SEC NEWS DIGEST Issue 2004-38 February 26, 2004 COMMISSION ANNOUNCEMENTS SEC PROPOSES MANDATORY REDEMPTION FEES FOR MUTUAL FUND SECURITIES On February 25, the Commission voted to propose new Rule 22c-2 under the Investment Company Act of 1940. Redemption Fee The rule would require all mutual funds to impose a 2 percent fee on the redemption proceeds of shares redeemed within 5 days of their purchase. The fund itself would retain the proceeds from the redemption fees. The rule is designed to require short-term shareholders to reimburse the fund for the direct and indirect costs that the fund pays to redeem these investors' shares. In the past, these costs generally have been borne by the fund and its long-term shareholders. Thus the redemption fee would be a "user fee" to reimburse the fund for the cost of accommodating frequent traders. Smaller Investors The proposed rule includes several provisions designed to prevent the fee from affecting most ordinary redemption transactions by smaller investors: First, the rule requires that a fund calculate the redemption fee on shares held the longest period of time first. This method will minimize the likelihood that redemptions of part of a shareholder's account will be assessed a redemption fee. Second, the rule would include a de minimis exception – the fund would not be required to impose a redemption fee of $50 or less. This means that a fund could waive redemption fees on the redemption of $2,500 or less in fund shares. Third, the rule would include an emergency exception that would allow a shareholder not to pay a redemption fee in the event of an unanticipated financial emergency. This means that at least $10,000 would be available to a shareholder in a financial emergency and no redemption fee would be charged. Excepted Funds The rule would not apply to money market funds and exchange-traded funds. It also would not apply to mutual funds that encourage active trading and disclose to investors in the prospectus that such trading will likely impose costs on the fund. Omnibus Accounts Many funds today that impose redemption fees do not impose them on shareholders who hold their shares through financial intermediaries such as broker-dealers and retirement plans. These intermediaries often are reluctant to provide enough shareholder information to the fund to allow it to assess the redemption fee. The proposed rule would require that funds obtain the information they need to assess the redemption fee, and to oversee the efforts of intermediaries to assess those fees and remit them to the fund. Market Timing The rule would supplement other measures the Commission has recently taken to address short-term trading, including abusive market timing activity. It is not designed to be an exclusive cure for the problem of abusive market timing, which will often (but need not) involve rapid trading strategies. Conversely, the proposal is not designed to solely address large traders. The costs imposed on long-term investors in funds by the cumulative effect of many smaller short-term traders may be greater than those imposed by a few large traders. If adopted, the proposal would allow funds to recoup some, if not all, of these costs. The principal solution to abusive market timing transactions is the accurate calculation of net asset value each day, using current and not stale prices. Accordingly, the Commission made clear in a release last December that the Investment Company Act of 1940 requires funds to calculate their net asset value based on the "fair value" of a portfolio security if the market quotes are unavailable or unreliable. Although fair value pricing can reduce the profits that market timers seek to extract from mutual funds, it is subjective in nature. Thus a redemption fee, together with fair value pricing, can serve to reduce, if not eliminate, the profits that market timers seek to extract from the fund. The release would request comment on how funds can more effectively implement fair value pricing methods, and whether the Commission should provide further guidance in this area. Comments on the proposed rule should be submitted to the Commission within 60 days of its publication in the Federal Register. (Press Rel. 2004-23) ENFORCEMENT PROCEEDINGS FINDINGS MADE AND SANCTIONS IMPOSED AGAINST CAMILO PEREIRA The Commission has issued an Order Instituting Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions (Order) against Respondent Camilo Pereira a/k/a Camilo Agasim-Pereira, the Baron of Fulwood (Pereira). The Commission's Order finds that on February 13 a Final Judgment of Permanent Injunction and Other Relief (Final Judgment) was entered against Pereira, by his consent, permanently enjoining Pereira from further violations of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 hereunder, among other relief. The Final Judgment was entered against Pereira in a civil injunctive action filed by the Commission on July 15, 2002, where the Commission alleged that Pereira, Chief Executive Officer of Quest Net Corporation (Quest Net), disseminated false and misleading press releases and other information from July 1998 through April 1999 regarding the stock of Quest Net and that at the time of dissemination of that information, Pereira profited from the sale of Quest Net's stock through various nominee accounts. Pereira submitted, and the Commission accepted, an Offer of Settlement whereby he consented to the entry of the Order, without admitting or denying the findings contained therein except as to jurisdiction and the entry of the permanent injunction against him. The Commission, based upon the findings and the Offer of Settlement, barred Pereira from participating in any offering of a penny stock. (Rel. 34-49321; File No. 3-11415) COMPLAINT FILED AGAINST AMERICAN GOLD MINING CORPORATION AND RONALD MARKHAM On February 23, a complaint was filed in the U.S. District Court for the District of Utah, seeking permanent injunctions against American Gold Mining Corp. (American Gold) and Ronald V. Markham (Markham) and seeking disgorgement, civil money penalties and an officer/director bar against Markham. The complaint alleges that American Gold and Markham, its president and CEO, fraudulently sold approximately $7 million of American Gold's common stock to approximately 140 investors in unregistered transactions. Markham located and solicited investors personally, through intermediaries, and by causing favorable magazine articles to be published about American Gold and having these articles appear on the magazine's Internet web site. It is further alleged that through both a private placement memorandum and oral presentations, Markham made material misrepresentations regarding, among other things: the amounts of gold and platinum ore in mining claims leased by American Gold; the viability of an extraction process developed by American Gold to recover precious metals; and how investor funds would be used by American Gold to develop its mining property. It is also alleged that Markham promised large returns on investments in American Gold and that he misappropriated at least $3.4 million of the invested funds for his personal living expenses. The complaint alleges that by engaging in such conduct American Gold and Markham have violated Sections 5(a), 5(c) and 17 (a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. [SEC v. American Gold Mining Corporation and Ronald V. Markham, Docket No. 2:04 CV-0190 JTG, USDC, D Utah] (LR-18594) COMPLAINT FILED AGAINST DON-ALLEN RUTTENBERG On February 25, the Commission filed a complaint in the U.S. District Court for the Northern District of Alabama against Don-Allen Ruttenberg, a former Executive Vice- President of Just for Feet, Inc., a large shoe and sports apparel retailer formerly headquartered in Birmingham, Alabama. The Complaint alleges that, in connection with the audit of Just for Feet's fiscal 1998 financial statements in the spring of 1999, Ruttenberg was instrumental in the acquisition of fraudulent confirmations used to confirm the validity of unearned receivables Just for Feet had recognized from its vendors. The complaint also alleges that Ruttenberg played a role in obtaining other confirmations that were fraudulently used to confirm the validity of income Just for Feet had improperly recognized through the acquisition of merchandise display booths from its vendors. The overstatement of income and assets resulting from this misconduct was reflected on Just for Feet's financial statements included in its Form 10-K filed for fiscal year 1998, Forms 10-Q filed for the first and second quarters of fiscal year 1999, and in its registration statements on Forms S-8 and S-4 filed in May and June of 1999, respectively. The complaint seeks a permanent injunction enjoining Ruttenberg from further Section 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 13b2-1 and 13b2-2 thereunder and his aiding and abetting violations by Just for Feet 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. In addition, the Complaint seeks an award of disgorgement, prejudgment interest thereon and a civil penalty. Also on this date, the U.S. Department of Justice and the Office of the U.S. Attorney for the Northern District of Alabama unsealed an information containing criminal charges against Ruttenberg in this matter. Ruttenberg has agreed to plead guilty to the charges. The Commission acknowledges the assistance of the U.S. Department of Justice, the Office of the U.S. Attorney for the Northern District of Alabama and the Alabama Securities Commission in this matter. The Commission's investigation is continuing. [SEC v. Don-Allen Ruttenberg, Civil Action No. CV-04-P-0371-S, NDAL] (LR-18595; AAE Rel. 1964) FORMER SENIOR VICE PRESIDENT AT CARREKER CORPORATION AND HIS BROTHER CHARGED WITH ILLEGAL INSIDER TRADING The Commission announces that on February 24 a federal grand jury in Dallas, Texas returned a seven-count indictment against George and Peter Matus charging the brothers with illegal insider trading. Specifically, the indictment charges each defendant with one count of conspiracy to commit securities fraud, make false statements and wire fraud; one count of securities fraud; four counts of wire fraud; and one count of making false statements to the Securities and Exchange Commission. It is anticipated that both defendants will surrender to federal authorities in Dallas within the week. The defendants are: * George P Matus, age 34, a resident of Allen, Texas, at the time of the illegal trades, was Senior Vice President of Investor Relations at Carreker Corporation, a Dallas, Texas, based company traded on the Nasdaq stock market. * Peter T. Matus, age 29, a resident of Salt Lake City, Utah, and brother of George Matus. Peter Matus, at the time of the illegal trades, was a registered representative with a brokerage firm. Previously, the Commission filed a civil suit against the defendants and alleged that George Matus had advance knowledge of Carreker's negative earnings news and participated in both the drafting of the press release announcing the negative news and the decision as to when to release the news. Rather than maintain the confidentiality of the news and abstain from trading in Carreker stock, however, George Matus conveyed the confidential negative information to his brother and transferred $50,000 to him in order to trade in Carreker securities and profit from the non-public information. Pursuant to their plan, Peter Matus then used his brother's funds to purchase 750 Carreker put options, effectively betting that the price of Carreker shares would decline once the negative news was made public. Predictably, upon release of the negative news, the price of Carreker stock declined. When Peter Matus sold the options a week later, the price had declined more than 40%, netting the brothers a profit of $209,940. On June 24, 2004, the Court entered a final judgment in the Commission's case that permanently enjoined George and Peter Matus from further violations of Section 10(b) of the Securities Act of 1934, ordered George and Peter Matus jointly and severally to disgorge $209,940 in illegal trading profits plus $9,941 prejudgment interest on that amount and assessed the maximum civil penalty of $629,820 against each defendant under the Insider Trading Sanctions Act. The Court also imposed an officer and director bar against George Matus, finding that he acted with a high degree of scienter in releasing material non-public information to Peter Matus and that his conduct was egregious. [U.S. v. George P. Matus and Peter T. Matus, USDC, NDTX, Dallas Division, Criminal Action No. 3-04-CR-060-N; SEC v. George Matus and Peter T. Matus, USDC ED/TX, Civ. 4:01CV359-PB] (LR-18596) SEC SUES DARREN SILVERMAN AND MATTHEW BRENNER IN CONNECTION WITH $33 MILLION SECURITIES FRAUD THAT AFFECTED HUNDREDS OF INVESTORS NATIONWIDE The Commission announced that on February 19 it filed a complaint for injunctive and other relief against Darren Silverman (Silverman) and Matthew Brenner (Brenner) to enjoin them from violating the antifraud provisions and the securities registration provisions of the federal securities laws. Silverman and Brenner both reside in Boca Raton, Florida. The SEC alleges that from August 1999 through May 2002, Silverman and Brenner defrauded hundreds of investors out of approximately $33 million through the offer and sale of unregistered securities marketed as purported hedge funds. The hedge funds, IDT Fund A. Ltd., IDT Fund B Ltd., IDT Fund C Ltd., The Millennium IDT Fund Ltd., and IDT Venture (collectively, IDT Funds) were later rolled into IDT Group, Inc. (IDT Group). During the relevant time period, Silverman and/or Brenner were instrumental in operating, managing and supervising IDT Funds and IDT Group. According to the SEC's complaint, Silverman and Brenner used deceptive offering materials and fictitious statements, among other things, to entice persons to invest in the hedge funds. The Complaint alleges that they then lulled investors into keeping their funds invested – and making additional investments – by sending account statements falsely stating the IDT Funds were profitable and outperforming major market indicators. The complaint also alleges that Silverman and Brenner misrepresented the safety of the investments and lied to investors about the compensation paid to the hedge fund day traders. Further, the complaint alleges that Silverman and Brenner also misled investors by paying investors what they claimed were "dividends" but, in truth, were new investor funds paid to earlier investors, in a Ponzi-like fashion. Finally, the Complaint alleges that Silverman and Brenner directed both IDT Funds, and its successor IDT Group, to employ unlicensed sales representatives who raised millions of dollars from investors, including more than $3 million from religious non-profit organizations. As a result, the SEC alleges that Silverman and Brenner violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5, thereunder; and violated Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. In addition, the complaint alleges that Silverman and Brenner acted as "control persons" of IDT Funds under section 20(a) of the Exchange Act for its violations of Section 10(b) of the Exchange Act and Rule 10b-5, thereunder. The SEC is also seeking in its lawsuit, among other things, a permanent injunction, disgorgement and civil penalties. [SEC v. Darren Silverman and Matthew Brenner, Case No. 04-80153-CIV-COHN, SD Fla.] (LR-18597) INVESTMENT COMPANY ACT RELEASES PMC CAPITAL, INC., ET AL. An order has been issued on an application filed by PMC Capital, Inc., et al. under the Investment Company Act. The order permits PMC Capital, Inc., a business development company, to merge into PMC Commercial Trust, a real estate investment trust. (Rel. IC- 26358 – February 25) ORDERS OF DEREGISTRATION UNDER THE INVESTMENT COMPANY ACT Orders have been issued under Section 8(f) of the Investment Company Act declaring that each of the following has ceased to be an investment company: CCM Advisors Fund [File No. 811-10241] (Rel. IC –26359- February 25) Anchor International Bond Trust [File No. 811-4644] (Rel. IC -26360- February 25) The Willamette Funds [File No. 811-10275] (Rel. IC -26361- February 25) State Street Research Growth Trust [File No. 811-985] (Rel. IC -26362- February 25) State Street Research Tax-Exempt Trust [File No. 811-4558] (Rel. IC -26363- February 25) Credit Suisse Trust II [File No. 811-7999] (Rel. IC -26364- February 25) Van Kampen Florida Municipal Opportunity Trust [File No. 811-7726] (Rel. IC -26365- February 25) New York Life Investment Management Institutional Funds [File No. 811-10307] (Rel. IC -26366- February 25, 2004) The India Growth Fund Inc. [File No. 811-5571] (Rel. IC -26367- February 25) METROPOLITAN LIFE INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until March 26, 2004, to request a hearing on an application filed by Metropolitan Life Insurance Company, et al. Applicants seek an order pursuant to Section 26(c) of the Investment Company Act to permit the substitution of certain classes of shares of certain portfolios of the Metropolitan Series Fund, Inc. for Class A shares of certain portfolios of the CDC Nvest Cash Management Trust, CDC Nvest Funds Trust I, and CDC Nvest Funds Trust II. (Rel. IC-26368 – February 25) REAL ESTATE INCOME FUND INC., ET AL. A notice has been issued giving interested persons until March 22, 2004, to request a hearing on an application filed by Real Estate Income Fund Inc., et al. for an order under Section 6(c) of the Investment Company Act for an exemption from Section 19(b) of the Act and Rule 19b-1 under the Act. The order would permit certain registered closed-end management investment companies to make periodic distributions of long-term capital gains, as often as monthly, on their outstanding common stock and as often as distributions are specified in the terms of any preferred stock. (Rel. IC-26369 - February 25) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934, and Rule 19b-4 thereunder, on Jan. 30, 2004, the New York Stock Exchange, and on Feb. 3, 2004, the National Association of Securities Dealers filed proposed rule changes with the Commission (SR- NYSE-2004-03, NASD-2004-020, respectively) relating to certain prerequisites to and exemptions from taking the Research Analyst Qualification Examination (Series 86/87). Publication of the proposal is expected in the Federal Register during the week of March 1. (Rel. 34-49314) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-Amex- 2004-08) submitted by the American Stock Exchange relating to Trust Certificates Linked to a Basket of Investment Grade Fixed Income Securities. Publication of the proposal is expected in the Federal Register during the week of March 1. (Rel. 34- 49315) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES The Fixed Income Clearing Corporation filed a proposed rule change (SR-FICC-2003- 11) under Section 19(b)(1) of the Exchange Act. The proposed rule change, which became effective upon filing, modifies the rules of FICC's Government Securities Division and Mortgage-Backed Securities Division so that notices disseminated to members in an electronic format will satisfy each Division's notification obligations. Publication of the proposal is expected in the Federal Register during the week of March 1. (Rel. 34-49316) A proposed rule change filed by the Fixed Income Clearing Corporation to allow FICC to amend its rules regarding member compliance with applicable laws in the use of FICC's services, use of modern forms of signatures, and the non-eligibility of certain securities (SR-FICC-2003-12) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of March 1. (Rel. 34-49317) 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: . N-2 PIONEER TAX ADVANTAGED BALANCED TRUST, 40 ($1,000,000.00) Equity, (File 333-113064 - Feb. 25) (BR. 16) S-3 ARROWHEAD RESEARCH CORP, 150 S LOS ROBLES, SUITE 480, PASADENA, CA, 91101, 626-792-5549 - 0 ($76,272,860.00) Equity, (File 333-113065 - Feb. 25) (BR. 37) S-8 XYNERGY CORP, 269 SO. BEVERLY DRIVE SUITE 938, BEVERLY HILLS, CA, 90212, 310-274-0086 - 6,000,000 ($540,000.00) Equity, (File 333-113066 - Feb. 25) (BR. 02) S-8 BGR CORP, 7263 E. SAN ALFREDO, SCOTTSDALE, AZ, 85258, 4805964014 - 4,000,000 ($1,120,000.00) Other, (File 333-113068 - Feb. 25) (BR. 05) S-2 NANOPIERCE TECHNOLOGIES INC, 370 SEVENTEENTH STREET, SUITE 3580, DENVER, CO, 80202, 3035921010 - 0 ($39,648,000.00) Equity, (File 333-113071 - Feb. 25) (BR. 36) S-8 BROOKFIELD PROPERTIES CORP, BCE PLACE, 181 BAY ST STE 4400, TORONTO ONTARIO CANA, A6, 00000, 4163598647 - 9,000,000 ($269,730,000.00) Equity, (File 333-113073 - Feb. 25) (BR. 08) S-4 CENTENNIAL COMMUNICATIONS CORP /DE, 3349 ROUTE 138, BLDG. A, WALL, NJ, 07719, 7325562200 - 0 ($325,000,000.00) Non-Convertible Debt, (File 333-113074 - Feb. 25) (BR. 37) S-3 SL GREEN REALTY CORP, 420 LEXINGTON AVENUE, ATTN: STEVEN KAHN, NEW YORK, NY, 10170, 2125942700 - 0 ($500,000,000.00) Other, (File 333-113076 - Feb. 25) (BR. 08) S-3 MIDWAY GAMES INC, 2704 WEST ROSCOE STREET, CHICAGO, IL, 60618, 7739612222 - 0 ($100,000,000.00) Unallocated (Universal) Shelf, (File 333-113077 - Feb. 25) (BR. 03) S-8 K FED BANCORP, 1359 N GRAND AVE, COVINA, CA, 91724, 8888699358 - 0 ($2,200,000.00) Equity, (File 333-113078 - Feb. 25) (BR. 07) S-8 AXIA GROUP INC/UT, 268 W 400 S STE 300, SALT LAKE CITY, UT, 84101, 8015758073 - 1,000,000 ($110,000.00) Equity, (File 333-113079 - Feb. 25) (BR. 08) N-2 FIRST TRUST VALUE LINE R & IBBOTSON EQUITY ALLOCATION FUND, FIRST TRUST PORTFOLIOS LP, 1001 WARRENVILLE RD STE 300, LISLE, IL, 60532, 6302414141 - 1,000 ($20,000.00) Equity, (File 333-113080 - Feb. 25) (BR. 18) S-3 DELPHAX TECHNOLOGIES INC, 12500 WHITEWATER DRIVE, MINNETONKA, MN, 55343-9420, 952-939-9000 - 0 ($6,965,438.00) Equity, (File 333-113081 - Feb. 25) (BR. 36) S-3 EMERGE INTERACTIVE INC, 10315 102ND TERRACE, SEBASTIAN, FL, 32958, 5615897331 - 3,994,349 ($10,265,477.00) Equity, (File 333-113082 - Feb. 25) (BR. 08) S-8 MAPINFO CORP, ONE GLOBAL VIEW, TROY, NY, 12180, 5182856000 - 650,000 ($8,833,500.00) Equity, (File 333-113083 - Feb. 25) (BR. 03) S-8 BIO AMERICAN CAPITAL CORP, 498 ELLIS ST, 2ND FLOOR, PENTICTON BC, A1, V2A 4M2, 2504976072 - 10,000,000 ($22,500.00) Equity, (File 333-113084 - Feb. 25) (BR. 09) S-8 FIRST SECURITYFED FINANCIAL INC, 936 N WESTERN AVE, CHICAGO, IL, 60622, 7737724500 - 0 ($7,774,630.16) Equity, (File 333-113085 - Feb. 25) (BR. 07) S-8 NETOPIA INC, 6001 SHELLMOUND STREET 4TH FLOOR, MARKET PLACE TOWER, EMERYVILLE, CA, 94608, 510-420-7400 - 0 ($17,497,500.00) Equity, (File 333-113086 - Feb. 25) (BR. 03) S-8 ILEX ONCOLOGY INC, 4545 HORIZON HILL BLVD, SAN ANTONIO, TX, 78229, 210-949-8200 - 0 ($40,523,499.00) Equity, (File 333-113089 - Feb. 25) (BR. 01) S-8 NOXSO CORP, 19 MAPLE LANE, RHINEBECK, NY, 12572, 9142664858 - 500,000 ($505,000.00) Equity, (File 333-113090 - Feb. 25) (BR. 04) S-3 DURA AUTOMOTIVE SYSTEMS INC, 4508 IDS CENTER, MINNEAPOLIS, MN, 55402, 6123422311 - 0 ($19,058,403.00) Equity, (File 333-113092 - Feb. 25) (BR. 05) S-8 ODYSSEY PICTURES CORP, 16910 DALLAS PARKWAY, SUITE 104, DALLAS, TX, 75248, 3105563656 - 1,650,000 ($148,500.00) Equity, (File 333-113093 - Feb. 25) (BR. 05) S-8 BIOENVISION INC, ONE ROCKEFELLER PLAZA, SUITE 1600, NEW YORK, NY, 10020, 2124456581 - 4,500,000 ($13,275,000.00) Equity, (File 333-113094 - Feb. 25) (BR. 01) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. 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 ------------------------------------------------------------------------------------------------ A C MOORE ARTS & CRAFTS INC PA X 02/25/04 ADELPHIA COMMUNICATIONS CORP DE X X 02/25/04 AGE RESEARCH INC UT X X 02/20/04 ALCAN INC A6 X 11/25/03 AMB PROPERTY CORP MD X 12/11/03 AMEND AMB PROPERTY LP DE X 12/11/03 AMEND AMC ENTERTAINMENT INC DE X X 02/24/04 AMERICAN AIRLINES INC DE X 02/13/04 AMERICAN FINANCIAL REALTY TRUST X 02/25/04 AMERUS GROUP CO/IA IA X X X 02/25/04 AMR CORP DE X 02/13/04 ANGLOTAJIK MINERALS INC NV X X 02/13/04 AMEND APARTMENT INVESTMENT & MANAGEMENT CO MD X 02/24/04 APHTON CORP DE X 02/24/04 APOLLO HOLDINGS INC DE X 02/20/04 AQUA AMERICA INC PA X X 02/20/04 ARBITRON INC DE X 02/25/04 ASBURY AUTOMOTIVE GROUP INC DE X 02/25/04 ASBURY AUTOMOTIVE GROUP INC DE X 02/25/04 ASTROPOWER INC DE X X 02/20/04 AT&T CORP NY X 02/23/04 AUDIOVOX CORP DE X X X 02/19/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 02/24/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 02/25/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 02/25/04 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 02/25/04 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 02/24/04 BANCFIRST CORP /OK/ OK X 02/25/04 BANCINSURANCE CORP OH X X 02/25/04 BANYAN CORP /OR/ OR X X 02/23/04 BEAR STEARNS ASSET BACKED SECURITIES DE X X 02/25/04 BEAR STEARNS ASSET BACKED SECURITIES DE X X 02/25/04 BECTON DICKINSON & CO NJ X 02/24/04 BIOLASE TECHNOLOGY INC DE X X X 02/24/04 BLUE RIVER BANCSHARES INC IN X 02/23/04 BMW VEHICLE OWNER TRUST 2001-A DE X 02/25/04 BMW VEHICLE OWNER TRUST 2002-A X 02/25/04 BMW VEHICLE OWNER TRUST 2003-A X 02/25/04 BORLAND SOFTWARE CORP DE X X 02/24/04 BROWN FORMAN CORP DE X 02/24/04 BROWN SHOE CO INC NY X X 02/25/04 CAL DIVE INTERNATIONAL INC MN X X 02/24/04 CALIFORNIA AMPLIFIER INC DE X 02/24/04 CAMBRIDGE HEART INC DE X 02/25/04 CAPITAL GROWTH SYSTEMS INC /FL/ FL X 02/24/04 CAREY INSTITUTIONAL PROPERTIES INC /M MD X X 02/25/04 CATALYST INTERNATIONAL INC DE X 02/25/04 CAYUGA ACQUISITION CORP NV X X X 02/25/04 CDI CORP PA X 02/25/04 CENTER FINANCIAL CORP CA X X 02/25/04 CENTERSTATE BANKS OF FLORIDA INC FL X X 02/23/04 CENTEX CORP NV X X 02/25/04 CENTRA FINANCIAL HOLDINGS INC WV X X 02/25/04 CENTRAL EUROPEAN MEDIA ENTERPRISES LT X X 02/25/04 CENTURY ALUMINUM CO DE X X 02/24/04 CERTEGY INC GA X X 02/25/04 CHARTER FINANCIAL CORP/GA X X 02/25/04 CHASE MORTGAGE FINANCE CORP DE X X 02/17/04 CHESAPEAKE CORP /VA/ VA X 02/24/04 CHINA RESOURCES DEVELOPMENT INC NV X X 02/10/04 CHINDEX INTERNATIONAL INC DE X X 02/24/04 CINCINNATI BELL INC OH X 02/25/04 CINCINNATI FINANCIAL CORP DE X 02/25/04 CIT EQUIPMENT COLLATERAL 2002-VT1 DE X 02/18/04 CIT EQUIPMENT COLLATERAL 2003-EF1 DE X 02/18/04 CLEAR CHANNEL COMMUNICATIONS INC TX X X 02/25/04 CLICK2LEARN INC/DE/ DE X 02/18/04 CNH WHOLESALE RECEIVABLES INC DE X X 02/17/04 COLONIAL COMMERCIAL CORP NY X 02/20/04 COMMERCIAL CAPITAL BANCORP INC NV X X 02/25/04 COMMONWEALTH BANKSHARES INC VA X 02/25/04 COMMUNITY HEALTH SYSTEMS INC DE X 02/25/04 COMPUCREDIT CORP GA X X 02/25/04 AMEND CONSTELLATION BRANDS INC DE X X 02/24/04 CONSUMER DIRECT OF AMERICA NV X X 02/20/02 CONSUMER DIRECT OF AMERICA NV X X 06/06/02 CORTLAND BANCORP INC OH X 02/25/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 02/25/04 CT COMMUNICATIONS INC /NC NC X 02/24/04 CURATIVE HEALTH SERVICES INC X X 02/25/04 CWABS INC DE X X 02/20/04 CWABS INC DE X X 02/24/04 CWABS INC DE X X 02/24/04 CWABS INC DE X X 02/24/04 CWALT INC X X 02/25/04 DAIMLERCHRYSLER SERVICES NORTH AMERIC MI X X 02/23/04 DARDEN RESTAURANTS INC FL X 02/25/04 DEERE & CO DE X 02/25/04 DIGITALPREVIEWS COM INC NV X 02/24/04 DIVERSIFIED REALTY INC MT X 12/31/03 DOMINION HOMES INC OH X X 02/24/04 DONEGAL GROUP INC DE X X 02/20/04 DONNELLEY R R & SONS CO DE X X 02/25/04 DURATEK INC DE X X 02/24/04 DYNAMICS RESEARCH CORP MA X X 02/24/04 EATON VANCE CORP MD X X X 02/25/04 EDUCATION LOANS INC /DE DE X 02/11/04 EDWARDS A G INC DE X 02/24/04 EFUNDS CORP DE X X 02/20/04 EGL INC TX X 02/25/04 EMERSON ELECTRIC CO MO X 02/25/04 EMISPHERE TECHNOLOGIES INC DE X X 02/19/04 ENERGY CORP OF AMERICA WV X 02/25/04 ENVIRONMENTAL POWER CORP DE X X 02/25/04 EPOCH BIOSCIENCES INC DE X X 02/23/04 EQUITY OIL CO CO X X 02/25/04 ERIE FAMILY LIFE INSURANCE CO PA X 12/31/03 ERIE INDEMNITY CO PA X 02/25/04 EURONET WORLDWIDE INC DE X X 02/20/04 EVCI CAREER COLLEGES INC DE X X 02/23/04 EVERGREENBANCORP INC WA X X 02/18/04 EXCELLIGENCE LEARNING CORP DE X 02/25/04 EXEGENICS INC DE X X 02/23/04 EXPRESS SCRIPTS INC DE X X X 12/31/03 FIBERSTARS INC /CA/ CA X 02/25/04 FIRST MIDWEST BANCORP INC DE X X 02/25/04 FIRST UNION NATIONAL BANK COM MORT PA NC X X 02/18/04 FLAMEMASTER CORP NV X 02/25/04 FPIC INSURANCE GROUP INC FL X X 02/24/04 FREMONT GENERAL CORP NV X 02/25/04 GAS TRANSMISSION NORTHWEST CORP CA X 02/24/04 GATEWAY DISTRIBUTORS LTD NV X X 02/18/04 GE COMMERCIAL MORT CORP PASS THR CERT DE X X 02/25/04 GENESIS ENERGY LP DE X X X 02/25/04 GLIMCHER REALTY TRUST MD X X 02/23/04 GOLD BANC CORP INC KS X X 02/24/04 GOLDEN EAGLE INTERNATIONAL INC CO X 02/24/04 GRIC COMMUNICATIONS INC CA X X 02/18/04 HALLIBURTON CO DE X 02/24/04 HANCOCK FABRICS INC DE X X 02/01/04 HANDLEMAN CO /MI/ MI X 02/24/04 HARTVILLE GROUP INC NV X X 02/18/04 HEALTHSTREAM INC TN X X 02/25/04 HEICO CORP FL X 02/24/04 HEIDRICK & STRUGGLES INTERNATIONAL IN DE X X 02/25/04 HEINZ H J CO PA X 02/24/04 HESKA CORP DE X 12/31/03 HIENERGY TECHNOLOGIES INC DE X 01/15/04 HIGHLAND HOSPITALITY CORP MD X 02/25/04 HIGHWOODS PROPERTIES INC MD X 02/24/03 HUDSON CITY BANCORP INC DE X X 02/24/04 HUDSON VALLEY HOLDING CORP NY X X 02/24/04 HUNTINGTON BANCSHARES INC/MD MD X X 02/18/04 HUNTINGTON PREFERRED CAPITAL INC OH X X 02/24/04 IBIS TECHNOLOGY CORP MA X X 02/25/04 IMERGENT INC DE X X 02/24/04 IMH ASSETS CORP DE X X 02/25/04 INTELLISYNC CORP DE X X 02/24/04 IPARTY CORP DE X 02/25/04 JONES APPAREL GROUP INC PA X X 02/25/04 JOY GLOBAL INC DE X 01/31/04 KOGER EQUITY INC FL X X 02/23/04 LAKES ENTERTAINMENT 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INC X 02/25/04 PLC SYSTEMS INC X X 02/25/04 PLUG POWER INC DE X 02/25/04 POINDEXTER J B & CO INC DE X X 02/24/04 POWER ONE INC DE X X 02/24/04 PREFORMED LINE PRODUCTS CO OH X 02/25/04 PRO PHARMACEUTICALS INC NV X X 02/25/04 PROGINET CORP DE X X 02/24/04 RAG SHOPS INC DE X 02/25/04 RENAL CARE GROUP INC DE X 02/24/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 02/24/04 ROANOKE TECHNOLOGY CORP X 02/24/04 RUBY TUESDAY INC GA X X 02/25/04 RURAL CELLULAR CORP MN X 02/24/04 SALON MEDIA GROUP INC DE X X 02/10/04 SAVVIS COMMUNICATIONS CORP DE X X 02/25/04 SEL-LEB MARKETING INC NY X X 02/24/04 SENTICORE INC DE X 02/23/04 SIGMA DESIGNS INC CA X 01/31/04 SONEX RESEARCH INC MD X 02/25/04 SOUTHWALL TECHNOLOGIES INC /DE/ DE X 02/25/04 SPECTRASITE INC DE X 02/25/04 SPEEDWAY MOTORSPORTS INC DE X X 02/25/04 ST JUDE MEDICAL INC MN X 02/24/04 STANDARD CAPITAL CORP DE X 02/20/04 STANDARD CAPITAL CORP DE X 02/24/04 STRATASYS INC DE X X 02/20/04 SUFFOLK BANCORP NY X 02/24/04 SUNLINK HEALTH SYSTEMS INC OH X X 02/24/04 SUPERIOR UNIFORM GROUP INC FL X 02/25/04 SYMMETRICOM INC DE X 02/25/04 TARGET LOGISTICS INC DE X X 02/25/04 TEKELEC CA X X 02/25/04 TERREMARK WORLDWIDE INC DE X X 02/24/04 TETRA TECHNOLOGIES INC DE X X 02/25/04 TEXAS REGIONAL BANCSHARES INC TX X X 02/25/04 TIFFANY & CO DE X 01/31/04 TJX COMPANIES INC /DE/ DE X 02/25/04 TORCH OFFSHORE INC DE X 02/25/04 TOTAL IDENTITY CORP FL X 02/23/04 TRI COUNTY FINANCIAL CORP /MD/ MD X 02/24/04 TSI INC /MT/ MT X 12/31/03 TXU CORP /TX/ TX X 02/20/04 U S ENERGY SYSTEMS INC DE X X 02/25/04 U S ENERGY SYSTEMS INC DE X X 02/25/04 UNITED HERITAGE CORP UT X X 02/25/04 UNITED RENTALS INC /DE DE X X 02/25/04 UNIVERCELL HOLDINGS INC FL X 02/12/04 UNIVERSAL HOSPITAL SERVICES INC MN X 02/24/04 VERIDICOM INTERNATIONAL INC DE X 02/24/04 VERSANT CORP CA X X 02/25/04 VESTIN FUND I LLC NV X X 02/18/04 VESTIN FUND II LLC X X 02/18/04 VIISAGE TECHNOLOGY INC DE X X 02/24/04 VIROPHARMA INC DE X X 02/24/04 VOLT INFORMATION SCIENCES INC NY X X 02/24/04 WACHOVIA COMM MORT SEC INC COM MORT P NC X X 01/15/04 WACHOVIA COMMERCIAL MORT PASS THRU CE NC X X 02/15/04 WACHOVIA COMMERCIAL MORT PASS THRU CE NC X X 02/15/04 WACHOVIA COMMERCIAL MORT SEC INC PAS NC X X 02/15/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X X 02/25/03 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X X 02/25/03 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 02/25/04 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 02/25/04 WCI COMMUNITIES INC X 02/05/04 WESTAFF INC DE X X 02/24/04 WESTWOOD ONE INC /DE/ DE X 02/25/04 WHITING PETROLEUM CORP DE X X 02/25/04 WILLIS LEASE FINANCE CORP DE X X 02/24/04 WINLAND ELECTRONICS INC MN X X 02/24/04 WISER OIL CO DE X X 02/24/04 WVS FINANCIAL CORP PA X X 01/30/04 XIN NET CORP FL X X 02/19/04 AMEND XSUNX INC CO X 02/24/04 CHOICE ONE COMMUNICATIONS INC DE X X 02/25/04 NATCO GROUP INC DE X X 02/24/04 STRESSGEN BIOTECHNOLOGIES CORP X X X 02/23/04