SEC NEWS DIGEST Issue 2003-65 April 7, 2003 COMMISSION ANNOUNCEMENTS SEC WEB SITE FOR ELECTRONICALLY CREATING AND FILING OWNERSHIP FORMS On March 20, 2003, the SEC announced the establishment of a new internet Web site at https://www.onlineforms.edgarfiling.sec.gov exclusively for the on-line creation and submission of Securities Exchange Act of 1934 Section 16(a) ownership reports (Forms 3, 4, and 5). The Web site has been available to the public since March 24, 2003, for the creation and submission of "test" filings of these forms to the EDGAR system. We designed the Web site to make it easier for individuals to satisfy the electronic filing obligations that will apply to them when electronic submission of these forms is mandated later this year. See Release 33- 8170 at http://www.sec.gov/rules/proposed/33-8170.htm. Individuals, companies and filing agents can use the new Web site to create and submit "test" filings and to provide us with their comments or suggestions for improving the system as soon as possible. The test system will be available for approximately 30 days. After April 25, 2003, the test system will go "live" and filers will no longer be able to make Form 3, 4, or 5 filings using the existing EDGAR template system. From that time until the date the mandated electronic filing rules become effective, filers will need to file Forms 3, 4 and 5 electronically, using either the new on-line Web site system or private company software products, or in paper. Because of the changes that were made to the EDGAR system to accommodate the new Web site transmissions, private vendors will need to conform their specialized ownership submission software to the new configuration. The draft reduced content XML specifications are at http://www.sec.gov/info/edgar/edgar85xmlspec.htm on our Web site. To ensure that the software functions properly, vendors may now submit "test" filings of Forms 3, 4 and 5 using software that conforms to these reduced content specifications directly to https://www.onlineforms.edgarfiling.sec.gov. Instructions for using the new Web site system to submit filings are included in Volume III of the EDGAR Filer Manual, Version 8.5. A draft version of the manual is available on the SEC's Web site at http://www.sec.gov/info/edgar/filermanual85.htm. The new system is browser-based, provides for limited error checking of header information and allows for footnotes and exhibit attachments. The system also allows filers to print copies of Forms 3, 4, and 5 in the format currently used for paper submissions. The public will see the filings in this same format on the SEC's Web site (www.sec.gov), once the system accepts "live" submissions. Please send any comments or suggestions regarding the new Web site to the Office of EDGAR and Information Analysis in the Division of Corporation Finance. The Office telephone number is (202) 942-2940 and its FAX number is (202) 942-9542. ENFORCEMENT PROCEEDINGS COMMISSION SUSTAINS NYSE DISCIPLINARY ACTION AGAINST JOHN D'ALESSIO AND D'ALESSIO SECURITIES, INC. On April 3, the Commission sustained disciplinary action taken by the New York Stock Exchange, Inc. against John R. D'Alessio and D'Alessio Securities, Inc. D'Alessio was president and owner of D'Alessio Securities, formerly a member organization of the NYSE. The NYSE found that D'Alessio and D'Alessio Securities had an interest in an account maintained by the Oakford Corporation, a non-member firm, for which they effected transactions on the floor of the NYSE, exercised discretion with respect to the Oakford account, accorded that account preferential treatment, and failed to make and preserve required records. The NYSE censured D'Alessio and D'Alessio Securities, barred them for seven years from allied membership, approved person status, and employment or association in any capacity with any member or member organization, and permanently barred them from membership or employment on the floor of the Exchange. The Commission concluded that D'Alessio and D'Alessio Securities violated the federal securities laws and NYSE Rules in the course of their trading for the Oakford account and that their violations "go to the heart of the duties a floor broker owes a customer." The Commission found that, given these serious violations, the sanctions imposed by the NYSE were neither excessive nor oppressive. (Rel. 34-47627; File No. 3-10460) ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST FREEDOM GOLF CORPORATION SEEKING THE SUSPENSION OR REVOCATION OF THE REGISTRATION OF ITS SECURITIES On April 7, the Commission instituted administrative proceedings against Freedom Golf Corporation (Freedom Golf) to suspend or revoke the registration of its stock for failing to comply with the antifraud provisions of the federal securities laws and for failing to file annual and quarterly reports. According to the Order Instituting Public Proceedings, the Division of Enforcement (Division) alleges that Freedom Golf created and published projections concerning its revenue and earnings that lacked any reasonable basis, and failed to disclose material information concerning the projections, in violation of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b- 5 thereunder. Moreover, the Division alleges that Freedom Golf has failed to file its annual report for its fiscal year ending Sept. 30, 2002 and its quarterly report for Dec. 31, 2002, as required by Section 13(a) of the Exchange Act and the rules thereunder. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true and, if so, to provide the Respondent an opportunity to dispute these allegations, and to determine whether it is necessary or appropriate for the protection of investors to suspend or revoke the registration of Freedom Golf's stock. (Rel. 34-47636; File No. 3-11082) ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDING INSTITUTED AGAINST HARRISON SECURITIES, INC., FREDERICK BLUMER AND NEBRISSA SONG ALLEGING BROKER-DEALER NET CAPITAL, RECORD-KEEPING AND FINANCIAL REPORTING VIOLATIONS DANIEL SPRINGATE SETTLES RELATED CEASE-AND-DESIST PROCEEDING On April 7, the Commission instituted public administrative and cease- and-desist proceedings against a broker-dealer, the principal of the broker-dealer, and two FINOPs for repeated violations of the net capital, books-and-records, and financial reporting provisions of the Securities Exchange Act. Named as respondents in the two proceedings are: Harrison Securities, Inc., a Port Washington, New York based broker- dealer; Frederick C. Blumer, Harrison's CEO, compliance officer and sole shareholder; Nebrissa Song, Harrison's FINOP (Financial and Operations Principal) from Dec. 3, 2001 through April 30, 2002; and Daniel L. Springate, who founded Harrison, then known as DL Springate Securities, in 1983 and served as its FINOP from the time of the firm's sale to Blumer in April 2001 through Aug. 22, 2001. Springate settled the proceeding against him, without admitting or denying the SEC's allegations; A hearing will be held before an administrative law judge to determine whether the allegations against Harrison, Blumer and Song are true, and, if so, what remedial action, if any, is appropriate. The Proceeding Against Harrison, Blumer, and Song The Division of Enforcement alleges in the Order Instituting Proceedings that on at least 22 occasions from April 2001 through April 2002, Harrison conducted a securities business while not maintaining sufficient net capital, and that on at least three occasions Harrison filed false FOCUS reports. The Division alleges that Blumer, a CPA, willfully aided and abetted and caused the firm's violations, and that Song, for the period in which she served as Harrison's FINOP, caused certain of the firm's violations. More specifically, the Division alleges that Blumer aided and abetted and caused Harrison's violations by: Transferring funds into Harrison from HSI, Inc. - an unregulated entity owned and controlled by Blumer - for the purpose of creating the impression that Harrison had excess net capital for a given month or quarter, and then shortly after reporting those figures, transferring funds out again to HSI, thereby putting Harrison out of net capital compliance; Improperly recording deposits in Harrison's cash receipts blotter prior to the actual receipt of funds into Harrison's bank account; Improperly accruing Harrison's expenses either by not accruing an expense when it was incurred, as required under generally accepted accounting principles (GAAP), or by improperly removing liabilities from the firm's books and records before they were paid, also in violation of GAAP. In some instances, Blumer improperly removed liabilities by purporting to transfer them to HSI. For example, Harrison owed approximately $500,000 in various federal and state taxes on Dec. 31, 2001. In January 2002, Blumer transferred approximately the same amount from the firm to HSI and removed the tax liability from Harrison's books. However, HSI did not pay Harrison's overdue taxes until April, more than three months later and Harrison remained liable for the taxes in the interim. By removing the tax liability from Harrison's books and records while it remained liable for their payment, Blumer substantially reduced Harrison's liabilities, which made it appear as if Harrison was in compliance with its net capital requirements when it was not; Improperly delaying the recording of cash disbursements on Harrison's cash disbursements blotter; Improperly using the lower of two possible minimum net capital amounts when computing its net capital; and Failing to deduct haircut and, when appropriate, undue concentration charges in calculating Harrison's monthly net capital. According to the Order Instituting Proceedings, Blumer aided and abetted and caused Harrison's violations, in that he prepared Harrison's financial records and FOCUS reports, maintained its books and records, calculated Harrison's monthly net capital and failed to file notice with the Commission regarding Harrison's net capital deficiencies and books- and-records inaccuracies. With respect to Song, the Order alleges that, as Harrison's registered FINOP from Dec. 3, 2001, through April 30, 2002, she was responsible for the firm's net capital computations, the preparation of its financial reports and supervision of those that assisted in the preparation of such reports, and the maintenance of the firm's books and records. Song allegedly failed to fulfill her responsibilities as FINOP because she failed to review adequately the documentation supporting the assets reflected in Harrison's books and records, net capital computations and FOCUS report, or the source documentation for Harrison's liabilities. By operating without sufficient net capital, Harrison allegedly violated Section 15(c)(3) of the Exchange Act and Rule 15c3-1(a) thereunder. In addition, Harrison allegedly violated Section 17(a)(1) of the Exchange Act and Rules 17a-3(a), 17a-4(a) and (f), and 17a-5(a) thereunder, by filing inaccurate FOCUS reports and failing to create and preserve current accurate books and records, and violated Section 17(a)(1) of the Exchange Act and Rule 17a-11(b) and (d) thereunder by failing to file notice with the Commission of its net capital deficiencies and its failure to keep current books and records. The Division alleges that Blumer willfully aided and abetted, and caused the foregoing violations by Harrison, and that Song caused Harrison's violations of Sections 15(c)(3) and 17(a)(1) of the Exchange Act and Rules 15c3-1(a), 17a-3(a), 17a-5(a), 17a-11(b) and 17a-11(d) thereunder that occurred during the period December 3, 2001 through April 30, 2002. Proceedings under Rule 102(e) of the Commission's Rules of Practice were also instituted against Blumer. According to the Order instituting proceedings, Harrison acts as an introducing broker, services approximately 4,000 retail accounts, and employs approximately 125 registered representatives. According to the Order, Song served as Harrison's FINOP pursuant to a consulting agreement; in addition to Harrison and the four other broker-dealers for whom she now serves as FINOP, Song also served as FINOP for at least six other broker-dealers over the past ten years. (Rel. 34-47641; AAE Rel. 1754; File No. 3-11084) Cease-and-Desist Order Entered Against Daniel Springate In a related action, the SEC instituted and simultaneously settled a cease-and-desist proceeding against Daniel L. Springate. Springate founded DL Springate Securites, a registered broker-dealer, in 1983. In April 2000, Springate sold the firm to Blumer, who changed the name to Harrison Securities. After the sale, Springate remained as Harrison's registered FINOP through August 22, 2001. In the eight years before he founded DL Springate Securities, Springate worked at seven broker- dealers. Springate resides in Sierra Madre, California. Without admitting or denying the Commission's findings (which are not binding on Blumer, Harrison or Song in the related proceeding discussed above), Springate consented to the issuance of an order making the following findings: From April 1, 2001, through August 22, 2001, on at least eight occasions, as a result of actions by Blumer and Springate, Harrison conducted a securities business while not maintaining sufficient net capital, and on one occasion during this period filed a FOCUS report that reported that Harrison had excess net capital when, in fact, Harrison had a net capital deficiency; During this period, Harrison's books and records inaccurately reflected excess net capital on eight occasions when, in fact, Harrison had a net capital deficiency on those dates; During this period, Harrison failed to provide notice to the Commission of its net capital deficiencies, or of its inaccurate books and records and FOCUS report; As Harrison's FINOP during the period April 1, 2001 through Aug. 22, 2001, Springate was responsible for the firm's net capital calculations, the preparation of its financial reports and supervision of those that assisted in the preparation of such reports, and the maintenance of the firm's books and records. Springate failed to fulfill his responsibility as FINOP because he failed to review adequately the documentation supporting the assets reflected in Harrison's books and records, net capital computations and FOCUS report, or the source documentation for Harrison's liabilities. Accordingly, the Order finds that during the period April 1, 2001, through Aug. 22, 2001, Springate caused Harrison's violations of Sections 15(c)(3) and 17(a)(1) of the Exchange Act and Rules 15c3-1(a), 17a-3(a), 17a-4(a) and (f), 17a-5(a) and 17a-11(b) and (d) thereunder. The Order directs Springate to cease and desist from committing or causing any violations and any future violations of the foregoing provisions. (Rel. 34-47640; File No. 3-11083) SEC CHARGES ADDITIONAL HEALTHSOUTH ACCOUNTING PERSONNEL IN CONNECTION WITH THE HEALTHSOUTH CORP. ACCOUNTING FRAUD SEC Amends Complaint Against Richard Scrushy and HealthSouth to Allege Insider Trading The Commission filed a complaint April 3 charging Kenneth K. Livesay, Angela C. Ayers, Kay Morgan, Cathy C. Edwards and Virginia B. Valentine with violating and/or aiding and abetting violations of the antifraud, reporting, books-and-records, and internal controls provisions of the federal securities laws. The defendants served in HealthSouth Corp.'s accounting and/or finance department in different capacities. The complaint alleges that since at least as early as 1999, HealthSouth has been systematically overstating its earnings by at least $1.4 billion in order to meet or exceed Wall Street earnings expectations. The false increases in earnings were matched by false increases in HealthSouth's assets. By the third quarter of 2002, HealthSouth's assets were overstated by at least $1.3 billion, or approximately 20 percent. The complaint charged that, Livesay, Ayers, Morgan, Edwards and Valentine, in furtherance of the above scheme, made or directed other HealthSouth employees to make false accounting entries to inflate reported operating results. The Commission also charged that Morgan engaged in insider trading by selling at least 20,000 shares of HealthSouth stock while knowing that HealthSouth's financial statements grossly misstated the company's earnings and assets. The Commission's complaint against Livesay, Ayers, Morgan, Edwards and Valentine charges that they each violated 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 and 13b2-1 thereunder, and aided and abetted HealthSouth's violations of Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) and of the Exchange Act and Rules 10b-5, 12b- 20, 13a-1 and 13a-13 thereunder. The complaint also charges Edwards with violating Rule 13b2-2 for providing a falsified invoice to HealthSouth's auditors. The Commission is seeking permanent injunctions, civil money penalties and disgorgement of all ill-gotten gains or losses avoided by the defendants, and an order an order prohibiting Livesay, Ayers, Morgan and Edwards from ever serving as an officer or director of a public company. The Commission also amended its complaint in SEC v. HealthSouth and Richard M. Scrushy, CV-03-J-0615-S (N.D. AL) to allege that, since 1991, Scrushy sold at least 13,823,000 shares of HRC common stock for proceeds in excess of $170 million, based upon his knowledge of HRC's actual financial results and the impact that disclosure of those results would have on the price of HRC's shares. The Commission filed the original complaint in that matter on March 19, 2003, (Lit. Rel. 18044). [SEC v. Kenneth K. Livesay, Angela C. Ayers, Kay Morgan, Cathy C. Edwards and Virginia B. Valentine, Civil Action No. CV-03-S-0758-S] (LR-18070; AAE Rel. 1752) COURT GRANTS SUMMARY JUDGMENT AGAINST DEFENDANT CAROL MARTINO FOR ILLEGAL BROKERAGE ACTIVITIES AND MARKET MANIPULATION; ORDERS MARTINO TO DISGORGE $4.416 MILLION, AND ORDERS HER HUSBAND TO TURN OVER A $2 MILLION YACHT PURCHASED WITH PROCEEDS OF MARTINO'S ILLEGAL BROKERAGE ACTIVITIES The Commission announced the issuance of an Order dated April 4 by U.S. District Judge Milton Pollack granting summary judgment in favor of the Commission and against defendant Carol C. Martino and her former stock brokerage firm (CMA Noel, Ltd.), holding them liable for engaging in illegal brokerage activities during the period 1992 through 1995, and further holding Martino liable for engaging in a 1993 scheme to manipulate the stock price of RMS Titanic, Inc. (a company that attempted to salvage artifacts from the sunken ocean liner). The Court awarded the Commission disgorgement of Martino's illegal brokerage revenues ($4.416 million), plus prejudgement interest of $3,386,842.92, and other equitable relief. The Court further ordered Martino's husband, relief defendant Gerard Haryman, and his company, defendant JTM Ltd., to turn over to a court-appointed receiver a $2 million luxury yacht that Martino had purchased with proceeds of her illegal brokerage activities. The Court granted summary judgment following a hearing on the matter held on March 17, 2003. The Commission sued Martino and CMA in May 1998 for repeated violations of a 1992 Commission order that barred Martino from acting as a stock broker, and for engaging in such activities without registering as a broker with the Commission (in violation of the federal securities laws). The Commission had barred Martino based upon her prior fraudulent activities as Executive Vice President of Wellshire Securities, Inc., a retail brokerage firm. In its April 2 ruling, the Court found that, from 1992 through 1995, Martino "willfully violated the Bar Order" by illegally brokering millions of dollars in sales of stock by several U.S. companies to foreign purchasers. The Court further found that Martino thus accumulated illegal brokerage commissions and fees totaling at least $4.416 million. The Court ordered Martino to disgorge that sum to the Commission, plus prejudgment interest on that amount (accrued from Dec. 31, 1995 to the present). The Commission further charged Martino with engaging in a scheme (along with defendant Paul Montle) to manipulate the stock price of RMS Titanic, Inc., one of Martino's U.S. brokerage clients. The Court found that Martino and others employed several manipulative devices to maintain and increase artificially Titanic's stock price during the Spring and Summer of 1993. Martino personally participated in the scheme by (1) "agreeing [with other Titanic shareholders] to control and order their sales of Titanic stock into the marketplace"; (2) "guaranteeing" Titanic's principal market maker "purchasers for his Titanic stock"; and (3) "paying brokers to influence their clients to purchase Titanic stock." The Court previously held defendant Paul Montle liable as well for this scheme. The Commission also charged Martino's husband, Gerard Haryman, and his company JTM, Ltd., with helping Martino to hide her illegal brokerage revenues through the purchase of a $2 million yacht called "Je T'aime." In granting the Commission summary judgment on this charge, the Court found that "Martino purchased the yacht in November 1997 in an attempt to hide her assets from creditors." The Court further found that, although the yacht nominally was held by JTM, "Martino had unfettered access to the Yacht since the date of purchase," and "[n]o legitimate claim to the Yacht exists upon which Haryman or JTM might rely." Consequently, the Court ordered Haryman and JTM "to turn over the Yacht or its proceeds to a court-appointed receiver as partial payment of the disgorgement figure imposed on Martino and CMA." In addition, the Court permanently enjoined Martino and CMA from future violations of the federal securities laws. On Jan. 7, 2002, in a separate criminal proceeding brought by the U.S. Attorney for the Southern District of New York, Martino pled guilty to three counts of personal income tax evasion and three counts of falsely subscribing to corporate returns. The indictment in the criminal action includes charges that Martino failed to disclose certain income, including illegal brokerage revenue that was the subject of the Commission's civil enforcement action against her. In April 2002, Martino received a twenty-eight month sentence, which she began serving at a federal detention center in Miami, Florida. On Dec. 12, 2002, due to a serious illness, Martino was released from prison and is presently on supervised-release. [SEC v. Carol C. Martino, et al., 98 Civ. 3446, SDNY] (LR-18072) JEFFREY GOLDBERG CHARGED BY SEC AND U.S. ATTORNEY WITH FRAUD FOR OPERATING A PONZI SCHEME On April 1, the Commission and U.S. Attorney for the Northern District of Illinois announced the filing of civil securities fraud and criminal mail fraud charges against Jeffrey L. Goldberg, age 51, of Buffalo Grove, Illinois, for operating a Ponzi scheme that defrauded at least 130 investors out of millions of dollars. The charges against Goldberg are the result of close cooperation between the United States Attorney's Office, the Federal Bureau of Investigation, and the Commission's staff. Both actions were filed in federal district court in the Northern District of Illinois. The Commission's complaint alleges that from at least 1988 through at least March 2002, Goldberg raised approximately $6.1 million from investors by selling six different investments. In raising money, Goldberg misrepresented the nature of the investments and that he would use investors' funds - without their permission - for his own purposes. When the investments inevitably failed to generate the promised returns, Goldberg perpetuated the investments, just like a Ponzi scheme, by paying returns from funds raised from new investors. Throughout this time, Goldberg served in positions of trust to his potential and existing investors. The Commission alleges that Goldberg raised nearly all his funds from his investment advisory clients, most recently at Essex, LLC. Goldberg also served on the Board of Directors for two issuers for which he raised money - Stamford International, Inc. and Dauphin Technology, Inc. In March 2002, Goldberg's scheme finally collapsed leaving his remaining investors with worthless investments. The Commission's complaint alleges that Goldberg engaged in multiple violations of the antifraud provisions of the federal securities laws in connection with his Ponzi scheme. The Commission seeks a permanent injunction barring Goldberg from violating Sections 17(a)(1), (2), and (3) 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 (2) of the Investment Advisers Act. The Commission also seeks civil monetary penalties from Goldberg, disgorgement of any ill-gotten gains, and an order permanently barring Goldberg from acting as an officer and director of any public company. [SEC v. Jeffrey L. Goldberg, Civil Action No. 03C 2259, ND Ill.]; [U.S. v. Jeffrey L. Goldberg, Criminal Action No. 03CR 0332, ND Ill.] (LR-18073) CRIMINAL INSIDER TRADING CHARGES BROUGHT AGAINST CHAIRMAN AND PRESIDENT OF COMPUTER HORIZONS CORP. The Commission announced today that on March 13, 2003, a grand jury impaneled by the U.S. Attorney's Office for the Southern District of New York indicted John J. Cassese on two criminal charges of insider trading. Cassese was the chairman and president of Computer Horizons Corp. The indictment alleges that Cassese violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder by engaging in insider trading in the stock of Data Processing Resources Corporation (DPRC) while in possession of material, nonpublic information about a tender offer for DPRC common stock by Compuware Corporation. Computer Horizons (based in New Jersey), DPRC (based in Orange County, California) and Compuware (based in Michigan) each engaged in the business of providing temporary staffing of computer and information technology personnel. According to the Indictment, on June 21, 1999, Cassese learned through his business relationship with Compuware that Compuware would be making a tender offer to acquire DPRC. The Indictment further alleges that the next day, while in possession of this material, nonpublic information, Cassese purchased 15,000 shares of DPRC common stock and subsequently sold these shares at a profit of approximately $150,000. In an earlier proceeding brought by the Commission, Cassese, without admitting or denying the allegations in the Commission's complaint, consented to the entry of a final judgment that permanently enjoined him from future violations of Section 14(e) of the Exchange Act and Rule 14e- 3 thereunder. Cassese also agreed to disgorge $150,937.50 in ill-gotten gains, plus prejudgment interest, and to pay a civil penalty of $150,937.50 (See SEC v. John J. Cassese, Civil Action No. 02-01605 FMC, AJWx, C.D. Cal.; Litigation Release No. 17378). [U.S. v. John J. Cassese, 03 CR 302, RWS, SDNY] (LR-18074) INVESTMENT COMPANY ACT RELEASES PRUCO LIFE INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until April 29 to request a hearing on an application filed by The Prudential Insurance Company of America, Prudential Individual Variable Contract Account, Prudential Qualified Individual Variable Contract Account, Pruco Life Insurance Company, Pruco Life Flexible Premium Variable Annuity Account, Pruco Life Insurance Company of New Jersey, Pruco Life of New Jersey Flexible Premium Variable Annuity Account, and Prudential Investment Management Services LLC. Applicants seek an order approving the terms of a proposed offer of exchange of the Discovery Plus, Variable Investment Plan and Qualified Variable Investment Plan individual variable annuity contracts for a version of the Strategic Partners Annuity One individual variable annuity (the New Contracts) to be offered by Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey. Applicants also seek an order approving the terms of a proposed exchange program under their Strategic Partners FlexElite variable annuity contract. In addition, Applicants seek an order to permit the recapture of any bonus credits granted with respect to purchase payments under the New Contracts (a) if the New Contract is cancelled during the applicable free-look period or (b) for credits granted within one year prior to death where the death benefit is equal to contract value. (Rel. IC-25991 - April 4) ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, ET AL. An order has been issued pursuant to Section 26(c) of the Investment Company Act to Allianz Life Insurance Company of North America, Allianz Life Variable Account A, Allianz Life Variable Account B, Allianz Life Insurance Company of New York, and Allianz Life of NY Variable Account C. The order approves the substitution of shares of The Dreyfus Stock Index Fund for shares of Franklin Templeton Variable Insurance Products Trust's Franklin S&P 500 Index Fund. (Rel. IC-25992 - April 4) NATIONAL LIFE INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until April 29 to request a hearing on an application filed by National Life Insurance Company (NLIC), National Variable Annuity Account II (Annuity Account), and National Variable Life Insurance Account (Life Account). The Applicants request an order pursuant to Section 26(c) of the Investment Company Act to permit the substitutions by NLIC of securities issued by two series of the Sentinel Variable Products Trust for securities issued by two series of the Market Street Fund, and held by either the Annuity Account or the Life Account, to support variable annuity contracts or variable life insurance contracts issued by NLIC. (Rel. IC-25993 - April 4) HOLDING COMPANY ACT RELEASES FIRSTENERGY CORP., ET AL. An order has been issued authorizing FirstEnergy Corp., a registered public-utility holding company, and GPU Diversified Holdings LLC, its wholly owned direct nonutility subsidiary, to acquire indirectly and directly, respectively, securities of Ballard Power Systems Inc., a nonassociated nonutility company. (Rel. 35-27664) NATIONAL GRID GROUP PLC, ET AL. A notice has been issued giving interested persons until April 28 to request a hearing on a proposal by National Grid Group plc (National Grid), a registered holding company, and certain of its registered holding company subsidiaries (Registered Holding Company Subsidiaries) - - namely, National Grid Holdings One plc, National Grid (US) Investments, National Grid (Ireland) 1 Limited, and National Grid (Ireland) 2 Limited -- to deregister the Registered Holding Company Subsidiaries. (Rel. 35-27665) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change (SR-NASD-2003-56) and Amendment No. 1 thereto filed by the National Association of Securities Dealers, through its subsidiary, The Nasdaq Stock Market, Inc., relating to fees for the reporting of SuperMontage transactions through the Automated Confirmation Transaction Service has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of April 7. (Rel. 34-47621) A proposed rule change filed by the National Association of Securities Dealers to extend the pilot period for the Regulatory Fee and the Trading Activity Fee (SR-NASD-2003-65) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of April 7. (Rel. 34-47623) A proposed rule change (SR-Phlx-2003-14) filed by the Philadelphia Stock Exchange relating to the net capital calculation for broker-dealer accounts has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of April 7. (Rel. 34-47630) A proposed rule change (SR-NASD-2003-64) filed by the National Association of Securities Dealers to extend for an additional six-month period a pilot rule to require industry parties in arbitration to waive application of contested California arbitrator disclosure standards, upon the request of customers and associated persons with claims of statutory employment discrimination, has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of April 7. (Rel. 34- 47631) A proposed rule change filed by the National Association of Securities Dealers to extend the pilot period for Nasdaq PostData and the associated fees assessed under NASD Rule 7010(s) (SR-NASD-2003-60) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of April 7. (Rel. 34-47634) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-CBOE-00-55) and Amendment No. 4 thereto submitted by the Chicago Board Options Exchange to establish rules for a screen-based trading system known as CBOEdirect. (Rel. 34-47628) ACCELERATED APPROVAL OF A PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-OCC-2002-21) filed by The Options Clearing Corporation under Section 19(b)(1) of the Exchange Act. The proposed rule change amends OCC's Rule 902 relating to delivery dates. Publication is expected in the Federal Register during the week of April 7. (Rel. 34-47629) 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 WITNET INTERNATIONAL INC, 5300 W. SAHARA AVE, SUITE 101, LAS VEGAS, NV, 89146, 7028665800 - 10,000,000 ($600,000.00) Equity, (File 333- 104296 - Apr. 4) (BR. 09) S-8 ENERGY VISIONS INC, 11084 SHEPPARD AVE E, SCARBOROUGH ONTARIO MIB IG2, SCARBOROUGH, A6, M2P 1WB, 4162844579 - 300,000 ($30,000.00) Equity, (File 333-104297 - Apr. 4) (BR. 36) S-3 COOPER CAMERON CORP, 1333 WEST LOOP SOUTH, STE 1700, HOUSTON, TX, 77027, 7135133322 - 1,006,500 ($49,862,010.00) Equity, (File 333-104298 - Apr. 4) (BR. 04) S-8 AEROGEN INC, 1310 CORONADO DR, SANTA CLARA, CA, 95054, 4085432400 - 0 ($292,283.00) Equity, (File 333-104299 - Apr. 4) (BR. 36) SB-2 HEALTH EXPRESS USA INC, 275 COMMERCIAL BLVD, SUITE 260, FT LAUDERDALE, FL, 33308, 9547765401 - 7,302,000 ($5,724,925.00) Equity, (File 333-104300 - Apr. 4) (BR. 05) S-2 DELTA NATURAL GAS CO INC, 3617 LEXINGTON RD, WINCHESTER, KY, 40391, 8597446171 - 575,000 ($12,678,750.00) Equity, (File 333-104301 - Apr. 4) (BR. 02) SB-2 NEWTECH BRAKE CORP, 5148769222 - 41,190,932 ($24,302,649.88) Equity, (File 333-104302 - Apr. 4) (BR. 05) F-6 PT BANK BUANA INDONESIA TBK, 4896, JAKARTA INDONESIA, K8, 11048, 62216330585 - 10,000,000 ($500,000.00) ADRs/ADSs, (File 333-104303 - Apr. 4) (BR. ) S-8 VERITAS SOFTWARE CORP /DE/, 1600 PLYMOUTH STREET, MOUNTAIN VIEW, CA, 94043, 6503358000 - 0 ($1,446,737.00) Equity, (File 333-104304 - Apr. 4) (BR. 03) S-3 TELECOMMUNICATION SYSTEMS INC /FA/, 275 WEST ST, ANNAPOLIS, MD, 21401, 4102637616 - 0 ($441,199.00) Equity, (File 333-104305 - Apr. 4) (BR. 37) S-8 COMMERCE ONE INC / DE/, 4440 ROSEWOOD DRIVE, PLEASANTON, CA, 94588, 925-520-6000 - 0 ($5,017,000.00) Equity, (File 333-104307 - Apr. 4) (BR. 03) S-8 PHOTOWORKS INC /WA, 1260 16TH AVE WEST, SEATTLE, WA, 98119, 2062811390 - 500,000 ($80,000.00) Equity, (File 333-104308 - Apr. 4) (BR. 02) S-8 ENTERTAINMENT INTERNET INC, 4970 W 2100 S, STE 200, SALT LAKE CITY, UT, 84120, 801-886-2625 - 4,000,000 ($20.93) Other, (File 333-104309 - Apr. 4) (BR. 02) S-3 CHUBB CORP, 15 MOUNTAIN VIEW RD P O BOX 1615, WARREN, NJ, 07061, 9089032000 - 0 ($2,500,000,000.00) Other, (File 333-104310 - Apr. 4) (BR. 01) S-8 AVIALL INC, 972-586-1000 - 0 ($3,656,250.00) Equity, (File 333-104311 - Apr. 4) (BR. 06) S-8 MULTI TECH INTERNATIONAL CORP, 760 KILLIAN ROAD, AKRON, OH, 44319, 3307855555 - 135,000 ($13,500.00) Equity, (File 333-104313 - Apr. 4) (BR. 09) S-3 ALLIANCE DATA SYSTEMS CORP, 17655 WATERVIEW PARKWAY, DALLAS, TX, 75252, 9723485100 - 0 ($175,225,500.00) Equity, (File 333-104314 - Apr. 4) (BR. 03) S-8 EMERGENT GROUP INC/NY, 375 PARK AVENUE 36TH FL, NEW YORK, NY, 10152, 7183694160 - 13,585,000 ($135,850.00) Equity, (File 333-104315 - Apr. 4) (BR. 02) S-8 CENTREX INC, 9202 S. TOLEDO, AVENUE, TULSA, OK, 74137, 918-494-2880 - 21,000,000 ($1,470,000.00) Equity, (File 333-104316 - Apr. 4) (BR. 01) S-1 GRANT PARK FUTURES FUND LIMITED PARTNERSHIP, C/O DEARBORN CAPITAL MANAGEMENT LLC, 550 WEST JACKSON BLVD STE 1300, CHICAGO, IL, 60661, 3127564450 - 0 ($200,000,000.00) Limited Partnership Interests, (File 333-104317 - Apr. 4) (BR. ) S-3 ONEOK INC /NEW/, 100 WEST 5TH ST, TULSA, OK, 74103, 9185887000 - 0 ($493,454,592.00) Equity, (File 333-104318 - Apr. 4) (BR. 02) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ------------------------------------------------------------------------------------ 3M CO DE X 04/04/03 724 SOLUTIONS INC X X 04/04/03 A C MOORE ARTS & CRAFTS INC PA X X 04/03/03 ABINGTON BANCORP INC MA X X 04/04/03 ACCESS WORLDWIDE COMMUNICATIONS INC DE X 04/03/03 ADVANCED MICRO DEVICES INC DE X X 03/31/03 ADZONE RESEARCH INC DE X 04/02/03 AES CORPORATION DE X 04/04/03 AGILENT TECHNOLOGIES INC DE X X 04/03/03 AIRBORNE INC /DE/ DE X X 03/25/03 ALASKA AIR GROUP INC DE X 04/03/02 ALGIERS RESOURCES INC/NY DE X X 03/31/03 ALLIANCE RESOURCE PARTNERS LP DE X X 04/03/03 ALLIED WASTE INDUSTRIES INC DE X 04/03/03 ALLIED WASTE INDUSTRIES INC DE X 04/04/03 AMEN PROPERTIES INC DE X X 04/04/03 AMERICAN ARCHITECTURAL PRODUCTS CORP DE X X 03/27/03 AMERICAN EXPRESS CREDIT ACCOUNT MASTE DE X X 04/02/03 AMERIMMUNE PHARMACEUTICALS INC CO X 04/04/03 AMISTAR CORP CA X X 04/01/03 ANDREA ELECTRONICS CORP NY X 04/02/03 ANGELCITI ENTERTAINMENT INC /FL/ NV X 01/20/03 AMEND ANNALY MORTGAGE MANAGEMENT INC MD X X 04/01/03 ANZA CAPITAL INC NV X 03/12/03 APPLIX INC /MA/ MA X 01/21/03 AMEND ARKANSAS BEST CORP /DE/ DE X X 04/04/03 AT&T WIRELESS SERVICES INC DE X 04/02/03 AURORA FOODS INC /DE/ DE X X 04/03/03 B2B INTERNET HOLDRSSM TRUST NY X X 03/31/03 BANCSHARES OF FLORIDA INC FL X 04/01/03 BANCWEST CORP/HI DE X X 04/01/03 BANKATLANTIC BANCORP INC FL X X X 04/03/03 BANYAN STRATEGIC REALTY TRUST MA X X 04/03/03 BIOGEN INC MA X X 04/02/03 BIOPROGRESS TECHNOLOGY INTERNATIONAL NV X X 04/04/03 BIOTECH HOLDRS TRUST X 03/31/03 BRIGHTPOINT INC DE X 04/03/03 BROADBAND HOLDRS TRUST X 03/31/03 BURLINGTON COAT FACTORY WAREHOUSE COR DE X 04/03/03 CAMBREX CORP DE X X 04/03/03 CARDIOGENESIS CORP /CA CA X X 03/27/03 CARMAX INC VA X 03/31/03 CENDANT CORP DE X X 04/03/03 CENTERSPAN COMMUNICATIONS CORP OR X 04/03/03 CERISTAR INC DE X X 03/31/03 CERTEGY INC GA X X 03/28/03 CHASE MORTGAGE FINANCE CORP DE X X 04/02/03 COLONIAL REALTY LIMITED PARTNERSHIP DE X X 04/01/03 COLUMBIA SPORTSWEAR CO OR X X 03/31/03 COMMUNITY BANCORP /VT VT X 04/04/03 COMMUNITY BANCORP /VT VT X X 03/31/03 AMEND COMMUNITY FINANCIAL SHARES INC DE X X 04/04/03 COOPERATIVE BANKSHARES INC NC X X 03/31/03 CORAUTUS GENETICS INC DE X X 04/01/03 CPI CORP DE X 02/01/03 CPI CORP DE X 04/04/03 CWMBS INC DE X X 02/28/03 CWMBS INC DE X X 01/30/03 CWMBS INC DE X X 02/28/03 CWMBS INC DE X X 01/31/03 CWMBS INC DE X X 02/28/03 DAG MEDIA INC NY X 03/31/03 DCB FINANCIAL CORP OH X X 03/13/03 AMEND DELTA MILLS INC DE X X 04/03/03 DELTA WOODSIDE INDUSTRIES INC /SC/ SC X X 04/03/03 DELTAGEN INC DE X X 04/04/03 DERMA SCIENCES INC PA X X 04/02/03 DIGITAL POWER CORP CA X X 03/31/03 DOBSON COMMUNICATIONS CORP OK X X 03/31/03 DTVN HOLDINGS INC DE X X 04/04/03 E LOAN INC DE X X 04/02/03 EBIZ ENTERPRISES INC NV X 04/04/03 ELAMEX SA DE CV X X 04/01/03 ELECTRIC FUEL CORP DE X X 04/03/03 EQUITY ONE ABS INC DE X X 04/02/03 EUROPE 2001 HOLDRS TRUST NY X X 03/31/03 FIBERCORE INC NV X 04/03/03 FISERV INC WI X X 03/31/03 FLEET HOME EQUITY LOAN LLC DE X 04/04/03 FLEET HOME EQUITY LOAN LLC DE X 04/04/03 FLEMING COMPANIES INC /OK/ OK X X X 04/04/03 FLORIDA PUBLIC UTILITIES CO FL X X 03/31/03 FONIX CORP DE X 04/03/03 FORD CREDIT AUTO RECEIVABLES TWO LLC DE X X 03/20/03 FPL GROUP INC FL X 03/04/03 FRANKLIN BANCORP INC MI X X 04/03/03 GENIUS PRODUCTS INC NV X 04/03/03 GEVITY HR FL X X 04/04/03 GLOBALSANTAFE CORP X X 04/04/03 GLOBALSTAR LP DE X X 03/31/03 GOLD BANC CORP INC KS X X 04/04/03 GRANT PRIDECO INC DE X 01/03/03 AMEND HA LO INDUSTRIES INC IL X X 03/28/03 HEALTH ANTI AGING LIFESTYLE OPTIONS I UT X X 02/28/02 AMEND HEARST ARGYLE TELEVISION INC DE X X 04/04/03 HENLEY LIMITED PARTNERSHIP DE X X 04/04/03 HERITAGE OAKS BANCORP CA X X 04/03/03 HEXCEL CORP /DE/ DE X X 04/04/03 HOLLINGER INTERNATIONAL INC DE X X 04/02/03 IMAGE ENTERTAINMENT INC CA X 04/04/03 INFOSPACE INC DE X X 04/03/03 INTELLIGROUP INC NJ X X 04/02/03 INTERNET ARCHITECTURE HOLDRSSM TRUST NY X 03/31/03 INTERNET HOLDRS TRUST NY X X 03/31/03 INTERNET INFRASTRUCTURE HOLDRSSM TRUS NY X X 03/31/03 INTERNET SECURITY SYSTEMS INC/GA DE X 04/03/03 INTERWOVEN INC CA X X X 04/02/03 J CREW GROUP INC NY X X 04/04/03 J CREW GROUP INC NY X 04/04/03 JB OXFORD HOLDINGS INC DE X X 04/01/03 KCS ENERGY INC DE X X 03/31/03 LASER MASTER INTERNATIONAL INC NY X 03/20/03 LASERSIGHT INC /DE DE X X 04/04/03 AMEND LAUREL CAPITAL GROUP INC PA X X 03/28/03 LENDINGTREE INC X X 04/03/03 LEXINGTON PRECISION CORP DE X 04/01/03 LOCATEPLUS HOLDINGS CORP X 03/31/03 LSB INDUSTRIES INC DE X X 04/02/03 LSB INDUSTRIES INC DE X X 03/25/03 MARKET 2000 PLUS HOLDRS SM TRUST NY X X 03/31/03 MARKLAND TECHNOLOGIES INC FL X X X 03/19/03 MAXIMUM DYNAMICS INC X 04/03/03 MCSI INC MD X X X 04/04/03 MEDCATH CORP DE X X 04/02/03 MEDI HUT CO INC DE X X X 03/28/03 AMEND MEGA GROUP INC NY X 04/04/03 METROPOLITAN HEALTH NETWORKS INC FL X 04/03/03 MIIX GROUP INC DE X 04/03/03 MILACRON INC DE X X 04/04/03 MONMOUTH REAL ESTATE INVESTMENT CORP DE X 04/01/03 NCT GROUP INC DE X 04/04/03 NETWORKS ASSOCIATES INC/ DE X X 04/04/03 NETWORKS ASSOCIATES INC/ DE X X 04/02/03 NEW CENTURY MORT SEC INC HOME EQUITY DE X X 03/13/03 NEXIA HOLDINGS INC NV X X 03/31/03 NEXSTAR FINANCE HOLDINGS LLC DE X 04/04/03 NEXSTAR FINANCE LLC DE X 04/04/03 NOBEL LEARNING COMMUNITIES INC DE X X 03/28/03 NORD PACIFIC LIMITED X 04/04/03 NSD BANCORP INC PA X X 04/04/03 AMEND OIL SERVICE HOLDRS TRUST NY X 03/31/03 ON COMMAND CORP DE X X 04/02/03 PEOPLES FINANCIAL SERVICES CORP/ PA X 04/04/03 PEOPLESOFT INC DE X X 03/03/03 PEPCO HOLDINGS INC DE X 04/04/03 PEREGRINE SYSTEMS INC DE X 03/31/03 PHARMACEUTICAL HOLDRS TRUST X X 03/31/03 PHARMANETICS INC NC X X 04/04/03 PLYMOUTH RUBBER CO INC MA X 04/02/03 PROBEX CORP CO X X X 03/21/03 PROLOGIS MD X X 04/04/03 PROVINCE HEALTHCARE CO DE X X 03/28/03 PROXIM CORP DE X X 04/03/03 PRUDENTIAL SECURITIES SEC FIN CORP CO DE X X 03/20/03 RADIO ONE INC DE X 04/03/03 RBX CORP DE X X 03/31/03 RDO EQUIPMENT CO DE X X 04/03/03 RECONDITIONED SYSTEMS INC AZ X 04/04/03 REGENCY CENTERS CORP FL X 04/04/03 REGIONAL BANK HOLDERS SM TRUST NY X 03/31/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 04/04/03 RETAIL HOLDRS TRUST NY X 03/31/03 RICA FOODS INC NV X 04/01/03 S1 CORP /DE/ DE X X 04/04/03 SALOMON BROTHERS MORT SEC VII INC MOR DE X X 03/25/03 SCB COMPUTER TECHNOLOGY INC TN X X 02/04/03 AMEND SECURED DATA INC /NV/ NV X 04/03/03 SECURITISATION ADVISORY SERVICES PTY X X 12/31/02 AMEND SEMICONDUCTOR HOLDRS TRUST NY X 03/31/03 SIEBEL SYSTEMS INC DE X 04/03/03 SIERRA PACIFIC RESOURCES /NV/ NV X X 04/02/03 SMITH & WOLLENSKY RESTAURANT GROUP IN DE X X 04/03/03 SOFTWARE HOLDRS TRUST NY X X 03/31/03 SONORAN ENERGY INC X 04/01/03 SONTRA MEDICAL CORP MN X X 03/31/03 SOUTHERN PERU COPPER CORP/ DE X X 03/31/03 AMEND SPECTRX INC DE X 04/04/03 SPIEGEL INC DE X 04/04/03 SPORTS CLUB CO INC DE X X 04/04/03 STELLENT INC MN X X 04/01/03 STRUCTURED ASSET SECURITIES CORP II X X 03/20/03 STUDENT ADVANTAGE INC DE X X 03/31/03 SUPERIOR FINANCIAL CORP /AR/ DE X 04/04/03 SWEETHEART HOLDINGS INC \DE\ DE X X 04/02/03 SYBASE INC DE X X 04/03/03 TARRANT APPAREL GROUP CA X X 03/31/03 TASTY BAKING CO PA X X 04/04/03 TDS TELEMEDICINE INC NY X 04/03/03 TEDA TRAVEL INC FL X X 10/23/02 AMEND TELECOM HOLDRS TRUST NY X X 03/31/03 TITANIUM INTELLIGENCE INC X 04/04/03 TOWER BANCORP INC PA X 03/31/03 TRIPLE-S MANAGEMENT CORP X X 04/04/03 TSI TELECOMMUNICATION HOLDINGS LLC DE X 04/03/03 TSI TELECOMMUNICATION HOLDINGS LLC DE X 04/03/03 UNI MARTS INC DE X 04/03/03 UNICORP INC /NEW NV X 04/30/03 UNITED STATES STEEL CORP DE X X 04/04/03 UTILITIES HOLDERS SM TRUST NY X X 03/31/03 V ONE CORP/ DE DE X 04/04/03 VIRAGE LOGIC CORP CA X X 04/03/03 VISKASE COMPANIES INC DE X 04/04/03 VISKASE COMPANIES INC DE X 04/02/03 WESTBANK CORP MA X X 04/04/03 WIRELESS HOLDRS TRUST NY X X 03/31/03 XIN NET CORP FL X X 04/04/02