SEC NEWS DIGEST Issue 2005-96 May 19, 2005 ENFORCEMENT PROCEEDINGS IN THE MATTER OF DB INVESTMENT MANAGERS, INC. On May 19, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions (Order) against DB Investment Managers, Inc. The Order finds that from January 2001 to May 2004, DB Investment Managers, a subsidiary of Deutsche Bank AG, sold securities short within five business days before the pricing of a follow-on offering and then covered the short position with securities purchased in the offering. According to the Commission, on the pricing date for each offering, but prior to any sale transactions in the relevant securities, DB Investment Managers submitted a tiered indication of interest to the lead underwriter demonstrating its willingness to purchase various amounts of offering stock depending on the ultimate price of the offering. DB Investment Managers then sold short shares of the issuer, which represented a portion of its anticipated allocation in the deal. Based on the above, the Order directs DB Investment Managers to (1) cease and desist from committing or causing violations or future violations of Rule 105 of Regulation M, (2) disgorge $15,585 in profits and pay prejudgment interest of $1,989, (3) pay a $15,585 civil money penalty, and (4) adopt and implement written policies and procedures reasonably designed to prevent violations of Regulation M of the federal securities laws, review those policies and procedures annually, and require the chief compliance officer to administer these policies and procedures. (Rels. 34-51707; IA-2384; File No. 3-11927; Press Rel. 2005-77) IN THE MATTER OF GALLEON MANAGEMENT, L.P. On May 19, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions (Order) against Galleon Management, L.P. The Order finds that Galleon violated Rule 105 of Regulation M in connection with 17 follow-on offerings from 2000 through 2003. These violations occurred in seven of Galleon’s funds with the majority occurring in the Admiral’s Overseas fund. According to the Commission, Galleon routinely created follow-on offering boxed positions by establishing a long position with shares purchased in an offering while simultaneously maintaining a pre-pricing short position in the securities of the same issuer. In some instances, Galleon instructed its prime broker to flatten these boxed positions through the use of riskless, offsetting journal entries, a practice known as “collapsing the box.” On other occasions, Galleon unwound its boxed positions by contemporaneously entering a market order to sell the offering shares and another order to purchase an equivalent number of shares, which were then used to cover the short position that had been established during the Rule 105 restricted period. These unwinding transactions were entered through two different brokers and executed in the open market. Based on the above, the Order directs Galleon to (1) cease and desist from committing or causing violations or future violations of Rule 105 of Regulation M, (2) disgorge $1,040,882 in profits and pay prejudgment interest of $109,321, and (3) adopt and implement written policies and procedures reasonably designed to prevent violations of Regulation M of the federal securities laws, review those policies and procedures annually, and designate an employee as a chief compliance officer for these purposes. Galleon also consented to the entry of a Final Judgment ordering it to pay a $870,247 civil money penalty. (Rel. 34-51708; File No. 3-11928; Press Rel. 2005-77) IN THE MATTER OF OAKTREE CAPITAL MANAGEMENT, LLC On May 19, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions (Order) against Oaktree Capital Management, LLC. The Order finds that from September 2003 to March 2004, Oaktree’s Emerging Markets Fund sold securities short within five business days before the pricing of public offerings and then covered the short positions with securities purchased in the offerings. According to the Commission, on three occasions, Oaktree created follow- on offering boxed positions, and then crossed the long and short position against the other resulting in a flat position in the issuer’s stock. Oaktree then instructed a broker-dealer to print the buy cover and sell long transactions to the consolidated tape. Based on the above, the Order directs Oaktree to (1) cease and desist from committing or causing violations or future violations of Rule 105 of Regulation M, (2) disgorge $169,773 in profits and pay prejudgment interest of $6,155, (3) pay a $169,773 civil money penalty, and (4) adopt and implement written policies and procedures reasonably designed to prevent violations of Regulation M of the federal securities laws, review those policies and procedures annually, and require the chief compliance officer to administer these policies and procedures. (Rels. 34-51709; IA-2385; File No. 3-11929; Press Rel. 2005-77) SEC ISSUES ORDER APPROVING PROPOSED DISTRIBUTION PLAN AND APPOINTING ADMINISTRATOR IN THE MATTER OF GRANT THORNTON LLP ET AL. On May 19, the Commission issued an Order In the Matter of Grant Thornton LLP et al. approving a proposed Distribution Plan (Plan) for the distribution of monies placed into a Fair Fund pursuant to Section 308 of the Sarbanes-Oxley Act of 2002 and appointing James L. Kopecky as Administrator of the Plan in accordance with the terms of the Plan. A Notice of Proposed Distribution Plan and Opportunity for Comment previously had been issued on Dec. 15, 2004. The Plan provides for distribution of the disgorgement, prejudgment interest and penalties paid by Grant Thornton and Doeren Mayhew (the Distribution Fund) to the holders (claimants) of MCA Financial Corporation’s 11% subordinated debentures, Series 1997, due June 1, 2003 (Series 1997 debentures). The Distribution Fund consists of the $59,749.41 in disgorgement and prejudgment interest and $1.5 million in penalties paid by Grant Thornton and the $115,126.86 in disgorgement and prejudgment interest paid by Doeren Mayhew pursuant to an Order Making Findings and Imposing Remedial Sanctions entered by the Commission on August 5, 2004 (See Rel. 34-50148; AAE Rel. 2076; Aug. 5, 2004). Each claimant shall receive a pro rata share of the Distribution Fund after payment of a plan administrator’s reasonable fees and reimbursement of a plan administrator’s reasonable costs and expenses. Claimants shall be those individuals and entities who invested in, and held as of Jan. 22, 1999, MCA’s 11% subordinated debentures, Series 1997, due June 1, 2003, or their lawful successors, except for individuals who were employed by MCA. A claimant’s pro rata share will be computed by calculating the amount invested by the claimant in MCA’s 11% subordinated debentures, Series 1997, due June 1, 2003 as a percentage of the total amount invested in MCA’s 11% subordinated debentures, Series 1997, due June 1, 2003. [In the Matter of Grant Thornton LLP, Doeren Mayhew & Co. P.C., Peter M. Behrens, CPA, Marvin J. Morris, CPA and Benedict P. Rybicki CPA] (Rel. 34-51711; File No. 3-11377) NOTICE OF PROPOSED PLAN FOR THE DISTRIBUTION OF A FAIR FUND AND OPPORTUNITY FOR COMMENT IN THE MATTER OF PUTNAM INVESTMENT MANAGEMENT, LLC On May 19, the Commission gave notice that, pursuant to Rule 1103 of the Commission’s Rules on Fair Fund and Disgorgement Plans, Putnam Investment Management, LLC has filed its proposed plan for the distribution of monies placed into a Fair Fund, pursuant to Section 308(a) of the Sarbanes Oxley Act of 2002 (Distribution Plan), in the Matter of Putnam Investment Management, LLC (Putnam). The Distribution Plan generally provides for distribution fairly and proportionately to the Putnam Funds the total disgorgement and penalty of $40,000,001 ordered by the Commission. The Putnam Funds are the registered investment companies for which Putnam is the investment adviser, including the retail mutual funds, registered closed-end funds, and open- end mutual funds that underlie variable annuities. The proposed plan provides that each Putnam Fund shall receive a proportionate share of the disgorgement and penalty based upon the amount of brokerage commissions coded for fund sales attributed to each of the Putnam Funds. A copy of the Distribution Plan may be obtained by submitting a written request to Ari S. Gabinet, District Administrator, Philadelphia District Office, U.S. Securities and Exchange Commission, 701 Market Street, Suite 2000, Philadelphia, PA 19106. All persons desiring to comment on the Distribution Plan may submit their views, in writing, no later than June 20, 2005 to the Office of the Secretary, U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549- 0609. For additional information contact Ari S. Gabinet at (215) 597- 3100. (Rels. IA-2387; IC-26873; File No. 3-11868) COMMISSION DECLARES DECISION AS TO RICHARD KERN AND CHARLES WILKINS FINAL The decision of an administrative law judge barring Richard S. Kern and Charles Wilkins from participating in an offering of any penny stock has become final. The law judge found that on Oct. 2, 2003, the United States District Court for the Southern District of New York permanently enjoined Kerns and Wilkins from violating Sections 5(a) and 5(c)of the Securities Act of 1933 and ordered them, jointly and severally, to pay disgorgement and prejudgment interest of $7,765,173. The court also ordered Kern to pay a civil penalty of $400,000 and Wilkins to pay a civil penalty of $300,000. The law judge also found that on June 28, 2004, the district court permanently enjoined Kern and Wilkins from violation Section 10(b) of the Exchange Act of 1934 and Exchange Act Rule 10b-5. From April 1998 through January 1999, Kern and Wilkins successfully listed the securities of three shell corporations on the NASD’s OTC Bulletin Board in an attempt to merge the shell corporations with other corporations. The respondents distributed the corporations’ stock to family and friends, who held the securities for two years before the securities were publicly listed, and then respondents re-gathered the stock back from them. The respondents also effected public sales of the shell corporations’ securities to entities owned or controlled by Respondents’ co-defendant, Peter C. Lybrand, without registering their transactions with the Commission and aided and abetted a market manipulation by Lybrand. (Rel. 34-51712; File No. 3-11537) ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST, AND SIMULTANEOUSLY SETTLED WITH, FORMER SALOMON SMITH BARNEY INC. EQUITY RESEARCH SUPERVISORS JOHN HOFFMANN AND KEVIN McCAFFREY On May 19, Commission entered an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act) and Section 203(f) of the Investment Advisers Act of 1940 (“Advisers Act”), Making Findings, and Imposing Remedial Sanctions against John B. Hoffmann, formerly the Global Head of Equity Research at Salomon Smith Barney Inc. (SSB), now known as Citigroup Global Markets Inc. (CGM), and Kevin J. McCaffrey, formerly the Head of North American Equity Research at SSB. The Commission simultaneously accepted Hoffmann’s and McCaffrey’s Offers of Settlement in which they consented, without admitting or denying the findings, to the entry of an order (a) finding that they failed reasonably to supervise former SSB research analyst Jack B. Grubman with a view to preventing him from aiding and abetting SSB’s violations of antifraud provisions by publishing fraudulent research on two of the firm’s investment banking clients, (b) barring them from association with a broker, dealer, or investment adviser in a supervisory capacity for fifteen months, and (c) ordering each to pay civil penalties of $120,000 and disgorgement of $1.00. Subject to court approval, these payments will be added to the CGM distribution fund established pursuant to the April 28, 2003 Global Research Analyst Settlement (“Global Settlement”) under the Fair Funds provision of the Sarbanes-Oxley Act of 2002. Also today, the NASD and New York Stock Exchange announced that they had filed settled enforcement proceedings against Hoffmann and McCaffrey based on their parallel investigations into the supervision of equity research analysts at firms involved in the Global Settlement. During 2000 and 2001, Hoffmann and McCaffrey were supervisors of Grubman. During that period, they failed to respond adequately to red flags that Grubman had unrealistically bullish ratings and price targets on companies he covered. In addition, Hoffmann and McCaffrey were aware of potential conflicts of interest posed by Grubman’s involvement in the firm’s telecommunications (telecom) investment banking activities and aware of Grubman’s importance to the firm’s telecom investment banking franchise, but failed to respond adequately to red flags concerning investment banking pressure on Grubman not to downgrade SSB’s investment banking clients. (Rels. 34-51713; IA-2386; File No. 3-11930; Press Rel. 2005-78)) THE COMMISSION CHARGES NATIONAL STOCK EXCHANGE AND ITS CEO, DAVID COLKER, FOR FAILURE TO ENFORCE EXCHANGE RULES On May 19, the Commission instituted a settled enforcement action against the National Stock Exchange (NSX) for its failure to enforce compliance by NSX dealers with certain exchange rules from 1997 through 2003. At the same time, the Commission instituted a settled administrative proceeding and civil action against NSX’s president and chief executive officer, David Colker, for his failure to enforce compliance with an NSX rule. The Commission found that NSX violated Section 19(g) of the Securities Exchange Act of 1934 (Exchange Act) by failing until 2004 to conduct surveillance for violations of its customer priority rule, an important investor protection that prohibited NSX dealers from trading securities for their own accounts ahead of marketable customer orders. As a result, NSX failed to detect hundreds of thousands of transactions in which NSX dealers traded ahead of customer orders. The Commission also found that NSX and Colker did not enforce NSX’s market order exposure (MOE) rule in a manner consistent with the rule’s language. The MOE rule required NSX dealers to provide customer market orders with the opportunity for price improvement whenever the spread between the national best bid and offer was greater than the minimum price variation. In 1997, when the minimum price variation decreased from 1/8 to 1/16 of a point, NSX continued enforcing the rule at spreads of 1/4 point or greater instead of at 1/8 of a point or greater. At Colker’s direction, NSX did not file a proposed rule amendment with the Commission seeking approval for its limited enforcement of the MOE rule, although NSX was required to do so. Colker made this decision, in part, because he wanted to avoid exposing a proposed rule amendment to a public notice-and-comment process. Consequently, public customers lost opportunities for potential price improvement on thousands of market orders executed on NSX from 1997 to 2003. As part of the settlement, NSX, without admitting or denying the findings in the Commission’s Order, consented to a censure, an order to cease and desist from future violations of Sections 17(a), 19(b), and 19(g) of the Exchange Act and Rule 17a-1 thereunder, and an order to undertake substantial remedial measures to bolster its regulatory and governance functions. In particular, NSX agreed to separate its regulatory functions from its business functions by, among other things, appointing an independent chief regulatory officer to supervise NSX’s day-to-day regulatory affairs. NSX also agreed to implement automated daily surveillance for potential violations of several NSX and Exchange Act order-handling rules, and to earmark $1 million for two separate regulatory audits of NSX’s surveillance, examination, investigation, and disciplinary programs over a three-year period. Colker consented, without admitting or denying the findings in the Commission’s Order and Complaint, to the imposition of a censure and, subject to court approval, to the entry of a final judgment in the U.S. District Court for the Northern District of Illinois ordering him to pay a $100,000 civil penalty for aiding and abetting NSX’s violations of Section 19(g) of the Exchange Act. Under the terms of the Commission’s Order, Colker and his successors will have no future role in NSX’s regulatory functions. (Rel. 34-51714; File No. 3-11931); [SEC v. Colker, Civil Action No. 05-C-2977, N.D. Ill.] (LR-19229; Press Rel. 2005-79) IN THE MATTER OF KEVIN RODGERS On May 19, the Commission issued an Order Instituting Cease-and-Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 21C of the Securities Exchange Act of 1934 against Kevin Rodgers, a resident of Glenview, Illinois. Without admitting or denying its findings, Rodgers consented to the issuance of the Order. The Order finds that Rodgers, while president of National Equipment Services, Inc. (NES), learned that significant accounts receivable, inventory and equipment balances at two subsidiaries had not been substantiated as of December 31, 2000, but did not take appropriate actions to ensure that NES corrected the unsubstantiated balances until October 2001. NES subsequently concluded that the unsubstantiated balances should have been written-off earlier and restated its previously reported results for 1999, 2000 and the first three quarters of 2001. The restatement materially reduced NES’s net income for 2000 from $11.009 million to $6.053 million. The Order finds that Rodgers caused NES’s reporting violations by approving NES’s 2000 annual report and 2001 quarterly reports that contained materially inaccurate financial information. Based on the above, the Commission ordered Rodgers to cease and desist from causing any violations and any future violations of Section 13(a) of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1 and 13a- 13 thereunder. (Rel. 34-51719; AAE Rel. 2246; File No. 3-11932) GALLEON MANAGEMENT, L.P., CONSENTS TO PAY A $870,247 CIVIL PENALTY RELATING TO SHORT SELLING IN CONNECTION WITH 17 FOLLOW-ON OFFERINGS The Commission announced the filing of a civil penalty action against Galleon Management, L.P. a New York-based hedge fund adviser. The Commission’s complaint alleges that in connection with 17 follow-on offerings from 2000 through 2003, Galleon violated Rule 105 of Regulation M, which prohibits covering a short sale with securities obtained in a public offering if the short sale occurred beginning five business days before the pricing of the offering. These violations occurred in seven of Galleon’s funds with the majority occurring in the Admiral’s Overseas fund. According to the Commission’s complaint, Galleon routinely created follow-on offering boxed positions by establishing a long position with shares purchased in an offering while simultaneously maintaining a pre- pricing short position in the securities of the same issuer. In some instances, Galleon instructed its prime broker to flatten these boxed positions through the use of riskless, offsetting journal entries, a practice known as “collapsing the box.” On other occasions, Galleon unwound its boxed positions by contemporaneously entering a market order to sell the offering shares and another order to purchase an equivalent number of shares, which were then used to cover the short position that had been established during the Rule 105 restricted period. These unwinding transactions were entered through two different brokers and executed in the open market. The complaint further alleges that Galleon realized profits of $1,040,882 from these transactions. Galleon, without admitting or denying the allegations in the Commission’s complaint, has consented to pay a civil penalty of $870,247. On May 19, the Commission also instituted and simultaneously settled an administrative cease-and-desist proceeding against Galleon based on the same conduct. (In the Matter of Galleon Management, L.P., Administrative Proceeding File No. 3-11928) (Order). Galleon agreed to settle the proceeding, without admitting or denying the findings in the Order. Galleon consented to (1) cease and desist from committing or causing violations or future violations of Rule 105 of Regulation M, (2) disgorge $1,040,882 in profits and pay prejudgment interest of $109,321, and (3) adopt and implement written policies and procedures reasonably designed to prevent violations of Regulation M of the federal securities laws, review those policies and procedures annually, and designate an employee as a chief compliance officer for these purposes. [SEC v. Galleon Management, L.P., Civil Action No. 1:05CV1006 (RMU)(D.D.C.)] (LR- 19228; Press Rel. 2005-77) SEC CHARGES FORMER CFO OF NATIONAL EQUIPMENT SERVICES, INC. WITH FRAUD AND OTHER VIOLATIONS OF THE FEDERAL SECURITIES LAWS The Commission today filed a complaint in the Northern District of Illinois charging Dennis O’Connor, a resident of Lake Bluff, Illinois, with fraud and other violations of the federal securities laws based on his failure to take appropriate actions to correct significant unsubstantiated account balances when he was the CFO of National Equipment Services, Inc. As a result, National Equipment Services, Inc. overstated its assets and net income in its periodic filings with the Commission for 1999, 2000 and the first three quarters of 2001. According to the Commission’s complaint, O’Connor learned that significant balances for accounts receivable, rental equipment and inventory at two subsidiaries could not be substantiated at the end of 2000. O’Connor also learned that those two subsidiaries carried old and uncollectible accounts receivable. Although local financial employees recommended writing-off the unsubstantiated and uncollectible account balances at the end of 2000, O’Connor did not authorize the proposed write-offs until the fourth quarter of 2001. O’Connor also failed to fully disclose the amount of the proposed write-offs to National Equipment Services, Inc.’s independent auditors. National Equipment Services, Inc. subsequently determined that the unsubstantiated and uncollectible balances should have been written off earlier and restated its previously reported results for 1999, 2000 and the first three quarters of 2001. The restatement materially reduced National Equipment Services, Inc.’s net income for 2000 from $11.009 million to $6.053 million. The complaint alleges that, as a result of the foregoing, O’Connor violated the antifraud provisions and aided and abetted the reporting, record keeping and internal controls provisions of the federal securities laws. O’Connor agreed to a resolution of this matter, subject to the Court’s approval. Without admitting or denying the allegations of the complaint, O’Connor consented to a permanent injunction from future violations of Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 13b2-1 and 13b2-2 thereunder and from aiding and abetting future violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. O’Connor also agreed to pay a civil penalty of $25,000. [SEC v. Dennis O’Connor, Civil Action No. 05 2980, N.D. Ill.] (LR-19230) SEC FILES FRAUD CHARGES AGAINST GARY HARDEN, SR. AND PHILIP LOWERY IN CONNECTION WITH THE UNREGISTERED OFFERS AND SALES OF INTERNET-RELATED RLLPS On May 19, the Commission announced that it had filed a securities fraud lawsuit in the U.S. District Court for the Western District of Michigan against Gary L. Harden, Sr. and Philip E. Lowery, both of whom participated in the unregistered sales of RLLPs that were supposed to profit from online casinos. The Commission alleges in its complaint that between January 1999 and March 2001, Harden and Lowery violated the antifraud and registration provisions of the federal securities laws in connection with the sale of $5.8 million of Colorado Registered Limited Liability Partnership (RLLP) units. According to the complaint, Harden formed the RLLPs and sold the units to investors ostensibly to provide them with an opportunity to share in the profits of Internet casinos, which were to be formed and operated by Lowery. Harden and Lowery solicited more than eighty investors to purchase partnership units in ten RLLPs. None of the offers or sales of these units were registered with the Commission as required by Section 5 of the Securities Act of 1933. The Commission’s complaint further alleges that Harden and Lowery used high-pressure sales practices to target uneducated and financially unsophisticated, elderly investors, many of whom liquidated retirement accounts and other conservative investments to invest in the RLLPs. According to the complaint, Harden and Lowery made false and misleading statements in connection with their selling efforts, including the provision of unrealistic profit projections and representations that the investments were guaranteed and the money would be used for partnership and casino business expenses. The complaint alleges that, in fact, most of the funds were used to pay for Harden and Lowery’s personal expenses. Eventually, investors lost all of their money after the casinos were shut down due to operational problems. The Commission’s action seeks permanent injunctions, orders of disgorgement and civil penalties against Harden and Lowery for violating Sections 5(a), 5(c) and 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. The Commission also seeks disgorgement, as relief defendants, from Erma Lowery (Lowery’s wife), Cyberspace, Ltd. and Development Investments and Associates, Inc. (entities through which Harden managed the RLLPs) and Princeton Holdings, LLC and Palancar, LLC (entities through which Lowery managed the online casinos). [SEC v. Gary L. Harden, Sr. et al., Civil Action No. 105CV354 (W.D. Mich.)] (LR- 19231) 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 FARO TECHNOLOGIES INC, 125 TECHNOLOGY PARK, LAKE MARY, FL, 32746-6204, 4073339911 - 3,150,000 ($87,491,250.00) Other, (File 333-125021 - May. 18) (BR. 36) F-6 TELEFONOS DE MEXICO S A DE C V, PARQUE VIA 190-1016 COL., MEXICO CITY, O5, 06599, 011525552225760 - 0 ($50,000,000.00) ADRs/ADSs, (File 333-125023 - May. 18) (BR. 37) S-8 GLACIER BANCORP INC, 49 COMMONS LOOP, ., KALISPELL, MT, 59901, 4067564200 - 0 ($69,100,000.00) Equity, (File 333-125024 - May. 18) (BR. 07) S-8 FIREARMS TRAINING SYSTEMS INC, 7340 MCGINNIS FERRY RD, SUWANEE, GA, 30024, 7708130180 - 0 ($4,402,459.00) Equity, (File 333-125025 - May. 18) (BR. 08) N-2 SunAmerica Focused Alpha Growth Fund, Inc., HARBORSIDE FINANCIAL CENTER, 3200 PLAZA 5, JERSEY CITY, NJ, 07311, 800-858-8850 - 0 ($1,000,000.00) Equity, (File 333-125026 - May. 18) (BR. 18) S-8 OPEN JOINT STOCK CO VIMPEL COMMUNICATIONS, 10 12 8TH MARCH ST, MOSCOW RUSSIA, U2, 125083, 70959745888 - 200,000 ($26,160,000.00) Equity, (File 333-125027 - May. 18) (BR. 37) S-4 GENERAL NUTRITION CENTERS INC, 300 SIXTH AVENUE, PITTSBURGH, PA, 15222, 4122884600 - 150,000,000 ($150,000,000.00) Non-Convertible Debt, (File 333-125028 - May. 18) (BR. 02) N-2 OPPENHEIMER SENIOR FLOATING RATE FUND, 6803 SOUTH TUCSON WAY, N/A, CENTENNIAL, CO, 80112-3924, 303-768-3200 - 53,615,584 ($60,061.57) Non-Convertible Debt, (File 333-125029 - May. 18) (BR. 16) S-3 LEVEL 3 COMMUNICATIONS INC, 1025 ELDORADO BOULEVARD, BLDG 2000, BROOMFIELD, CO, 80021, 7208881000 - 0 ($1,163,237,043.00) Other, (File 333-125030 - May. 18) (BR. 37) S-8 CHEMICAL FINANCIAL CORP, 333 E MAIN ST, MIDLAND, MI, 48640, 5176313310 - 150,000 ($4,704,000.00) Equity, (File 333-125031 - May. 18) (BR. 07) S-3 RETAIL VENTURES INC, 6144714722 - 700,000 ($6,790,000.00) Equity, (File 333-125032 - May. 18) (BR. 02) S-8 AMERIGROUP CORP, 4425 CORPORATION LANE, SUITE 100, VIRGINIA BEACH, VA, 23462, 7574906900 - 0 ($360,159,265.00) Equity, (File 333-125033 - May. 18) (BR. 01) S-3 FINISAR CORP, 1308 MOFFETT PARK DR, SUNNYVALE, CA, 94089, 4085481000 - 0 ($4,500,000.00) Equity, (File 333-125034 - May. 18) (BR. 36) F-6 Royal Dutch Shell plc, CAREL VAN BYLANDTLAAN 30, THE HAGUE, P7, 2596 HR, 31-70-377-9111 - 0 ($100,000,000.00) ADRs/ADSs, (File 333-125035 - May. 18) (BR. ) S-4 Energy Transfer Partners, L.P., 2838 WOODSIDE, -, DALLAS, TX, 75204, 9184927272 - 0 ($750,000,000.00) Non-Convertible Debt, (File 333-125036 - May. 18) (BR. 02) F-6 Royal Dutch Shell plc, CAREL VAN BYLANDTLAAN 30, THE HAGUE, P7, 2596 HR, 31-70-377-9111 - 2,000,000,000 ($100,000,000.00) ADRs/ADSs, (File 333-125038 - May. 18) (BR. ) SB-2 CYBER DEFENSE SYSTEMS INC, 10901 ROOSEVELT BOULEVARD, SUITE 100-D, ST. PETERSBURG, FL, 33716, 7275770873 - 0 ($29,230,803.25) Equity, (File 333-125039 - May. 18) (BR. 03) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: 1.01 Entry into a Material Definitive Agreement 1.02 Termination of a Material Definitive Agreement 1.03 Bankruptcy or Receivership 2.01 Completion of Acquisition or Disposition of Assets 2.02 Results of Operations and Financial Condition 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement 2.05 Cost Associated with Exit or Disposal Activities 2.06 Material Impairments 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 3.02 Unregistered Sales of Equity Securities 3.03 Material Modifications to Rights of Security Holders 4.01 Changes in Registrant’s Certifying Accountant 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review 5.01 Changes in Control of Registrant 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics 7.01 Regulation FD Disclosure 8.01 Other Events 9.01 Financial Statements and Exhibits 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 DATE COMMENT ------------------------------------------------------------------------------------------------ ACCELRYS, INC. DE 2.02,9.01 05/12/05 ACCESS WORLDWIDE COMMUNICATIONS INC DE 7.01,9.01 05/16/05 ACE SECURITIES CORP DE 8.01,9.01 05/18/05 ACS HOLDINGS INC 5.02,9.01 05/17/05 ACUSPHERE INC DE 1.01,9.01 05/13/05 ADELPHIA COMMUNICATIONS CORP DE 5.03,9.01 05/17/05 ADELPHIA COMMUNICATIONS CORP DE 7.01 05/18/05 ADVANCE AUTO PARTS INC DE 2.02,9.01 05/18/05 ADVANCED MEDICAL OPTICS INC DE 1.01,9.01 05/18/05 AEROGEN INC DE 2.02,9.01 05/13/05 AIRTRAN HOLDINGS INC NV 7.01,9.01 05/13/05 ALBANY INTERNATIONAL CORP /DE/ DE 1.01,5.02,9.01 05/12/05 ALBANY INTERNATIONAL CORP /DE/ DE 1.01 05/12/05 Aleris International, Inc. DE 7.01 05/18/05 ALPHARX INC DE 1.01 05/18/05 ALTRIA GROUP INC VA 1.01,2.03,9.01 05/12/05 AMERICAN BANK NOTE HOLOGRAPHICS INC DE 2.02,9.01 05/16/05 AMERICAN LOCKER GROUP INC DE 1.01,5.02,8.01,9.01 05/12/05 AMERICAN NATIONAL BANKSHARES INC VA 8.01,9.01 05/18/05 AMERICAN RIVER BANKSHARES CA 1.01,9.01 05/17/05 AMERICAN STATES WATER CO CA 1.01,5.03,9.01 05/17/05 AMERICREDIT FINANCIAL SERVICES INC DE 8.01,9.01 05/16/05 AMERITRADE HOLDING CORP DE 1.01 05/13/05 Amersin Life Sciences CORP NV 8.01 05/18/05 AMKOR TECHNOLOGY INC DE 1.01,9.01 05/12/05 ANALEX CORP NY 5.02 05/18/05 ANWORTH MORTGAGE ASSET CORP MD 8.01,9.01 05/17/05 APOGEE TECHNOLOGY INC DE 5.02,9.01 05/16/05 APPLE HOSPITALITY FIVE INC VA 5.02,5.03,9.01 05/12/05 APPLE HOSPITALITY TWO INC VA 5.02,5.03,9.01 05/12/05 APPLE REIT SIX INC 5.02,5.03,9.01 05/12/05 APPLIED MATERIALS INC /DE DC 4.01,9.01 05/12/05 ARAMARK CORP/DE DE 2.02,7.01 05/18/05 ART BOUTIQUE INC WY 1.01 05/18/05 ASB HOLDING CO 1.01,9.01 05/18/05 ASSET ACCEPTANCE CAPITAL CORP 8.01 05/18/05 ASSURED GUARANTY LTD 8.01 05/18/05 ASTORIA FINANCIAL CORP DE 2.02,9.01 05/18/05 ASTORIA FINANCIAL CORP DE 8.01,9.01 05/18/05 ASTORIA FINANCIAL CORP DE 1.01,5.02,9.01 05/18/05 ASTRALIS LTD CO 2.02,9.01 05/17/05 AUTOBYTEL INC DE 3.01,9.01 05/17/05 AVANT IMMUNOTHERAPEUTICS INC DE 1.01,9.01 05/16/05 AVATECH SOLUTIONS INC DE 2.02,5.02,9.01 05/13/05 AVISTA CORP WA 1.01,9.01 05/12/05 B2B INTERNET HOLDRSSM TRUST NY 9.01 03/31/05 Banc of America Commercial Mortgage I DE 8.01,9.01 05/10/05 BEA SYSTEMS INC DE 2.02,9.01 05/18/05 BELLSOUTH CORP GA 1.01,9.01 05/13/05 BERRY PLASTICS CORP DE 7.01 05/18/05 BIMINI MORTGAGE MANAGEMENT INC MD 8.01,9.01 05/18/05 BIO SOLUTIONS INTERNATIONAL INC NV 4.01,9.01 05/16/05 BIOMARIN PHARMACEUTICAL INC DE 1.01,5.02,9.01 05/13/05 BIOTECH HOLDRS TRUST 9.01 03/31/05 BLOCKBUSTER INC DE 5.02 05/13/05 BLUETORCH, INC. 8.01 05/18/05 BNP RESIDENTIAL PROPERTIES INC MD 8.01,9.01 05/17/05 BRADY CORP WI 2.02,9.01 05/18/05 BRE PROPERTIES INC /MD/ MD 8.01,9.01 05/12/05 BROADBAND HOLDRS TRUST 9.01 03/31/05 BROOKSTONE INC DE 2.02,9.01 05/18/05 BROWN SHOE CO INC NY 8.01 05/18/05 BUCA INC /MN MN 1.01,9.01 05/12/05 BULLDOG TECHNOLOGIES INC NV 7.01 05/18/05 BULLDOG TECHNOLOGIES INC NV 5.02 04/01/05 CABOT CORP DE 1.01 05/12/05 CABOT CORP DE 5.02,9.01 05/13/05 CACI INTERNATIONAL INC /DE/ DE 1.01 05/18/05 CALPINE CORP DE 8.01 05/17/05 CARAUSTAR INDUSTRIES INC NC 7.01,9.01 05/18/05 CARDIMA INC DE 8.01 05/17/05 CARDINAL HEALTH INC OH 5.02,7.01,9.01 05/12/05 CARLETON VENTURES CORP NV 1.01 05/12/05 CARTERS INC DE 1.01,9.01 05/12/05 CATALINA MARKETING CORP/DE DE 2.02,8.01,9.01 05/18/05 CEPHEID CA 1.01,9.01 05/13/05 CHAMPIONLYTE HOLDINGS INC FL 1.01,2.01,3.02,5.01,5.02,9.01 05/12/05 CHART INDUSTRIES INC DE 7.01,9.01 05/17/05 CHESTER VALLEY BANCORP INC PA 5.02 05/13/05 CHILCO RIVER HOLDINGS INC 3.02,5.02,9.01 05/18/05 CHINA DIRECT TRADING CORP FL 7.01,9.01 05/16/05 China Health Holding, Inc. NV 8.01 05/18/05 CHISTE CORP 1.01,9.01 05/13/05 CINGULAR WIRELESS LLC DE 1.01,9.01 05/16/05 CITIGROUP INC DE 9.01 05/18/05 CITIGROUP INC DE 9.01 05/18/05 CITIZENS FINANCIAL SERVICES INC PA 1.01,9.01 05/18/05 CMKM Diamonds, Inc. NV 8.01,9.01 05/13/05 CNH CAPITAL RECEIVABLES LLC DE 8.01,9.01 05/16/05 CNH CAPITAL RECEIVABLES LLC DE 8.01,9.01 05/16/05 CNH WHOLESALE RECEIVABLES INC DE 8.01,9.01 05/16/05 COBRA ELECTRONICS CORP DE 1.01,9.01 05/12/05 COMFORCE CORP DE 1.01,8.01,9.01 05/17/05 COMMERCIAL BANCSHARES INC \OH\ OH 5.02 05/18/05 COMMERCIAL NATIONAL FINANCIAL CORP /P PA 7.01 05/18/04 COMPASS MINERALS GROUP INC 4.01,9.01 05/12/05 COMPASS MINERALS INTERNATIONAL INC DE 4.01,9.01 05/12/05 COMPEX TECHNOLOGIES INC MN 1.01,9.01 05/16/05 COMPUWARE CORP MI 7.01 05/05/05 CONNETICS CORP DE 1.01,9.01 05/16/05 CONSECO INC DE 7.01,9.01 05/18/05 CONSOLIDATED NATURAL GAS CO/VA DE 1.01,9.01 05/12/05 CONTINENTAL MATERIALS CORP DE 2.02,9.01 05/17/05 COX COMMUNICATIONS INC /DE/ DE 8.01,9.01 05/17/05 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE 8.01,9.01 05/18/05 CRESCENT BANKING CO GA 5.02 04/21/05 CROWN CASTLE INTERNATIONAL CORP DE 8.01,9.01 05/17/05 CSFB HOME EQUITY PASS THROUGH CERTS S DE 8.01,9.01 05/18/05 CSK AUTO CORP DE 1.01,9.01 05/13/05 CSS INDUSTRIES INC DE 7.01,9.01 05/18/05 CULLEN FROST BANKERS INC TX 1.01,5.02,9.01 05/18/05 CYANOTECH CORP NV 2.02,9.01 05/16/05 DEL GLOBAL TECHNOLOGIES CORP NY 5.02,9.01 05/12/05 DELPHI CORP DE 1.01,9.01 05/13/05 DEPARTMENT 56 INC DE 7.01 05/18/05 DEXCOM INC 1.01,9.01 05/13/05 DIGITAL LIGHTWAVE INC DE 1.01,2.03,5.02,9.01 05/12/05 DIGITAL RECORDERS INC NC 2.02,9.01 05/17/05 DIME COMMUNITY BANCSHARES INC DE 8.01 05/17/05 DIVERSIFIED FINANCIAL RESOURCES CORP DE 3.02,9.01 05/06/05 AMEND DOMINION RESOURCES INC /VA/ VA 1.01,9.01 05/12/05 DONNELLEY R R & SONS CO DE 8.01,9.01 05/18/05 DURATEK INC DE 4.01,9.01 05/12/05 DYNAMICS RESEARCH CORP MA 7.01,9.01 05/16/05 EAGLE BROADBAND INC TX 1.01,9.01 05/12/05 EASTERN AMERICAN NATURAL GAS TRUST DE 2.02,7.01,9.01 05/18/05 EATON VANCE CORP MD 9.01 05/18/05 ECC Capital CORP 1.01,9.01 05/18/05 EDWARDS LIFESCIENCES CORP DE 1.01,9.01 05/12/05 ENESCO GROUP INC IL 1.01,9.01 05/17/05 ENTEGRIS INC MN 1.01,9.01 05/12/05 ENUCLEUS INC DE 2.01,7.01 05/17/05 ENUCLEUS INC DE 1.01,3.02,7.01 05/17/05 EQUITY INNS INC TN 8.01 05/16/05 ESPEY MFG & ELECTRONICS CORP NY 2.02,9.01 05/16/05 ESTEE LAUDER COMPANIES INC DE 1.01,5.03,7.01 05/17/05 EUROPE 2001 HOLDRS TRUST NY 8.01,9.01 03/31/05 EXELON CORP PA 7.01 05/18/05 FARMSTEAD TELEPHONE GROUP INC DE 1.01,9.01 05/17/05 FERRELLGAS PARTNERS L P DE 7.01 05/18/05 FIRST MIDWEST BANCORP INC DE 1.01,7.01,8.01,9.01 05/18/05 FIRST MONTAUK FINANCIAL CORP NJ 2.02,9.01 05/16/05 FIRST UNION NATIONAL BANK COM MORT PA NC 8.01,9.01 05/12/05 FIRSTCITY FINANCIAL CORP DE 1.01,9.01 05/12/05 FLAMEMASTER CORP NV 3.01 05/17/05 FLEXTRONICS INTERNATIONAL LTD 1.01,5.02,9.01 05/12/05 FOOT LOCKER INC NY 1.01,9.01 05/17/05 FOOTSTAR INC DE 7.01,9.01 05/18/05 FORCE PROTECTION INC CO 9.01 05/18/05 FORTUNE BRANDS INC DE 8.01,9.01 05/18/05 FSI INTERNATIONAL INC MN 5.02 05/13/05 GANDER MOUNTAIN CO MN 2.02,9.01 05/18/05 GENERAL BINDING CORP DE 8.01 05/18/05 GENESIS BIOVENTURES INC NY 4.01,9.01 05/17/05 GENOMED INC 8.01 05/16/05 GEOGLOBAL RESOURCES INC DE 9.01 05/18/05 GILLETTE CO DE 1.01,9.01 05/12/05 GLADSTONE COMMERCIAL CORP MD 2.01,9.01 05/18/05 GLOBAL MATRECHS, INC. DE 7.01,9.01 04/12/05 AMEND GMX RESOURCES INC OK 3.03,9.01 05/17/05 GOLDEN PHOENIX MINERALS INC /MN/ MN 1.01,9.01 05/10/05 GREAT PLAINS ENERGY INC MO 2.03 05/13/05 GRIFFIN LAND & NURSERIES INC DE 7.01 05/18/05 GROUP 1 AUTOMOTIVE INC DE 7.01,9.01 05/18/05 GS MORTGAGE SECURITIES CORP DE 8.01 05/18/05 GULFWEST ENERGY INC TX 2.02,9.01 05/17/05 GYMBOREE CORP DE 2.02,9.01 04/30/05 H&E EQUIPMENT SERVICES LLC LA 2.02,8.01,9.01 05/18/05 H-Lines Finance Holding Corp. DE 8.01,9.01 05/04/05 HAIGHTS CROSS COMMUNICATIONS INC DE 8.01,9.01 05/18/05 HALLWOOD GROUP INC DE 2.02,9.01 05/16/05 HEALTH NET INC DE 1.01,5.02,9.01 05/13/05 HEALTH NET INC DE 1.01 05/12/05 HEALTHAXIS INC PA 1.01,9.01 05/13/05 HEINZ H J CO PA 7.01 05/18/05 HELEN OF TROY LTD 2.02,9.01 05/12/05 HEMACARE CORP /CA/ CA 2.02,9.01 05/12/05 HEMAGEN DIAGNOSTICS INC DE 8.01 03/31/05 HERITAGE COMMERCE CORP CA 1.01,5.02,9.01 05/17/05 HM PUBLISHING CORP DE 1.01 05/17/05 HOME LOAN FINANCIAL CORP OH 8.01,9.01 05/18/05 Horizon Lines Holding Corp. 8.01,9.01 05/04/05 HOST AMERICA CORP DE 7.01,9.01 05/18/05 HOT TOPIC INC /CA/ CA 2.02,9.01 05/18/05 HOTEL OUTSOURCE MANAGEMENT INTERNATIO DE 8.01 05/17/05 HYBRIDON INC DE 1.01 05/12/05 HYPERCOM CORP DE 8.01 05/18/05 IAC/INTERACTIVECORP DE 7.01,9.01 05/18/05 ICAGEN INC DE 1.01 05/12/05 IDENIX PHARMACEUTICALS INC 5.02,9.01 05/12/05 IMAGEWARE SYSTEMS INC CA 2.02,9.01 05/16/05 IMPAC MORTGAGE HOLDINGS INC MD 2.02,9.01 05/13/05 INCENTRA SOLUTIONS, INC. NV 2.02,7.01,9.01 05/17/05 INDEPENDENT BANK CORP MI 5.03,8.01 05/17/05 INFINITY INC CO 5.02 05/16/05 InfoSearch Media, Inc. DE 5.02,9.01 05/18/05 INFRASOURCE SERVICES INC DE 8.01,9.01 05/18/05 INHIBITEX INC 1.01,9.01 05/18/05 INLAND FIBER GROUP LLC DE 5.02 05/14/05 INLAND RETAIL REAL ESTATE TRUST INC MD 1.01,5.02,9.01 05/13/05 INNOVO GROUP INC DE 8.01,9.01 05/17/05 INSTINET GROUP INC DE 1.01,9.01 05/18/05 INTERNATIONAL ASSETS HOLDING CORP DE 2.02,4.02,9.01 05/17/05 INTERNATIONAL MICROCOMPUTER SOFTWARE CA 7.01,9.01 05/16/05 INTERNET ARCHITECTURE HOLDRSSM TRUST NY 8.01,9.01 03/31/05 INTERNET HOLDRS TRUST NY 8.01,9.01 03/31/05 INTERNET INFRASTRUCTURE HOLDRSSM TRUS NY 9.01 03/31/05 INTUIT INC DE 2.02,9.01 05/18/05 ISA INTERNATIONALE INC DE 1.01,9.01 03/31/05 ISCO INTERNATIONAL INC DE 7.01,9.01 05/18/05 IXYS CORP /DE/ DE 2.02,9.01 05/18/05 J C PENNEY CO INC DE 2.02 05/17/05 J CREW GROUP INC NY 1.01 05/13/05 JACK IN THE BOX INC /NEW/ DE 2.02,5.02,9.01 05/18/05 KERR MCGEE CORP /DE DE 7.01,9.01 05/18/05 KERR MCGEE CORP /DE DE 7.01,9.01 05/18/05 KEYSTONE CONSOLIDATED INDUSTRIES INC DE 7.01,9.01 05/16/05 KMG America CORP VA 7.01,9.01 05/18/05 KNOBIAS, INC. DE 1.01,2.01,2.03,3.02,3.03,4.01 11/15/04 AMEND LABORATORY CORP OF AMERICA HOLDINGS DE 7.01 05/17/05 LABORATORY CORP OF AMERICA HOLDINGS DE 7.01 05/17/05 LASALLE HOTEL PROPERTIES MD 7.01,9.01 05/18/05 LEAR CORP /DE/ DE 1.01,5.02,9.01 05/17/05 Lev Pharmaceuticals Inc DE 1.01,3.02,9.01 05/12/05 LEVEL 3 COMMUNICATIONS INC DE 8.01,9.01 05/13/05 LKQ CORP DE 3.02 12/21/04 LODGENET ENTERTAINMENT CORP DE 7.01,9.01 05/18/05 Logistical Support, Inc UT 8.01,9.01 05/13/05 LONGS DRUG STORES CORP MD 2.02,9.01 05/18/05 LPA HOLDING CORP DE 2.02,7.01,9.01 05/17/05 LSB INDUSTRIES INC DE 1.01 05/18/05 LYNCH INTERACTIVE CORP DE 9.01 03/31/05 MACROPORE INC DE 1.01,3.03,9.01 05/12/05 MAGELLAN HEALTH SERVICES INC DE 7.01,9.01 05/17/05 MARKET 2000 PLUS HOLDRS SM TRUST NY 8.01,9.01 03/31/05 Marquee Holdings Inc. DE 7.01,9.01 05/17/05 MATRIXX INITIATIVES INC DE 8.01,9.01 05/18/05 MAUI LAND & PINEAPPLE CO INC HI 5.02,9.01 05/16/05 MAXTOR CORP DE 7.01 05/18/05 MCDERMOTT INTERNATIONAL INC R1 7.01,9.01 05/17/05 MCDERMOTT INTERNATIONAL INC R1 1.01,9.01 05/18/05 MENS WEARHOUSE INC TX 2.02,9.01 05/18/05 MENTOR CORP /MN/ MN 2.02,9.01 03/31/05 MERIX CORP OR 1.01,5.02,9.01 05/13/05 MERRILL LYNCH MORTGAGE INVESTORS INC DE 8.01,9.01 05/17/05 MESTEK INC PA 2.02,7.01,9.01 05/18/05 METALS USA INC DE 1.01,9.01 05/18/05 MIDDLESEX WATER CO NJ 8.01 05/18/05 MINN DAK FARMERS COOPERATIVE ND 8.01 05/17/05 MINN DAK FARMERS COOPERATIVE ND 8.01 05/17/05 MITY ENTERPRISES INC UT 2.02,9.01 05/18/05 MODINE MANUFACTURING CO WI 8.01,9.01 05/18/05 MONADNOCK COMMUNITY BANCORP INC 1.01,9.01 05/12/05 MOSAIC CO 1.01 05/12/05 MOSCOW CABLECOM CORP DE 5.02 05/12/05 MOVING BYTES INC 5.02 05/17/05 MRU HOLDINGS INC DE 1.01,9.01 05/12/05 NABI BIOPHARMACEUTICALS DE 2.03,3.02 05/18/05 NANOPHASE TECHNOLOGIES CORPORATION IL 8.01 05/13/05 NATIONAL RV HOLDINGS INC DE 2.02,9.01 05/18/05 NATIONWIDE HEALTH PROPERTIES INC MD 8.01,9.01 05/11/05 NCT GROUP INC DE 2.02,9.01 03/31/05 NETGEAR INC DE 8.01,9.01 05/18/05 NETWORK APPLIANCE INC CA 1.01,9.01 05/12/05 NEWS CORP 8.01 05/18/05 NGP Capital Resources CO MD 7.01,9.01 05/18/05 NOBLE CORP 7.01,9.01 05/17/05 NOMURA ASSET ACCEPTANCE CORP DE 8.01,9.01 05/16/05 NORFOLK SOUTHERN CORP VA 8.01,9.01 05/17/05 NORTEL NETWORKS CORP 2.02,8.01,9.01 05/18/05 NORTEL NETWORKS LTD 2.02,8.01,9.01 05/18/05 NORTH AMERICAN GALVANIZING & COATINGS DE 7.01,9.01 05/10/05 NORTHERN STATES FINANCIAL CORP /DE/ DE 8.01 05/17/05 NORTHWEST BIOTHERAPEUTICS INC DE 1.01,2.03,9.01 05/13/05 NOVASTAR FINANCIAL INC MD 7.01,8.01,9.01 05/12/05 NSTAR/MA MA 8.01 05/18/05 NYMEX HOLDINGS INC DE 1.01 05/18/05 O CHARLEYS INC TN 1.01 05/12/05 OCEANFIRST FINANCIAL CORP DE 7.01,9.01 05/18/05 OFFSHORE LOGISTICS INC DE 7.01,8.01,9.01 05/17/05 OIL SERVICE HOLDRS TRUST NY 8.01,9.01 03/31/05 OLYMPUS COMMUNICATIONS LP DE 7.01 05/18/05 Orange 21 Inc. DE 2.02,7.01,9.01 03/30/05 ORTHODONTIX INC FL 4.01 03/31/05 AMEND OSK CAPITAL III CORP NV 4.01,9.01 05/03/05 OTELCO INC. AL 1.01 05/12/05 OUTBACK STEAKHOUSE INC DE 1.01,9.01 05/17/05 AMEND OUTDOOR CHANNEL HOLDINGS INC DE 2.02,9.01 05/16/05 PANERA BREAD CO DE 2.02,9.01 05/17/05 PARADIGM MEDICAL INDUSTRIES INC DE 8.01,9.01 04/27/05 PATRICK INDUSTRIES INC IN 5.02,9.01 05/17/05 PAULSON CAPITAL CORP OR 2.02 05/18/05 PELOTON RESOURCES INC 1.01,5.01,5.02 03/16/05 PEOPLES ENERGY CORP IL 1.01,1.02 05/18/05 PETSMART INC DE 2.02,9.01 05/18/05 PFF BANCORP INC DE 8.01,9.01 05/16/05 PHARMACEUTICAL HOLDRS TRUST 9.01 03/31/05 PHOENIX COMPANIES INC/DE DE 1.01 05/18/05 PHOTRONICS INC CT 2.02,9.01 05/17/05 PLATINUM UNDERWRITERS HOLDINGS LTD D0 1.01,9.01 05/17/05 PLATO LEARNING INC DE 1.01,9.01 05/13/05 PMC SIERRA INC DE 1.01,5.02 05/14/05 Popular ABS Mortgage Pass-Through Tru DE 8.01,9.01 05/17/05 Popular ABS Mortgage Pass-Through Tru DE 9.01 05/17/05 POWER ONE INC DE 8.01,9.01 05/17/05 PREMIER DEVELOPMENT & INVESTMENT INC NV 8.01,9.01 05/18/05 PRINCIPAL LIFE INSURANCE CO IA 9.01 05/13/05 PRINCIPAL LIFE INSURANCE CO IA 9.01 05/13/05 PRINCIPAL LIFE INSURANCE CO IA 9.01 05/13/05 PRO PHARMACEUTICALS INC NV 8.01,9.01 05/16/05 PRO PHARMACEUTICALS INC NV 8.01,9.01 05/09/05 Protective Life Secured Trust 2005-10 DE 1.03,2.01,8.01,9.01 05/10/05 Protective Life Secured Trust 2005-2 DE 1.03,2.01,8.01,9.01 05/10/05 Protective Life Secured Trust 2005-3 DE 1.03,2.01,8.01,9.01 05/10/05 Protective Life Secured Trust 2005-6 DE 1.03,2.01,8.01,9.01 05/10/05 Protective Life Secured Trust 2005-7 DE 1.03,2.01,8.01,9.01 05/10/05 Protective Life Secured Trust 2005-8 DE 1.03,2.01,8.01,9.01 05/10/05 PSS WORLD MEDICAL INC FL 7.01,9.01 05/13/05 PUBLIC CO MANAGEMENT CORP NV 8.01,9.01 05/13/05 PXRE GROUP LTD 7.01,8.01,9.01 05/16/05 QUESTAR CORP UT 1.01,5.02,9.01 05/18/05 QUICKSILVER RESOURCES INC DE 1.01,9.01 05/17/05 Quincy Energy Corp NV 4.01,9.01 05/13/05 RANGE RESOURCES CORP DE 1.01,9.01 05/12/05 RCG COMPANIES INC DE 5.01 05/13/05 RECKSON ASSOCIATES REALTY CORP MD 1.01,2.01,9.01 05/12/05 REGIONAL BANK HOLDERS SM TRUST NY 9.01 03/31/05 REMEC INC CA 8.01,9.01 05/18/05 RENASANT CORP MS 7.01,9.01 05/17/05 RENTRAK CORP OR 1.01,3.03,5.03,9.01 05/18/05 RETAIL HOLDRS TRUST NY 9.01 03/31/05 RIVIERA HOLDINGS CORP NV 8.01 05/18/05 RIVIERA HOLDINGS CORP NV 8.01,9.01 05/17/05 Rockville Financial Inc. CT 8.01,9.01 05/18/05 ROSS STORES INC DE 2.02,9.01 05/18/05 SABRE HOLDINGS CORP DE 5.03,9.01 05/17/05 SAKS INC TN 1.01,5.02,9.01 05/13/05 SALESFORCE COM INC DE 2.02,9.01 05/18/05 SALIX PHARMACEUTICALS LTD 8.01,9.01 05/18/05 SALON MEDIA GROUP INC DE 2.02,9.01 05/17/05 SATCON TECHNOLOGY CORP DE 2.02,9.01 05/17/05 SAVVIS, Inc. DE 8.01,9.01 05/18/05 SCAN OPTICS INC DE 2.02,9.01 05/16/05 SCAN OPTICS INC DE 1.02,5.02,9.01 05/16/05 SCHEIN HENRY INC DE 5.02,9.01 05/18/05 SD STATE MEDICAL HOLDING CO INC SD 8.01 05/16/05 SEATTLE GENETICS INC /WA DE 1.01,9.01 05/13/05 SEMICONDUCTOR HOLDRS TRUST NY 9.01 03/31/05 SENTRY TECHNOLOGY CORP 2.03,9.01 05/13/05 SHELTER PROPERTIES V LIMITED PARTNERS CA 1.01 05/12/05 SINCLAIR BROADCAST GROUP INC MD 1.01,9.01 05/12/05 SINOFRESH HEALTHCARE INC FL 2.02,9.01 05/18/05 SITEL CORP MN 1.01,9.01 05/12/05 SOFTWARE HOLDRS TRUST NY 8.01,9.01 03/31/05 SOLUTIA INC DE 7.01,9.01 05/18/05 SPEEDUS CORP DE 2.02,9.01 05/16/05 STANDARD MANAGEMENT CORP IN 2.02,9.01 05/16/05 STAR GAS PARTNERS LP DE 8.01,9.01 05/12/05 STEELCLOUD INC VA 8.01,9.01 05/17/05 STEPHAN CO FL 1.01,5.02,7.01,9.01 05/18/05 STEWART & STEVENSON SERVICES INC TX 7.01,9.01 05/17/05 STONEPATH GROUP INC DE 2.02,7.01,9.01 05/16/05 SUN BANCORP INC /NJ/ NJ 5.04,9.01 05/17/05 SUNRISE SENIOR LIVING INC DE 7.01 05/18/05 SUREWEST COMMUNICATIONS CA 8.01,9.01 05/17/05 SUSQUEHANNA BANCSHARES INC PA 1.01,9.01 05/17/05 SYBRON DENTAL SPECIALTIES INC DE 1.01,9.01 05/12/05 SYNOPSYS INC DE 2.02,5.02,9.01 05/13/05 SYNOVIS LIFE TECHNOLOGIES INC MN 1.01 05/13/05 SYNPLICITY INC CA 1.01,9.01 05/12/05 SYSCO CORP DE 1.01 05/12/05 TALBOTS INC DE 2.02,9.01 05/18/05 TELECOM HOLDRS TRUST NY 9.01 03/31/05 TERREMARK WORLDWIDE INC DE 8.01,9.01 05/16/05 TESSERA TECHNOLOGIES INC DE 7.01,9.01 05/18/05 TEXAS CAPITAL BANCSHARES INC/TX DE 1.01 05/17/05 TIPPERARY CORP TX 1.01 05/13/05 TOO, INC. DE 2.02,9.01 05/18/05 TOUCHSTONE APPLIED SCIENCE ASSOCIATES DE 4.02 05/18/05 TOWER PROPERTIES CO MO 1.01,2.01,8.01,9.01 03/02/05 AMEND TOYS R US INC DE 8.01,9.01 05/18/05 TRAILER BRIDGE INC 9.01 05/16/05 TRANSDIGM INC DE 7.01,9.01 05/17/05 TRANSMETA CORP DE 2.02 05/16/05 TRANSMETA CORP DE 5.02 05/12/05 TREDEGAR CORP VA 1.01,9.01 05/16/05 TRIMBLE NAVIGATION LTD /CA/ CA 1.01 05/17/05 Trust Licensing, Inc., F/K/A New Moun 2.03,5.03,9.01 05/17/05 TUESDAY MORNING CORP/DE DE 7.01,9.01 05/18/05 U S PHYSICAL THERAPY INC /NV NV 7.01,9.01 05/18/05 ULTIMATE SOFTWARE GROUP INC DE 1.01,9.01 05/17/05 ULTRALIFE BATTERIES INC DE 7.01,9.01 05/18/05 UNIFI INC NY 8.01,9.01 05/18/05 UNITED DOMINION REALTY TRUST INC MD 7.01,9.01 05/18/05 UNITED PARCEL SERVICE INC DE 1.01,9.01 05/15/05 UNIVERSAL AUTOMOTIVE INDUSTRIES INC / DE 1.01 05/12/05 UNIVERSAL COMPRESSION HOLDINGS INC DE 1.01 03/31/05 US CONCRETE INC DE 7.01 05/18/05 USA Mobility, Inc DE 8.01,9.01 05/18/05 USA VIDEO INTERACTIVE CORP WY 8.01,9.01 05/11/05 UTILITIES HOLDERS SM TRUST NY 8.01,9.01 03/31/05 VALMONT INDUSTRIES INC DE 1.01,2.03,9.01 05/16/05 VCA ANTECH INC DE 1.01,1.02,2.03,8.01,9.01 05/16/05 VCG HOLDING CORP CO 4.01,9.01 05/18/05 VECTREN CORP IN 8.01 05/16/05 VENDINGDATA CORP NV 2.02,7.01,9.01 05/16/05 VIACOM INC DE 1.01,2.03,9.01 05/12/05 VIEWCAST COM INC DE 5.02,9.01 05/18/05 VIRAGEN INC DE 8.01,9.01 05/13/05 VIRGINIA ELECTRIC & POWER CO VA 1.01,9.01 05/12/05 VITRIA TECHNOLOGY INC DE 1.01,9.01 05/12/05 VSUS TECHNOLOGIES INC DE 4.01,9.01 05/13/05 VWR International, Inc. 2.02,7.01 05/18/05 VYYO INC DE 1.01 05/13/05 WACHOVIA COMMERCIAL MORTGAGE INC 1999 NJ 8.01,9.01 05/16/05 WACHOVIA SBA LENDING INC SERIES 1998- NJ 8.01,9.01 05/16/05 WACHOVIA SBA LENDING INC SERIES 1999- NJ 8.01,9.01 05/16/05 WALTER INDUSTRIES INC /NEW/ DE 7.01 05/18/05 WASTE SERVICES, INC. A6 8.01,9.01 05/17/05 WATERFORD GAMING LLC DE 8.01 05/18/05 WELLS REAL ESTATE INVESTMENT TRUST II MD 7.01,9.01 05/17/05 AMEND WELLS REAL ESTATE INVESTMENT TRUST IN DE 7.01,9.01 05/17/05 AMEND WESTELL TECHNOLOGIES INC DE 2.02,9.01 05/12/05 WHEELING ISLAND GAMING INC DE 2.02,9.01 05/17/05 WINMARK CORP MN 5.04,9.01 05/18/05 WIRELESS FRONTIER INTERNET INC DE 5.02,7.01 05/17/05 WIRELESS HOLDRS TRUST NY 9.01 03/31/05 WISCONSIN ENERGY CORP WI 8.01 05/18/05 WISCONSIN ENERGY CORP WI 4.01,9.01 05/18/05 WORLD HEART CORP A6 5.02,9.01 05/17/05 WORLDWATER CORP NV 1.01,9.01 05/18/05 WQN, Inc. 2.02,9.01 05/18/05 WRC MEDIA INC DE 7.01,9.01 05/18/05 WYNDHAM INTERNATIONAL INC DE 5.02 05/17/05 XCYTE THERAPIES INC WA 1.01,2.02,2.05,5.02,7.01,9.01 05/16/05 XETA TECHNOLOGIES INC OK 4.01 05/13/05 YP CORP NV 2.02,9.01 05/17/05 YUM BRANDS INC NC 8.01,9.01 05/18/05 ZAP CA 5.02,9.01 05/18/05 ZENITH NATIONAL INSURANCE CORP DE 1.01,9.01 05/18/05 ZENITH NATIONAL INSURANCE CORP DE 8.01,9.01 05/18/05 ZKID NETWORK CO NV 4.01 05/18/05