC CREDIT CARD MASTER TRUST X 08/12/02 FIRST SOUTHERN BANCORP GA X 08/13/02 FIRST USA BANK NATIONAL ASSOCIATION X X 08/15/02 FIRST USA BANK NATIONAL ASSOCIATION X 08/15/02 FIRST USA BANK NATIONAL ASSOCIATION X X 08/15/02 FIRST USA BANK NATIONAL ASSOCIATION X X 08/15/02 FIRST USA BANK NATIONAL ASSOCIATION X X 08/15/02 FLEET CREDIT CARD MASTER TRUST II NY X 08/15/02 FNANB CREDIT CARD MASTER TRUST X X 07/31/02 FNB BANCSHARES INC /SC/ SC X 08/09/02 FOG CUTTER CAPITAL GROUP INC MD X X 08/08/02 FORD CREDIT FLOORPLAN MASTER OWNER TR DE X X 07/31/02 FORD CREDIT FLOORPLAN MASTER OWNER TR DE X X 07/31/02 FORTUNE DIVERSIFIED INDUSTRIES INC DE X X X 07/31/02 FRESH BRANDS INC X 08/15/02 FRONT PORCH DIGITAL INC NV X X 08/14/02 FRONTSTEP INC OH X X 08/12/02 FROZEN FOOD EXPRESS INDUSTRIES INC TX X X 08/14/02 FULLCIRCLE REGISTRY INC NV X X 07/10/02 FUND AMERICA INVESTORS CORP II DE X 08/14/02 GE CAPITAL COMMERCIAL MORT CORP MORT DE X X 08/15/02 GENAERA CORP DE X X 08/10/02 GOLDEN STATE BANCORP INC DE X X 08/12/02 GREATAMERICA LEASING RECEIVABLES 2002 DE X X 08/15/02 GREENVILLE FIRST BANCSHARES INC SC X 08/12/02 GS MORTGAGE SECURITIES CORP DE X X 08/15/02 HARVARD BIOSCIENCE INC DE X X 08/14/02 HCSB FINANCIAL CORP SC X 08/09/02 HCSB FINANCIAL CORP SC X 08/09/02 HERITAGE COMPANIES INC NV X 08/15/02 HUB GROUP INC DE X X 08/15/02 HUMPHREY HOSPITALITY TRUST INC VA X 08/14/02 ILM II SENIOR LIVING INC /VA VA X X 08/14/02 INNOVATIVE CLINICAL SOLUTIONS LTD DE X X 08/14/02 AMEND INSIGHT ENTERPRISES INC DE X X 08/15/02 INSIGHT ENTERPRISES INC DE X X 08/15/02 INSPIRE INSURANCE SOLUTIONS INC TX X 08/13/02 INT MEDIA GROUP INC DE X X 07/31/02 INTEGRATED INFORMATION SYSTEMS INC DE X X 08/15/02 INTERACTIVE SYSTEMS WORLDWIDE INC /DE DE X X 07/31/02 INTERMET CORP GA X 06/11/02 INTERNETSTUDIOS COM INC NV X 06/30/02 INTERPOOL INC DE X X 08/14/02 INTUIT INC DE X X 07/31/02 KEY TECHNOLOGY INC OR X X 08/12/02 KEY TECHNOLOGY INC OR X 08/15/02 KNOLOGY INC DE X X 08/14/02 KOGER EQUITY INC FL X X 08/13/02 LANDAUER INC DE X X 08/15/02 AMEND LEASE INVESTMENT FLIGHT TRUST DE X 08/15/02 LEW CORP NV X X X X 08/05/02 LIBERTY MEDIA CORP /DE/ DE X 08/14/02 LIVEPERSON INC DE X 08/14/02 LMI AEROSPACE INC MO X 08/14/02 LODGENET ENTERTAINMENT CORP DE X X 08/02/02 LOWES COMPANIES INC NC X 08/14/02 LUMENIS LTD X 08/14/02 MAF BANCORP INC DE X 08/15/02 MATRIX SERVICE CO DE X X 08/15/02 MCGRAW-HILL COMPANIES INC NY X X 08/15/02 MCLEODUSA INC DE X X X 08/14/02 MED-DESIGN CORP DE X 08/15/02 MERRILL LYNCH & CO INC DE X 08/15/02 MID POWER SERVICE CORP DE X X 08/01/02 MILINX BUSINESS GROUP INC DE X X 07/24/02 AMEND MILITARY RESALE GROUP INC FL X X 08/15/02 MINNESOTA CORN PROCESSORS LLC CO X X 08/15/02 MINNESOTA CORN PROCESSORS LLC CO X X 08/15/02 MOBILE AREA NETWORKS INC X X 08/06/02 AMEND MOJAVE SOUTHERN INC NV X X X 07/29/02 AMEND MOMENTUM HOLDINGS CORP DE X X 08/15/02 MORGAN STANLEY DE X 08/15/02 MORGAN STANLEY ABS CAPITAL I INC DE X X 08/15/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 08/14/02 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 08/15/02 MPHASE TECHNOLOGIES INC NJ X X 08/14/02 NATCO GROUP INC DE X X 08/14/02 NETNATION COMMUNICATIONS INC DE X 08/14/02 NEW COMMERCE BANCORP SC X 08/09/02 NOLAND CO VA X 08/15/02 NTELOS INC VA X 08/15/02 NYMAGIC INC NY X 08/15/02 OASIS ENTERTAINMENTS FOURTH MOVIE PRO NV X X X X 08/14/02 OCTEL CORP DE X X 08/13/02 OPEN PLAN SYSTEMS INC VA X X 07/31/02 ORLANDO PREDATORS ENTERTAINMENT INC FL X 07/31/02 PACIFICHEALTH LABORATORIES INC DE X X 08/12/02 PALATIN TECHNOLOGIES INC DE X 08/08/02 PANAMERICAN BEVERAGES INC R1 X X 08/14/02 PARACELSIAN INC /DE/ DE X X 07/31/02 PARADISE INC FL X 08/15/02 PARTNERS TRUST FINANCIAL GROUP INC X 08/13/02 PC EPHONE INC NV X 07/25/02 PENTON MEDIA INC DE X 08/14/02 PETROQUEST ENERGY INC DE X X 08/15/02 PLAINS ALL AMERICAN PIPELINE LP DE X 08/14/02 POLAROID CORP DE X X 08/01/02 POLAROID CORP DE X X 06/30/02 POPULAR INC PR X X 08/15/02 PORTLAND BREWING CO /OR/ OR X X 08/14/02 PRE PAID LEGAL SERVICES INC OK X 06/30/02 PROVANT INC DE X 08/14/02 PROVIDIAN FINANCIAL CORP DE X 07/31/02 PRUDENTIAL FINANCIAL INC NJ X 08/15/02 QUADRAMED CORP DE X X 08/14/02 QWEST COMMUNICATIONS INTERNATIONAL IN DE X 08/14/02 RAINMAKER SYSTEMS INC CA X X 08/15/02 RESEARCH INC /MN/ MN X X 08/15/02 RESIDENTIAL ASSET FUNDING CORP NC X 08/14/02 RIBOZYME PHARMACEUTICALS INC CO X X 08/14/02 RUNCORP INC NV X X 08/08/02 SAKS CREDIT CARD MASTER TRUST NV X X 08/15/02 SALOMON BROTHERS MORTGAGE SECURITIES DE X X 08/12/02 SAMARITAN PHARMACEUTICALS INC NV X X 08/15/02 SAN JUAN BASIN ROYALTY TRUST TX X 08/14/02 SANDS REGENT NV X 06/01/02 AMEND SCANNER TECHNOLOGIES CORP NM X X X X 07/31/02 SCIENCE APPLICATIONS INTERNATIONAL CO DE X X 08/14/02 SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 08/15/02 SIERRA PACIFIC RESOURCES /NV/ NV X X 08/14/02 SKILLSOFT CORP DE X X 08/14/02 SKYWORKS SOLUTIONS INC DE X X 06/25/02 AMEND SL INDUSTRIES INC NJ X X 08/12/02 SONIC INNOVATIONS INC DE X 07/01/02 AMEND SPECIALIZED HEALTH PRODUCTS INTERNATI DE X 07/29/02 AMEND SPORTING MAGIC INC DE X 06/01/02 AMEND ST MARY LAND & EXPLORATION CO DE X X 06/30/02 STATE STREET CORP MA X X 08/13/02 STERLING BANCORP NY X 08/14/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 07/25/02 SUN POWER CORP X 08/14/02 SUNLAND ENTERTAINMENT CO INC CA X X 08/15/02 SUPERIOR TELECOM INC DE X 08/14/02 SWISSRAY INTERNATIONAL INC NY X 08/14/02 TANNING TECHNOLOGY CORP DE X X 08/15/02 TARGET CORP MN X X 08/15/02 TECHSYS INC NJ X 08/14/02 TELLIUM INC DE X 08/15/02 TIMKEN CO OH X 08/14/02 TOWER AUTOMOTIVE INC DE X X 08/13/02 TRAVELCENTERS OF AMERICA INC DE X X 08/12/02 TRIZEC PROPERTIES INC DE X X 08/15/02 UNIT CORP DE X 08/13/02 UNITED AUTO GROUP INC DE X X 08/15/02 URBANI HOLDINGS INC CO X 07/24/02 AMEND VANGUARD AIRLINES INC \DE\ DE X X 08/14/02 WARREN BANCORP INC MA X X 08/08/02 WELLSTONE ACQUISITION CORP DE X X X X 08/15/02 WESCO INTERNATIONAL INC DE X 08/12/02 WHIRLPOOL CORP /DE/ DE X X 08/15/02 WILLIAMS COMPANIES INC DE X 08/14/02 AMEND WIPRO LTD X X 07/31/02 WORLDCOM INC GA X X 08/14/02 WORLDTEQ GROUP INTERNATIONAL INC NV X 08/15/02 WRP CORP MD X 08/13/02 XO COMMUNICATIONS INC DE X 08/14/02 YAMAHA MOTOR RECEIVABLES CORP DE X 08/15/02 ZENEX TELECOM INC CO X 08/06/02 ZIONS BANCORPORATION /UT/ UT X 08/15/02