SEC NEWS DIGEST Issue 2003-129 July 8, 2003 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING - TUESDAY, JULY 15, 2003 - 2:00 P.M. The subject matter of the closed meeting scheduled for Tuesday, July 15, will be: Institution and settlement of administrative proceedings of an enforcement nature; Institution and settlement of injunctive actions; and Formal orders of investigation. CLOSED MEETING - THURSDAY, JULY 17, 2003 - 10:00 A.M. The subject matter of the closed meeting scheduled for Thursday, July 17, will be: Institution and settlement of administrative proceedings of an enforcement nature; Institution and settlement of injunctive actions; and Formal orders of investigation. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted, or postponed, please contact the Office of the Secretary at (202) 942-7070. ENFORCEMENT PROCEEDINGS SEC INSTITUTES ADMINISTRATIVE PROCEEDINGS PURSUANT TO RULE 102(e)(3) AGAINST TWO FORMER XEROX CORPORATION OFFICERS On July 7, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Rule 102(e)(3) of the Commission's Rules of Practice, Making Findings, and Imposing Remedial Sanctions (Order) against the former CFO of Xerox Corporation, Barry D. Romeril, and the former director of accounting policy, controller, assistant treasurer and treasurer, Gregory B. Tayler. Without admitting or denying the findings, Romeril and Tayler consented to the issuance of the Order, which suspends each of them from appearing and practicing before the Commission as an accountant. Under the Order, Romeril's suspension is permanent and Tayler's suspension is for three years with a right to apply for reinstatement thereafter. Romeril was a member of The Association of Chartered Certified Accountants (ACCA) in the United Kingdom from 1978 to 1994, and was also a fellow of the ACCA from 1988 to 1994. Tayler has been a Chartered Accountant, Ontario Institute of Chartered Accountants, since 1993 and has been a Chartered Accountant, Institute of Chartered Accountants of British Columbia, since 1995. The Commission issued the Order based upon Final Judgments entered by consent against Romeril and Tayler, permanently enjoining them from committing violations of Sections 10(b) and 13(b)(5) of the Exchange Act and Rules 10b-5 and 13b2-1 promulgated thereunder, and from aiding and abetting 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 promulgated thereunder. The Final Judgments were entered in the civil action entitled SEC v. Paul A. Allaire, G. Richard Thoman, Barry D. Romeril, Philip D. Fishbach, Daniel S. Marchibroda and Gregory B. Tayler, Civil Action No. 03 CV 4087 (DLC) (S.D.N.Y.) (June 16, 2003). See Litigation Release No. 18174 (June 5, 2003). The final judgment ordered Romeril to pay $2,987,282 in disgorgement of ill-gotten gains, $1,227,688 in prejudgment interest thereon and a $1,000,000 civil money penalty and imposed a permanent officer and director bar. The final judgment ordered Tayler to pay $92,603 in disgorgement of ill-gotten gains, $32,397 in prejudgment interest thereon and a $75,000 civil money penalty. The Commission's complaint alleges, among other things, that, during 1997-2000, Romeril fraudulently misled investors about Xerox's true financial performance through the use of numerous accounting actions, most of which failed to comply with generally accepted accounting principles (GAAP), that accelerated the recognition of equipment revenues by approximately $3 billion and increased pre-tax earning by approximately $1.4 billion. As alleged in the complaint, Romeril directed or allowed lower ranking defendants in Xerox's financial department to make accounting adjustments to results reported from operating divisions to accelerate revenues and increase earnings, including the use of accounting practices known internally within Xerox as margin normalization, return-on-equity, and price uplifts and lease extensions. In addition, Romeril, with the help of other senior Xerox financial executives, fraudulently established a $100 million reserve for "unknown risks" arising out of a 1997 acquisition by Xerox and Romeril knew and approved of the improper release of the reserve in later years to cover expenses unrelated to the acquisition. Romeril also authorized Xerox's use of $315 million of numerous other excess or cushion reserves and $157 million of interest income from tax refunds to manage Xerox's earnings in violation of GAAP. The complaint alleges that Romeril failed to disclose the use and financial impact of all of these accounting actions, as well as certain lease transactions that Xerox entered into in 1999 (known as Partnership Asset Strategy or PAS transactions) that resulted in substantial and material increases in its financial results and earnings trends at the expense of future periods. The Commission's complaint further alleges, among other things, that, during 1997-2000, Tayler misled Xerox investors by participating in and failing to disclose the use of Xerox's most material accounting actions, including margin normalization and return-on-equity, that accelerated equipment revenues and earnings in violation of GAAP. The complaint also alleges that Tayler fraudulently failed to disclose the use and financial impact of Xerox's 1999 PAS transactions. In addition, the complaint alleges that Tayler aided and abetted Xerox's use of and failure to disclose other non-GAAP accounting actions used to boost earnings, including price uplifts and lease extensions, retroactive increases to the net residual values of Xerox's machines and a $100 million acquisition reserve. The Commission previously brought two other injunctive actions based on the same fraudulent scheme as is alleged against the senior Xerox executives in the civil action identified above, as well as other allegations. On April 11, 2002, the Commission brought an injunctive action against Xerox. Without admitting or denying the allegations of the complaint, Xerox consented to the entry of a Final Judgment that permanently enjoined the company from violating the antifraud, reporting and record keeping provisions of the federal securities laws. Xerox also paid a $10 million civil penalty, agreed to restate its financial statements and agreed to hire a consultant to review the company's internal accounting controls and policies. SEC v. Xerox Corporation, Civil Action No. 02-CV-2780 (DLC) (S.D.N.Y.) (April 11, 2002). See LR- 17465 / April 11, 2002/AAE Rel. 1542/April 11, 2002. In addition, on Jan. 29, 2003, the Commission brought an injunctive action against Xerox's former auditor, KPMG LLP, and four of its audit partners in connection with the audits of Xerox from 1997 - 2000. The action against KPMG and its partners is currently in litigation. SEC v. KPMG LLP, Joseph T. Boyle, Michael A. Conway, Anthony P. Dolanski and Ronald A. Safran, Civil Action No. 03 CV 0671 (DLC) (S.D.N.Y.) (Jan. 29, 2003). See LR-17954 / Jan. 29, 2003/AAE Rel. 1709 / Jan. 29, 2003. (Rel. 34- 48134; AAE Rel. 1812; File No. 3-11171) SANCTIONS IMPOSED ON ROBERT KESSLER Robert B. Kessler has been barred from association with any broker or dealer and from participating in an offering of any penny stock. The sanctions, which were imposed in accord with Kessler's Offer of Settlement in this matter, are based on the entry, on June 3, 2003, of an injunction by the United States District Court for the Eastern District of New York against Mr. Kessler. In that civil action, Kessler was enjoined from future violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, as well as Rule 101 of Regulation M. The order instituting and simultaneously settling these proceedings makes findings that the complaint in the civil action alleges from 1996 through the fall of 1999, Kessler participated with others in a scheme to manipulate the prices of four microcap securities, all of which were quoted on the OTC Bulletin Board. The order further finds that the complaint alleges, in connection with this scheme, certain participants in the scheme obtained control of large blocks of stock in the microcap issuers and caused these stocks to be touted in Internet newsletters they controlled, so that investors would purchase shares in the issuers, and the prices of these stocks would rise. Kessler and the others then collaborated in manipulating the prices of those securities by bidding for and purchasing the securities. Kessler adjusted the bid and ask quotations for those securities in accordance with the instructions given him by these participants, who then sold their securities at the artificially elevated prices. (Rel. 34-48139; File No. 3-11172) ACTION AGAINST ROBERT BURR, DANIEL BURR AND OTHERS On June 25, the Commission and the North Carolina Securities Division conducted a joint action aimed at halting an ongoing fraudulent scheme, securing evidence and assets for the reimbursement of defrauded investors, and obtaining the arrest of the alleged perpetrators, Robert Burr and Daniel Burr, two brothers residing in Wilmington, North Carolina. Robert Burr, 40, was arrested and charged with six counts of felony securities fraud and two counts of felony obtaining property by false pretenses. His brother, Daniel Burr, 53, was arrested and charged with two counts of obtaining property by false pretense. Robert Burr (Burr) had previously been the subject a Commission civil case, SEC v. Benjamin Franklin Cook [3-99CV05701-R, USDC, NDTX (Dallas Division]. Burr and a company he controlled, Cornerstone Management, L.L.P., are both subject to judgments in excess of $4 million in the Dennel matter. These judgments arise from Burr's participation in the Dennel Finance Limited fraud, a Ponzi scheme master-minded by Phoenix, Arizona resident Benjamin Franklin Cook (Cook). The Dennel scheme, which centered around the offer and sale of non-existent prime bank securities, bilked investors of approximately $46 million before the Commission shut it down in March 1999 through an emergency action in District Court. On June 22, 2000, District Court Judge Jerry Buchmeyer of the Northern District of Texas granted the request of the Commission and the Court- appoint Receiver to place in receivership all assets of Burr and several entities he had created to conceal funds and property obtained through the Dennel scheme. As a result of this Receivership Order, the Receiver seized a house and other assets owned or controlled by Burr. Recently, however, the Commission and Receiver learned that Burr had continued his unlawful conduct through the subsequent offer and sale of fraudulent investments similar to those offered and sold by Dennel. Moreover, it appears that Burr and others were again misappropriating funds and accumulating assets, including homes and automobiles, in the names of various entities controlled by Burr, family members and associates. On June 25, 2003, Judge Buchmeyer granted a freeze of assets obtained as a consequence of Burr's additional fraudulent conduct and expanded the Receivership to include new entities created by Burr and other persons involved in the additional fraud. On the same day, while the Receiver seized real estate, vehicles and other property accumulated by Burr and others, agents of the North Carolina Securities Division arrested Burr and his brother and served search warrants at the homes of Robert and Daniel Burr. In addition to the charges brought by North Carolina, Burr still faces sentencing in connection with criminal charges brought against him by state of Arizona for his participation in the Dennel scheme. Burr pled guilty to two counts of Fraudulent Schemes and Artifices and agreed to make $4.9 million in restitution in the Arizona case. Burr was also briefly incarcerated in Seagoville Federal Detention Center in Seagoville, Texas, based on an order of contempt issued in the Commission's action. The Commission and Receiver have since discovered that Burr was apparently perpetrating a $5 million fraudulent transaction during the period of his incarceration in federal prison. Unscrupulous promoters continue to victimize the public with Prime Bank schemes. Accordingly, investors are advised to access the Commission's "Prime Bank" Investor Alert that provides tips on how to avoid being a victim of these scams. The investor alert can be found on the Commission's web site, at www.sec.gov/pbank/pbnkhome.htm. [SEC v. Benjamin Franklin Cook, et al., #3-99CV05701-R, USDC, NDTX, Dallas Division] (LR-18215) SEC OBTAINS SUMMARY JUDGMENT AGAINST PARTICIPANT IN FRAUDULENT OFFERINGS On June 25, 2003, Judge Shirley Wohl Kram of the U.S. District Court for the Southern District of New York found defendant Darius L. Lee (Lee) liable for participating in the fraudulent offering of securities of three related companies. The court granted the Securities and Exchange Commission's motion for summary judgment against Lee, finding that Lee violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder. The court permanently enjoined Lee from future violations of the antifraud and registration provisions of the securities laws, ordered Lee to disgorge $8,050 of ill- gotten gains derived from his fraudulent conduct, plus $2,641.13 in pre- judgment interest, and ordered Lee to pay a civil penalty of $25,000. In its complaint, the Commission charged Lee, along with Jean Baptiste Jean Pierre (Jean Pierre) and Gabriel Toks Pearse (Pearse), with participating in the fraudulent offering and selling of limited partnerships interests of JB Stanley Group, LP (JB Stanley), an unregistered hedge fund, and stock of JB Stanley's general partner, Cambridge Capital Holdings Management, LLC (Cambridge), and Cambridge's wholly-owned subsidiary, Union Transfer and Cargo Corporation (UTC), all of which were controlled by Jean Pierre. None of the offerings were registered with the Commission. Through these schemes, the defendants raised approximately $407,700 from at least fifteen investors, the majority of which was misappropriated by defendant Jean Pierre, with Lee receiving at least $8,050 from the offering proceeds. The Commission alleged that Lee participated in the fraud by making numerous oral misrepresentations concerning the JB Stanley and Cambridge offerings, including that: (1) JB Stanley and Cambridge would conduct an initial public offering (IPO), at a specific price, with JB Stanley investors being able to sell their shares for a profit; (2) Jean Pierre had consistently achieved a 50% return from other funds that he managed; and (3) that JB Stanley is a hedge fund and money or asset management firm that pooled investor funds to purchase and sell securities. The Commission also alleged that Lee knew that a series of fraudulent written materials were being mailed to potential investors. The Commission further alleged that Lee did not investigate any of the offerings before soliciting investors and ignored "red flags" that a fraud was occurring. Although Lee defaulted in response to the Commission's motion, the court separately found that on the basis of the evidence submitted, the Commission was entitled to judgment as a matter of law. The court previously entered judgments against the other defendants in this action. On March 5, 2003, the court entered a default judgment against Jean Pierre, permanently enjoining him from violating Sections 5(a), 5(c), and 17(a) of the Securities Act, Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder, and Section 206(1) and (2) of the Investment Advisers Act of 1940, ordering Jean Pierre to pay $589,809.32, representing $407,700 in ill-gotten gains derived from his fraudulent conduct plus prejudgment interest of $182,809.32, and ordering him to pay a $407,000 civil penalty. On March 19, 2003, the court entered a final consent judgment against Pearse, permanently enjoining him from violating Sections 5(a), 5(c), and 17(a) of the Securities Act and Section 10(b) of the Exchange Act, and Rule 10b-5 thereunder, imposing a civil penalty of $25,000, and ordering Pearse to pay $7,217.75, representing disgorgement of $5,700 in ill-gotten gains derived from his conduct plus prejudgment interest of $1,517.75. [SEC v. Jean Baptiste Jean Pierre, Gabriel Toks Pearse and Darius L. Lee, 02 Civ. 253] (LR-18216) ACTION AGAINST BENJIMAN FRANKLIN COOK III The Commission announced that on June 27, 2003, Judge Greg Martin of the Maricopa County Superior Court in Phoenix, Arizona sentenced Benjamin Franklin Cook III, 55, to 17 « years in prison for his role in master- minding Dennel Finance Limited, a nationwide securities fraud that targeted elderly citizens and religious groups. Cook pled guilty to three counts of theft, after being indicted on 37 counts of fraud, theft and racketeering. Cook's criminal conviction is based on the same conduct as a civil action against Cook and others brought by the Commission. SEC v. Benjamin Franklin Cook, et al. #3-99CV05701-R, USDC, NDTX (Dallas Division). In its complaint, filed March 16, 1999, the Commission alleged that Cook, doing business as Dennel Finance Limited, developed and operated a fraudulent Ponzi scheme involving the offer and sale of nonexistent "prime bank" securities. The fraudulent scheme raised more than $45 million from approximately 300 investors throughout the United States, resulting in losses to investors in excess of $25 million. In December 2000, District Judge Jerry Buchmeyer entered a final judgment against Cook in the Commission's action, enjoining him from further violations of the federal securities laws, ordering him to pay disgorgement of $36,724,494 plus prejudgment interest of $5,616,807, and imposing a civil penalty of $110,000 on him. In October 1999, Cook was arrested by federal marshals in a Las Vegas, Nevada casino, after Judge Buchmeyer issued a warrant based on his finding that Cook was in contempt of the Court. Cook remained incarcerated for contempt at Seagoville Federal Detention Center in Seagoville, Texas, for more than one year before he was extradited to Arizona to face the state criminal charges. The Commission has worked closely with several other government agencies in this matter, including the Arizona Attorney General's Office, the Arizona Corporations Commission, the Arizona Department of Public Safety, the United States Customs Department and the Office of the United States Attorney. Through the combined efforts of these agencies, the Receiver appointed in the Commission's action has already distributed $13 million to defrauded investors. The process of collecting assets and distributing funds to investors is on-going. Unscrupulous promoters continue to victimize the public with Prime Bank schemes. Accordingly, investors are advised to access the Commission's "Prime Bank" Investor Alert that provides tips on how to avoid being a victim of these scams. The investor alert can be found on the Commission's web site, at www.sec.gov/pbank/pbnkhome.htm. [SEC v. Benjiman Franklin Cook, et al., #3-99CV05701-R, USDC, NDTX, Dallas Division] (LR-18217) COMMISSION OBTAINS SUMMARY JUDGMENT AGAINST KEVIN KIRKPATRICK FOR MONETARY RELIEF SOUGHT IN CONNECTION WITH MANIPULATION SCHEME The Commission announced that the Honorable William H. Pauley, U.S. District Judge for the Southern District of New York, entered Summary Judgment against Kevin Kirkpatrick (Kirkpatrick) on July 2 in connection with a market manipulation scheme. The Court found that, "from March through at least December 1998, Kirkpatrick and his co-defendants engaged in a scheme to manipulate the price of Maid Aide, Inc. (MDAN) stock. This tripartite scheme involved the defendants, including Kirkpatrick: (1) gaining control of the market supply of MDAN stock; (2) creating an artificial public demand for the stock through a boiler room operation; and (3) creating an appearance of actual market activity and controlling trading of MDAN stock through Kirkpatrick . . . ." At the time of the scheme, Kirkpatrick was employed as a trader with Olsen Payne and Company, a Utah-based brokerage firm. The Court ordered Kirkpatrick to pay $92,000 in disgorgement, $33,173.81 in prejudgment interest, and a $75,000 civil penalty. By consent judgment dated January 23, 2003, the Court also permanently enjoined Kirkpatrick from future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The Commission subsequently filed its Summary Judgment motion seeking monetary relief against Kirkpatrick. [SEC v. Tanner, et al., 02 Civ-0306, SDNY] (LR-18218) THE HONORABLE JED RAKOFF APPROVES SETTLEMENT OF THE SEC'S CLAIM FOR A CIVIL PENALTY AGAINST WORLDCOM The Commission announced that on July 7, U.S. District Judge Jed S. Rakoff issued an Opinion and Order approving the SEC's settlement with WorldCom, Inc. The settlement remains subject to review and approval of the United States Bankruptcy Court for the Southern District of New York. In its ruling, the Court wrote that "the Court is satisfied that the Commission has carefully reviewed all relevant considerations and has arrived at a penalty that, while taking adequate account of the magnitude of the fraud and the need for punishment and deterrence, fairly and reasonably reflects the realities of this complex situation." The Court concluded that "the proposed settlement is not only fair and reasonable but as good an outcome as anyone could reasonably expect in these difficult circumstances." The Court noted that the civil penalty to be paid by WorldCom, would be "75 times greater than any prior such penalty." In its Opinion and Order, the Court stated that it would enter the Final Judgment as to Monetary Relief in the form submitted by the parties. That Final Judgment provides that WorldCom is liable for a civil penalty in the amount of $2,250,000,000. The Final Judgment also provides that in the event of confirmation of a plan of reorganization of WorldCom by the Bankruptcy Court, WorldCom's obligations under the Commission's judgment shall be deemed to be satisfied by the company's payment of $500,000,000 in cash and by its transfer of common stock in the reorganized company having a value of $250,000,000 to a distribution agent to be appointed by the District Court. Under the terms of the settlement, the funds paid and the common stock transferred by WorldCom to satisfy the Commission's judgment will be distributed to victims of the company's fraud, pursuant to Section 308 (Fair Funds For Investors) of the Sarbanes-Oxley Act of 2002. The Commission has alleged that WorldCom misled investors by overstating its income from at least as early as 1999 through the first quarter of 2002, as a result of undisclosed and improper accounting. (LR-17829) The Commission filed its case against WorldCom on June 26, 2002, the day after WorldCom announced that it intended to restate its financial results for five quarters-all quarters in 2001 and the first quarter of 2002. (LR-17588). The Commission also sought the appointment of a corporate monitor for WorldCom, and on July 3, 2002, U.S. District Judge Rakoff appointed former SEC Chairman Richard Breeden to that position. On Nov. 26, 2002, the Commission obtained a judgment against WorldCom through which the Commission obtained the full injunctive relief it sought against WorldCom. In addition, the judgment ordered WorldCom to undertake extensive reviews of its corporate governance and internal controls, as well as required WorldCom to establish a training and education program for WorldCom officers and employees to minimize the possibility of future violations of the federal securities laws. The Nov. 26, 2002, judgment explicitly left open the determination of monetary penalties to be imposed on WorldCom. (LR-17866). Since the Commission filed its action against WorldCom, the company has made a series of announcements expanding its anticipated financial restatement due to the fraud, both in dollar amount and in time. In addition, the Commission has brought civil actions against four former employees of WorldCom. The Commission filed civil actions against former WorldCom Controller David F. Myers on Sept. 26, 2002, (LR-17753); former WorldCom Director of General Accounting Buford "Buddy" Yates, Jr., on Oct. 7, 2002, (LR-17771); and Betty L. Vinson and Troy M. Normand, former accountants in WorldCom's General Accounting Department, on Oct. 10, 2002 (Litigation Release No. 17783). All of these actions are pending. In determining to enter into the settlement, the Commission considered remedial acts promptly undertaken by WorldCom and cooperation afforded the Commission staff. The Commission acknowledges the assistance and cooperation of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation. The Commission's investigation into the fraud at WorldCom is continuing. [SEC v. WorldCom Inc., Civil Action No. 02-CV-4963, SDNY, JSR] (LR- 18219; AAE Rel. 1811; Press Rel. 2003-81) FINAL JUDGMENT ENTERED AGAINST JERRY WOMACK The Commission announced today that on June 30, 2003, the Honorable David O. Carter of the U.S. District Court for the Central District of California granted the Commission's motion for summary judgment and entered a Final Judgment Of Permanent Injunction And Other Relief Against Jerry A. Womack. Womack is enjoined from violating the registration and antifraud provisions of the federal securities laws, specifically Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b- 5 thereunder, and Sections 206(1) and (2) of the Investment Advisers Act. Under the terms of the Final Judgment, Womack is also required to pay disgorgement in the amount of $18,993,869.06, plus prejudgment interest, and a civil penalty in the amount of $110,000. In November 2000, the Commission charged Womack with committing securities fraud in offering and selling $19 million in securities to about 400 investors nationwide between August 1997 and June 1999. Womack represented to investors that he would invest their money in the stock market pursuant to an investment strategy that he claimed to have developed and used successfully called the "Womack Dow Principle." He also represented to investors that, to implement the Womack Dow Principle, he had retained traders on the floor of the New York Stock Exchange. Additionally, Womack represented to investors that the trading activity was yielding profitable results. In fact, Womack utilized only about a quarter of the investors' money for securities trading and suffered a net loss on that trading. Womack misused the majority of investor funds for personal and unrelated expenses and to pay some investors their purported profits and principal. Among other things, Womack used the funds to purchase homes, real property, artwork, jewelry and cars, and to pay for his honeymoon, cosmetic surgery for his wife, and his divorce settlement. In May 2001, Womack was convicted of wire fraud and money laundering in a criminal proceeding brought by the United States Attorney's Office for the Central District of California, arising out of the same facts as the Commission's case. Also on June 30, 2003, the Honorable David O. Carter sentenced Womack to serve 188 months in prison and pay over $6 million in restitution. [SEC v. Jerry A. Womack, Civil Action No. 01-1037 DOC (RCx) CDCA] (LR-18220) DEFENDANTS ORDERED TO REPAY $17.4 MILLION IN PRIME BANK SCHEME The Commission announced today that on June 18, 2003, the Hon. David F. Hamilton of the U.S. District Court for the Southern District of Indiana ordered John H. Brinker, Jr. of Cincinnati, Ohio, and Gary J. Bentz of Loveland, Ohio, to jointly pay $17.4 million in disgorgement and prejudgment interest and to pay an additional $110,000 each in civil penalties for their role in defrauding investors through a "prime bank" trading scheme. Judge Hamilton also ordered Steadfast Ministries, Inc., a Cincinnati, Ohio charitable organization incorporated by Brinker and others, to pay $265,300 in disgorgement and prejudgment interest for funds the company received from the scheme. In February 2001, the Commission sued Brinker, Bentz, and other defendants for operating the fraudulent scheme that raised $20.3 million from over 600 investors. At the same time, Judge Hamilton issued a permanent injunction that prohibits Brinker, Bentz, and other defendants from engaging in fraud and other misconduct in violation of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Sections 10(b), 15(a), and 15(c) of the Securities Exchange Act of 1934, and Rules 10b-5 and 15c1-2 thereunder. Brinker and Bentz consented to the injunction order without admitting or denying the allegations in the Commission's complaint. The injunction order also froze the assets of Brinker, Bentz, and the other defendants. In previous civil contempt proceedings, the Commission alleged that shortly before the asset freeze, Bentz obtained approximately $142,000 by borrowing against his assets, and that after the freeze, he spent all or part of the borrowed funds in violation of the freeze. The court ruled that Bentz violated the freeze, and held him in civil contempt. Bentz was subsequently convicted of criminal contempt for the same conduct and sentenced to three months of imprisonment. (For more detail on the injunction and contempt proceedings, see Litigation Release Nos. 16915, 17534, and 17881.) [SEC v. John E. Brinker, Jr., Gary J. Bentz, et al., Civil Action No. IP01- 0259 C-H/G (SD Ind.).] (LR-18221) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES The National Securities Clearing Corporation filed a proposed rule change (SR-NSCC-2003-14) to modify NSCC's procedures to accommodate the reporting of trades executed on a system that provides trading anonymity. Publication of the proposal is expected in the Federal Register during the week of July 7. (Rel. 34-48122) The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2002-77) relating to disclosure of audit opinions with going concern qualifications. Publication of the proposal is expected in the Federal Register during the week of July 7. (Rel. 34-48123) The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2002-138) to require non-U.S. issuers to disclose any exemptions they may receive from Nasdaq's corporate governance listing standards. Publication of the proposal is expected in the Federal Register during the week of July 7. (Rel. 34-48124) The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2002-139) and Amendment No. 1 thereto to require listed companies to adopt a code of conduct for all directors, officers, and employees. Publication of the proposal is expected in the Federal Register during the week of July 7. (Rel. 34-48125) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change filed by the American Stock Exchange relating to a six-month extension of the exchange's pilot program for automatic execution of orders for exchange traded funds (SR-Amex-2003-61) 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 July 7. (Rel. 34-48126) The International Securities Exchange filed a proposed rule change (SR- ISE-2003-16) relating to changes in their fee schedule. The proposed rule change has become immediately 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 July 7. (Rel. 34- 48129) 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: . SB-2 ESSENTIAL INNOVATIONS TECHNOLOGY CORP, SUITE 400-142 W, MAGNOLIA STREET, BELLINGHAM, WA, 98225, 3603923902 - 100,000 ($2,500,000.00) Equity, (File 333-106839 - Jul. 7) (BR. ) S-4 VITESSE SEMICONDUCTOR CORP, 741 CALLE PLANO, CAMARILLO, CA, 93012, 8053883700 - 3,922,073 ($18,629,846.75) Equity, (File 333-106840 - Jul. 7) (BR. 36) S-4 KROLL INC, 900 THIRD AVENUE, NEW YORK, NY, 10022, (212) 593-1000 - 1,366,502 ($107,232,749.00) Equity, (File 333-106841 - Jul. 7) (BR. 08) SB-2 PARADIGM MEDICAL INDUSTRIES INC, 8019778970 - 8,000,000 ($4,000,000.00) Equity, (File 333-106842 - Jul. 7) (BR. 36) S-8 MITEK SYSTEMS INC, 14145 DANIELSON ST SUITE B, POWAY, CA, 92064, 858-513-4600 - 0 ($1,255,000.00) Equity, (File 333-106843 - Jul. 7) (BR. 03) S-8 GOOD GUYS INC, 5107476000 - 1,250,000 ($1,787,500.00) Equity, (File 333-106847 - Jul. 7) (BR. 02) S-3 BOMBARDIER CREDIT RECEIVABLES CORP, 1600 MOUNTAIN VIEW DRIVE, COLCHESTER, VT, 05466, 8026552824 - 1,018,000,000 ($1,018,000,000.00) Asset-Backed Securities, (File 333-106848 - Jul. 7) (BR. 05) S-8 STOCK MARKET SOLUTIONS INC, 1752 NW THIRD TERRACE, SUITE 118-C, FORT LAUDERDALE, FL, 33311, 9545241452 - 2,300,000 ($161,000.00) Equity, (File 333-106849 - Jul. 7) (BR. 03) S-3 CARNIVAL CORP, 3655 N W 87TH AVE, PO BOX 1347, MIAMI, FL, 33178-2428, 3055992600 - 0 ($1.67) Other, (File 333-106850 - Jul. 7) (BR. 05) S-4 ALCAN INC, 1188 SHERBROOKE ST WEST, MONTREAL QUEBEC CANA, A8, 00000, 5148488000 - 0 ($632,780,900.11) Equity, (File 333-106851 - Jul. 7) (BR. 06) S-8 WESTMORELAND COAL CO, 2 NORTH CASCADE AVENUE 14TH FLOOR, COLORADO SPRINGS, CO, 80903, 7194422600 - 450,000 ($7,567,975.86) Equity, (File 333-106852 - Jul. 7) (BR. 04) S-3 VERIZON NEW ENGLAND INC, 185 FRANKLIN STREET, BOSTON, MA, 02110, 6177439800 - 0 ($500,000,000.00) Non-Convertible Debt, (File 333-106853 - Jul. 7) (BR. 37) S-8 ALEXION PHARMACEUTICALS INC, 352 KNOTTER DRIVE, CHESHIRE, CT, 06511, 2037761790 - 1,250,000 ($19,457,870.00) Equity, (File 333-106854 - Jul. 7) (BR. 01) S-3 MPS GROUP INC, 1 INDEPENDENT DR, JACKSONVILLE, FL, 32202, 9043602000 - 1,141,267 ($7,897,567.64) Equity, (File 333-106855 - Jul. 7) (BR. 08) S-3 RED HAT INC, 1801 VARSITY DRIVE, RALEIGH, NC, 27606, 9197543700 - 322,312 ($2,504,364.20) Equity, (File 333-106856 - Jul. 7) (BR. 03) S-3 ACACIA RESEARCH CORP, 500 NEWPORT CENTER DRIVE, 7TH FLOOR, NEWPORT BEACH, CA, 92660, 9494808300 - 3,920,544 ($10,291,428.00) Equity, (File 333-106857 - Jul. 7) (BR. 36) F-10 PAN AMERICAN SILVER CORP, 0 ($100,000,000.00) Equity, (File 333-106858 - Jul. 7) (BR. 04) S-8 ISIS PHARMACEUTICALS INC, 2292 FARADAY AVE, CARLSBAD, CA, 92008, 7609319200 - 0 ($1,073,000.00) Equity, (File 333-106859 - Jul. 7) (BR. 01) S-8 HOLLIS EDEN PHARMACEUTICALS INC /DE/, 4435 EASTGATE MALL, SUITE 400, SAN DIEGO, CA, 92121, 858-587-9333 - 650,000 ($8,014,500.00) Equity, (File 333-106860 - Jul. 7) (BR. 01) S-8 CAVCO INDUSTRIES INC, 2728 N HARWOOD, DALLAS, TX, 75201-1516, 2149815000 - 0 ($11,550,000.00) Equity, (File 333-106861 - Jul. 7) (BR. 06) 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 ------------------------------------------------------------------------------------ 3W CYBER LOGISTICS INC NV X 06/24/03 ACCESSPOINT CORP /NV/ NV X 07/03/03 ACCESSPOINT CORP /NV/ NV X 07/07/03 AG SERVICES OF AMERICA INC IA X 07/03/03 AMEND AIRPLANES LTD DE X 07/07/03 AKORN INC LA X X 07/03/03 ALASKA AIR GROUP INC DE X 07/07/03 ALASKA COMMUNICATIONS SYSTEMS GROUP I DE X X 05/29/03 AMEND ALASKA COMMUNICATIONS SYSTEMS HOLDING DE X X 04/28/03 AMEND ALLEGHENY ENERGY INC MD X X 07/07/03 ALLIANCE BANKSHARES CORP X X 07/03/03 AMERICAN ARCHITECTURAL PRODUCTS CORP DE X X 07/02/03 AMERICAN ENTERTAINMENT & ANIMATION CO DE X 05/14/03 AMEND AMERICAN FINANCIAL CORP OH X X 07/07/03 AMERICAN FINANCIAL CORP OH X X 07/07/03 AMEND AMERICAN FINANCIAL GROUP INC OH X X 05/01/03 AMERICAN FINANCIAL GROUP INC OH X X 05/01/03 AMEND AMERICAN MILLENNIUM CORP INC NM X 04/21/03 AMEND AMERICAN SAFETY INSURANCE GROUP LTD X 09/30/03 ARGENT SECURITIES INC X X 07/07/03 ARIAD PHARMACEUTICALS INC DE X X 07/07/03 ASSET BACKED SECURITIES CORP DE X 07/07/03 BMC SOFTWARE INC DE X X 07/07/03 BROOKFIELD HOMES CORP DE X X 07/03/03 BROWN TOM INC /DE DE X 06/27/03 CACHE INC FL X 06/28/03 CANARGO ENERGY CORP DE X X X 07/07/03 CDMC MORTGAGE PASS THROUGH CERTIFICAT DE X 06/25/03 CDMC MORTGAGE PASS-THROUGH CERTIFICAT DE X 06/25/03 CELLEGY PHARMACEUTICALS INC CA X X 07/07/03 CENTURION GOLD HOLDINGS INC FL X X 06/20/03 CHART INDUSTRIES INC DE X X 07/03/03 CHASE FUNDING INC NY X X 06/20/03 CITGO PETROLEUM CORP DE X 06/25/03 CITGO PETROLEUM CORP DE X X 06/25/03 AMEND CLEARCOMM L P DE X X 06/11/03 AMEND CNE GROUP INC DE X X 06/30/03 AMEND CNE GROUP INC DE X 07/17/03 AMEND COACHMEN INDUSTRIES INC IN X 07/07/03 COMMERCIAL CAPITAL BANCORP INC NV X X 07/07/03 COMMUNITY CAPITAL BANCSHARES INC X X 07/02/03 COMPUTER TASK GROUP INC NY X 07/07/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 07/07/03 CSFB MORTGAGE SEC CORP COMM MORT PS T DE X X 06/25/03 CWABS INC REVOLVING HM EQU LN ASST BA DE X X 02/28/03 CWABS INC REVOLVING HOME EQ LOAN AST DE X X 06/15/03 DATATEC SYSTEMS INC DE X X 07/07/03 DAVIDSON INCOME REAL ESTATE LP DE X X 06/26/03 DCAP GROUP INC/ DE X X 07/07/03 DIVINE INC DE X X X 06/09/03 DOLLAR TREE STORES INC VA X 08/02/03 DREYERS GRAND ICE CREAM HOLDINGS INC DE X X 07/05/03 DYNEGY HOLDINGS INC DE X X 07/03/03 DYNEGY INC /IL/ IL X X 07/03/03 ENGLOBAL CORP NV X 07/07/03 FILENET CORP DE X 07/07/03 FIRST CANADIAN AMERICAN HOLDING CORP DE X X X 07/07/03 FIRST FEDERAL CAPITAL CORP WI X X 06/30/03 FIRST NATIONAL BANCSHARES INC/ FL/ FL X X 07/07/03 FLAG TELECOM GROUP LTD X X 07/07/03 FLEXIINTERNATIONAL SOFTWARE INC/CT DE X 07/07/03 FRIEDMANS INC DE X 07/02/03 GENEREX BIOTECHNOLOGY CORP DE X X 07/01/03 GLOBAL BUSINESS RESOURCES INC DE X 07/03/02 GPN NETWORK INC DE X X X X 07/02/03 GREEN POWER ENERGY HOLDINGS CORP DE X 04/23/03 AMEND GREYHOUND LINES INC DE X X 06/23/03 HEALTHSOUTH CORP DE X 07/07/03 HEPALIFE TECHNOLOGIES INC FL X X 07/07/03 HORNBECK OFFSHORE SERVICES INC /LA DE X X X 06/26/03 HOSPITALITY PROPERTIES TRUST MD X X 07/01/03 IMCLONE SYSTEMS INC/DE DE X X X 07/03/03 IMP INC DE X 07/07/03 IN STORE MEDIA SYSTEMS INC NV X X 06/01/03 INTERSTATE BAKERIES CORP/DE/ DE X X 07/03/03 IQUEST NETWORKS INC WY X X 07/04/03 LABORATORY CORP OF AMERICA HOLDINGS DE X 07/07/03 LAIDLAW INTERNATIONAL INC X X 06/23/03 LEAP WIRELESS INTERNATIONAL INC DE X X 07/03/03 LITTLE SQUAW GOLD MINING CO AK X X X 06/26/03 LSI LOGIC CORP DE X X 06/30/03 MCMORAN EXPLORATION CO /DE/ DE X 07/07/03 MCSI INC MD X X 06/19/03 AMEND METROPOLITAN MORTGAGE & SECURITIES CO WA X 07/03/03 MORTON INDUSTRIAL GROUP INC GA X 06/20/03 AMEND MOVING BYTES INC X 07/03/03 MSC SOFTWARE CORP DE X X 07/07/03 MSX INTERNATIONAL INC DE X X 07/07/03 NAUTICA ENTERPRISES INC DE X X 07/07/03 NEOPHARM INC DE X X 06/30/03 NEW ENGLAND REALTY ASSOCIATES LIMITED MA X X 04/25/03 AMEND NORTH STATE BANCORP NC X X 07/07/03 NOVITRON INTERNATIONAL INC DE X 07/07/03 ONLINE POWER SUPPLY INC NV X 06/24/03 PACIFIC VEGAS GLOBAL STRATEGIES INC CO X X 01/24/03 AMEND PACKAGED ICE INC TX X 07/07/03 PASS THROUGH CERTIFICATES SERIES 2002 DE X X 07/01/03 PASS THROUGH CERTIFICATES SERIES 2002 DE X X 07/01/03 PDI INC DE X 07/07/03 PDV AMERICA INC DE X 06/25/03 PDV AMERICA INC DE X X 06/25/03 AMEND PEOPLES BANCORP INC OH X 07/07/03 PLAYERS NETWORK X 07/03/03 PLYMOUTH RUBBER CO INC MA X 06/30/03 PROTEIN DESIGN LABS INC/DE DE X X 07/07/03 PSC INC NY X 06/30/03 REDBACK NETWORKS INC DE X X 07/07/03 REDBACK NETWORKS INC DE X X 07/07/03 REGENCY CENTERS CORP FL X X 06/24/03 RICA FOODS INC NV X X 07/07/03 RITA MEDICAL SYSTEMS INC DE X X 07/07/03 RJV NETWORK INC X X X 09/30/03 SCHERING PLOUGH CORP NJ X X 07/07/03 SEAGATE TECHNOLOGY E9 X 07/02/03 SEEBEYOND TECHNOLOGY CORP CA X X 07/07/03 SEQUOIA MORTGAGE FUNDING CORP MD X X 06/19/03 SEQUOIA MORTGAGE FUNDING CORP MD X X 06/20/03 SEQUOIA MORTGAGE FUNDING CORP MD X X 06/30/03 SEQUOIA RESIDENTIAL FUNDING INC X X 06/20/03 SEQUOIA RESIDENTIAL FUNDING INC X X 06/20/03 SEQUOIA RESIDENTIAL FUNDING INC X X 06/20/03 SEQUOIA RESIDENTIAL FUNDING INC X X 06/20/03 SEQUOIA RESIDENTIAL FUNDING INC X X 06/20/03 SEQUOIA RESIDENTIAL FUNDING INC X X 06/20/03 SEQUOIA RESIDENTIAL FUNDING INC X X 06/20/03 SHURGARD STORAGE CENTERS INC WA X X X 07/07/03 SHURGARD STORAGE CENTERS INC WA X X 07/07/03 SIGMA DESIGNS INC CA X X 06/25/03 SINA CORP X X 07/03/03 SINGING MACHINE CO INC DE X X 06/30/03 SOYO GROUP INC NV X 10/24/02 AMEND SPHERION CORP DE X 07/07/03 STARWOOD HOTEL & RESORTS WORLDWIDE IN MD X X 06/30/03 STERLING CHEMICALS INC DE X X 07/07/03 STONEPATH GROUP INC DE X X 06/20/03 STRUCTURED ASSET SECURITIES CORP II X X 07/03/03 STRUCTURED ASSET SECURITIES CORP II X X 07/03/03 SUMMIT SECURITIES INC /ID/ ID X 07/03/03 SUPERCONDUCTIVE COMPONENTS INC OH X X 07/07/03 TECUMSEH PRODUCTS CO MI X X 07/07/03 TITANIUM METALS CORP DE X X 07/07/03 TOWER BANCORP INC PA X X 07/03/03 TWEETER HOME ENTERTAINMENT GROUP INC DE X X 07/03/03 UNIFIRST CORP MA X X 07/07/03 V F CORP PA X X 07/07/03 VAXGEN INC DE X X 07/03/03 VICURON PHARMACEUTICALS INC DE X 02/28/03 VINEYARD NATIONAL BANCORP CA X X 07/07/03 WAMU MORTAGE PASS THRU CERT SERIES 20 DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERT 2002- DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERT SER 2 DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERT SER 2 DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERT SERIE DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS THRU CERTIFICATES DE X X 07/01/03 WAMU MORTGAGE PASS THRU CERTIFICATES DE X X 07/01/03 WAMU MORTGAGE PASS THRU CERTS SERIES DE X X 07/01/03 WAMU MORTGAGE PASS-THROUGH CERTIFICAT DE X X 07/01/03 WAMU MORTGAGE PASS-THRU CERT SERIES 2 DE X X 07/01/03 WASHINGTON MORTGAGE SEC CORP MORT PAS DE X X 07/01/03 WASHINGTON MUTUAL MOR SEC CORP MOR PA DE X X 07/01/03 WASHINGTON MUTUAL MOR SEC CORP MOR PS DE X X 07/01/03 WASHINGTON MUTUAL MORT SEC CORP MORT DE X X 07/01/03 WASHINGTON MUTUAL MORT SEC CORP MORT DE X X 07/01/03 WASHINGTON MUTUAL MORT SEC CORP PAS T DE X X 07/01/03 WASHINGTON MUTUAL MORT SEC CORP WAMU DE X X 07/01/03 WASHINGTON MUTUAL MORT SEC CORP WAMU DE X X 07/01/03 WASHINGTON MUTUAL MORT SEC CORP WAMU DE X X 07/01/03 WASHINGTON MUTUAL MORT SEC CORP WAMU DE X X 07/01/03 WASHINGTON MUTUAL MORT SEC WAMU MOR P DE X X 07/01/03 WASHINGTON MUTUAL MORTGAGE SEC CORP P DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PA THR CER DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PA THR CER DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PAS THR CE DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PASS THR C DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PASS THROU DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PASS THROU DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PASS THROU DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PASS THROU DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PASS THRU DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PASS THRU DE X X 07/01/03 WASHINGTON MUTUAL MSC MORT PASS THRU DE X X 07/01/03 WASHINGTON MUTUAL MSC MORTGAGE PASS T DE X X 07/01/03 WASHINGTON MUTUAL MSC MORTGAGE PASS T DE X X 07/01/03 WASHINGTON MUTUAL MSC MORTGAGE PASS T DE X X 07/01/03 WASHINGTON MUTUAL MSC MORTGAGE PASS T DE X X 07/01/03 WASHINGTON MUTUAL MSC MORTGAGE PASS-T DE X X 07/01/03 WATCHGUARD TECHNOLOGIES INC DE X X 07/07/03 WEBSENSE INC DE X X 07/07/03 WELLS FARGO ASSET SECURITIES CORP DE X X 07/07/03 WENDYS INTERNATIONAL INC OH X X 07/07/03 WESTERN UNITED HOLDING CO WA X 07/03/03 WESTMORELAND COAL CO DE X X 07/07/03 WGNB CORP GA X X 07/03/03 WORLDCOM INC GA X 07/02/03 XTO ENERGY INC DE X X 07/01/03 YAK COMMUNICATIONS USA INC FL X X 06/20/03 YORK WATER CO PA X 07/07/03 ZIX CORP TX X 07/02/03