SEC NEWS DIGEST Issue 2002-87 May 6, 2002 COMMISSION ANNOUNCEMENTS SEC NAMES LAWRENCE HARRIS CHIEF ECONOMIST Chairman Harvey L. Pitt today announced that the Commission has named Professor Lawrence E. Harris as Chief Economist and head of the Commission's Office of Economic Analysis. As chief economist, Dr. Harris will advise the Commission and its staff on critical economic issues, recommend and initiate major policy projects designed to make the Commission's regulations more efficient and effective, and oversee staff analysis of the economic impact of SEC regulatory actions, policies and proposals. Dr. Harris, 45, will join the Commission July 1 on a two-year leave of absence from the University of Southern California, where he holds the Fred V. Keenan Chair in Finance at the Marshall School of Business. He will succeed Acting Chief Economist William J. Atkinson, who is retiring in July after 30 years with the Commission. "As chief economist, Larry will play a critical role in helping the Commission achieve our immediate goal of putting state-of-the- art economic analysis at the heart of every Commission policy and regulatory decision," Pitt said. "Innovations in trading technologies, trading products, financial disclosure and corporate financing depend on the formation of effective public policy borne of a full understanding of economic costs and benefits. I look forward to working with Larry to help us develop and maintain world-class economic capacity to ensure that the Commission's initiatives protect investors and promote markets that function fairly and efficiently." "Larry will certainly benefit from Bill Atkinson's excellent stewardship of our economic analysis operations," Pitt added. "The Commission owes Bill a deep debt of gratitude for the talented leadership and expertise that he provided throughout his distinguished career of public service, and we wish him every future happiness and success." "Larry brings great depth of knowledge and expertise on the wide range of issues facing the Commission," said SEC Commissioner Cynthia A. Glassman, who also holds a Ph.D. in economics. "As important, Larry also understands the practical application of economic theories and the need to provide information that the investing public can understand." "The tremendous prosperity of our economy depends critically on having fair and fully functioning markets," Harris said. "Good markets do not just happen. They depend on the SEC working closely with fellow regulators and the securities industry to ensure that our markets function fairly and efficiently. I look forward to addressing today's regulatory challenges with the assistance of my new colleagues in the Directorate of Economic Analysis. I appreciate the confidence that Chairman Pitt, Commissioners Glassman and Hunt and the senior staff have expressed in me for this position." Harris received his Ph.D. in Economics from the University of Chicago in 1982, where he examined price-volume relations in securities markets. He is an expert in the economics of securities market microstructure and the uses of transactions data in financial research. He has also written extensively about exchange trading rules, volatility and stock index markets. Harris is also the author of "Trading and Exchanges: Market Microstructure for Practitioners," a book scheduled for publication in September. The book will provide a complete overview-in plain English-of how markets work and how people trade in them. The book will also explain liquidity, transaction costs, volatility, informative prices, and trader profits. (Press Rel. 2002-60) RULES AND RELATED MATTERS LIST OF FOREIGN ISSUERS THAT HAVE SUBMITTED INFORMATION UNDER THE EXEMPTION RELATING TO CERTAIN FOREIGN SECURITIES On May 1, the Commission issued a release that lists foreign companies that claim the exemption under Exchange Act Rule 12g3- 2(b). That rule provides an exemption from registration under Section 12(g) of the Securities Exchange Act of 1934 with respect to a foreign private issuer that submits to the Commission, on a current basis, the material required by the Rule. The purpose of this release is to call to the attention of brokers, dealers and investors, that some form of relatively current information concerning the issuers included in this list is available in the Commission's public files. This list appears on the SEC website. For further information, please contact Michael Coco, Division of Corporation Finance, Office of International Corporation Finance, at (202) 942-2990. (Rel. 34-45855; International Series Rel. 1257) ENFORCEMENT PROCEEDINGS ORDER ENTERED AGAINST TRANSFER AGENT AND ITS PRESIDENT On May 3, the Commission entered a consent order revoking the transfer agent registration of Lone Star Transfer, Inc., for violations of the transfer agent registration and reporting provisions of the federal securities laws, found at Sections 17(a)(3), 17A(d)(1) and 17A(c) of the Securities Exchange Act of 1934. The consent order also bars Lone Star's president, Stanley P. Eisenberg, from association with any transfer agent, and orders him to cease and desist from causing any violation and any future violation of Sections 17(a)(3), 17A(d)(1) and 17A(c) of the Exchange Act. Lone Star and Eisenberg are also ordered to pay a civil penalty in the aggregate amount of $10,000. In its order, the Commission found that Eisenberg caused Lone Star to file a Form TA-1 that falsely identified Eisenberg as its control person and failed to identify its true control person, and also caused Lone Star to fail to file its annual report for the year 2000. The Commission earlier brought an injunctive action against Lone Star's true control person, charging him with violations of the securities registration and antifraud provisions of the federal securities laws. (Rel. 34-45870; File No. 3-10776) GEMISYS CORPORATION AND STEPHEN FINN CHARGED WITH REPEATED VIOLATIONS OF TRANSFER AGENT RULES On May 3, the Commission instituted a public administrative and cease-and-desist proceedings against Gemisys Corporation, a registered transfer agent in Englewood, Colorado, and its chief executive officer, Stephen A. Finn, a California resident. The Division of Enforcement (Division) alleges that from April 1992 through October 2001, Gemisys repeatedly violated various rules applicable to transfer agents. The Division also alleges that, among other violations, Gemisys failed to: (i) timely and properly report lost or stolen securities to the Securities Information Center; (ii) maintain proper records relating to letters of appointment, routine items presented for transfer, non- routine items and turnaround time; and (iii) maintain a proper control book for each issuer and keep each issue in balance. The Division also contends that Finn willfully aided and abetted and caused Gemisys' violations of the transfer agent rules. The Commission instituted public administrative and cease-and- desist proceedings against Gemisys and Finn (collectively, Respondents) to determine whether: (i) the allegations against Respondents are true and to afford Respondents an opportunity to establish any defense to such allegations; (ii) any remedial action is appropriate in the public interest against Respondents pursuant to Sections 17A(c)(3) and 17A(c)(4) of the Exchange Act; (iii) civil penalties should be ordered against Respondents pursuant to Section 21B of the Exchange Act; and (iv) pursuant to Section 21C of the Exchange Act, Gemisys and Finn should be ordered to cease and desist from committing or causing violations of and any future violations of Sections 17(a)(3) and 17A(d)(1) of the Exchange Act and Rules 17Ac2-1; 17Ac2-2; 17Ad-6; 17Ad-7; 17Ad- 10; 17Ad-12; 17Ad-13; 17Ad-15; 17Ad-16; 17f-1; and 17f-2 thereunder. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide the Respondents an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate in the public interest. (Rel. 34-45874; File No. 3- 10777) IN THE MATTER OF ERICH KLINE On May 3, the Commission entered an Order Instituting Proceedings, Making Findings and Imposing Remedial Sanctions (Order) against Erich A. Kline (Kline) for violations of the federal securities laws including those relating to insider trading. Kline, while neither admitting nor denying the Order's findings, submitted an Offer of Settlement in which he consented to the entry of the Order which bars him from association with any broker, dealer or investment adviser. The Order finds that Kline was a registered representative for various broker-dealers registered with the Commission from at least 1996 through 2000. The Order further finds that on April 17, 2002 the United States District Court for the District of Minnesota entered an Order of Permanent Injunction against Kline, pursuant to his consent and without Kline admitting or denying the allegations in the Commission's complaint, enjoining Kline from violating Sections 10(b), 16(a) and 16(c) of the Securities Exchange Act of 1934 and Rules 10b-5 and 16a-3 promulgated thereunder. The Commission's complaint alleged that from 1989 through March 2001, Kline, along with others, engaged in a wide- ranging scheme to secretly trade on material non-public information related to a number of Minneapolis corporations. In addition, the Commission's complaint alleged that Kline, along with others, took part in a concerted effort to conceal the trading activity from law enforcement authorities and regulators, including the Commission. The complaint also alleged that Kline, along with others, conspired to illegally engage in the short sale of the stock of companies on which his father, George Kline, served as a board member in violation of federal law. The Order further finds that on April 17, 2002, in a separate criminal matter the United States District Court for the District of Minnesota accepted Kline's plea of guilty and entered a conviction against him for conspiracy to commit securities fraud and mail fraud in violation of 18 U.S.C. 371 and 15 U.S.C. 78j(b) and 78ff(a). Finally, the Order finds that the criminal indictment against Erich Kline in that case was based on conduct similar to that alleged in the Commission's complaint. Pursuant to his Offer of Settlement, the order bars Kline from association with any broker, dealer or investment adviser. (Rel. 34-45878; IA-2033; File No. 3-10778) SEC SUES NEW JERSEY COMPANY, FLORIDA TELEMARKETER FOR BILKING INVESTORS IN INTERNET SCAM On May 3, the Commission sued a New Jersey company, alleging that it defrauding investors out of at least $2 million since October 2001 in an e-mail marketing scam. According to the Commission, U.S. Funding Corporation guaranteed investors annual returns of 20% to 25%. Instead, the complaint alleges that U.S. Funding diverted so much of the investment proceeds to its president, Angelica Gwinnett of Paramus, New Jersey, and to its telemarketers, that it is impossible for investors to recover their principal, much less earn the promised returns. On the Commission's motion, the court issued an order temporarily restraining defendants from violating the antifraud and registration provisions of the federal securities laws, freezing defendants' assets, and granting other emergency relief. In a complaint filed in the United States District Court for the District of New Jersey, the Commission alleges that U.S. Funding and Gwinnett hired telemarketers to solicit investors in its accounts receivable factoring business - the practice of buying a company's receivables at a discount. Persons responding to the spam e-mail received documents in which U.S. Funding claimed to have been in business since 1998, as well as financial statements showing substantial assets and revenue. The Commission alleges that the representations were entirely false; in fact, U.S. Funding did not even begin operations until December 2001, several months after it had begun to spam investors. According to the complaint, U.S. Funding promised to pay investors 20% in annual returns, or 25% annually for a two-year investment, plus the full return of their principal at the end of the term. Although U.S. Funding used some of the proceeds to purchase accounts receivable, the Commission alleges that, unbeknownst to investors, 35% of investor funds were going to U.S. Funding's telemarketers. In addition, Gwinnett misappropriated over $300,000 for personal use. Among other things, Gwinnett withdrew $75,000 of investor funds for a weekend in Las Vegas. As a result of these and other undisclosed expenditures, investors cannot possibly earn the promised returns. The Commission's complaint charges U.S. Funding and Gwinnett with violating the antifraud and registration 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 10-5 thereunder. The Commission also charged the company's telemarketing firm, Florida-based Capital Concepts Marketing and its president, Charles Fremer of Coral Springs, Florida, with violating the registration provisions and acting as unregistered securities brokers in violation of Section 15(a) of the Securities Exchange Act. In addition to emergency relief, the Complaint seeks permanent injunctions prohibiting future violations of the securities laws, disgorgement, and civil penalties. [U.S. Funding Corporation, U.S. Funding Company, Capital Concept Marketing, Inc., Angelica Gwinnett and Charles Fremer, USDC, District of New Jersey, Civil Action No. 02-2089, KSH] (LR-17503) INVESTMENT COMPANY ACT RELEASES THE MEXICO FUND, INC. AND IMPULSORA DEL FONDO M‚XICO, S.A. DE C.V. A notice has been issued giving interested persons until May 24 to request a hearing on an application filed by The Mexico Fund, Inc. and Impulsora del Fondo M‚xico, S.A. de C.V. requesting an order under Section 17(b) of the Investment Company Act for an exemption from Section 17(a) of the Act to permit an in-kind repurchase of shares of the Fund held by affiliated persons of the Fund. (Rel. IC-25564 -May 1) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change submitted by the Municipal Securities Rulemaking Board (SR-MSRB-2002-04) relating to MSRB Rule G-14, on reports of sales or purchases. The approval order is expected in the Federal Register during the week of May 6. (Rel. 34-45861) The Commission approved proposed rule changes (SR-DTC-2000-21, SR- OCC-2001 -01, SR-NSCC-2001-13, SR-EMCC-2001-02, SR-GSCC-2001-12, and SR-MBSCC-2001-03) filed by The Depository Trust Company, The Options Clearing Corporation, National Securities Clearing Corporation, Emerging Markets Clearing Corporation, Government Securities Clearing Corporation, and MBS Clearing Corporation (collectively, clearing agencies), respectively, under Section 19(b)(1) of the Exchange Act. The order allows the clearing agencies to enter into a multilateral cross-guaranty agreement. Publication of the proposal is expected in the Federal Register during the week of May 6. (Rel. 34-45868) The Commission approved a proposed rule change and Amendment No. 1 thereto submitted by the New York Stock Exchange amending Exchange Rule 351 concerning the reporting of criminal offenses by members and member organizations to the Exchange (SR-NYSE-2002-06). (Rel. 34-45869) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-Phlx-2002-22) submitted by the Philadelphia Stock Exchange to extend a pilot program to disengage its automatic execution system (AUTO-X) for a period of thirty seconds after the number of contracts automatically executed in a given option meets the AUTO-X minimum guarantee for that option. Publication of the proposal is expected in the Federal Register during the week of May 6. (Rel. 34-45862) PROPOSED RULE CHANGES The American Stock Exchange filed a proposed rule change (SR-Amex- 2002-33) and Amendment No. 1 thereto relating to proprietary order routing facilities for Amex Listed Options. Publication of the proposal is expected in the Federal Register during the week of May 6. (Rel. 34-45864) The Depository Trust Company filed a proposed rule change (SR-DTC- 2001-19) to allow DTC to establish the Automated Corporation Action Program relating to the exercise of warrant, conversion and put option privileges. Publication of the proposal is expected in the Federal Register during the week of May 6. (Rel. 34-45867) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the Pacific Exchange relating to the reduction of a surcharge fee for the automatic execution of broker-dealer orders (SR-PCX-2002-21) 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 May 6. (Rel. 34-45872) WITHDRAWAL GRANTED An order has been issued granting the application of FBR Asset Investment Corporation to withdraw its Common Stock, par value $.01 per share, from listing and registration on the American Exchange, effective at the opening of business on May 6, 2002. (Rel. 34-45871) DELISTINGS GRANTED An order has been issued granting the application of the American Stock Exchange to strike from listing and registration the 10% Convertible Bonds (due 2005), of Stockwalk Group, Inc., effective at the opening of business on May 6, 2002. (Rel. 34-45875) An order has been issued granting the application of the American Stock Exchange to strike from listing and registration the Common Stock, $1.00 par value, of Newcor, Inc., effective at the opening of business on May 6, 2002. (Rel. 34-45876) An order has been issued granting the application of the American Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of Easyriders, Inc., effective at the opening of business on May 6, 2002. (Rel. 34-45877) 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 INTER TEL INC, 1615 S. 52ND STREET, ., TEMPE, AZ, 85281, 480-449-8900 - 500,000 ($9,610,000.00) Equity, (File 333-87474 - May. 3) (BR. 37) S-8 FIRST ALBANY COMPANIES INC, 30 S PEARL ST, ALBANY, NY, 12207, 5184478673 - 0 ($6,750,000.00) Other, (File 333-87476 - May. 3) (BR. 07) S-8 RAVEN MOON INTERNATIONAL INC, 120 INTERNATIONAL PARKWAY, SUITE 220, HEATHROW, FL, 32746, 10,000,000 ($200,000.00) Other, (File 333-87478 - May. 3) (BR. 05) S-8 MEGAPRO TOOLS INC, 5-5492 PRODUCTION BLVD, V3S BP5, SURREY BC CANADA, 950,000 ($2,346,500.00) Equity, (File 333-87480 - May. 3) (BR. 09) S-3 REGIS CORP, 7201 METRO BLVD, MINNEAPOLIS, MN, 55439, 6129477000 - 0 ($23,740,000.00) Equity, (File 333-87482 - May. 3) (BR. 08) SB-2 CRESCENT FINANCIAL CORP, P O BOX 5809, CARY, NC, 275125809, 9194607770 - 0 ($6,927,500.00) Equity, (File 333-87484 - May. 3) (BR. 07) S-3 TRIKON TECHNOLOGIES INC, RINGLAND WAY, 222 W ORANGE GROVE AVE, NEWPORT GWENT, X0, NP18 2TA, 011-44-1-633-414-000 - 1,093,348 ($14,683,664.00) Equity, (File 333-87486 - May. 3) (BR. 36) S-8 PATTERSON DENTAL CO, 1031 MENDOTA HEIGHTS RD, ST PAUL, MN, 55120-1401, 6126861600 - 0 ($32,801,257.00) Equity, (File 333-87488 - May. 3) (BR. 01) S-8 J2 GLOBAL COMMUNICATIONS INC, 6922 HOLLYWOOD BLVD, SUITE 900, LOS ANGELES, CA, 90028, 3238609200 - 500,000 ($5,275,000.00) Equity, (File 333-87504 - May. 3) (BR. 37) S-3 UNION ELECTRIC CO, 1901 CHOUTEAU AVENUE, MC 1370, ST LOUIS, MO, 63166, 3146213222 - 0 ($590,500,000.00) Other, (File 333-87506 - May. 3) (BR. 02) S-8 WEBSTER FINANCIAL CORP, WEBSTER PLAZA, 145 BANK ST, WATERBURY, CT, 06720, 2037532921 - 1,500,000 ($53,475,000.00) Equity, (File 333-87508 - May. 3) (BR. 07) S-4 MARSH & MCLENNAN COMPANIES INC, 1166 AVENUE OF THE AMERICAS, NEW YORK, NY, 02109, 8002251581 - 750,000,000 ($750,000,000.00) Non-Convertible Debt, (File 333-87510 - May. 3) (BR. 01) S-3 COMMERCE BANCORP INC /NJ/, COMMERCE ATRIUM, 1701 RTE 70 E, CHERRY HILL, NJ, 08034-5400, 8567519000 - 4,000,000 ($200,000,000.00) Other, (File 333-87512 - May. 3) (BR. 07) SB-2 1ST STEP INC, 14759 OXNARD STREET, VAN NUYS, CA, 91411, 4,000,000 ($200,000.00) Equity, (File 333-87514 - May. 3) (BR. ) S-8 CONCORD COMMUNICATIONS INC, 600 NICKERSON RD, MARLBORO, MA, 01752, 5084604646 - 0 ($3,717,000.00) Equity, (File 333-87516 - May. 3) (BR. 03) S-3 CARDIOGENESIS CORP /CA, 1049 KIEL COURT, SUNNYVALE, CA, 94089, 4085482100 - 0 ($495,000.00) Equity, (File 333-87518 - May. 3) (BR. 36) S-8 THERMOELASTIC TECHNOLOGIES INC /CO/, 5446 CANVASBACK ROAD, BLAINE, WA, 98230, 3603715061 - 0 ($1,920,000.00) Equity, (File 333-87520 - May. 3) (BR. 09) S-8 IVP TECHNOLOGY CORP, 54 VILLAGE CENTRE, MISSISSAUGA PLACE, TORONTO ONTARIO M5E, A6, 0000, 9053069343 - 5,000,000 ($800,000.00) Equity, (File 333-87522 - May. 3) (BR. 03) S-8 AMANDA CO INC, 1601 ALTON PARKWAY, IRVINE, CA, 92606, 9492613131 - 16,000,000 ($360,000.00) Equity, (File 333-87524 - May. 3) (BR. 03) S-8 PEPSICO INC, 700 ANDERSON HILL RD, PURCHASE, NY, 10577, 9142532000 - 150,000 ($7,834,500.00) Equity, (File 333-87526 - May. 3) (BR. 02) S-3 VERSO TECHNOLOGIES INC, 400 GALLERIA PARKWAY, SUITE 300, ATLANTA, GA, 30326, 7706123500 - 0 ($1,708,859.00) Equity, (File 333-87528 - May. 3) (BR. 03) S-8 DIXIE GROUP INC, P O BOX 12542, CALHOUN, GA, 307037010, 7066257980 - 436,500 ($2,933,280.00) Equity, (File 333-87534 - May. 3) (BR. 02) S-1 PURCHASEPRO COM INC, 3291 N BUFFALO DR #2, LAS VEGAS, NV, 89129, 7023167000 - 10,615,382 ($5,307,691.00) Equity, (File 333-87536 - May. 3) (BR. 08) S-3 GLIMCHER REALTY TRUST, 20 SOUTH THIRD STREET, COLUMBUS, OH, 43215, 6146219000 - 260,583 ($4,948,471.14) Equity, (File 333-87538 - May. 3) (BR. 08) S-4 HAWAIIAN HOLDINGS INC, 3375 KOAPAKA STREET, SUITE G-350, HONOLULU, HI, 96819, 0 ($60,570,469.00) Equity, (File 333-87540 - May. 3) (BR. ) SB-2 BIOSANTE PHARMACEUTICALS INC, 175 OLDE HALF DAY ROAD, SUITE 123, LINCOLNSHIRE, IL, 60069, 8477932458 - 0 ($10,000,000.00) Equity, (File 333-87542 - May. 3) (BR. 01) S-3 CADIZ INC, 100 WILSHIRE BLVD., SUITE 1600, SANTA MONICA, CA, 90401, 3108994700 - 1,500,000 ($15,285,000.00) Equity, (File 333-87544 - May. 3) (BR. 04) S-3 ROBBINS & MYERS INC, 1400 KETTERING TWR, DAYTON, OH, 45423, 9372222610 - 0 ($65,619,000.00) Equity, (File 333-87546 - May. 3) (BR. 36) S-8 TRIZEC PROPERTIES INC, 1114 AVENUE OF THE AMERICAS 31ST FLOOR, NEW YORK, NY, 10036, 2123829300 - 19,000,000 ($297,350,000.00) Equity, (File 333-87548 - May. 3) (BR. 08) N-2 BLACKROCK MUNICIPAL BOND TRUST, 345 PARK AVE, NEW YORK, NY, 10154, 2127545300 - 40 ($1,000,000.00) Equity, (File 333-87550 - May. 3) (BR. 22) N-2 BLACKROCK CALIFORNIA MUNICIPAL BOND TRUST, 345 PARK AVENUE, NEW YORK, NY, 10154, 2127545300 - 40 ($1,000,000.00) Equity, (File 333-87552 - May. 3) (BR. 16) S-4 MANPOWER INC /WI/, 5301 N IRONWOOD RD, MILWAUKEE, WI, 53217, 4149611000 - 1,500,000 ($60,345,000.00) Equity, (File 333-87554 - May. 3) (BR. 08) S-3 COLLAGENEX PHARMACEUTICALS INC, 41 UNIVERSITY DRIVE, NEWTON, PA, 18940, 2155797388 - 103,196 ($979,330.04) Equity, (File 333-87556 - May. 3) (BR. 01) S-4 ASA INTERNATIONAL LTD, 10 SPEEN ST, OFFICE PARK, FRAMINGHAM, MA, 01701, 5086262727 - 1,370,679 ($1,370,679.00) Equity, (File 333-87558 - May. 3) (BR. 03) S-3 AMERICAN LAND LEASE INC, 3410 SOUTH GALENA ST SUITE 210, DENVER, CO, 80231, 3036149400 - 1,000,000 ($14,030,000.00) Equity, (File 333-87560 - May. 3) (BR. 08) S-3 DEERE JOHN RECEIVABLES INC, FIRST INTERSTATE BANK BUILDING, I EAST FIRST STREET, SUITE 600, RENO, NV, 89501, (702) 786-5527 - 0 ($1,000,000.00) Asset-Backed Securities, (File 333-87562 - May. 3) (BR. 05) S-3 HIBBETT SPORTING GOODS INC, 451 INDUSTRIAL LANE, BIRMINGHAM, AL, 35211, 2059424292 - 1,960,081 ($48,904,021.00) Equity, (File 333-87566 - May. 3) (BR. 02) S-3 CHESAPEAKE FUNDING LLC, 900 OLD COUNTRY ROAD, GARDEN CITY, NY, 11530, 5162224732 - 0 ($650,000,000.00) Asset-Backed Securities, (File 333-87568 - May. 3) (BR. 05) S-3 HILTON HOTELS CORP, 9336 CIVIC CTR DR, BEVERLY HILLS, CA, 90210, 3102784321 - 0 ($83,512,000.00) Equity, (File 333-87570 - May. 3) (BR. 08) SB-2 MDU COMMUNICATIONS INTERNATIONAL INC, 60 COMMERCE WAY, UNIT D, TOTOWA, NJ, 07512, 9732379499 - 0 ($3,247,812.00) Equity, (File 333-87572 - May. 3) (BR. 37) S-3 AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/, 111 PRESIDENTIAL BLVD, STE 215, BALA CYNWYD, PA, 19004, 6106682440 - 400,000 ($5,920,000.00) Equity, (File 333-87574 - May. 3) (BR. 07) S-1 RIVERWOOD HOLDING INC, 3350 CUMBERLAND CIRCLE STE 1400, ATLANTA, GA, 30339, 4046443000 - 0 ($350,000,000.00) Equity, (File 333-87576 - May. 3) (BR. 04) S-3 ASSOCIATED BANC-CORP, 1200 HANSEN ROAD, GREEN BAY, WI, 54304, 9204917015 - 0 ($300,000,000.00) Other, (File 333-87578 - May. 3) (BR. 07) S-1 ENDEAVOR PHARMACEUTICALS INC, 127 RACINE DR, STE 202, WILMINGTON, NC, 28403, 9107909811 - 0 ($75,000,000.00) Equity, (File 333-87580 - May. 3) (BR. ) S-8 HAWKINS INC, 3100 E HENNEPIN AVE, MINNEAPOLIS, MN, 55413, 6123316910 - 0 ($9,900,000.00) Equity, (File 333-87582 - May. 3) (BR. 02) S-3 TICKETMASTER, 3701 WILSHIRE BLVD, STE 200, LOS ANGELES, CA, 90010, 6264050050 - 0 ($17,647,908.00) Equity, (File 333-87584 - May. 3) (BR. 05) S-3 CHITTENDEN CORP /VT/, TWO BURLINGTON SQ P O BOX 820, C/O STOCKHOLDER RELATIONS, BURLINGTON, VT, 05401, 8026584000 - 350,000,000 ($350,000,000.00) Other, (File 333-87586 - May. 3) (BR. 07) S-3 HCA INC/TN, ONE PARK PLZ, NASHVILLE, TN, 37203, 6153449551 - 0 ($1,500,000,000.00) Unallocated (Universal) Shelf, (File 333-87588 - May. 3) (BR. 01) S-1 MTC TECHNOLOGIES INC, 0 ($97,800,000.00) Equity, (File 333-87590 - May. 3) (BR. ) S-3 PLATO LEARNING INC, 10801 NESBITT AVENUE SOUTH, BLOOMINGTON, MN, 55437, 8477817800 - 0 ($565,300.00) Equity, (File 333-87594 - May. 3) (BR. 05) S-3 COORSTEK INC, 16000 TABLE MOUNTAIN PARKWAY, GOLDEN, CO, 80403, 3032717000 - 2,875,000 ($110,903,125.00) Equity, (File 333-87596 - May. 3) (BR. 36) S-8 AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/, 111 PRESIDENTIAL BLVD, STE 215, BALA CYNWYD, PA, 19004, 6106682440 - 900,000 ($11,369,950.00) Equity, (File 333-87598 - May. 3) (BR. 07) 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 ------------------------------------------------------------------------------------ 24/7 MEDIA INC DE X X 05/03/02 AAIPHARMA INC DE X X 04/24/02 AAMES FINANCIAL CORP/DE DE X 05/03/02 ACTIVEWORLDS COM INC X X 04/08/02 ADVANCED ENERGY INDUSTRIES INC DE X X 04/17/02 AMEND ADVANCED TECHNICAL PRODUCTS INC DE X X 05/02/02 ADVANCED VIRAL RESEARCH CORP DE X X 05/02/02 ALLEGHENY ENERGY INC MD X X 03/31/02 ALLEGHENY TECHNOLOGIES INC DE X 05/03/02 ALLERGY RESEARCH GROUP INC FL X X 05/03/02 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE X X 05/02/02 ALLIANCE CAPITAL MANAGEMENT L P DE X X 05/02/02 AMBASSADOR FOOD SERVICES CORP DE X X 07/13/01 AMDL INC DE X 04/22/02 AMEDISYS INC DE X 04/30/02 AMERICAN TISSUE INC DE X X 05/02/02 AMERIGAS PARTNERS LP DE X 05/03/02 APARTMENT INVESTMENT & MANAGEMENT CO MD X X 05/02/02 AMEND APPIANT TECHNOLOGIES INC DE X 04/19/02 ASDAR GROUP INC NV X X 03/30/02 ASDAR GROUP INC NV X X 03/30/02 ASSET BACKED FUNDING CORP DE X X 05/02/02 AZURIX CORP DE X X 04/01/02 AMEND BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 05/02/02 BERNARD ALLAN & EDWARDS INC FL X 05/02/02 BEYOND COM CORP DE X X 04/19/02 BIOGAN INTERNATIONAL INC DE X 05/03/02 BITSTREAM INC DE X X 04/30/02 BOOKS A MILLION INC DE X 05/03/02 CABOT INDUSTRIAL PROPERTIES LP DE X X 04/29/02 CALPINE CORP DE X X 05/02/02 CARRAMERICA REALTY CORP MD X X 05/03/02 CENDANT CORP DE X X 05/03/02 CENTURYTEL INC LA X 04/30/02 CHASE FUNDING INC NY X X 04/19/02 CHINA RESOURCES DEVELOPMENT INC NV X X 04/30/02 CITIBANK SOUTH DAKOTA N A DE X 05/03/02 COACHMEN INDUSTRIES INC IN X X 05/02/02 COCA COLA BOTTLING CO CONSOLIDATED /D DE X 04/30/02 COLDWATER CREEK INC DE X X 05/02/02 COMCAST CORP PA X X 05/01/02 COVANSYS CORP MI X X 04/25/02 CRESCENT FINANCIAL CORP NC X 05/03/02 CROWN CASTLE INTERNATIONAL CORP DE X X 05/01/02 CURAGEN CORP DE X X 05/02/02 CURATIVE HEALTH SERVICES INC MN X 02/28/02 AMEND CUTTER & BUCK INC WA X X 04/29/02 CWMBS INC DE X X 03/28/02 CWMBS INC DE X X 03/28/02 CYBERNET INTERNET SERVICES INTERNATIO DE X 04/29/02 CYSIVE INC DE X X 05/02/02 DIGITAL BRIDGE INC NV X 05/03/02 DOV PHARMACEUTICAL INC DE X 04/30/02 EDAC TECHNOLOGIES CORP WI X 04/26/02 ENDOVASC LTD INC NV X X 04/26/02 ENGELHARD CORP DE X X 05/02/02 EQUITY INNS INC TN X X 05/02/02 EXCEL PUBLISHING INC NV X X 05/02/02 EXCEL PUBLISHING INC NV X X X 05/02/02 AMEND EXCELLIGENCE LEARNING CORP DE X X 05/03/02 EXDS INC DE X X 04/24/02 EXPEDIA INC WA X X 04/23/02 FBR ASSET INVESTMENT CORP/VA VA X X 05/03/02 FIRST KEYSTONE CORP PA X 04/30/02 GEHL CO WI X X 05/03/02 GENEREX BIOTECHNOLOGY CORP DE X 01/16/02 GLOBAL POWER EQUIPMENT GROUP INC/ DE X X X 04/29/02 GLYKO BIOMEDICAL LTD X X 04/26/02 GOODRICH CORP NY X X 04/24/02 GS MORTGAGE SECURITIES CORP DE X 04/25/02 GST NETWORK FUNDING INC DE X 04/18/02 GST TELECOMMUNICATIONS INC DE X 04/18/02 GST USA INC DE X 04/18/02 HANCOCK JOHN FINANCIAL SERVICES INC X 05/02/02 HARRAHS ENTERTAINMENT INC DE X X 05/02/02 HARRAHS ENTERTAINMENT INC DE X X 05/03/02 HAWAIIAN AIRLINES INC/HI HI X X 05/02/02 HERCULES INC DE X X 04/29/02 HIGH YIELD INCOME FUND INC MD X 05/03/02 IMAGING TECHNOLOGIES CORP/CA DE X X 05/02/02 IMMUNEX CORP /DE/ WA X X 05/03/02 IMPCO TECHNOLOGIES INC DE X X 05/03/02 INTEGRAMED AMERICA INC DE X X 05/03/02 INTER PARFUMS INC DE X 05/01/01 INTERNATIONAL TOTAL SERVICES INC OH X X 05/02/02 INTERPUBLIC GROUP OF COMPANIES INC DE X X 05/02/02 INTERPUBLIC GROUP OF COMPANIES INC DE X 05/02/02 IRT PROPERTY CO GA X X 05/02/02 IRVINE SENSORS CORP/DE/ DE X 05/03/02 ITC DELTACOM INC DE X 05/02/02 IVILLAGE INC DE X X 04/18/02 J NET ENTERPRISES INC NV X 05/01/02 KFX INC DE X 07/31/01 AMEND KNIGHT TRANSPORTATION INC AZ X X 05/03/02 LASON INC DE X X 04/26/02 LASON INC DE X X 02/21/02 AMEND LEAP TECHNOLOGY INC / DE DE X X 04/29/02 MADISON RIVER CAPITAL LLC DE X X 05/01/02 MARRIOTT INTERNATIONAL INC /MD/ DE X X 05/03/02 MARSHALL & ILSLEY CORP/WI/ WI X X 05/03/02 MARTEK BIOSCIENCES CORP DE X X 04/25/02 MEDAREX INC NJ X X 05/03/02 MENTOR GRAPHICS CORP OR X X 04/29/02 MERISTAR HOTELS & RESORTS INC DE X X 05/01/02 MERRILL LYNCH & CO INC DE X X 05/03/02 MERRILL LYNCH & CO INC DE X X 05/03/02 MERRILL LYNCH & CO INC DE X X 05/03/02 MERRILL LYNCH & CO INC DE X X 05/03/02 METROCORP BANCSHARES INC X X 04/24/02 MURPHY OIL CORP /DE DE X X 05/02/02 NAVISTAR FINANCIAL RETAIL RECEIVABLES DE X 03/31/02 NAVISTAR FINANCIAL RETAIL RECEIVABLES DE X X 05/02/02 NAVISTAR FINANCIAL SECURITIES CORP DE X 03/31/02 NEVADA HOLDING GROUP INC /NV/ NV X X 04/03/02 NICOR INC IL X 05/03/02 NORTHEAST INDIANA BANCORP INC DE X X 05/03/02 NORTHERN ILLINOIS GAS CO /IL/ /NEW/ IL X 05/03/02 OCCIDENTAL PETROLEUM CORP /DE/ DE X 05/03/02 OLYMPIC STEEL INC OH X X 05/03/02 ON ASSIGNMENT INC DE X X 04/19/02 ONYX ACCEPTANCE CORP DE X X 05/03/02 OPTELECOM INC DE X X 04/26/02 PACIFICARE HEALTH SYSTEMS INC /DE/ DE X 05/03/02 PACIFICHEALTH LABORATORIES INC DE X 04/30/02 PANAMED CORP CA X X 03/01/02 AMEND PAVILION BANCORP INC X X 05/03/02 PENTON MEDIA INC DE X X 05/01/02 PERFORMANCE FOOD GROUP CO TN X X 05/03/02 PINNACLE ENTERTAINMENT INC DE X X 04/26/02 PLANAR SYSTEMS INC OR X X 04/22/02 PROGRESS ENERGY INC NC X X 05/03/02 PROVIDENTIAL HOLDINGS INC NV X 04/15/02 PURE COUNTRY NV X 02/01/01 RADISYS CORP OR X X 05/03/02 RAQUEL INC NV X X X X 01/23/02 REALITY WIRELESS NETWORKS INC NV X X 04/17/02 RENEGADE VENTURE NEV CORP CO X X 05/01/02 RES CARE INC /KY/ KY X X 05/02/02 RIVERWOOD HOLDING INC DE X X 05/03/02 ROBOTIC VISION SYSTEMS INC DE X X 05/02/02 SAFE TECHNOLOGIES INTERNATIONAL INC DE X X 05/03/02 SAUER DANFOSS INC DE X 05/01/02 SBE INC DE X 04/30/02 SCIENTIFIC ATLANTA INC GA X X 04/19/02 AMEND SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 05/03/02 SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 05/03/02 SEVEN SEAS PETROLEUM INC B0 X X 05/02/02 SI DIAMOND TECHNOLOGY INC TX X X 04/15/02 SIERRA PACIFIC RESOURCES /NV/ NV X X 05/02/02 SILVERLEAF RESORTS INC X X 05/03/02 SLM FUNDING CORP DE X X 04/25/02 SOFTWARE SPECTRUM INC TX X X 05/03/02 SONIC AUTOMOTIVE INC DE X 05/01/02 SPARTA SURGICAL CORP DE X 05/03/02 SPARTECH CORP DE X 05/03/02 STILWELL FINANCIAL INC DE X X 05/03/02 STOCKWALK GROUP INC /MN/ MN X 05/02/02 STRAYER EDUCATION INC MD X X 05/03/02 SUN MICROSYSTEMS INC DE X X 04/25/02 SUSQUEHANNA BANCSHARES INC PA X X 04/30/02 SWISS ARMY BRANDS INC DE X 06/30/02 THORATEC CORP CA X X 05/02/02 TRANSFINANCIAL HOLDINGS INC DE X 04/19/02 TRIPLE-S MANAGEMENT CORP X X 04/28/02 TRUSERV CORP DE X X 05/02/02 TRUSTMARK CORP MS X 05/01/02 TURBODYNE TECHNOLOGIES INC DE X X 05/02/02 UNIVERSAL CORP /VA/ VA X X 05/03/02 VICAL INC DE X 04/30/02 WACHOVIA COMMERCIAL MORTGAGE SECURITI NC X X 05/01/02 WACHOVIA COMMERCIAL MORTGAGE SECURITI NC X X 05/02/02 WACKENHUT CORP FL X X 05/03/02 WASATCH PHARMACEUTICAL INC UT X 05/03/02 WATSON PHARMACEUTICALS INC NV X X 05/03/02 WEBQUEST INTERNATIONAL INC NV X X 02/06/02 AMEND WEBQUEST INTERNATIONAL INC NV X X 02/06/02 AMEND WELLPOINT HEALTH NETWORKS INC /DE/ DE X X 05/02/02 WESTPAC SECURITISATION MANAGEMENT PTY X 04/19/02 WILLIAMS COMPANIES INC DE X X 04/30/02 WILLIAMS ENERGY PARTNERS L P DE X X 04/11/02 WILSONS THE LEATHER EXPERTS INC MN X X 04/26/02 WINTRUST FINANCIAL CORP IL X X 05/03/02 ZENASCENT INC DE X X 05/02/02