SEC NEWS DIGEST Issue 2002-238 December 11, 2002 COMMISSION ANNOUNCEMENTS ANNETTE NAZARETH TO TESTIFY Annette Nazareth, Director of the Commission's Division of Market Regulation, will testify on Wednesday, Dec. 11 before the Senate Permanent Subcommittee on Investigations concerning transparent financial reporting for structured finance transactions. The hearing will be held in Room 106 of the Dirksen Senate Office Building. COMMISSION MEETINGS ADDITIONAL CLOSED MEETING - THURSDAY, DECEMBER 12, 2002 - 2:00 P.M. The subject matter of the closed meeting scheduled for Thursday, Dec. 12 will be: Formal orders of investigation; Institution and settlement of administrative proceedings of an enforcement nature; Institution and settlement of injunctive actions; Adjudicatory matter; and Litigation matter. 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. SEC PROPOSES MORE FREQUENT FUND PORTFOLIO DISCLOSURES, ADOPTS OTHER RULE CHANGES The Securities and Exchange Commission today voted to publish for comment rule proposals that would change reporting requirements for funds regulated under the Investment Company Act. It also took action to repeal the Trade-Through Disclosure Rule and adopt measures that will allow Internet investment advisers to register with the Commission. 1. Repeal of Trade-Through Disclosure Rule The Commission voted to repeal Rule 11Ac1-7 under the Securities Exchange Act of 1934 -- the Trade-Through Disclosure Rule. This rule, adopted in November 2000, requires a broker-dealer to disclose to its customer when that customer's order for an exchange- traded option has been executed at a price inferior to the best published quote. These trades are known as intermarket trade- throughs. A broker-dealer does not have to make this disclosure to its customer if the transaction took place on an options market that participates in a Commission-approved linkage plan that contains provisions reasonably designed to limit intermarket trade- throughs. History of Trade-Through Disclosure Rule In August 1999, the options exchanges began to multiply list the most actively traded options. Prior to this time, these options were traded on only one exchange. While this development made the options market more competitive, it also introduced the potential for customers' orders to be executed at prices inferior to the best available price. To address this issue, in July 2000, the Commission approved the Options Intermarket Linkage Plan proposed by three of the exchanges. The linkage plan permitted an options exchange to unilaterally withdraw from the linkage plan with 30 days' notice. Accordingly, the Commission adopted the Trade- Through Disclosure Rule to provide a customer with disclosure in the event that his or her order had been executed at a price inferior to the best available price on an exchange that did not participate in an approved linkage plan. Recent Amendments to the Linkage Plan In May 2002, the Commission approved amendments to the linkage plan that limit the options exchanges' ability to withdraw from the linkage plan. The modified linkage plan permits an exchange to withdraw from participation in the linkage plan only if it can satisfy the Commission that it can accomplish, by alternative means, the same goals as the linkage plan of limiting intermarket trade-throughs of prices on other markets. The exchanges were required to begin intermarket testing by Dec. 1, 2002, and to begin the final rollout of the linkage by April 30, 2003. By incorporating the testing and implementation schedule into the linkage plan, an exchange's failure to achieve testing or implementation by the specified dates would be a violation of a Commission rule. In addition, these amendments assure continuing participation by each options exchange in the linkage until such time as the Commission determines that there is an alternative, satisfactory means to limit intermarket trade-throughs of customer orders and approves an exchange's withdrawal from the linkage plan. Repeal of Trade-Through Disclosure Rule Because of the amendments to the linkage plan, the principal purpose of the Trade-Through Disclosure Rule - to require customers' orders to be executed on exchanges that participate in a linkage that limits intermarket trade-throughs or, in the alternative, to provide customers with additional information about the execution of their orders - has been accomplished. For that reason, the Commission proposed to repeal the Trade-Through Disclosure Rule in May 2002 and today voted to approve final repeal, effective upon its publication in the Federal Register. 2. Internet Investment Advisers The Commission voted to adopt a new rule and amendments under the Investment Advisers Act to exempt certain "Internet investment advisers" from the prohibition on Commission registration. Internet investment advisers provide investment advice to investors online through interactive Web sites. At these interactive Web sites, investors input personal financial data and receive individualized securities or asset allocation recommendations. The 1996 National Securities Markets Improvement Act (NSMIA) divided regulation of investment advisers between the states and the Commission. Under NSMIA, larger advisers (generally, those with more than $25 million of client assets under management) register with the Commission and do not have to comply with state regulatory laws. Smaller advisers are prohibited from registering with the Commission, but the Commission has authority to permit registration if the operation of the prohibition would be "unfair, a burden on interstate commerce, or otherwise inconsistent with the purpose of [NSMIA]." As a practical matter, these smaller advisers must register in advance with the state securities authorities of every state to avoid inadvertently violating state registration laws. This process imposes costs and burdens on Internet investment advisers unlike those on other state-registered firms, which typically register in one or a few states. Under the rule adopted by the Commission, only advisory firms using the Internet investment adviser business model could rely on the new rule for registration with the Commission. The Commission drafted the new rule narrowly, so that an Internet investment adviser will be eligible only if it provides investment advice to all of its clients exclusively through the adviser's interactive Web site. Advisers who use the Internet and other electronic communications, such as e-mail, to deliver investment advice to their clients will not be able to rely on the new rule to register with the Commission. Internet investment advisers relying on the new rule, however, may have advised as many as 14 clients through other means during the preceding 12 months. The effective date for these provisions will be 30 days after their publication in the Federal Register 3. Shareholder Reports and Quarterly Portfolio Disclosure by Funds The Commission voted to propose several amendments to its rules and forms that are intended to improve significantly the periodic disclosure that mutual funds and other registered management investment companies provide to their shareholders. The proposals that the Commission will publish for comment include the following: * Quarterly Disclosure of Fund Portfolio Holdings. The proposals would require a registered management investment company (fund) to file its complete portfolio holdings schedule with the Commission on a quarterly basis, rather than semi-annually as currently required. These filings would be publicly available on the Commission's Electronic Data Gathering, Analysis, and Retrieval System (EDGAR). This proposal is intended to enable interested investors, through more frequent access to portfolio information, to monitor whether, and how, a fund is complying with its stated investment objective. * Use of Summary Portfolio Schedule. The proposals would permit a fund to include a summary portfolio schedule in its semi-annual reports that are delivered to shareholders in lieu of the complete schedule, provided that the complete portfolio schedule is filed with the Commission and is provided to shareholders upon request, free of charge. The proposed summary portfolio schedule would include - in order of descending value - each of the fund's 50 largest holdings in unaffiliated issuers and each investment that exceeds one percent of the fund's net asset value. This proposal is intended to provide investors with information about portfolio holdings in a format that is more useful and understandable. * Exemption of Money Market Funds from Portfolio Schedule Delivery Requirements. The proposals would exempt money market funds from requirements that they include a portfolio schedule in reports to shareholders, provided that this information is filed with the Commission and is provided to shareholders upon request, free of charge. Because the investments of money market funds must be high-quality, are circumscribed by rules under the Investment Company Act, and have short-term maturities, detailed portfolio information has limited utility for money market fund investors. * Tabular or Graphic Presentation of Portfolio Holdings in Shareholder Reports. The proposals would require that fund reports to shareholders include a tabular or graphic presentation of a fund's portfolio holdings by identifiable categories (e.g., industry sector, geographic region, credit quality, or maturity). This presentation is intended to illustrate, in a concise and user-friendly format, the allocation of a fund's investments across asset classes. * Enhanced Mutual Fund Expense Disclosure in Shareholder Reports. The proposals would require open-end management investment companies (mutual funds) to disclose mutual fund expenses borne by shareholders during the reporting period in their shareholder reports. Shareholder reports would be required to include: (i) the cost in dollars associated with an investment of $10,000, based on the mutual fund's actual expenses and return for the period; and (ii) the cost in dollars, associated with an investment of $10,000, based on the mutual fund's actual expenses for the period and an assumed return of 5 percent per year. The first figure is intended to permit investors to estimate the actual costs, in dollars, that they bore over the reporting period. The second figure is intended to provide investors with a basis for comparing the level of current period expenses of different mutual funds. * Management's Discussion of Fund Performance. The proposals would require a mutual fund to include Management's Discussion of Fund Performance (MDFP) in its annual report to shareholders. Currently, a mutual fund is permitted to include MDFP in either its prospectus or its annual report to shareholders. MDFP is more appropriately located in the annual report, together with other "backward looking" information, such as the mutual fund's financial statements. Comments concerning these proposals should be received by the Commission within 30 days of their publication in the Federal Register. *** The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. (Press Rel. 2002-176) ENFORCEMENT PROCEEDINGS NOTICE OF PROPOSED PLAN AND OPPORTUNITY FOR COMMENT BY THIRD PARTIES IN THE MATTER OF HARVEY BURSTEIN AND JAMES LOEFFELBEIN The Commission announced that on Dec. 6 it gave notice that, pursuant to Rule 612 of the Rules of Practice of the Commission, 17 C.F.R. 201.612, the Division of Enforcement has filed its proposed plan for the distribution of disgorged funds (Distribution Plan) In the Matter of Harvey M. Burstein (Burstein) and James D. Loeffelbein (Loeffelbein). The Distribution Plan generally provides that $263,345.24, representing the disgorgement, prejudgment interest, and post-judgment interest paid by Burstein and Loeffelbein, will be paid to customers of BMA Financial Services, Inc. (BMA) who purchased shares of the common stock of Edgerton Musical Amplifiers, Inc. through BMA between Feb. 20, 1997 and May 31, 1997. A copy of the Distribution Plan may be obtained by submitting a written request to Thomas M. Piccone, United States Securities and Exchange Commission, 1801 California Street, Suite 1500, Denver, CO 80202. All persons desiring to comment on the Distribution Plan may submit their views, in writing, no later than Jan. 6, 2003 to the Office of the Secretary, United States Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. For additional information contact Thomas M. Piccone at (303) 844-1000. (Rels. 33-8155; 34-46955; File No. 3-10545) MARK MAY AND CRAIG HERL BARRED FROM ASSOCIATION WITH ANY INVESTMENT ADVISER BASED ON $3 MILLION FRAUD On Dec. 9, the Commission barred Mark May and Craig A. Herl from association with any investment adviser for making fraudulent misrepresentations in connection with the offer and sale of approximately $3.3 million of unregistered promissory notes to their clients. May was president of Maranatha Financial Group, Inc. (Maranatha) and Herl was president of USA Financial Network, Inc., (USA Financial) both defunct investment advisers formerly based in Dayton, Ohio. Without admitting or denying the findings in the Commission's Orders, May and Herl consented to the Orders barring them from association with any investment adviser, with the right to reapply after five years. The Commission based its Orders on injunctions entered against May and Herl in the Federal District Court for the Southern District of Ohio on Nov. 26, 2002, enjoining them from violations of the antifraud provisions of the federal securities laws. The Commission's Complaint alleged that from December 1994 through October 1998, May and Herl used Maranatha and USA Financial to fraudulently offer and sell over $3 million in unsecured promissory notes issued by USA Financial and its affiliated companies to approximately 33 advisory clients. The complaint further alleged that although May and Herl told investors that their money would be used to fund the firm's business, they instead used the investor funds to cover cash flow shortages in affiliated corporations, to pay earlier investors, and for their own personal use. May and Herl, without admitting or denying the allegations in the Commission's complaint, consented to the Court's Orders. (In the Matter of Craig A. Herl - Rels. 34-46969, IA-2089, File No. 3-10966; In the Matter of Mark May - Rels. 34-46970, IA-2090, File No. 3-10967) ADMINISTRATIVE PROCEEDINGS INSTITUTED AND SIMULTANEOUSLY SETTLED AGAINST JOHN VAILATI On Dec. 10, the Commission entered an Order Instituting Public Administrative Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions and a Cease-and- Desist Order against John Vailati (Vailati) requiring Vailati to, among other things, cease and desist from committing or causing any violation or any future violation of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. According to the Order, Vailati engaged in a fraudulent scheme to defraud investors through the offer and sale of unregistered securities. The Commission simultaneously accepted Vailati's Offer of Settlement, consenting to the cease-and-desist order and barring him from association with any broker or dealer. (Rel. 33-8159; 34-46978; File No. 3-10968) SEC OBTAINS $500,000 PENALTY IN FCPA CASE AGAINST SYNCOR INTERNATIONAL, INC. On Dec. 10, the Commission filed two settled enforcement proceedings charging Syncor International Corporation, a radiopharmaceutical company based in Woodland Hills, California, with violating the Foreign Corrupt Practices Act (FCPA). First, the Commission filed a lawsuit in the United States District Court for the District of Columbia charging Syncor with violating the FCPA and seeking a civil penalty. Second, the Commission issued an administrative order finding that Syncor violated the anti-bribery, books-and-records, and internal-controls provisions of the FCPA, ordering Syncor to cease and desist from such violations, and requiring Syncor to retain an independent consultant to review and make recommendations concerning the company's FCPA compliance policies and procedures. Without admitting or denying the Commission's charges, Syncor consented to the entry of a final judgment in the federal lawsuit requiring it to pay a $500,000 civil penalty and consented to the Commission's issuance of its administrative order. In both its federal court complaint and its administrative order, the Commission charged that, from at least the mid-1980s through at least September 2002, Syncor's foreign subsidiaries in Taiwan, Mexico, Belgium, Luxembourg, and France made a total of at least $600,000 in illicit payments to doctors employed by hospitals controlled by foreign authorities. According to the Commission, these illicit payments were made with the purpose and effect of influencing the doctors' decisions so that Syncor could obtain or retain business with them and the hospitals that employed them. The Commission charged, moreover, that the payments were made with the knowledge and approval of senior officers of the relevant Syncor subsidiaries, and in some cases with the knowledge and approval of Syncor's founder and chairman of the board. According to the Commission, by making these payments through its subsidiaries, Syncor violated the anti-bribery provisions of the FCPA (Section 30A of the Securities Exchange Act of 1934). The Commission further charged that, by improperly recording these payments - and similar payments made to foreign persons not affiliated with government- owned facilities - Syncor violated the books-and-records provisions of the FCPA (Section 13(b)(2)(A) of the Securities Exchange Act of 1934). Finally, the Commission charged that, by failing to devise or maintain an effective system of internal controls to prevent or detect these violations of the FCPA, Syncor violated the internal accounting controls provisions of the FCPA (Section 13(b)(2)(B) of the Securities Exchange Act of 1934). In determining to accept Syncor's settlement offer, the Commission considered the full cooperation that Syncor provided to the Commission staff during its investigation. The Commission also considered the fact that Syncor - after being alerted to the relevant conduct by another company that was conducting due diligence relating to a previously announced merger with Syncor - promptly brought this matter to the attention of the Commission's staff and the U.S. Department of Justice. In a related proceeding, the United States Department of Justice filed criminal FCPA charges against Syncor Taiwan, Inc., a subsidiary of Syncor (U.S. v. Syncor Taiwan, Inc. No. 02-CR-1244-ALL, CD Cal.). In that proceeding, Syncor Taiwan has agreed to plead guilty to one count of violating the anti-bribery provisions of the FCPA and to pay a $2 million fine. The Commission acknowledges the assistance of the Department of Justice in its investigation, which is continuing. [SEC v. Syncor International Corporation, Case No. 1:02CV02421 (USDC, D.D.C)] (LR-17887; (In the Matter of Syncor International Corporation - Rel. 34-46979; AAE Rel. 1687; File No. 3-10969) SEC CHARGES TWO SOUTH FLORIDA-BASED HEALTH AND NUTRITION PRODUCT DISTRIBUTORS WITH SECURITIES FRAUD On Dec. 10, the Commission filed a securities fraud action in the United States District Court for the Southern District of Florida against defendants Nutrition Superstores.com, Inc., Advanced Wound Care, Inc., Franchise Direct, Inc., Anthony F. Musso, Jr., Jeffrey Gill, Wayne Santini, and Andrew W. Doney for perpetuating a fraudulent offering of unregistered securities. According to the Commission's complaint, between 1998 and 2001, defendants raised at least $10.5 million from over 770 investors nationwide who purchased stock in Nutrition Superstores and Advanced Wound Care, both purported distributors of health and nutrition products. Securities were sold through a group of unlicensed sales agents affiliated with a boiler-room, Franchise Direct. Using scripts and employing hard pressure sales tactics, the sales agents - given bogus "vice president" titles by the issuer de jour (Nutrition Superstores or Advanced Wound Care) - made egregious misrepresentations and omissions concerning, among other things, the companies' holdings and business operations, projected revenues, their impending "hot" Initial Public Offerings (IPO), use of investor proceeds, and expected profits. In addition, Advanced Wound Care made misrepresentations regarding purported celebrity endorsements. Defendants also did not disclose that Franchise Direct and its sales agents received up to 25% of all investor proceeds as commissions. Based on the foregoing, the Commission asked the court to issue permanent injunctions against Nutrition Superstores, Advanced Wound Care, Franchise Direct, Musso, Gill, Santini, and Doney. The Commission also requested that Nutrition Superstores, Advanced Wound Care, Franchise Direct, Musso, Gill, Santini, and Doney be ordered to disgorge all illicit profits from their fraudulent conduct, with prejudgment interest, and that Franchise Direct, Musso, Gill, Santini, and Doney pay civil money penalties. In addition, the Commission asked the court to issue orders barring Musso, Gill and Santini from serving as an officer or director of any public company. Finally, simultaneous with filing the Commission's complaint, the Commission instituted and simultaneously settled administrative proceeding against John Vailati, the President of Franchise Direct, for his role in the fraudulent scheme. [SEC v. Nutrition Superstores.com, Inc., Advanced Wound Care, Inc., Franchise Direct, Inc., Anthony F. Musso, Jr., Jeffrey Gill, Wayne Santini and Andrew W. Doney, Case No. 02-81116-CIV-MIDDLEBROOKS, S.D. Fla.] (LR- 17888) SEC CHARGES FLORIDA INSURANCE SALESMEN WITH FRAUD The Commission filed a complaint in the United States District Court for the Northern District of Georgia today against Florida insurance salesmen Leonard L. Zanello, Sr., Ihor A."Gary" Humesky, Steven B. Rodd, and Robert F. Broege, Jr. The complaint alleges that between 1999 and 2000, Zanello, Humesky, Rodd, and Broege defrauded investors of several million dollars in connection with selling investments on behalf of LinkTel Communications, Inc., an Atlanta, Georgia company that sold and operated pay telephones. In a prior proceeding, the SEC sued LinkTel and its owner (SEC v. LinkTel Communications, Inc., Case No. 1:00-CV- 3169, N.D. Ga.). The complaint in this matter alleges that Zanello, Humesky, Rodd, and Broege made material misrepresentations and omissions while selling investments in pay telephones. Zanello, Humesky, Rodd, and Broege represented to potential investors that they had investigated LinkTel and that it was a profitable company. The complaint alleges that LinkTel was, in fact, an insolvent Ponzi scheme and that defendants did not reasonably investigate LinkTel's financial status. The defendants also distributed sales materials that misrepresented that their commissions would be 15%. In fact, defendants received commissions ranging between 20% and 22%. Defendants further represented that LinkTel was a safe investment because the investment was fully insured. To the contrary, investors' money was not fully insured because investors stood to receive no more than 15% of their investments if LinkTel collapsed. The SEC's complaint charges Zanello, Humesky, Rodd, and Broege with violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The SEC seeks permanent injunctions against all defendants, as well as an order compelling accountings, disgorgement of ill-gotten gains, along with prejudgment interest and civil penalties. [SEC v. Leonard L. Zanello, Sr., Ihor A."Gary" Humesky, Steven B. Rodd, and Robert F. Broege, Jr., Civil Action Number 1:02-CV- 3308, N.D. Ga.] (LR-17886) FINAL JUDGMENT ENTERED AGAINST WAYNE NOTWELL IN PONZI SCHEME CASE The Commission announced that on Dec. 5, U.S. District Court Judge Dee Benson entered a Final Judgment of Permanent Injunction against defendant Wayne C. Notwell in the case (SEC v. Capital Acquisitions, Inc., et al., No. 2:97-0977B, D. Utah). The judgment prohibits future violations of the registration and antifraud provisions of the federal securities laws. The Commission alleged that Notwell engaged in fraudulent schemes by selling high-yield promissory notes of Laser Leasing, Inc. and Capital Acquisitions, Inc. to investors throughout the United States, without disclosing that the companies did not have income sufficient to repay investors; that investors were instead being repaid from the proceeds of investments made by new investors; and that extremely high commissions were being paid to sales personnel. Notwell consented to entry of the injunction without admitting or denying the allegations of the Commission's complaint. Disgorgement of $68,000 was ordered, with payment waived based on Notwell's demonstrated inability to pay. [SEC v. Capital Acquisitions, Inc., et al., Civil Action No. 2:97-0977B, D. Utah] (LR-17889) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2002-157) regarding ACT risk management. Publication of the notice in the Federal Register is expected during the week of Dec. 9. (Rel. 34-46948) The Chicago Board Options Exchange filed a proposed rule change to amend Interpretation .01(b)(2) and .05(d)(ii) to CBOE Rule 5.3 which establish the pricing criteria for securities that underlie options traded on the Exchange (SR-CBOE-2002-62). Publication of the proposal is expected in the Federal Register during the week of Dec. 9. (Rel. 34-46957) The National Securities Clearing Corporation filed a proposed rule change (SR-NSCC-2002-08) to modify NSCC's rules to establish haircuts for securities pledged by NSCC members as clearing fund collateral. Publication of the proposal is expected in the Federal Register during the week of Dec. 9. (Rel. 34-46958) The International Securities Exchange filed a proposed rule change (SR- ISE-2002-27) relating to the repeal of limitations on orders. Publication of the proposal is expected in the Federal Register during the week of Dec. 9. (Rel. 34-46959) The New York Stock Exchange filed a proposed rule change (SR-NYSE-2002- 62) to relating to continuing annual fees for domestic and non-U.S. issuers, technical original listing fees, and supplemental listing applications fees. (Rel. 34-46960) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-DTC-2002-15) filed by The Depository Trust Company under Section 19(b)(1) of the Exchange Act. The order allows DTC to eliminate the FAST Certificate-on-Demand service. Publication of the proposal is expected in the Federal Register during the week of Dec. 9. (Rel. 34- 46956) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change (SR-BSE-2002-19) filed by the Boston Stock Exchange relating to its solely listed issue credit 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 Dec. 9. (Rel. 34- 46961) 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-3 APARTMENT INVESTMENT & MANAGEMENT CO, COLORADO CENTER TOWER TWO, 2000 S COLORADO BLVD STE 2-1000, DENVER, CO, 80222-4348, 3037578101 - 0 ($7,240,260.77) Equity, (File 333-101735 - Dec. 10) (BR. 08) S-8 FEDERAL TRUST CORP, 1211 ORANGE AVE, WINTER PARK, FL, 32789, 4076451201 - 150,000 ($600,000.00) Equity, (File 333-101736 - Dec. 10) (BR. 07) S-3 HOMEPRIDE MORTGAGE FINANCE CORP, 1,000,000 ($1,000,000.00) Mortgage Backed Securities, (File 333-101737 - Dec. 10) (BR. ) S-8 FEDERAL TRUST CORP, 1211 ORANGE AVE, WINTER PARK, FL, 32789, 4076451201 - 475,000 ($1,900,000.00) Equity, (File 333-101738 - Dec. 10) (BR. 07) S-8 WELLS FARGO & CO/MN, 420 MONTGOMERY ST, SIXTH AND MARQUETTE, SAN FRANCISCO, CA, 94163, 6126671234 - 0 ($45,910,000.00) Equity, (File 333-101739 - Dec. 10) (BR. 07) N-2 EATON VANCE INSURED NEW JERSEY MUNICIPAL BOND FUND, EATON VANCE BLDG, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 40 ($1,000,000.00) Equity, (File 333-101740 - Dec. 10) (BR. 16) N-2 EATON VANCE INSURED CALIFORNIA MUNICIPAL BOND FUND II, EATON VANCE BLDG, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 40 ($1,000,000.00) Equity, (File 333-101741 - Dec. 10) (BR. 16) N-2 EATON VANCE INSURED MICHIGAN MUNICIPAL BOND FUND, EATON VANCE BLDG, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 40 ($1,000,000.00) Equity, (File 333-101742 - Dec. 10) (BR. 16) SB-2 NON INVASIVE MONITORING SYSTEMS INC /FL/, 1840 W AVE, MIAMI BEACH, FL, 33139, 3055343694 - 14,093,329 ($2,818,665.00) Equity, (File 333-101743 - Dec. 10) (BR. 36) S-8 BENCHMARK ELECTRONICS INC, 3000 TECHNOLOGY DRIVE, ANGLETON, TX, 77515, 9798496550 - 0 ($8,482,500.00) Equity, (File 333-101744 - Dec. 10) (BR. 36) S-3 MGI PHARMA INC, 5775 WEST OLD SHAKOPEE RD, SUITE 100, BLOOMINGTON, MN, 55437, 952-346-4700 - 0 ($24,850,000.00) Equity, (File 333-101745 - Dec. 10) (BR. 01) N-2 EATON VANCE INSURED PENNSYLVANIA MUNICIPAL BOND FUND, EATON VANCE BLDG, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 40 ($1,000,000.00) Equity, (File 333-101746 - Dec. 10) (BR. 16) N-2 EATON VANCE INSURED MASSACHUSETTS MUNICIPAL BOND FUND, EATON VANCE BLDG, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 40 ($1,000,000.00) Equity, (File 333-101747 - Dec. 10) (BR. 16) N-2 EATON VANCE INSURED OHIO MUNICIPAL BOND FUND, EATON VANCE BLDG, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 40 ($1,000,000.00) Equity, (File 333-101748 - Dec. 10) (BR. 16) N-2 EATON VANCE INSURED NEW YORK MUNICIPAL BOND FUND II, EATON VANCE BLDG, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 40 ($1,000,000.00) Equity, (File 333-101749 - Dec. 10) (BR. 16) N-2 EATON VANCE INSURED MUNICIPAL BOND FUND II, EATON VANCE BLDG, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 40 ($1,000,000.00) Equity, (File 333-101750 - Dec. 10) (BR. 16) S-8 3M CO, 3M CENTER, BLDG. 220-11W-02, ST PAUL, MN, 55144-1000, 6517332204 - 15,000,000 ($1,883,550,000.00) Equity, (File 333-101751 - Dec. 10) (BR. 06) N-2 EATON VANCE INSURED FLORIDA MUNICIPAL BOND FUND, EATON VANCE BLDG, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 40 ($1,000,000.00) Equity, (File 333-101752 - Dec. 10) (BR. 16) S-8 PHARMACOPEIA INC, CN 5350, PRINCETON, NJ, 08543-5350, 6094523600 - 0 ($9,443,176.60) Equity, (File 333-101753 - Dec. 10) (BR. 01) S-8 SONOMAWEST HOLDINGS INC, 1448 INDUSTRIAL AVE, SEBASTOPOL, CA, 95472-4848, 7078242548 - 75,000 ($449,068.00) Equity, (File 333-101755 - Dec. 10) (BR. 04) S-8 NEUROCRINE BIOSCIENCES INC, 10555 SCIENCE CENTER DRIVE, SAN DIEGO, CA, 92121, 8586587600 - 400,000 ($17,962,881.00) Equity, (File 333-101756 - Dec. 10) (BR. 01) S-8 CHEESECAKE FACTORY INCORPORATED, 26950 AGOURA RD, CALABASAS HILLS, CA, 91301, 8188809323 - 1,598,900 ($54,506,501.00) Equity, (File 333-101757 - Dec. 10) (BR. 05) S-8 GLOBETEL COMMUNICATIONS CORP, 444 BRICKELL AVE SUITE 522, MIAMI, FL, 33131, 3055799922 - 2,500,000 ($100,000.00) Equity, (File 333-101758 - Dec. 10) (BR. 05) S-8 DIGITAL RIVER INC /DE, 9625 W 76TH STREET SUITE 150, EDEN PRAIRIE, MN, 55344, 9522531234 - 0 ($39,060,000.00) Equity, (File 333-101759 - Dec. 10) (BR. 03) S-3 MERRILL LYNCH MORTGAGE INVESTORS INC, 4LD FINANCIAL CENTER FLOOR 10, NEW YORK, NY, 10281-1310, 2124491000 - 0 ($1,000,000.00) Asset-Backed Securities, (File 333-101760 - Dec. 10) (BR. 05) SB-2 AMERICAN BUSING CORP, 3675 PECOS MCLEOD, SUITE 1400, LAS VEGAS, NV, 89121-3881, 11,050,000 ($663,000.00) Equity, (File 333-101762 - Dec. 10) (BR. ) S-3 PALATIN TECHNOLOGIES INC, 103 CARNEGIE CENTER, SUITE 200, SUITE 100, PRINCETON, NJ, 08540, 609-520-1911 - 11,707,375 ($17,561,063.00) Equity, (File 333-101764 - Dec. 10) (BR. 01) F-10 DOMTAR INC /CANADA, 395 DE MAISONNEUVE BLVD W, MONTREAL QUEBEC CANA, A8, H3A 1L6, 5148485400 - 0 ($168,038,472.00) Equity, (File 333-101765 - Dec. 10) (BR. 04) 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 ------------------------------------------------------------------------------------ 21ST CENTURY HOLDING CO FL X 12/04/02 AAMES CAPITAL CORP CA X 12/10/02 ABFC MORTGAGE LOAN ASSET BACKED CERTI DE X X 11/25/02 ABRAXAS PETROLEUM CORP NV X 12/10/02 ABRAXAS PETROLEUM CORP NV X 12/10/02 ACCRED HOME LNDRS INC AC MOR LN TR 20 DE X X 11/25/02 ACE SECURITIES CORP HOME EQUITY LOAN DE X X 11/25/02 ADVANCED BIOTHERAPY INC NV X X 12/10/02 AES CORPORATION DE X 12/10/02 ALICO INC FL X 08/31/03 ALLBRITTON COMMUNICATIONS CO DE X 12/06/02 ALLETE INC MN X 12/09/02 AMERICAN ENTERPRISE CORP FL X X 11/20/02 AMERICAN HEALTHWAYS INC DE X 12/05/02 AMERICAN HEALTHWAYS INC DE X 11/26/02 AMEND AMERIQUEST MORTGAGE SECURITIES INC AS DE X X 11/05/02 AMORITIZING RESIDENTIAL COL TR MOR PA X X 11/25/02 AMORTIZING RESI COLLAT TR MORT PAS TH DE X X 11/25/02 ASSET BACKED FUNDING CORP 2002 WF1 TR DE X X 11/25/02 ASSET BACKED FUNDING CORP ABFC ASST B DE X X 11/25/02 AVNET INC NY X X 12/09/02 BANC ONE FINANCIAL SERVICES HOME EQUI NY X X 11/26/02 BANK UNITED CORP LITIGATION CONTINGEN DE X 12/10/02 BANYAN STRATEGIC REALTY TRUST MA X X 12/09/02 BEAR STEARNS ARM TRUST 2002-7 DE X X 11/25/02 BEAR STEARNS ARM TRUST MORTGAGE PASS NY X X 11/25/02 BEAR STEARNS ARM TRUST MORTGAGE PASS X X 11/25/02 BEAR STEARNS ARM TRUST MORTGAGE PASS DE X X 11/25/02 BEAR STEARNS ARM TRUST MORTGAGE PASS NY X X 11/25/02 BEAR STEARNS ARM TRUST MORTGAGE PASS NY X X 11/25/02 BEAR STEARNS ARM TRUST MORTGAGE PASS NY X X 11/25/02 BEAR STEARNS ASSET BACKED SEC INC IR DE X X 11/25/02 BEAR STEARNS ASSET BACKED SEC IRWIN H DE X X 11/25/02 BEAR STEARNS AST BCK SEC INC MADISON DE X X 11/25/02 BOND SECURITIZATION LLC DE X X 11/26/02 CALYPTE BIOMEDICAL CORP DE X X 12/10/02 CAPITAL ONE MASTER TRUST NY X X 12/10/02 CAPITAL ONE MULTI ASSET EXECUTION TRU DE X X 12/10/02 CARDINAL FINANCIAL CORP VA X X 12/02/02 CARREKER CORP DE X X 12/10/02 CHARTER COMMUNICATIONS INC /MO/ DE X X 12/10/02 COGNIGEN NETWORKS INC CO X 12/06/02 CORNERSTONE REALTY FUND LLC CA X 09/27/02 AMEND CRONOS GROUP N4 X X 12/10/02 DANA CORP VA X 12/09/02 DATASCOPE CORP DE X 11/29/02 DRESS BARN INC CT X X 12/10/02 DRUMMOND FINANCIAL CORP DE X 12/09/02 E TRADE BANK ARM TRUST MORTGAGE PASS DE X X 11/25/02 ECHOSTAR COMMUNICATIONS CORP NV X 12/10/02 ENZON PHARMACEUTICAL INC DE X 12/10/02 ESG RE LTD X 12/09/02 EXXON MOBIL CORP NJ X 12/06/02 FAHNESTOCK VINER HOLDINGS INC X X 12/09/02 FIFTH THIRD BANCORP OH X X X 07/23/02 FINANCIAL ASSET SEC CORP FIRST FRANK DE X X 11/25/02 FINANCIAL ASSETS SEC CORP FIRST FRANK DE X X 11/25/02 FINANCIAL ASSETS SEC CORP FIRST FRANK DE X X 11/25/02 FIRST HORIZON ASSET SECURITIES INC DE X X 11/26/02 FLEETWOOD ENTERPRISES INC/DE/ DE X X 12/09/02 FOUNDATION REALTY FUND LTD FL X 11/27/02 FURNITURE BRANDS INTERNATIONAL INC DE X X 12/10/02 GATX FINANCIAL CORP DE X X 12/10/02 GB&T BANCSHARES INC GA X X 11/30/02 GENEMAX CORP NV X X 12/10/02 GENERAL MOTORS CORP DE X 12/10/02 GERBER SCIENTIFIC INC CT X 12/10/02 GERBER SCIENTIFIC INC CT X 12/10/02 GILEAD SCIENCES INC DE X X 12/03/02 HANCOCK JOHN FINANCIAL SERVICES INC X 12/10/02 HANCOCK JOHN LIFE INSURANCE CO MA X 12/10/02 HARKEN ENERGY CORP DE X X 12/06/02 HERSHEY FOODS CORP DE X 12/10/02 HICKORY TECH CORP MN X 12/04/02 HOLLYWOOD ENTERTAINMENT CORP OR X X 12/03/02 HOLLYWOOD MEDIA CORP FL X X 12/09/02 HOLMES GROUP INC MA X X 12/02/02 HOUSEHOLD AUTO RECEIVABLES CORP NV X X 11/18/02 HOUSEHOLD PRIVATE LABEL CREDIT CARD M DE X X 11/25/02 HUGHES ELECTRONICS CORP DE X 12/10/02 IFX CORP DE X X 12/06/02 IGN ENTERTAINMENT INC DE X X 12/09/02 INCYTE GENOMICS INC DE X 12/02/02 INSIGHT COMMUNICATIONS CO INC DE X 12/10/02 INTERLEUKIN GENETICS INC DE X X 12/10/02 INTERMOUNTAIN RESOURCES INC NV X 12/10/02 AMEND INTERNATIONAL ASSETS HOLDING CORP DE X X 12/06/02 INVERESK RESEARCH GROUP INC DE X X 12/09/02 INVESTMENT AGENTS INC NV X X 12/10/02 ISLE OF CAPRI CASINOS INC DE X 12/10/02 J JILL GROUP INC DE X X 12/05/02 JL HALSEY CORP X X 11/18/02 JP MORGAN CHASE COMMERCIAL MORTGAGE S DE X X 12/09/02 KANSAS CITY SOUTHERN DE X X 12/10/02 KEITH COMPANIES INC CA X 12/06/02 KMART CORP MI X X 12/09/02 KROGER CO OH X X 12/10/02 LACLEDE GROUP INC MO X X 12/09/02 LCA VISION INC DE X X 12/10/02 LENNAR CORP /NEW/ DE X 12/10/02 LEXAR MEDIA INC CA X 12/06/02 LIFEWAY FOODS INC IL X X X 11/21/02 MAGELLAN HEALTH SERVICES INC DE X X 12/04/02 MAI SYSTEMS CORP DE X X 12/09/02 MCDONALDS CORP DE X X 12/05/02 MEADOW VALLEY CORP NV X 12/09/02 MERCK & CO INC NJ X X 12/10/02 MERCK & CO INC NJ X X 12/10/02 MERRILL LYNCH DEP INC PUBLIC STEERS T NY X X 11/01/02 MERRILL LYNCH DEPOSITOR INC DE X X 12/02/02 MERRILL LYNCH DEPOSITOR INC DE X X 11/01/02 MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 11/01/02 MERRILL LYNCH DEPOSITOR INC PREFERRED NY X X 11/01/02 MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 11/01/02 MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 11/01/02 MERRILL LYNCH MORT INV INC MORT PAS T DE X X 11/25/02 MERRILL LYNCH MORT INVEST INC MORT PA NY X X 11/25/02 MERRILL LYNCH MORTGAGE INV INC MOR PS NY X X 11/25/02 METRO-GOLDWYN-MAYER INC DE X X 12/06/02 METRON TECHNOLOGY N V X X 12/09/02 MGM MIRAGE DE X X 12/06/02 MGP INGREDIENTS INC KS X X 12/09/02 MICHIGAN COMMUNITY BANCORP LTD MI X X 12/05/02 MILLS CORP DE X X 12/10/02 MODERNGROOVE ENTERTAINMENT INC NV X X 12/09/02 MONSANTO CO /NEW/ DE X X 12/11/02 MOORE CORPORATION LTD X 12/09/02 MORGAN STANLEY CAPITAL I INC HOME EQ NY X X 11/26/02 MORGAN STANLEY DEAN WITTER CAPITAL IN DE X X 11/25/02 MORGAN STANLEY DEAN WITTER CAPITAL TR DE X X 12/06/02 MORTGAGE ASSET SEC TRANS INC MASTR AS DE X X 11/25/02 MORTGAGE ASSET SEC TRANS INC MORT PAS DE X X 11/25/02 MORTGAGE ASSET SEC TRANSACTIONS INC M DE X X 11/26/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X X 11/25/02 NELNET STUDENT LOAN FUNDING LLC X X 11/19/02 NII HOLDINGS INC DE X X 12/10/02 NMXS COM INC DE X 12/03/02 NORTH VALLEY BANCORP CA X X 12/09/02 NORTHROP GRUMMAN CORP /DE/ DE X X 12/10/02 NUTEK INC NV X 12/31/02 OPENTV CORP X 10/04/02 AMEND PAN ASIA COMMUNICATIONS CORP NV X X 12/04/02 PC CONNECTION INC DE X X 12/12/02 PEDIATRIC SERVICES OF AMERICA INC DE X X 12/05/02 PEPCO HOLDINGS INC DE X X 12/09/02 PERFICIENT INC DE X 12/01/02 PIPELINE TECHNOLOGIES INC CO X X 12/09/02 PNM RESOURCES NM X 12/10/02 PROVECTUS PHARMACEUTICALS INC NV X X 11/26/02 QUICKSILVER RESOURCES INC DE X 12/02/02 RENAISSANCE HOME EQUITY LOAN ASSET-BK DE X X 11/25/02 RENAISSANCE HOME EQUITY LOAN TR ASSET DE X X 11/26/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 12/10/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 12/10/02 RURAL METRO CORP /DE/ DE X 09/27/02 AMEND SAGE LIFE ASSURANCE OF AMERICA INC DE X X 12/03/02 SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 12/01/02 SECURITY BIOMETRICS INC NV X X 11/25/02 SEIBELS BRUCE GROUP INC SC X X 12/10/02 SIMTEK CORP CO X 12/10/02 SITESTAR CORP NV X X 12/04/02 SPACEDEV INC CO X 12/09/02 SPECTRIAN CORP /CA/ CA X X 12/09/02 STRUCTURED ASSET MORT INV INC BEAR ST DE X X 11/25/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 11/25/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 11/25/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 11/25/02 STRUCTURED ASSET SEC CORP PASS THR CE DE X X 11/25/02 SYNQUEST INC X X X X 12/03/02 T REIT INC VA X X 12/03/02 TARGET CORP MN X 12/10/02 TECHNOLOGY GENERAL CORP NJ X 12/31/02 TEXAS REGIONAL BANCSHARES INC TX X X 12/10/02 THERMOELASTIC TECHNOLOGIES INC /CO/ CO X X X X X 08/13/02 TRIANGLE PHARMACEUTICALS INC DE X X 12/09/02 UNIMARK GROUP INC TX X X 12/05/02 UNIROYAL TECHNOLOGY CORP DE X 12/10/02 UNITED RENTALS INC /DE DE X 12/10/02 UNITEDGLOBALCOM INC DE X 12/09/02 UNOCAL CORP DE X 12/03/02 VION PHARMACEUTICALS INC DE X X 12/10/02 VIRGINIA ELECTRIC & POWER CO VA X X 12/05/02 VITALWORKS INC DE X X 12/10/02 AMEND WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 12/01/02 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 12/01/02 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X X 12/01/02 WARNACO GROUP INC /DE/ DE X X 12/10/02 WARWICK COMMUNITY BANCORP INC DE X 12/10/02 WASHINGTON MUTUAL INC WA X 12/11/02 WASHINGTON MUTUAL MSC MORTGAGE PASS T DE X X 12/01/02 WELLS FARGO ALTERNATIVE LOAN 2002-1 T DE X X 11/25/02 WELLS FARGO ASSET SEC CORP MORGAGE AS DE X X 11/25/02 WELLS FARGO ASSET SEC CORP MORT BK SE DE X X 11/26/02 WELLS FARGO ASSET SEC CORP MORT PASS DE X X 11/26/02 WELLS FARGO ASSET SECURITIES CORP MOR DE X X 11/26/02 WELLS FARGO ASSET SECURITIES CORP MOR DE X X 11/25/02 WELLS FARGO ASSET SECURITIES CORP MOR DE X X 11/25/02 WELLS FARGO ASSET SECURITIES CORP SER DE X X 11/26/02 WELLS FARGO MORTGAGE BACKED SECURITIE DE X X 11/25/02 WELLS FARGO MORTGAGE BACKED SECURITIE DE X X 11/25/02 WELLS FARGO MORTGAGE BACKED SECURITIE DE X X 11/25/02 WELLS FARGO MORTGAGE BACKED SECURITIE DE X X 11/25/02 WISCONSIN ENERGY CORP WI X 12/06/02 WJ COMMUNICATIONS INC CA X X 12/09/02 WORLD WIDE VIDEO INC CO X 12/06/02