SEC NEWS DIGEST Issue 2003-218 November 17, 2003 COMMISSION ANNOUNCEMENTS SEC ANNOUNCES INDEPENDENT CONSULTANTS UNDER GLOBAL RESEARCH ANALYST SETTLEMENT On November 14, the Commission announced the Independent Consultants who have to date been selected to procure independent research for the ten investment firms in the global research analyst settlement approved by the Honorable William H. Pauley III, United States District Judge for the Southern District of New York, on Oct. 31, 2003. The Final Judgments require the firms to make payments totaling $432.5 million over five years to fund independent research for investors and call for the selection of Independent Consultants acceptable to the Commission staff, the New York Attorney General, the New York Stock Exchange, the NASD, and the President of NASAA to oversee the procurement of the independent research from independent research providers. The Independent Consultants who have been selected to date are: Bear, Stearns & Co. Inc. Michael J. Downey (mjd@mdowney.com) Citigroup Stanley "Bud" Morten (budmorten@aol.com) C. S. First Boston Patricia Chadwick (pchadwick@ravengate.com) Goldman Sachs Henry A. Frantzen (hfrantzen@frantzencapital.com) J. P. Morgan Chase Laura Unger (lsunger@aol.com) Lehman Brothers Inc. Mark Fichtel (mfichtel@cloud9.net) Merrill Lynch Bridget Macaskill (bamacaskill@aol.com) Piper Jaffray Thomas Brakke (tom@tjbllc.com) UBS Warburg Michael A. Dritz (mike@dritzenterprises.com) Contact: SEC Office of Public Affairs (202) 942-0020 (Press Rel. 2003-158) CHAIRMAN DONALDSON TO TESTIFY Chairman William H. Donaldson will testify before the Senate Committee on Banking, Housing, and Urban Affairs on Tuesday, November 18. The Committee's hearing, entitled "Review of Current Investigations and Regulatory Actions Regarding the Mutual Fund Industry" will begin at 10:00 a.m. in Room 538 of the Dirksen Senate Office Building. Chairman William H. Donaldson will testify before the Senate Committee on Banking, Housing, and Urban Affairs on Thursday, November 20. The Committee's hearing, entitled "Improving the Corporate Governance of the New York Stock Exchange," will begin at 10:00 a.m. in Room 538 of the Dirksen Senate Office Building. STEPHEN CUTLER TO TESTIFY Stephen M. Cutler, Director of the Commission's Division of Enforcement, will testify before the Senate Committee on Banking, Housing, and Urban Affairs on Thursday, November 20. The Committee's hearing, entitled "Review of Current Investigations and Regulatory Actions Regarding the Mutual Fund Industry," will begin at 2:00 p.m. in Room 538 of the Dirksen Senate Office Building. ENFORCEMENT PROCEEDINGS COMMISSION CENSURES AND ORDERS MORGAN STANLEY DW INC. TO CEASE AND DESIST FROM MISLEADING CUSTOMERS WHO PURCHASE MUTUAL FUND SHARES On November 17, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions (Order) against Morgan Stanley DW Inc. (Morgan Stanley) for failing to disclose adequately material information to its customers in the offer and sale of mutual fund shares. The Commission simultaneously accepted an offer of settlement from Morgan Stanley in which it consents, without admitting or denying the Commission's findings, to an Order that it shall cease and desist from committing or causing any violations and any future violations of Section 17(a)(2) of the Securities Act of 1933 and Rule 10b-10 under the Securities Exchange Act of 1934. In the Order, the Commission finds two distinct firm-wide disclosure failures that mislead customers. First, Morgan Stanley operated "preferred" mutual fund sales programs in which a select group of mutual fund complexes paid Morgan Stanley for preferred sales and marketing. To encourage sales of shares in the select funds, Morgan Stanley paid enhanced compensation to its individual registered representatives and branch managers on sales of "preferred" funds' shares. The complexes paid their fees in cash or portfolio brokerage commissions. Morgan Stanley did not disclose the "preferred" programs to customers -- neither the payments that it received from the participants nor the enhanced compensation it paid to its sales force. Second, Morgan Stanley failed to make adequate disclosure to customers that purchases of Morgan Stanley's proprietary Class B shares in excess of $100,000 were subject to higher continuing sales charges than Class A shares in the same funds, and that those charges could have a negative impact on customers' investment returns. As with the sales of funds in the "preferred" programs, Morgan Stanley's sales force stood to earn more on sales of Class B shares of its proprietary funds. Based upon the foregoing conduct, the Order censures Morgan Stanley and requires Morgan Stanley to pay $25 million in disgorgement and prejudgment interest, and civil penalties in the amount of $25 million. Morgan Stanley will place the $50 million payment in a distribution fund for the benefit of certain customers of the firm. The Order also requires Morgan Stanley to comply with certain undertakings, including: (1) providing heightened disclosures to customers on its website and in a "Mutual Fund Bill of Rights" regarding the "preferred" programs and the differences between share classes; (2) for those customers that bought Class B shares in amounts of $100,000 or more, offering to convert those customers' Class B shares to A shares; and (3) retaining an independent consultant to conduct a review of, and to provide recommendations concerning, Morgan Stanley's policies and procedures. (Rels. 33-8339; File No. 3-48789; File No. 3-11335; Press Rel. 2003-159) IN THE MATTER OF DAVID MELILLO On November 17, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions (Order) against David P. Melillo (Melillo). The Order is based on the entry of an injunction, and a criminal plea against Melillo in connection with the manipulation of Hollywood Productions, Inc. (Hollywood). Melillo, acting as President of Euro-Atlantic Securities, Inc., (Euro) directed brokers to artificially raise and maintain the price of the securities of Hollywood by making false and materially misleading statements to Euro's customers. Melillo also paid bribes to such brokers who fraudulently marketed Hollywood's securities. In connection with his involvement with Hollywood, Melillo pled guilty to one count to commit securities fraud and one count of money laundering, and was sentenced on July 24, 2003. Melillo was sentenced to six months community detention, followed by six months of house arrest and five years probation. Melillo was ordered to pay restitution of $68 million. See U.S. v. Ilan Arbel, et al., No. 01 CR 917 (ILG). On Oct. 17, 2003, the United States District Court for the Eastern District of New York permanently enjoined Melillo from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, and Rule 101 of Regulation M. See Securities and Exchange Commission v. Ilan Arbel, et al., Civ. 01-5985 (ILG) (Injunction); Based on Melillo's plea in the criminal matter and the Injunction above, the Order bars Melillo from association with any broker or dealer. David P. Melillo consented to the issuance of the Order without admitting or denying any of the findings in the Order. (Rel. 34-48790; File No. 3-11336) SEC SETTLES FRAUD CHARGES AGAINST PROMOTERS OF PRIME BANK SECURITIES FRAUDS, AND ISSUES BAR ORDERS AGAINST THEM On October 28, 2003, the U.S. District Court for the Western District of Virginia entered final judgments against all four defendants in the Commission's "prime bank" case arising from the promotion of certain fraudulent high-yield investment programs to investors in Virginia and elsewhere. The defendants are Lytle E. Foglesong, Thomas Gregory Cook, James H. Malbaff, and a partnership called Malbaff & Cook. Without admitting or denying the allegations of the Commission's complaint, the defendants consented to the entry of final judgments that permanently enjoin them from violating the antifraud and broker-dealer registration provisions of the federal securities laws and order them to disgorge their ill-gotten gains. Certain portions of the disgorgement obligations were waived, and no civil penalties were imposed against the defendants, based on their financial conditions. In related proceedings, the Commission issued administrative orders on November 17, 2003 that bar Fogelsong, Malbaff, and Cook from associating with any broker or dealer in the future. In its complaint in federal court, which it filed on Dec. 19, 2001, the Commission alleged that the defendants fraudulently obtained over $1.1 million by promoting several "high yield" investment programs to over thirty investors, the majority of whom resided in Virginia. According to the complaint, the defendants functioned primarily as finders and brokers, delivering most of the investment proceeds to the operators of the purported programs. The complaint further charged that, during the course of soliciting investors, the defendants made numerous material misrepresentations concerning, among other things, the views of the Commission, the Federal Reserve and other agencies on the investment programs, their own due diligence with respect to the legitimacy of the programs, the programs' safety, and the use of investors' funds. Finally, the complaint alleged that the defendants each participated in an extensive lulling campaign once they knew that the investors' funds had been misappropriated (See Securities and Exchange Commission v. Lytle E. Foglesong, Thomas Gregory Cook, James H. Malbaff, and Malbaff & Cook, Civil Action No. 5:01CV00104 W.D. Va.; Lit. Rel. No. 17281/December 19, 2001). The court's final judgments permanently enjoin each of the defendants from violating Section 17(a) of the Securities Act of 1933 (Securities Act), Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 (Exchange Act), and Exchange Act Rule 10b-5. In addition, Malbaff, Cook, and Malbaff & Cook were jointly and severally ordered to disgorge $825,000 in ill-gotten gains plus prejudgment interest; however, due to their financial condition, no civil penalty was imposed against them, and their disgorgement obligation was waived to the extent it exceeds their outstanding and renewed obligation to make payments totaling $377,000 (plus post-judgment interest) under a Settlement Order entered against them by the Virginia State Corporation Commission's Division of Securities and Retail Franchising. Fogelsong was ordered to disgorge $1,125,000 in ill-gotten gains plus prejudgment interest, but that obligation was waived, and no civil penalty was imposed, based on his financial condition. The above-described final judgments and bar orders conclude this litigation. Related federal criminal proceedings remain pending as to Foglesong, Cook, and Malbaff in the United States District Court for the Western District of Virginia. [For related cases, see also Lit. Rel. Nos. 17908/Dec. 20, 2002 and 17909/Dec. 23, 2002; for further information regarding "prime bank" fraud in general, see the SEC's Homepage at http://www.sec.gov/divisions/enforce/primebank.shtml]. [SEC v. Lytle E. Foglesong, Thomas Gregory Cook, James H. Malbaff and Malbaff & Cook, No. 5:01CV00104 (Wilson, C.J.) (U.S.D.C., W.D. Va.)] (LR-18462); Administrative Proceedings - (Foglesong - Rel. 34-48792, File No. 3- 11337; Malbaff - Rel. 34-48793, File No. 3-11338; Cook - Rel. 34-48794, File No. 3-11339) ARIZONA WOMAN INDICTED IN PUMP AND DUMP INVESTMENT SCHEME On Oct. 22, 2003, the U.S. Attorney for the District of Arizona announced that a federal grand jury had returned an indictment of Jeanette B. Wilcher, a resident of Scottsdale, Arizona, charging her with intentionally defrauding investors out of more than $3 million dollars in connection with a high yield investment scheme and charging her with wire fraud for her role in a "pump and dump" scheme involving the stock of Hitsgalore.com, Inc. The indictment charges Wilcher with eight counts of wire fraud and six counts of money laundering. Hitsgalore was a publicly traded Internet company located in Rancho Cucamonga, California, that maintained a website providing an Internet search engine and leasing advertising space to consumers. On Nov. 28, 2001, the Commission filed an action against Wilcher and Life Foundation Trust along with Hitsgalore and its former president, Stephen J. Bradford. The complaint charged Hitsgalore and Bradford with fraud in connection with several press releases issued by the company between April 16 and May 10, 1999, that contained false and misleading statements about a purported investment in Hitsgalore by Life Foundation Trust. The fraudulent press releases caused a dramatic rise in the price of Hitsgalore's stock, quoted on the OTCBB, from $6.3125 to a high of $20.125. The complaint also charged Life Foundation Trust, a Scottsdale, Arizona, for-profit trust, and its trustee Wilcher, with aiding and abetting Hitsgalore's fraud and illegally selling Hitsgalore stock. The Commission settled its claims against Bradford and Hitsgalore. On July 29, 2002, the Honorable Gary L. Taylor, U.S. District Judge for the Central District of California, granted summary judgment in favor of the Commission against Life Foundation Trust and Wilcher. Among other relief, the Court held Life Foundation Trust and Wilcher jointly liable for disgorgement of the $1,024,418.50 that Life Foundation Trust made in profits on the illegal sale of Hitsgalore stock; ordered Life Foundation Trust to pay a civil penalty of $1,024,418.50; and ordered Wilcher to pay a civil penalty of $110,000. The Commission applied for a contempt order after Wilcher and Life Foundation Trust failed to pay the ordered disgorgement. On March 24, 2003, the Court held Life Foundation Trust and Wilcher in civil contempt for their failure to pay disgorgement. The March 24 Order required that Wilcher be incarcerated and forced to surrender her passport for failure to disgorge the illegal profits, and required Life Foundation Trust to pay an escalating daily fine of $1,000, doubling every day thereafter until Life Foundation Trust pays the ordered disgorgement. Wilcher and Life Foundation Trust have not complied with the March 24 Order. Wilcher remains incarcerated awaiting trial in the criminal proceeding. [SEC v. Hitsgalore.com, Inc., Stephen J. Bradford, Life Foundation Trust and Jeanette B. Wilcher, Civil Action No. 01-CV-1133 GLT (ANx) (C.D. Cal.)]; [U.S. v. Jeanette B. Wilcher, Case No. CR03-1098 PHX EHC (D. Ar.)] (LR-18455) COMMISSION OBTAINS TEMPORARY RESTRAINING ORDER AND ASSET FREEZE AGAINST NEW HAMPSHIRE RESIDENT IN CONNECTION WITH FRAUDULENT INVESTMENT SCHEMES The Commission announced today that it has obtained a temporary restraining order, asset freeze, and other emergency relief in a civil fraud action filed against Koji Goto, a Japanese citizen who resides in Bedford, New Hampshire. The Commission's complaint, filed in New Hampshire federal district court, alleges that Goto perpetrated two fraudulent investment schemes beginning in 2002, and has misappropriated approximately $5 million from investors. The Commission also obtained an asset freeze against Goto's wife, Shaleen Cassily, concerning her receipt of some proceeds of Goto's fraud. According to the Commission's complaint, in the first scheme, Goto made fraudulent misrepresentations to obtain investments in a Boston, Massachusetts-based hedge fund. Among other things, the complaint alleges that Goto falsely stated to investors that he had previously managed a portfolio of client assets totaling between $250 and $300 million, that he would personally invest between $6 and $7 million in the hedge fund, that the hedge fund was profitable, and that he made investment decisions on behalf of the hedge fund. According to the complaint, at least 10 investors gave money to Goto to invest in the hedge fund, but instead of placing investor funds in the hedge fund, Goto diverted the funds to bank accounts controlled by him for his own personal gain. The complaint alleges that in the second scheme, Goto again made fraudulent misrepresentations to obtain investments in a purported hot dog stand vending business. Among other things, the complaint alleges that Goto falsely stated to investors that he had an exclusive contract to manage hot dog vending stands at Home Depot stores throughout the United States and that investors should expect a minimum return of 500% after two or three years. According to the complaint, at least 5 investors gave money to Goto to invest in this scheme, and again, instead of investing the funds in the business, Goto diverted those funds to bank accounts controlled by him for his own personal gain. The Commission alleged in its complaint that Goto violated Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities and Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission also named as a relief defendant Goto's wife, Shaleen Cassily. The complaint alleges that Goto transferred at least $1.4 million of investor funds to a brokerage account in the name of Cassily, and that Goto and Cassily transferred their joint ownership interest in a Bedford, New Hampshire house worth millions of dollars to Cassily as sole owner. The Commission asked the court to enter emergency relief against Goto on the grounds that his fraud is ongoing because he continues to hold investors funds, and as recently as November 12, 2003, has been contacting investors in an attempt to obstruct the investigation into his conduct. The Commission obtained entry of an order temporarily restraining Goto from directly or indirectly continuing to violate the federal securities laws, and an asset freeze against Goto and Cassily. The court also granted other emergency relief, including repatriation of all assets obtained from investors that may presently be located outside of the United States, an order prohibiting the destruction of relevant documents, and an accounting to identify, among other things, all assets of Goto or Cassily over $1,000 in value and all transfers of assets by Goto or Cassily over $1,000 in value. The hearing on the Commission's motion for a preliminary injunction is scheduled for Dec. 3, 2003. The Commission acknowledges the assistance of the New Hampshire Attorney General's Office in its investigation. On Nov. 13, 2003, the New Hampshire Attorney General's Office arrested Goto on related criminal charges. [SEC v. Koji Goto, USDC for the District of New Hampshire, C.A. No. 03-490-JD] (LR-18456) FINAL JUDGMENT SETTING DISGORGEMENT AND IMPOSING CIVIL PENALTIES AGAINST DEFENDANTS JEAN LECLERCQ, KIP MARSIQUE AND FREDERICK SHAPIRO The Commission announced that on Oct. 29, 2003, the U.S. District Court for the Southern District of Florida entered a Final Judgment Setting Disgorgement and Imposing Civil Penalties (Final Judgment), against Defendants Jean Leclercq (Leclercq), Kip Marsique (Marsique) and Frederick Shapiro (Shapiro). The Final Judgment stems from their conduct in a fraudulent unregistered securities offering to raise investor funds for Starcash, Inc. (Starcash), a purported payday advance loan business. The Final Judgment orders Leclercq, Marsique and Shapiro to jointly and severally pay $6,729,584 in disgorgement and $443,108.78 in prejudgment interest. It also orders Leclercq, Marsique and Shapiro to each pay $120,000 in civil penalties. The Final Judgment also provides for the dismissal of disgorgement and civil penalties against Defendants Starcash, and Infinity Consulting Services, Inc., and dismissal of disgorgement against Relief Defendants Starcash Consulting Inc., Starcash Industries, Inc., and Starcash Media, Inc. All of the corporate defendants and relief defendants are in receivership. [SEC v. Starcash, Inc., et al., Case No. 02-80456-CIV-MIDDLEBROKS (USDC/SD FL)] (LR-18457) SEC CHARGES ENRICO CORTESANO WITH FRAUD On November 14, the Commission filed a complaint alleging securities fraud against Enrico Cortesano (Cortesano), a recidivist securities law violator who is the subject of a cease-and-desist Order issued by the Commission in 2001. The Commission's complaint alleges that from at least November 2001 to January 2003, Cortesano engaged in an Internet prime bank offering through a website that offered bank debenture trading programs. According to the Commission's complaint, the website described these programs as "the buying and selling of bank debentures within the international money markets by the top 100 world banks." The Commission's complaint alleges that these investments do not exist, and that many of the misrepresentations are similar to the fraudulent conduct detailed in a cease-and-desist Order issued by the Commission in 2001 against Cortesano. The Commission's complaint seeks a permanent injunction and civil money penalties against Cortesano based on his violations of Sections 5(c), 17(a)(1) and 17(a)(3) of the Securities Act of 1933, and seeks an Order requiring him to comply with the 2001 cease-and-desist Order. [SEC v. Enrico Cortesano, Case No.03-62039-CIV-Altonaga, S.D. Fla.] (LR-18458) SEC PREVAILS IN INSIDER TRADING BENCH TRIAL On November 13, David Chang was ordered to disgorge his illegal trading profits and to pay a penalty, after the court found him liable for fraud based on insider trading and tipping. The court's order in SEC v. David Chang (N.D. Cal.) followed a bench trial held on October 21 and 22, 2003. The Court found that Chang purchased 2,000 shares of the securities of NVIDIA Corporation, his former employer, on the basis of material and nonpublic information he received in an e-mail from NVIDIA's president and CEO regarding NVIDIA's award of a contract by Microsoft Corporation to build a custom chip for the X-Box game console. The Court further found that Chang tipped another person to purchase NVIDIA shares, after Chang received another e-mail telling employees to "keep the xbox news quiet." The order enjoins Chang from violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and orders Chang to disgorge $66,000, to pay prejudgment interest, and to pay a $50,000 civil penalty. [SEC v. David Chang (Case No. C-01-21071 JW) ND Cal.] (LR-18459) ASSOCIATE OF FORMER CONNECTICUT STATE TREASURER FOUND GUILTY IN CRIMINAL CASE RELATED TO SEC ENFORCEMENT ACTION The Commission announced today that, on Oct. 29, 2003, Ben F. Andrews, a purported consultant for Landmark Partners, Inc., a Connecticut investment firm, was found guilty by a jury in a criminal trial prosecuted by the Connecticut U.S. Attorney, for his role in an alleged fraudulent scheme involving the former Connecticut State Treasurer's investment of state pension fund money with private equity firms, including Landmark, in exchange for the firms' agreement to pay lucrative fees to the Treasurer's friends and associates. The jury found Andrews guilty of various charges, including bribery concerning programs receiving federal funds, conspiracy to launder money, and mail and wire fraud concerning theft of honest services. Andrews is scheduled to be sentenced on Jan. 16, 2004. The criminal action was based on conduct similar to that alleged in a complaint filed by the Commission on Oct. 10, 2000. The complaint alleged that, in return for investing $150 million of state pension funds with Landmark in 1998, the then Connecticut State Treasurer, Paul J. Silvester, solicited and Landmark agreed to pay $1.5 million in finder's fees to Andrews, a Silvester associate. The complaint further alleged that Andrews agreed to kick back part of the finder's fee to Silvester using another friend of Silvester, Christopher A. Stack, as an intermediary. Silvester, Stack (and his entity, KCATS), Landmark and its chairman, Stanley F. Alfeld, and three other parties (Triumph Capital Group, Inc.; Frederick W. McCarthy; and Lisa A. Thiesfield) previously settled with the Commission in this matter. The Commission's case remains pending against three additional defendants: Andrews, Charles B. Spadoni; and Jerome L. Wilson. See Litigation Release No. 18460. For further information, please see Litigation Release Numbers 18436 (Oct. 30, 2003), 16834 (Dec. 19, 2000), and 16759 (Oct. 10, 2000). [SEC v. Paul J. Silvester, et al., USDC for the District of Connecticut, Civil Action No. 3:00 CV 1941 SRU]; [U.S. v. Ben F. Andrews, USDC for the District of Connecticut, Criminal Action No. 3:00 CR 217 (EBB)] (LR-18460) TRIUMPH CAPITAL GROUP, INC. AND FREDERICK MCCARTHY SETTLE SEC FRAUD CHARGES. TRIUMPH AND CHARLES SPADONI FOUND GUILTY BY JURY IN CRIMINAL ACTION, AND MCCARTHY PLEADS GUILTY TO CRIMINAL CHARGES The Commission announced today that on Oct. 28, 2003, the Connecticut federal district court entered final judgments by consent in a fraud action filed by the Commission against Triumph Capital Group, Inc., an investment firm headquartered in Boston, Massachusetts, and its chairman, Frederick W. McCarthy. The Commission's charges against Triumph and McCarthy arose out of an alleged fraudulent scheme involving the former Connecticut State Treasurer's investment of state pension fund money with private equity firms, including Triumph, in exchange for the firms' agreement to pay lucrative fees to the Treasurer's friends and associates. In a complaint filed against eleven defendants in the U.S. District Court for the District of Connecticut on Oct. 10, 2000, the Commission alleged that Paul J. Silvester, the former Treasurer of the State of Connecticut, agreed to invest $200 million of state pension funds with Triumph in November 1998. The complaint alleged that in return, Triumph, through its chairman McCarthy and its general counsel Charles B. Spadoni, agreed to provide $1 million consulting contracts to Silvester's friends, Christopher A. Stack and Lisa A. Thiesfield. The Commission's complaint alleged that Triumph and McCarthy violated their fiduciary duty to the state pension fund by failing to disclose the alleged quid pro quo arrangement. Triumph and McCarthy, without admitting or denying the allegations contained in the Commission's complaint, consented to the entry of final judgments against them. Triumph agreed to the entry of a permanent injunction against future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. McCarthy agreed to a permanent injunction against future violations of the same provisions, a civil penalty of $110,000, and a permanent bar from serving as an officer or director of any publicly-traded company. On July 16, 2003, Triumph and Spadoni were found guilty by a jury in a related criminal trial for their roles in this matter. The jury found Triumph and Spadoni guilty of various charges, including racketeering and racketeering conspiracy concerning acts of bribery and obstruction of justice, theft/bribery concerning programs receiving federal funds, and wire fraud/theft of honest services. On Sept. 4, 2003, McCarthy pleaded guilty to criminal charges for his role in this matter. McCarthy pleaded guilty to one charge of corruptly rewarding a public official. Under McCarthy's plea agreement, he may pay a criminal penalty of between $4,000-$40,000 and may be sentenced to between 15-21 months in prison. Silvester, Stack (and his entity, KCATS), Thiesfield and two other parties (Landmark Partners, Inc. and its chairman, Stanley F. Alfeld) previously settled with the Commission in this matter. The Commission's case remains pending against three additional defendants: Spadoni; Ben F. Andrews, Jr.; and Jerome L. Wilson. See Litigation Release No. 18461. For further information, please see Litigation Release Numbers 18436 (Oct. 30, 2003), 16834 (Dec. 19, 2000), and 16759 (Oct. 10, 2000). [SEC v. Paul J. Silvester, et al., USDC for the District of Connecticut, Civil Action No. 3:00 CV 1941 SRU]; [U.S. v. Triumph Capital Group, et al., USDC for the District of Connecticut, Criminal Action No. 3:00 CR 217 (EBB)] (LR-18461) MILDRED MILLER SENTENCED IN CONNECTION WITH $5 MILLION FINANCIAL FRAUD AT HPSC, INC. SUBSIDIARY The Commission announced that on November 6, Mildred K. Miller was sentenced to 60 months imprisonment and ordered to pay more than $4.7 million in connection with criminal charges brought by the United States Attorney for the District of Connecticut. On March 7, 2003, Miller, age 54, of West Hartford, Connecticut, pleaded guilty to one count of wire fraud in violation of 18 U.S.C. 1343 for her role in a financial fraud perpetrated at a American Commercial Financial Corporation (ACFC), a wholly-owned subsidiary of Boston-based HPSC, Inc. In a related civil enforcement action, the Commission alleged that Miller improperly received more than $4.7 million in connection with a financial fraud perpetrated by Kevin J. Morrison, also of West Hartford, Connecticut. According to the Complaint, between 1997 and May 2002, Morrison, the former executive vice president of ACFC, improperly diverted more than $4.7 million of corporate assets to Miller, a purported ACFC factoring customer. Morrison attempted to conceal his embezzlement by regularly providing fictitious financial reports, which were incorporated in the parent company's Forms 10-K and Forms 10-Q filed with the Commission for the periods ended Dec. 31, 1997, through March 31, 2002, causing HPSC to materially overstate its net income and earnings per share by between 4% and 112% during the affected filing periods. On Feb. 13, 2003, the Commission obtained a default judgment against Miller. The court ordered Miller to pay disgorgement of $4,782,381.26, plus prejudgment interest thereon of $189,813.63. On Nov. 21, 2002, in a separate criminal action, Morrison pleaded guilty for his role in the fraudulent scheme before Judge Hall to one count of wire fraud in violation of 18 U.S.C. 1343. On March 31, 2003, Morrison was sentenced to serve 16 months in prison and ordered to pay restitution of more than $4.7 million. For further information see LR- 17921, 17686. [SEC v. Kevin J. Morrison, et al., Civ. A. No. 02-11647- MLW (D. Mass.)] (LR-18463; AAE Rel. 1914) COMMISSION FILES ACCOUNTING FRAUD CHARGES AGAINST SCHICK TECHNOLOGIES, INC., DAVID SCHICK AND FRED LEVINE The Commission announced today that on November 14 it filed an enforcement action in the U.S. District Court for the Eastern District of New York against Schick Technologies, Inc. (STI), a manufacturer of dental and medical devices in Long Island City, New York; David B. Schick (Schick), STI's founder, CEO and Chairman; and Fred Levine (Levine), STI's former Director and Vice President of Sales and Marketing. The Commission's complaint in Securities and Exchange Commission v. Schick Technologies, Inc., David B. Schick and Fred Levine, 03 Civ. 5766-CBA (E.D.N.Y.), charges the defendants with fraud, and books and records and reporting violations for artificially inflating STI's reported revenue for the first three quarters of STI's fiscal year 1999, and then covering up the fraud by lying to STI's outside auditors. The complaint alleges that STI improperly booked and reported revenue from sales practices including end of quarter shipments to warehouses, consignment sales, and merchandise shipped to customers pursuant to two loaner programs where the customer accepted the product on a trial basis with no obligation to purchase the product. The defendants also failed to account properly for massive product returns and to establish sufficient sales reserves. As a result of the fraud, which led to two restatements, STI materially overstated its reported revenue for the June, September and December quarters of 1998. The complaint alleges that Schick and Levine knew of or recklessly disregarded the fraudulent practices and deception, and were responsible for STI's improper recording and reporting of the inflated revenue and income. The complaint further alleges as to the defendants: ú STI is a Delaware company whose common stock traded on the NASDAQ from STI's initial public offering in July 1997 until September 1999 when it was delisted, and was quoted in the National Quotation Bureau's "pink sheets" until January 2002. Since then, STI's common stock has traded on the OTC Bulletin Board. STI's primary products during the relevant period were the CDR computed dental radiography dental imaging system that produces dental x- ray images on a computer monitor rather than on conventional x-ray film, and the accuDEXA bone densitometer that assesses bone mineral density and fracture risk. ú Schick has been STI's CEO and Chairman since he founded the Company in 1992. He was also the President of the Company from 1992 until 1999. During the relevant period, STI's accounting decisions and practices were made and controlled by Schick. He also signed each of the materially false and misleading quarterly reports at issue. ú Levine, who joined STI in 1995, became the Vice President of Sales and Marketing in 1997 in charge of all product sales, and a Director in 1998. He was terminated in August 1999. The Commission's complaint charges that all defendants violated Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b- 5 and charges, in the alternative, that Levine aided and abetted these violations. The Complaint charges that STI violated Sections 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20 and 13a-13; that Schick is liable for STI's violations as a control person of STI; that Schick and Levine also aided and abetted STI's reporting violations; and that Schick and Levine violated or aided and abetted violations of Section 13(b)(5) of the Exchange Act and Rules 13b2-1 and 13b2-2. The Commission seeks a permanent injunction against all defendants, civil penalties and a permanent officer and director bar against Schick and Levine, and disgorgement of ill-gotten gains. [SEC v. Schick Technologies, Inc., David B. Schick and Fred Levine, 03 Civ. 5766-CBA (E.D.N.Y.)] (LR-18464; AAE Rel. 1915) HOLDING COMPANY ACT RELEASES ALLEGHENY ENERGY INC. A notice has been issued giving interested persons until Dec. 8, 2003, to request a hearing on a proposal by Allegheny Energy Inc., a registered holding company, and Allegheny Energy Supply Company LLC, a registered holding company and public utility company subsidiary of Allegheny, that the Commission grant them authority through Dec. 31, 2004, to continue using revised financing conditions authorized in previous orders and grant AE Supply authority to continue paying dividends out of capital or unearned surplus to Allegheny. (Rel. 35- 27762) SELF-REGULATORY ORGANIZATIONS DELISTINGS GRANTED An order has been issued granting the application of the Philadelphia Stock Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting underlying securities of Dreyer's Grand Ice Cream Holdings, Inc. (QKF/QDF/DRYR), effective at the opening of business on November 17. (Rel. 34-48784) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of Championship Auto Racing Teams, Inc., effective at the opening of business on November 17. (Rel. 34-48785) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the American Depositary Shares (each representing 0.1 registered share) of Centerpulse Ltd., effective at the opening of business on November 17. (Rel. 34-48786) 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 ADA-ES INC, 187,310 ($477,640.50) Equity, (File 333-110479 - Nov. 14) (BR. 02) S-8 ICOWORKS INC, 1111 WEST GEORGIA STREET, SUITE 1700, VANCOUVER, A1, V6E4M3, 604-681-1754 - 2,500,000 ($832,500.00) Equity, (File 333-110481 - Nov. 14) (BR. 09) S-4 ATLANTIC COAST ENTERTAINMENT HOLDINGS INC, C/O SANDS HOTEL & CASINO, INDIANA AVE & BRIGHTON PARK, ATLANTIC CITY, NJ, 08401, 6094414000 - 0 ($31,057,510.44) Equity, (File 333-110484 - Nov. 14) (BR. 08) S-4 ATLANTIC COAST ENTERTAINMENT HOLDINGS INC, C/O SANDS HOTEL & CASINO, INDIANA AVE & BRIGHTON PARK, ATLANTIC CITY, NJ, 08401, 6094414000 - 0 ($110,000,000.00) Equity, (File 333-110485 - Nov. 14) (BR. 08) F-3 TOWER SEMICONDUCTOR LTD, RAMAT GAVRIEL, P O BOX 619, MIGDAL HAEMEK 23105, L3, 97246506611 - 13,800,000 ($95,910,000.00) Equity, (File 333-110486 - Nov. 14) (BR. 36) S-3 CHEVRONTEXACO CORP, 6001 BOLLINGER CANYON ROAD, SAN RAMON, CA, 94583, 925-842-1000 - 0 ($3,000,000,000.00) Other, (File 333-110487 - Nov. 14) (BR. 04) S-3 UNITED MORTGAGE TRUST, 5740 PROSPECT, SUITE 1000, DALLAS, TX, 75206, 2142379305 - 511,000 ($10,220,000.00) Equity, (File 333-110488 - Nov. 14) (BR. 08) S-8 ASB HOLDING CO, 365 BROAD STREET, BLOOMFIELD, NJ, 07003, 9737483600 - 39,100 ($660,008.00) Equity, (File 333-110489 - Nov. 14) (BR. 07) S-3 ROPER INDUSTRIES INC /DE/, 2160 SATELLITE BLVD, SUITE 200, DULUTH, GA, 30097, 7704955100 - 450,000,000 ($450,000,000.00) Other, (File 333-110491 - Nov. 14) (BR. 36) S-8 LASERSCOPE, 4089430636 - 400,000 ($4,770,000.00) Equity, (File 333-110492 - Nov. 14) (BR. 36) S-3 GENEREX BIOTECHNOLOGY CORP, 33 HARBOUR SQ, STE 202, TORONTO ONTARIO CANADA, A1, M5J 2G2, 4163642551 - 3,859,974 ($6,600,555.00) Equity, (File 333-110493 - Nov. 14) (BR. 01) S-8 EXXON MOBIL CORP, 5959 LAS COLINAS BLVD, IRVING, TX, 75039-2298, 9724441000 - 50,000,000 ($1,782,500,000.00) Equity, (File 333-110494 - Nov. 14) (BR. 04) F-3 TSAKOS ENERGY NAVIGATION LTD, 367 SYNGROU AVENUE, ATHENS, J3, 00000, 0 ($150,000,000.00) Other, (File 333-110495 - Nov. 14) (BR. ) S-8 DIGITAL IMPACT INC /DE/, 177 BOVER ROAD SUITE 200, SAN MATEO, CA, 94402, 6503563404 - 657,673 ($1,611,299.00) Equity, (File 333-110496 - Nov. 14) (BR. 08) S-8 JDS UNIPHASE CORP /CA/, 1768 AUTOMATION PARKWAY, SAN JOSE, CA, 95131, 4085465000 - 140,000,000 ($482,720.00) Equity, (File 333-110497 - Nov. 14) (BR. 36) S-4 SOUTHERN POWER CO, 600 N 18TH ST., BIRMINGHAM, AL, 35291, 4045067146 - 575,000,000 ($575,000,000.00) Non-Convertible Debt, (File 333-110498 - Nov. 14) (BR. 02) S-3 PRINCIPAL FINANCIAL GROUP INC, 711 HIGH STREET, DES MOINES, IA, 50392, 5152475111 - 4,000,000,000 ($4,000,000,000.00) Non-Convertible Debt, (File 333-110499 - Nov. 14) (BR. 01) S-8 AMCOL INTERNATIONAL CORP, 1500 W SHURE DR, ARLINGTON HEIGHTS, IL, 60004-7803, 8473948730 - 1,000,000 ($14,425,000.00) Equity, (File 333-110500 - Nov. 14) (BR. 04) S-2 VOXWARE INC, 168 FRANKLIN CORNER RD, LAWRENCEVILLE, NJ, 08648, 6095144100 - 552,883,274 ($81,550,283.00) Equity, (File 333-110501 - Nov. 14) (BR. 03) S-8 ANTHEM INC, 120 MONUMENT CIRCLE, INDIANAPOLIS, IN, 46204, 3174886000 - 0 ($851,565,000.00) Equity, (File 333-110503 - Nov. 14) (BR. 01) S-4 CHANGE TECHNOLOGY PARTNERS INC, 537 STEAMBOAT ROAD, GREENWICH, CT, 06830, 2036616942 - 0 ($1,858.00) Equity, (File 333-110504 - Nov. 14) (BR. 03) S-4 SEMINIS VEGETABLE SEEDS INC, 2700 CAMINO DEL SOL, OXNARD, CA, 93030-7967, 190,000,000 ($190,000,000.00) Non-Convertible Debt, (File 333-110506 - Nov. 14) (BR. 04) S-3 BISYS GROUP INC, 90 PARK AVENUE 10TH FLOOR, NEW YORK, NY, 10016, 2129076000 - 0 ($40,161,745.00) Equity, (File 333-110507 - Nov. 14) (BR. 07) S-8 ROANOKE TECHNOLOGY CORP, 539 BECKER DRIVE, ROANOKE RAPIDS, NC, 27870, 2525379222 - 128,000,000 ($512,000.00) Equity, (File 333-110508 - Nov. 14) (BR. 08) S-3 PATH 1 NETWORK TECHNOLOGIES INC, 6215 FERRIS SQUARE, SUITE 140, SAN DIEGO, CA, 92121, 8584504220 - 0 ($6,064,617.00) Equity, (File 333-110509 - Nov. 14) (BR. 37) S-3 PATH 1 NETWORK TECHNOLOGIES INC, 6215 FERRIS SQUARE, SUITE 140, SAN DIEGO, CA, 92121, 8584504220 - 0 ($16,470,000.00) Equity, (File 333-110510 - Nov. 14) (BR. 37) N-2 SALOMON BROTHERS EQUITY & INCOME FUND INC, 0 ($20,000.00) Equity, (File 333-110512 - Nov. 14) (BR. 16) S-1 TRW AUTOMOTIVE HOLDINGS CORP, 0 ($350,000,000.00) Equity, (File 333-110513 - Nov. 14) (BR. ) S-3 HAYES LEMMERZ INTERNATIONAL INC, 15300 CENTENNIAL DRIVE, NORTHVILLE, MI, 48167, 7347375084 - 0 ($202,818,600.00) Equity, (File 333-110514 - Nov. 14) (BR. 05) S-3 PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, THE BELLEVUE, 200 S BROAD STREET, PHILADELPHIA, PA, 19102, 2155429250 - 0 ($500,000,000.00) Other, (File 333-110515 - Nov. 14) (BR. 08) S-8 WEBMD CORP /NEW/, RIVER DRIVE CENTER 2, 669 RIVER DR, ELMWOOD PARK, NJ, 07407, 4088765000 - 14,100 ($136,382,145.00) Equity, (File 333-110516 - Nov. 14) (BR. 03) S-8 GENITOPE CORP, 525 PENOBSCOT DR, REDWOOD CITY, CA, 94063, 6504822000 - 0 ($31,548,410.00) Equity, (File 333-110517 - Nov. 14) (BR. 01) S-3 MATRITECH INC/DE/, 330 NEVADA ST, NEWTON, MA, 02160, 6176616660 - 0 ($12,533,398.00) Equity, (File 333-110518 - Nov. 14) (BR. 01) S-4 SAFENET INC, 8029 CORPORATE DRIVE, BALTIMORE, MD, 21236, 4109317500 - 0 ($414,211,328.00) Equity, (File 333-110520 - Nov. 14) (BR. 37) S-8 CLUBCORP INC, 3030 LBJ FREEWAY, STE 500, DALLAS, TX, 75234, 9722436191 - 436,861 ($1,909,082.57) Equity, (File 333-110521 - Nov. 14) (BR. 05) S-8 ROXIO INC, 461 S MILPITAS BLVD, MILPITAS, CA, 95035, 4089572553 - 0 ($9,855,000.00) Equity, (File 333-110522 - Nov. 14) (BR. 03) S-8 FIRST MARBLEHEAD CORP, 30 LITTLE HARBOR, MARBLEHEAD, MA, 01945, 7816392000 - 0 ($165,479,577.60) Equity, (File 333-110523 - Nov. 14) (BR. 07) S-4 UNIONBANCAL CORP, 400 CALIFORNIA STREET, SAN FRANCISCO, CA, 94104-1476, 4157652969 - 0 ($136,411,173.00) Other, (File 333-110524 - Nov. 14) (BR. 07) S-8 GENAISSANCE PHARMACEUTICALS INC, FIVE SCIENCE PARK, NEW HAVEN, CT, 06511, 2037731450 - 0 ($1,415,000.00) Equity, (File 333-110525 - Nov. 14) (BR. 01) S-8 ATLAS MINERALS INC, 10920 W. ALAMEDA AVENUE, SUITE 205, LAKEWOOD, CO, 80226, 3033060823 - 800,000 ($352,000.00) Equity, (File 333-110526 - Nov. 14) (BR. 04) S-3 JDS UNIPHASE CORP /CA/, 1768 AUTOMATION PARKWAY, SAN JOSE, CA, 95131, 4085465000 - 0 ($475,000,000.00) Debt Convertible into Equity, (File 333-110527 - Nov. 14) (BR. 36) S-1 ANADYS PHARMACEUTICALS INC, 9050 CAMINO SANTA FE, SAN DIEGO, CA, 92121, 8585303600 - 0 ($86,250,000.00) Equity, (File 333-110528 - Nov. 14) (BR. ) S-3 CARRIER ACCESS CORP, 5395 PEARL PARKWAY, BOULDER, CO, 80301, 3034425455 - 6,900,000 ($75,693,000.00) Equity, (File 333-110529 - Nov. 14) (BR. 37) S-3 GENAISSANCE PHARMACEUTICALS INC, FIVE SCIENCE PARK, NEW HAVEN, CT, 06511, 2037731450 - 0 ($13,018,000.00) Equity, (File 333-110530 - Nov. 14) (BR. 01) S-4 NORCROSS SAFETY PRODUCTS LLC, 2211 YORK ROAD, SUITE 215, OAK BROOK, IL, 60521, 6305725715 - 0 ($152,500,000.00) Non-Convertible Debt, (File 333-110531 - Nov. 14) (BR. ) S-3 VASCO DATA SECURITY INTERNATIONAL INC, 1901 SOUTH MYERS ROAD, SUITE 210, OAKBROOK TERRACE, IL, 60181, 6309328844 - 2,000,000 ($4,800,000.00) Equity, (File 333-110532 - Nov. 14) (BR. 03) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ 99 CENT STUFF INC FL X X 11/14/03 ABLEAUCTIONS COM INC FL X X 11/14/03 ACCESSITY CORP NY X X 11/11/03 ACTRADE FINANCIAL TECHNOLOGIES LTD DE X X 11/14/03 AEGIS COMMUNICATIONS GROUP INC DE X X 11/13/03 AEP INDUSTRIES INC DE X 11/14/03 AGL RESOURCES INC GA X X 09/23/03 AMEND ALBERTSONS INC /DE/ DE X 11/13/03 ALLSTATE CORP DE X X 11/11/03 ALTEON INC /DE DE X X 11/13/03 AMERICAN BANK NOTE HOLOGRAPHICS INC DE X X 11/13/03 AMERICAN BUILDING CONTROL INC DE X 11/14/03 AMERICAN EAGLE OUTFITTERS INC DE X X 11/13/03 AMERICAN HONDA RECEIVABLES CORP HONDA CA X X 11/13/03 AMERICAN INSURED MORTGAGE INVESTORS CA X X 09/30/03 AMERICAN PHYSICIANS CAPITAL INC MI X 11/12/03 AMEND AMERICAN UNITED GLOBAL INC DE X 11/14/03 AMEND AMPEX CORP /DE/ DE X X 11/13/03 ANNUITY & LIFE RE HOLDINGS LTD X X 11/13/03 APPLIED DIGITAL SOLUTIONS INC MO X X 11/14/03 APPLIED DIGITAL SOLUTIONS INC MO X X 11/12/03 APPLIED MICROSYSTEMS CORP /WA/ WA X X X X 11/10/03 AQUENTIUM INC DE X 10/29/03 ARBIOS SYSTEMS INC NV X X X 10/30/03 ARGAN INC DE X X 10/31/03 ARIAD PHARMACEUTICALS INC DE X X 11/14/03 ARIAD PHARMACEUTICALS INC DE X X 11/14/03 ASPENBIO INC CO X X 11/14/03 ASSISTED LIVING CONCEPTS INC NV X X 11/13/03 ASYST TECHNOLOGIES INC /CA/ CA X 11/12/03 ATRIUM COMPANIES INC DE X X 11/14/03 AUSPEX SYSTEMS INC DE X X 11/13/03 AUTOIMMUNE INC DE X 11/11/03 AVI BIOPHARMA INC OR X X X 11/14/03 BAKER MICHAEL CORP PA X X 11/13/03 BALLANTYNE OF OMAHA INC DE X X 11/14/03 BANNER HOLDING CORP FL X 11/03/03 BEAR STEARNS ASSET BACKED CERTS SERIE DE X 10/14/03 BERKELEY TECHNOLOGY LTD X 09/30/03 BERKSHIRE INCOME REALTY INC X X 10/30/03 BGR CORP NV X X X 11/14/03 BIOMODA INC/NM X X 11/12/03 BIOMODA INC/NM X 11/12/03 BIW LTD CT X X 10/31/03 BONTEX INC VA X X 09/17/03 AMEND BRANDAID MARKETING CORP DE X 09/30/03 BRINKS CO VA X 11/14/03 BUCKLE INC NE X 11/13/03 BUSH INDUSTRIES INC DE X X 11/07/03 C COR NET CORP PA X X 11/14/03 C-CHIP TECHNOLOGIES CORP NV X X 11/14/03 CANTERBURY PARK HOLDING CORP MN X X 11/14/03 CANYON RESOURCES CORP DE X X 11/14/03 CAPITAL ONE FUNDING LLC X X 11/05/03 CASCADE FINANCIAL CORP DE X X 11/10/03 CATHAY GENERAL BANCORP DE X 11/10/03 CELLULAR TECHNICAL SERVICES CO INC DE X 11/10/03 CENTEX CONSTRUCTION PRODUCTS INC DE X X 10/20/03 AMEND CENTURY REALTY TRUST IN X 09/30/03 CERBCO INC DE X 11/14/03 CHEESECAKE FACTORY INCORPORATED DE X 11/13/03 CHENIERE ENERGY INC DE X X 11/14/03 CHINA FOOD & BEVERAGE CO NV X X 11/11/03 CHYRON CORP NY X X 11/14/03 CITADEL SECURITY SOFTWARE INC DE X 11/14/03 CITIGROUP INC DE X 10/31/03 CKF BANCORP INC DE X X 11/12/03 CLEAN HARBORS INC MA X 11/14/03 CLICK COMMERCE INC X X 11/14/03 CLICKNSETTLE COM INC DE X 11/14/03 COGNITRONICS CORP NY X X 11/14/03 COLLEGIATE FUNDING SERVICES EDUCATION DE X X 10/31/03 COMFORT SYSTEMS USA INC DE X X 11/12/03 COMMERCE BANCSHARES INC /MO/ MO X 11/14/03 COMMUNITY BANCSHARES INC /DE/ DE X X 11/14/03 COMTEX NEWS NETWORK INC DE X 11/14/03 CONSOLIDATED GRAPHICS INC /TX/ TX X X 11/14/03 CONTINUCARE CORP FL X X 11/13/03 COWLEY TECHNOLOGIES CORP DE X X X X X 09/15/03 AMEND CSX CORP VA X X 11/12/03 CTI GROUP HOLDINGS INC DE X X 11/14/03 CWMBS INC DE X X 11/14/03 CYANOTECH CORP NV X X 11/14/03 DELPHI CORP DE X 11/12/03 DEUTSCHE ALT-A SECURITIES INC X X 11/12/03 DEX MEDIA EAST LLC DE X X 11/11/03 DIAMOND TRIUMPH AUTO GLASS INC DE X X 11/14/03 DIGITAL VIDEO SYSTEMS INC DE X X 11/14/03 DIGITALTHINK INC DE X 11/14/03 DIVINE INC DE X X 10/24/03 DNB FINANCIAL CORP /PA/ PA X X X 11/14/03 DOW JONES & CO INC DE X X 09/30/03 DTE ENERGY CO MI X X 11/14/03 DVI RECEIVABLES CORP VIII DE X X 11/13/03 E CENTIVES INC DE X 11/14/03 EBS LITIGATION LLC DE X 11/14/03 EBS PENSION LLC DE X 11/14/03 EDISON SCHOOLS INC DE X X 11/14/03 EDUCATION CAPITAL I LLC DE X X 11/06/03 EDUCATION FUNDING CAPITAL TRUST I X X 11/03/03 EKNOWLEDGE GROUP INC NV X 11/13/03 ELCOM INTERNATIONAL INC DE X X 10/24/03 AMEND EMERSON RADIO CORP DE X X 11/14/03 ENCORE ACQUISITION CO DE X X 11/13/03 ENERGY CONVERSION DEVICES INC DE X 11/14/03 ENHERENT CORP DE X X 11/12/03 EQUITY ONE INC MD X 11/14/03 ESPEY MFG & ELECTRONICS CORP NY X 11/13/03 EVERLAST WORLDWIDE INC DE X X 11/14/03 EXPEDITORS INTERNATIONAL OF WASHINGTO WA X 11/14/03 EXXON MOBIL CORP NJ X 11/14/03 F5 NETWORKS INC WA X X 11/14/03 FAB INDUSTRIES INC DE X 11/14/03 FAIRCHILD CORP DE X X 11/01/03 FANTATECH INC DE X X 12/04/02 FEDERAL AGRICULTURAL MORTGAGE CORP X X 11/14/03 FEDERAL NATIONAL MORTGAGE ASSOCIATION X 11/13/03 FIBERMARK INC DE X 09/30/03 FINANCIAL ASSET SECURITIES CORP DE X X 11/14/03 FIRST AMERICAN CAPITAL CORP /KS KS X X 09/30/03 FIRST FINANCIAL BANCORP /CA/ CA X X 07/25/03 FIRST KANSAS FINANCIAL CORP KS X X 11/13/03 FIRST KEYSTONE FINANCIAL INC PA X X 11/12/03 FIRST SECURITY BANCORP INC /KY/ KY X X 10/28/03 AMEND FIRST UNION REAL ESTATE EQUITY & MORT OH X X 11/14/03 FIRSTMERIT CORP /OH/ OH X X 11/14/03 FISHER SCIENTIFIC INTERNATIONAL INC DE X X 09/08/03 AMEND FLEXSTEEL INDUSTRIES INC MN X 11/14/03 FLORIDA PUBLIC UTILITIES CO FL X 11/13/03 FMC CORP DE X 11/13/03 FNB CORP \VA\ VA X X 10/24/03 FOG CUTTER CAPITAL GROUP INC MD X X 11/12/03 FOSTER WHEELER LTD D0 X X 11/06/03 FRESH BRANDS INC X 11/13/03 FROZEN FOOD EXPRESS INDUSTRIES INC TX X 11/14/03 FTI CONSULTING INC MD X X 11/03/03 FUEL CENTERS INC NV X X 11/11/03 GENAERA CORP DE X X 11/14/03 GENELABS TECHNOLOGIES INC /CA CA X X 11/14/03 GLOBAL INDUSTRIES LTD LA X 11/13/03 GLOBAL INDUSTRIES LTD LA X 11/14/03 GOLDFIELD CORP DE X 11/14/03 GREENPOINT FINANCIAL CORP DE X X 11/14/03 GS MORTGAGE SEC CORP MORTGAGE PASS TH DE X X 10/30/03 GSL HOLDINGS INC D8 X X 09/15/03 HALLMARK FINANCIAL SERVICES INC NV X X X 11/14/03 HALLWOOD REALTY PARTNERS L P DE X X 11/11/03 HARD ROCK HOTEL INC NV X 10/27/03 HARKEN ENERGY CORP DE X X 11/14/03 HEALTH CARE REIT INC /DE/ DE X 11/12/03 HOLLY CORP DE X X 11/13/03 HORSESHOE GAMING HOLDING CORP DE X X 11/07/03 HOUGHTON MIFFLIN CO MA X X 11/14/03 HOUSEHOLD INTERNATIONAL INC DE X X 11/14/03 HUNGARIAN TELEPHONE & CABLE CORP DE X X 11/14/03 HYPERFEED TECHNOLOGIES INC DE X X 11/14/03 I3 MOBILE INC DE X X 11/12/03 IDACORP INC ID X 11/14/03 IESI CORP DE X X 11/11/03 ILX RESORTS INC AZ X X 11/13/03 IMMUNOMEDICS INC DE X X 11/13/03 IMPERIAL PARKING CORP DE X X 11/10/03 IMPRESO INC DE X 11/05/03 INFINITY INC CO X X 11/14/03 INSITUFORM EAST INC DE X 11/14/03 INTERSTATE LAND INVESTORS II LTD PART NC X X 11/07/03 INVISA INC X 11/07/03 IPEC HOLDINGS INC NV X 11/14/03 IRWIN FINANCIAL CORPORATION IN X X 11/14/03 ISLE OF CAPRI CASINOS INC DE X 10/26/03 ITC DELTACOM INC DE X 11/13/03 ITRONICS INC TX X 11/07/03 JACKSONVILLE BANCORP INC TX X 11/12/03 AMEND JAMES CABLE PARTNERS LP /DE/ DE X 11/14/03 JAMESON INNS INC GA X X 11/14/03 K&F INDUSTRIES INC DE X X 11/14/03 KASPER A S L LTD DE X X 11/12/03 KELLER MANUFACTURING CO IN X X 11/13/03 KERR MCGEE CORP /DE DE X X 11/14/03 KIRLIN HOLDING CORP DE X X 11/13/03 KOGER EQUITY INC FL X X 11/11/03 KONTRON MOBILE COMPUTING INC MN X X 11/14/03 KVH INDUSTRIES INC \DE\ DE X 11/14/03 KYZEN CORP TN X X 11/14/03 LABONE INC/ MO X 11/12/03 LACLEDE STEEL CO /DE/ DE X X 10/23/03 LBI MEDIA INC CA X 11/14/03 LEFT RIGHT MARKETING TECHNOLOGY INC DE X X 07/28/03 AMEND LEHMAN ABS CORP DE X 11/14/03 LEUCADIA NATIONAL CORP NY X X 11/14/03 LEVI STRAUSS & CO DE X X 11/13/03 LIBERTY MEDIA CORP /DE/ DE X X 11/13/03 LIBERTY SELF STOR INC MD X X 11/14/03 LIFE PARTNERS HOLDINGS INC TX X 11/13/03 LIONS GATE ENTERTAINMENT CORP /CN/ X 11/14/03 LOUISIANA PACIFIC CORP DE X X 11/13/03 LUBYS INC DE X 08/27/03 LUBYS INC DE X 08/27/03 AMEND LYNCH CORP IN X 11/13/03 LYNCH INTERACTIVE CORP DE X X 09/30/03 MAGELLAN HEALTH SERVICES INC DE X X 11/12/03 MALAN REALTY INVESTORS INC MI X X 11/07/03 MANDALAY RESORT GROUP NV X X 11/14/03 MANHATTAN PHARMACEUTICALS INC DE X X 11/07/03 MATTHEWS INTERNATIONAL CORP PA X 11/13/03 MAXXAM INC DE X 11/14/03 MEADOW VALLEY CORP NV X X X 11/14/03 MEDICSIGHT INC DE X X 11/14/03 MEDIS TECHNOLOGIES LTD DE X 11/14/03 MEMRY CORP DE X 11/07/03 MERCER INTERNATIONAL INC WA X X 11/14/03 MERRILL LYNCH & CO INC DE X X 11/14/03 MERRILL LYNCH MORTGAGE ASST BACK CERT DE X X 10/30/03 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 11/12/03 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 11/12/03 METATEC INC OH X X 11/14/03 METRIS RECEIVABLES INC DE X X 10/31/03 METRIS RECEIVABLES INC DE X X 10/31/03 MICRONETICS INC DE X X 11/11/03 MIPS TECHNOLOGIES INC DE X X 11/12/03 MOHEGAN TRIBAL GAMING AUTHORITY X X 11/14/03 MORTGAGE PASS-THROUGH CERTIFICATES S DE X 09/25/03 MORTGAGE PASS-THROUGH CERTIFICATES S DE X 10/27/03 NATIONAL MERCANTILE BANCORP CA X X 10/31/03 NATIONAL SECURITY GROUP INC DE X 11/14/03 NEOPHARM INC DE X X 11/14/03 NEORX CORP WA X X X 11/11/03 NETGURU INC DE X X X 11/12/03 NEVADA STAR RESOURCE CORP X X 11/01/03 NEW YORK COMMUNITY BANCORP INC DE X X 11/13/03 NEXGEN VISION INC DE X 11/10/03 NEXSTAR FINANCE HOLDINGS LLC DE X X 11/14/03 NEXTEL PARTNERS INC DE X 11/14/03 NORTEL NETWORKS CORP X 11/12/03 NORTEL NETWORKS LTD X 11/12/03 NORTHWEST GOLD INC WY X 09/02/03 AMEND NORTHWESTERN CORP DE X X 11/14/03 OCIS CORP NV X 09/22/03 AMEND OMI CORP/M I X X 11/13/03 ORCHID BIOSCIENCES INC X X 10/30/03 OXFORD FINANCE CORP X X 11/14/03 P COM INC DE X X 11/13/03 PAC-WEST TELECOMM INC X X 11/13/03 PACIFIC REALM INC DE X 09/12/03 PACIFIC REALM INC DE X 11/12/03 PARK PHARMACY CORP CO X 11/12/03 PATH 1 NETWORK TECHNOLOGIES INC DE X 11/11/03 PEOPLES BANCORP INC OH X 11/14/03 PETROCORP INC TX X X 11/13/03 PFIZER INC DE X 11/13/03 PHARMCHEM INC DE X 11/14/03 PHOENIX GOLD INTERNATIONAL INC OR X X 11/12/03 PIEZO INSTRUMENTS INC UT X X X 11/10/03 PINNACLE ENTERTAINMENT INC DE X 11/14/03 PLUG POWER INC DE X X 11/13/03 PRECISION CASTPARTS CORP OR X X 11/14/03 PRESTOLITE ELECTRIC HOLDING INC DE X 11/12/03 PRO PHARMACEUTICALS INC NV X X 11/04/03 PROGENICS PHARMACEUTICALS INC DE X X 11/14/03 PROGRESSIVE CORP/OH/ OH X 11/14/03 PRUDENTIAL FINANCIAL INC NJ X X 11/14/03 PURADYN FILTER TECHNOLOGIES INC DE X X 11/14/03 RADISYS CORP OR X X 11/13/03 RADISYS CORP OR X X 11/14/03 RALCORP HOLDINGS INC /MO MO X X 09/30/03 RELIANT RESOURCES INC DE X X 11/14/03 RELIANT RESOURCES INC DE X 11/14/03 RENTRAK CORP OR X X 09/30/03 REPTRON ELECTRONICS INC FL X 11/12/03 RESIDENTIAL ACCREDIT LOANS INC DE X X 11/14/03 RESOLUTION PERFORMANCE PRODUCTS LLC DE X X 11/14/03 RIDGESTONE FINANCIAL SERVICES INC WI X X 11/14/03 ROFIN SINAR TECHNOLOGIES INC DE X 09/30/03 ROPER INDUSTRIES INC /DE/ DE X 11/13/03 ROXIO INC DE X X 11/14/03 RURAL METRO CORP /DE/ DE X 11/14/03 SAFETY COMPONENTS INTERNATIONAL INC DE X X X 11/12/03 SALIX PHARMACEUTICALS LTD X X 11/14/03 SALOMON BROTH MORT SEC VII INC CITI H DE X 10/25/03 SALON MEDIA GROUP INC DE X X 10/30/03 SBA COMMUNICATIONS CORP FL X X 11/14/03 SCHLOTZSKYS INC TX X 11/14/03 SEABULK INTERNATIONAL INC DE X X 11/14/03 SEIBELS BRUCE GROUP INC SC X X 11/14/03 SELECT MEDICAL CORP DE X X 11/13/03 SELECTIVE INSURANCE GROUP INC NJ X 11/14/03 SENTIGEN HOLDING CORP DE X X 11/14/03 SERVOTRONICS INC /DE/ DE X 09/30/03 SHORE BANCSHARES INC MD X 11/13/03 SHURGARD STORAGE CENTERS INC WA X 11/13/03 SI TECHNOLOGIES INC DE X 11/13/03 SILGAN HOLDINGS INC DE X X 11/14/03 SILICON LABORATORIES INC DE X X 09/25/03 AMEND SIMTEK CORP CO X 11/13/03 SMARTSERV ONLINE INC DE X X 11/06/03 SOLECTRON CORP DE X X 09/25/03 AMEND SPIEGEL INC DE X X 09/27/03 SPORTSLINE COM INC DE X X 11/14/03 SPORTSLINE COM INC DE X X 11/14/03 SPS TECHNOLOGIES INC PA X X 11/13/03 STIFEL FINANCIAL CORP DE X 09/30/03 STRATUS PROPERTIES INC DE X 11/07/03 STRUCTURED ASSET MORT INV II INC PRIM DE X 10/30/03 STRUCTURED ASSET SEC CORP MORT BACK P DE X 07/25/03 STRUCTURED ASSET SEC CORP MORT BACK P DE X 08/25/03 STRUCTURED ASSET SEC CORP MORT BACK P DE X 09/25/03 STRUCTURED ASSET SEC CORP MORT BACK P DE X 10/27/03 STRUCTURED ASSET SEC CORP MORT PAS TH DE X 09/25/03 STRUCTURED ASSET SEC CORP MORT PAS TH DE X 10/27/03 STRUCTURED ASSET SEC CORP MORT PASS T DE X 09/25/03 STRUCTURED ASSET SEC CORP MORT PASS T DE X 10/27/03 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 10/31/03 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 10/30/03 STRUCTURED ASSET SEC CORP MORT PASS T DE X 10/31/03 STRUCTURED ASSET SECURITIES CORP SERI DE X 09/25/03 STRUCTURED ASSET SECURITIES CORP SERI DE X 10/27/03 SUITE 101 COM INC DE X 08/29/03 AMEND SUNRISE SENIOR LIVING INC DE X 11/13/03 SYMBIAT INC DE X 11/13/03 TARRANT APPAREL GROUP CA X X 11/13/03 TAURUS ENTERTAINMENT COMPANIES INC CO X X X 11/05/03 TAYLOR ANN STORES CORP DE X X 11/14/03 TCF FINANCIAL CORP DE X X X 11/14/03 TELLABS INC DE X X 11/14/03 TELTRONICS INC DE X 11/13/03 TENNECO AUTOMOTIVE INC DE X X 11/13/03 TERREMARK WORLDWIDE INC DE X X 11/14/03 TESSERA TECHNOLOGIES INC DE X X 11/14/03 TIMCO AVIATION SERVICES INC DE X X 11/14/03 TIMELINE INC WA X X 11/13/03 TLC VISION CORP A6 X X 11/12/03 TRANS WORLD ENTERTAINMENT CORP NY X X 11/12/03 TRANSNET CORP DE X 11/12/03 TRANSTECH INDUSTRIES INC DE X 11/14/03 TRESTLE HOLDINGS INC DE X X 10/31/03 TRICO MARINE SERVICES INC DE X X 11/14/03 TSI TELECOMMUNICATION HOLDINGS LLC DE X X 11/14/03 AMEND TUCOWS INC /PA/ PA X X 11/11/03 U S GOLD CORP CO X 11/13/03 UGC EUROPE INC DE X X X 11/12/03 ULTRASTRIP SYSTEMS INC FL X X 11/14/03 UMBRELLA BANCORP INC DE X X 11/14/03 UNITED MEDICORP INC DE X X X 11/14/03 UNITED STATES EXPLORATION INC CO X X 11/14/03 UNITED STATES STEEL CORP DE X 09/30/03 UNITED SURGICAL PARTNERS INTERNATIONA DE X X 11/10/03 AMEND UNIVERSAL AMERICAN FINANCIAL CORP NY X X X 10/29/03 US UNWIRED INC LA X X 11/13/03 USAA AUTO OWNER TRUST 2003-1 X 10/31/03 VALEANT PHARMACEUTICALS INTERNATIONAL DE X X 11/13/03 VARIAN MEDICAL SYSTEMS INC DE X X 11/13/03 VENDALUX CORP DE X 09/22/03 AMEND VENTIV HEALTH INC DE X 11/12/03 VERTICALNET INC PA X X 11/14/03 VITALSTREAM HOLDINGS INC NV X 09/30/03 WELLS FARGO ASSET SECURITIES CORP DE X X 11/13/03 WELLS FARGO ASSET SECURITIES CORP DE X X 11/13/03 WELLS REAL ESTATE FUND XIII L P GA X X 10/30/03 WILSHIRE OIL CO OF TEXAS DE X X 11/14/03 WINDSORTECH INC DE X X 11/14/03 WINMILL & CO INC DE X 09/30/03 WINNEBAGO INDUSTRIES INC IA X X 11/12/03 WISCONSIN ENERGY CORP WI X 11/14/03 WOMEN FIRST HEALTHCARE INC DE X X 11/14/03 WORLDCOM INC GA X X 11/14/03 WRC MEDIA INC DE X X 11/14/03 ZOND PANAERO WINDSYSTEM PARTNERS I CA X 11/14/03 TMBR SHARP DRILLING INC TX X X 11/14/03 VALENCE TECHNOLOGY INC DE X X 11/13/03