SEC NEWS DIGEST Issue 2002-109 June 6, 2002 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS Open meetings will be held on Wednesday, June 12, 2002, at 10:00 a.m. and Thursday, June 13, 2002, at 10:00 a.m., in Room 1C30, the William O. Douglas Room, and a closed meeting will be held on Thursday, June 13, 2002, immediately following the open meeting. OPEN MEETING - WEDNESDAY, JUNE 12, 2002 - 10:00 A.M. The subject matter of the open meeting scheduled for Wednesday, June 12, 2002, will be: 1. The Commission will consider whether to issue an order approving the application by E.ON AG (E.ON), a German corporation that is a utility holding company exempt by rule 5 under the Public Utility Holding Company Act of 1935 (Act), to acquire Powergen plc, a British corporation that is a registered holding company. Powergen is subject to the Act because of its ownership of Louisville Gas & Electric and Kentucky Utilities, two utility subsidiaries that operate primarily in Kentucky. The acquisition involves novel issues under the Act, including permitting a registered holding company with foreign utility operations to retain ownership of a foreign water utility, permitting E.ON to invest additional money in businesses that the Act requires them to divest in order to increase the price at which those businesses will likely be sold, requiring a registered holding company to divest nonconforming companies within five years rather than the typical two or three years, and permitting E.ON to invest in equity securities of third parties in an amount designed to allow it to meet future pension liabilities and nuclear decommissioning costs without making those investments through a separate entity. The Commission will also consider whether to issue an order approving a related application by E.ON to engage in financing transactions to be entered into subsequent to the acquisition of Powergen. E.ON and its subsidiaries, upon approval of the acquisition of Powergen, propose to issue equity and debt securities in an aggregate amount of up to $75 billion. E.ON and its subsidiaries also propose to engage in financing activities including interest rate and currency risk management devices, profit and loss transfer agreements, money pools, and various additional transactions. E.ON and its subsidiaries propose to use the proceeds of these financing transactions to support existing businesses, to make further acquisitions of Exempt Wholesale Generators, Foreign Utility Companies, and Energy Related Companies, as well as possible future acquisitions of public utility companies regulated under the Act. 2. The Commission will consider whether to adopt final amendments to Exchange Act Rules 15c3-3, 17a-3, 17a-4, 17a-5, 17a-7, 17a-11, and 17a-13. These amendments are designed to avoid duplicative or conflicting regulations applicable to firms that are fully- registered with the Commodity Futures Trading Commission (CFTC) as a futures commission merchant and fully-registered with the SEC as a broker-dealer relating to the treatment of customer funds, securities or property, maintenance of books and records, financial reporting or other financial responsibility rules involving security futures products (SFPs), as directed by the Commodity Futures Modernization Act of 2000. The amendments are also designed to avoid certain conflicting or duplicative recordkeeping, reporting, telegraphic notice, and quarterly count requirements involving SFPs for firms that are "notice" registered with the Commission under Exchange Act Section 15(b)(11)(A). These amendments were developed in consultation with the CFTC. 3. The Commission will consider whether to issue, jointly with the CFTC, an order to permit the listing of security futures based on shares of exchange-traded funds, trust issued receipts, or shares of a closed-end management investment company. 4. The Commission will consider whether to issue an order granting exemptive relief pursuant to Sections 15(a)(2) and 36(a)(1) of the Exchange Act in response to an application from Evangelical Christian Credit Union for an exemption to permit it to offer to sweep account balances into no-load money market funds on the same terms and conditions that would be applicable to banks when the Gramm-Leach-Bliley Act amendments to the definition of "broker" become effective. In light of an informal request for similar relief on behalf of other credit unions, the Commission also will consider whether to make such relief applicable to all credit unions with deposits insured by the National Credit Union Share Insurance Fund. In addition, the Commission will consider whether to request public comment on the issues such an exemption would raise for review in connection with consideration of amendments to the May 11, 2001 interim final rules implementing the functional regulation exceptions from broker-dealer registration of the Gramm- Leach-Bliley Act. 5. The Commission will consider whether to propose amendments to Form 8-K under the Securities Exchange Act of 1934 to add several new disclosure items to Form 8-K, amend many of the existing Form 8-K disclosure items, shorten the Form 8-K filing deadline to two business days, and reorganize the disclosure items into logical categories. These proposed amendments are part of the series of initiatives to change the corporate disclosure rules that the Commission announced its intention to consider in Press Release 2002-22 on February 13, 2002. 6. The Commission will consider whether to issue proposed rules that would require a company's principal executive officer and principal financial officer to certify the company's quarterly and annual reports. In addition, the proposed rules would require companies to regularly review and evaluate their procedures that enable them to fulfill their periodic reporting obligations. OPEN MEETING - THURSDAY, JUNE 13, 2002 - 10:00 A.M. The subject matter of the open meeting scheduled for Thursday, June 13, 2002, will be: 1. ?The Commission will hear oral argument on an appeal by George J. Kolar from the decision of an administrative law judge. The law judge found that Kolar failed to exercise reasonable supervision over a salesman in Dean Witter's Troy, Michigan branch office, who violated registration and antifraud provisions of the securities laws. The law judge ordered that Kolar be suspended for six months from acting in a supervisory capacity with any registered broker or dealer, and fined him $20,000. CLOSED MEETING - THURSDAY, JUNE 13, 2002 - FOLLOWING OPEN MEETING The subject matter of the closed meeting scheduled for Thursday , June 13, 2002, will be: Regulatory matter regarding a financial institution; Formal orders of investigation; Institution and settlement of injunctive actions; Report of investigation; Institution and settlement of administrative proceedings of an enforcement nature; and a Post argument discussion. 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 TO HOST ANNUAL GOVERNMENT-BUSINESS FORUM The Commission will host the Twenty-First Annual Government-Business Forum on Small Business Capital Formation on Thursday, Sept. 26, and Friday, Sept. 27, 2002, in Arlington, Va., at the Key Bridge Marriott, right across the Potomac River from Washington, D.C. The forum is an opportunity for small business owners and their representatives to articulate their views and needs to senior government officials. It is the only federal-sponsored conference designed for this purpose. Forum participants discuss ways to eliminate unnecessary governmental impediments to raising capital and seeking credit. The forum produces a final report of its activities, including recommendations for government action. The forum's Final Report for each of the last ten years can be found on the SEC website at: http://www.sec.gov/info/smallbus/sbforum.shtml. Congress and governmental agencies may use the Final Report as a blueprint to craft the relief sought by the forum. Over the years, many forum recommendations have resulted in legislative and regulatory reform in the areas of taxation, securities regulation, financial services regulation and state assistance programs. Due to the popularity of last year's format, the executive committee of the forum has decided to again concentrate this year's forum in the areas of taxation and securities regulation. Last year the recommendations from the previous five forums were reviewed and guidance sought from the governmental officials charged with the areas covered in the recommendations. Forum participants who were tax specialists met with Congressional staffers in this regard. Forum participants who were securities specialists met with SEC senior staffers. These discussions resulted in a better mutual understanding between the forum participants and the respective governmental officials and, therefore, more targeted forum recommendations. Having the forum in the Washington, D.C. area for the second year in a row will allow many senior staff from the SEC Divisions of Corporation Finance, Investment Management and Market Regulation to participate again in the forum, share their views about last year's recommendations and discuss what other new initiatives the staff is considering that may have a significant effect on small businesses. In light of recent developments relating to accounting practices occurring since last year, the executive committee has also decided to consider the implications to small business arising in this area as well. For further information, contact Anthony Barone or Twanna Young in the Office of Small Business Policy in the Division of Corporation Finance at (202) 942-2950, or send an e-mail to e-prospectus@sec.gov. (Press Rel. 2002-84) ADDITIONAL PUBLIC APPEARANCES OF SENIOR COMMISSION OFFICIALS - JUNE 2002 The following are additions to the listing of public appearances by senior SEC officials for June 2002. For additional information on events hosted by groups other than the Commission, please call the contact number listed. As events are subject to change, please confirm them with the SEC's Office of Public Affairs or the sponsoring organizations. When: Thursday, June 13 Who: Chairman Harvey Pitt What: NY Financial Writer Dinner Where: New York, New York Contact: Myron Kandel, (212) 714-7868 When: Wednesday, June 26 Who: Chairman Harvey Pitt What: NY Economic Club Dinner Where: New York, New York Contact: Barbara Franklin, (202) 337-9100 ENFORCEMENT PROCEEDINGS SEC FILES SETTLED ACTION FOR INSIDER TRADING IN FLORAFAX INTERNATIONAL, INC. STOCK The Commission announced that on June 5 it filed and simultaneously settled an insider trading action against Josephine Anne Pagano of Grosse Ile, Michigan. In its complaint, filed in the United States District Court for the Eastern District of Michigan, the SEC alleges that from December 1, 1998 through December 9, 1998, Pagano used material non-public information regarding merger negotiations between Florafax International, Inc. (Florafax) and Gerald Stevens, Inc. to purchase shares of Florida-based Florafax. The SEC further alleges that Pagano misappropriated the non-public information from a relative who worked at Florafax. According to the complaint, Pagano's illicit trading earned her profits of $20,040. Without admitting or denying the allegations in the SEC's complaint, except as to jurisdiction, Pagano consented to pay disgorgement of $20,040, plus prejudgment interest in the amount of $4,568.56 and a civil money penalty of $20,040. Pagano also consented to the entry of a final judgment of permanent injunction enjoining her from future violations of Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5, thereunder. [SEC v. Josephine Anne Pagano, Case No. 02-72282 (E.D. Mich.)] (LR-17543) COMMISSION OBTAINS A PERMANENT INJUNCTION AND OTHER RELIEF FROM THOMAS JOHNSON AND MICHAEL DICKMAN On May 24 and 30, 2002, a federal court judge in San Diego entered Final Judgments against Thomas T. Johnson and Michael C. Dickman, respectively, concluding the Commission's action alleging insider trading in the securities of Tech Data Corporation. Both defendants settled the action without admitting or denying the allegations in the Commission's complaint. As part of the Final Judgments, the Court issued a permanent injunction prohibiting Johnson and Dickman from violating the antifraud provisions of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Court also ordered Johnson and Dickman to pay jointly and severally disgorgement in the amount of their ill-gotten gains, which totaled $105,693.44, plus prejudgment interest. The Court, however, waived the payment of disgorgement and prejudgment interest, and did not impose a civil penalty, based upon defendants' representations in their respective Sworn Financial Statement and other documents submitted to the Commission. The Commission's complaint, filed on January 30, 2002, alleges that, as a sales manager for Tech Data, Johnson learned material, non-public information regarding a $6 billion contract that Tech Data entered into with GE Capital. Tech Data and GE Capital publicly announced their contract prior to the opening of trading on May 20, 1999. The complaint alleges that before the public announcement of this contract, Johnson tipped Dickman, his then housemate, with this information. The complaint also alleges that Dickman and Johnson entered into a profit sharing agreement which resulted in Dickman purchasing 20,000 shares of Tech Data common stock one day before the public announcement of the Tech Data - GE Capital contract. The complaint further alleges that a day after the announcement of the Tech Data - GE Capital contract, Dickman sold all 20,000 shares of Tech Data stock and realized an illegal profit of $105,693.44. According to the complaint, Dickman shared the profits from his illegal trades with Johnson. [SEC v. Thomas Johnson, et al., Civil Action No. 02 CV 00184 L (RBB) (S.D.Cal.)] (LR-17544) COMMISSION FILES COMPLAINT AGAINST BRUCE LE DUC FOR AIDING AND ABETTING REPORTING AND SHORT SALE VIOLATIONS COMMITTED BY GEORGE KLINE The Commission announced today that it filed and simultaneously settled an injunctive action against Bruce D. Le Duc for aiding and abetting certain securities violations committed by George Kline. On April 17, 2002 George Kline was criminally sentenced to 6 « years in prison for insider trading, reporting and short sale violations. George Kline was ordered to pay approximately $5.25 million. He also consented in an injunctive action filed by the Commission to the entry of an injunction and to a bar from serving as an officer or director. Kline's sons, Erich and Christian, were also sentenced to 2 years in prison and 4 years of probation, respectively, for similar violations. Erich Kline was ordered to pay $450,000, and Christian Kline was ordered to pay $475,000. On May 30, 2002, Le Duc was criminally convicted and sentenced to 4 years of probation for his conduct and was ordered to pay a fine of $80,000. The complaint alleges that Le Duc effected securities transactions on behalf of George Kline knowing that Kline sat on the boards of some of the companies he was trading. The complaint further alleges that Le Duc assisted Kline in illegal short sales of stock in a company, knowing that Kline was a member of the board of directors for that company. The complaint also alleges that Le Duc engaged in various securities transactions in his own brokerage accounts at the same time that George Kline directed him to effect securities transactions in the account of a company that Le Duc and Kline jointly owned. The complaint further alleges that Le Duc knew at the time that these transactions involved the stock of companies on which Kline served as a member of the Board of Directors and had access to material, non-public information. Le Duc consented, without admitting or denying the allegations in the complaint, to the entry of a permanent injunction enjoining him from violating Sections 16(a) and 16(c) of the Securities and Exchange Act of 1934, and Rule 16a-3 thereunder. Le Duc also consented to the entry of an Order barring him from association with any broker or dealer or investment adviser with a right to reapply in three (3) years. The complaint notes that the Commission did not seek disgorgement and penalties against Le Duc because the plea agreement reached between Le Duc and the U.S. Attorney's Office provided for the payment of $80,000. The Commission wishes to thank the Office of the United States Attorney for the District of Minnesota for its assistance and cooperation in this matter. [SEC v. Bruce D. Le Duc, U.S. District Court for the District of Minnesota 02-CV-1185 (Erickson, J.)] (LR-17545) JUDGMENT ENTERED AGAINST MADERA INTERNATIONAL, INC. The Commission today announced that on June 4 the United States District Court for the District of Columbia entered a Final Judgment of Permanent Injunction By Default against Madera International, Inc. The judgment enjoins Madera from violating the antifraud, reporting, books and records, and internal controls provisions of the Securities Exchange Act of 1934 (Sections 10(b), 13(a) and 13(b)(2)(A) and (B), and Rules 10b-5, 12b-20, 13a-1, and 13a-13). The court found that Madera, by its default, was deemed to have admitted the allegations in the Commission's complaint. The Commission's complaint alleged that Madera, a timber distributor, had engaged in fraudulent accounting and reporting practices since its inception in February 1994. Specifically, the complaint alleged that Madera recorded as assets various purported timber producing properties for which it lacked clear title, assigned and recorded arbitrary values for those timber producing properties, recorded revenues from phony sales transactions, failed to disclose significant related party transactions, and caused false sales invoices, shipping documents, cash receipts records and audit confirmations to be furnished to its independent auditors. Madera also issued false press releases concerning, among other things, the company's operations and profit forecasts. [SEC v. Madera International, Inc., Ramiro M. Fernandez-Moris, and Daniel S. Lezak, Civil Action No. 01 1985 (JR) (D.D.C.)] (LR-17546; AAE Rel. 1570) INVESTMENT COMPANY ACT RELEASES THE WILLAMETTE FUNDS AND WILLAMETTE ASSET MANAGERS, INC. An order has been issued on an application filed by The Willamette Funds and Willamette Asset Managers, Inc. exempting applicants from Section 15(a) of the Investment Company Act and Rule 18f-2 under the Act. The order permits applicants to enter into and materially amend subadvisory agreements without shareholder approval. (Rel. IC-25603 - June 4) HOLDING COMPANY ACT RELEASES NISOURCE INC., ET AL. A supplemental order has been issued authorizing a proposal by NiSource Inc. (NiSource), a registered holding company, its ten utility subsidiaries, and certain of its nonutility subsidiaries. The supplemental order authorizes Bay State Gas Company and Northern Utilities, Inc., utility subsidiaries of NiSource, to participate in a new system money pool. (Rel. 35-27535) AMEREN CORPORATION, ET AL. An order has been issued authorizing a proposal by Ameren Corporation (Ameren), a registered holding company, and its direct and indirect wholly owned nonutility subsidiaries, Union Electric Development Corporation (UEDC) and CIPSCO Investment Company (CIC). Ameren, through UEDC and CIC, or one or more other nonutility intermediate subsidiaries requests authority to invest up to an aggregate amount of $125 million through December 31, 2005 in existing or new low income housing projects, historic building or other qualified rehabilitated building projects that qualify for tax credits. (Rel. 35-27536) FIRSTENERGY CORP., ET AL. An order has been issued authorizing: (1) FirstEnergy Corp., a registered holding company, to acquire indirectly, and Jersey Central Power & Light Company (JCP&L), one of its public-utility company subsidiaries, to acquire directly a special purpose entity (SPE); (2) the SPE to issue and sell up to an aggregate amount of $320 million in transition bonds through December 31, 2002 (Authorization Period); (3) JCP&L to enter into hedging transactions through the Authorization Period; (4) the SPE, through the Authorization Period, to enter into interest rate swaps or other derivative products with respect to anticipatory debt issuances; and (5) JCP&L to enter into a service agreement with the SPE that may not comply with the at-cost requirements of Section 13(b) of the Act and Rules 90 and 91 under the Act. (Rel. 35- 27537) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the National Association of Securities Dealers clarifying replacement Hearing Officers' authority to participate in Hearing Panel decisions (SR-NASD-2002-70) 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 June 10. (Rel. 34-46025) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-Amex-2002-12) and Amendment No. 1 thereto submitted under Rule 19b-4 by the American Stock Exchange to retroactively apply amended options trading fees proposed under SR-Amex-2002-11. (Rel. 34-46026) PROPOSED RULE CHANGE The Depository Trust Company filed a proposed rule change (SR-DTC-2002- 06) under Section 19(b)(1) of the Exchange Act. The proposed rule change will allow DTC to require settling banks to use the Federal Reserve Banks' Net Settlement Service to settle end-of-the-day net-net debit balances. Publication of the proposal is expected in the Federal Register during the week of June 10. (Rel. 34-46028) WITHDRAWAL SOUGHT A notice has been issued giving interested persons until June 25 to comment on the application for withdrawal from listing and registration (Armstrong Holdings, Inc., Common Stock, $1.00 par value) on the Pacific Exchange. (Rel. 34-46027) DELISTING GRANTED An order has been issued granting the application of the Pacific Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting certain underlying securities, effective June 6, 2002. (Rel. 34-46037) 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 TRANSWITCH CORP /DE, THREE ENTERPRISE DRIVE, SHELTON, CT, 06484, 2039298810 - 750,000 ($832,500.00) Equity, (File 333-89798 - Jun. 5) (BR. 36) S-3 HOUSEHOLD MORTGAGE FUNDING CORP III, 2700 SANDERS RD, PROSPECT HEIGHTS, IL, 60070, 0 ($1,000,000.00) Asset-Backed Securities, (File 333-89800 - Jun. 5) (BR. ) S-4 CONSECO INC, 11825 N PENNSYLVANIA ST, CARMEL, IN, 46032, 3178176100 - 0 ($1,292,637,000.00) Non-Convertible Debt, (File 333-89802 - Jun. 5) (BR. 01) S-3 AFTERMARKET TECHNOLOGY CORP, ONE OAK HILL CENTER, SUITE 400, WESTMONT, IL, 60559, 6304556000 - 0 ($102,195,000.00) Equity, (File 333-89806 - Jun. 5) (BR. 05) S-8 AMERICAS SENIOR FINANCIAL SERVICES INC, 10800 BISCAYNE BLVD. #500, MIAMI, FL, 33161, 3057513232 - 500,000 ($65,000.00) Equity, (File 333-89814 - Jun. 5) (BR. 07) S-8 BWAY CORP, 8607 ROBERTS DR, STE 250, ATLANTA, GA, 30350, 4045870888 - 0 ($15,620,000.00) Equity, (File 333-89816 - Jun. 5) (BR. 06) S-3 SOLUTIA INC, 575 MARYVILLE CENTRE DRIVE, P O BOX 66760, ST. LOUIS, MO, 63166-6760, 3146741000 - 800,000,000 ($1.00) Unallocated (Universal) Shelf, (File 333-89818 - Jun. 5) (BR. 02) S-8 NITTANY FINANCIAL CORP, 116 EAST COLLEGE AVE, STATE COLLEGE, PA, 16801, 8144666336 - 214,805 ($1,975,855.00) Equity, (File 333-89820 - Jun. 5) (BR. 07) S-8 SCRIPPS E W CO /DE, 312 WALNUT STREET, CININNATI, OH, 45202, 5139773000 - 0 ($449,640,000.00) Equity, (File 333-89824 - Jun. 5) (BR. 05) S-8 NEW YORK COMMUNITY BANCORP INC, 615 MERRICK AVE, WESTBURY, NY, 11590, 7183596400 - 5,000,000 ($40,450,000.00) Equity, (File 333-89826 - Jun. 5) (BR. 07) S-3 INTEREP NATIONAL RADIO SALES INC, 100 PARK AVENUE, NEW YORK, NY, 10017, 2129160700 - 2,067,298 ($9,199,476.00) Equity, (File 333-89828 - Jun. 5) (BR. 37) SB-2 DDI INTERNATIONAL INC, 5232 MALASPINA PL., N. VANCOUVER, A1, V7R 4MI, 6049854397 - 5,500,000 ($550,000.00) Equity, (File 333-89830 - Jun. 5) (BR. ) S-8 CIPHERGEN BIOSYSTEMS INC, 490 SAN ANTONIO RD, STE 201, PALO ALTO, CA, 94306, 6504963770 - 0 ($6,169,500.00) Equity, (File 333-89834 - Jun. 5) (BR. 01) S-3 AMERICAN SCIENCE & ENGINEERING INC, 829 MIDDLESEX TURNPIKE, 40 ERIE STREET, BILLERICA, MA, 01821, 9782629700 - 0 ($26,305,972.00) Equity, (File 333-89836 - Jun. 5) (BR. 36) S-8 EAGLE BANCORP INC, 7815 WOODMONT AVENUE, BETHESDA, MD, 20814, 3019861800 - 145,900 ($2,185,269.90) Equity, (File 333-89838 - Jun. 5) (BR. 07) S-3 INTRABIOTICS PHARMACEUTICALS INC /DE, 1255 TERRA BELLA AVENUE, MOUNTAIN VIEW, CA, 94043, 6505266800 - 0 ($1,348,975.00) Equity, (File 333-89840 - Jun. 5) (BR. 01) S-8 DATAMEG CORP, 1653 HAIGHT AVENUE, BRONX, NY, 10461-1503, 2126825844 - 2,500,000 ($175,000.00) Equity, (File 333-89842 - Jun. 5) (BR. 05) S-1 CITADEL BROADCASTING CORP, 7201 W LAKE MEAD BLVD, SUITE 400, LAS VEGAS, NV, 89128, 7028048204 - 0 ($575,000,000.00) Equity, (File 333-89844 - Jun. 5) (BR. ) S-8 PENN AMERICA GROUP INC, 420 S YORK RD, HATBORO, PA, 19040, 2154433600 - 1,050,000 ($10,059,000.00) Equity, (File 333-89846 - Jun. 5) (BR. 01) S-2 BESTNET COMMUNICATIONS CORP, 5210 E WILLIAMS CIRCLE, STE 200, TUCSON, AR, 85711, 5207509093 - 2,707,960 ($2,139,289.00) Equity, (File 333-89848 - Jun. 5) (BR. 37) S-3 ONYX PHARMACEUTICALS INC, 3031 RESEARCH DR, BLDG A, RICHMOND, CA, 94806, 5102229700 - 0 ($25,752,947.00) Equity, (File 333-89850 - Jun. 5) (BR. 01) S-4 HAMMONS JOHN Q HOTELS LP, 300 JOHN Q HAMMONS PARKWAY, STE 900, SPRINGFIELD, MO, 65806, 4178644300 - 0 ($510,000,000.00) Non-Convertible Debt, (File 333-89856 - Jun. 5) (BR. 08) S-3 POOLED AUTO SECURITIES SHELF LLC, ONE FIRST UNION CTR, TW-9, CHARLOTTE, NC, 28288, 0 ($1,000,000.00) Asset-Backed Securities, (File 333-89858 - Jun. 5) (BR. 05) S-8 HAMMONS JOHN Q HOTELS INC, 300 JOHN Q HAMMONS PKWY STE 900, SPRINGFIELD, MO, 65806, 4178644300 - 2,416,800 ($15,830,040.00) Equity, (File 333-89860 - Jun. 5) (BR. 08) S-4 JARDEN CORP, 555 THEODORE FREMD AVE, RYE, NY, 10580, 914 967 9400 - 0 ($150,000,000.00) Debt Convertible into Equity, (File 333-89862 - Jun. 5) (BR. 06) S-8 CONSECO INC, 11825 N PENNSYLVANIA ST, CARMEL, IN, 46032, 3178176100 - 11,200,000 ($29,904,000.00) Equity, (File 333-89864 - Jun. 5) (BR. 01) S-3 AVAYA INC, 211 MOUNT AIRY RD, BASKING RIDGE, NJ, 07920, 9089536000 - 0 ($210,827,247.00) Equity, (File 333-89866 - Jun. 5) (BR. 37) S-3 CENTRAL EUROPEAN DISTRIBUTION CORP, PALM TOWER BUILDING, 1343 MAIN STREET SUITE 301, SARASOTA, FL, 34236, 9413301558 - 0 ($12,444,000.00) Equity, (File 333-89868 - Jun. 5) (BR. 02) S-8 LONG ISLAND FINANCIAL CORP, ONE SUFFOLK SQUARE, ISLANDIA, NY, 11749, 6313480888 - 105,000 ($2,257,500.00) Equity, (File 333-89870 - Jun. 5) (BR. 07) S-8 KOSS CORP, 4129 N PORT WASHINGTON AVE, MILWAUKEE, WI, 53212, 4149645000 - 0 ($11,161,457.00) Equity, (File 333-89872 - Jun. 5) (BR. 02) S-3 PENN TREATY AMERICAN CORP, 3440 LEHIGH ST, ALLENTOWN, PA, 18103, 6109652222 - 540,000 ($2,351,700.00) Equity, (File 333-89882 - Jun. 5) (BR. 01) S-8 SCPIE HOLDINGS INC, 1888 CENTURY PARK EAST, SUITE 800, LOS ANGELES, CA, 90067-1712, 3105515900 - 450,000 ($3,600,000.00) Equity, (File 333-89884 - Jun. 5) (BR. 01) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. 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 ------------------------------------------------------------------------------------ A NOVO BROADBAND INC OH X 05/29/02 AAMES CAPITAL CORP CA X 05/28/02 AAMES CAPITAL CORP CA X 05/28/02 AAMES CAPITAL CORP CA X 05/28/02 ACT MANUFACTURING INC MA X X 05/25/02 ACTIVE IQ TECHNOLOGIES INC CO X X 05/20/02 ACTIVISION INC /NY DE X X 06/03/02 ADVANCED BIOTHERAPY INC NV X X 06/05/02 AMEDISYS INC DE X X 06/04/02 AMR CORP DE X 06/05/02 APW LTD X 05/01/02 AMEND AT TRACK COMMUNICATIONS INC DE X 05/21/02 AT&T CORP NY X 06/05/02 ATA HOLDINGS CORP IN X X 06/06/02 AVAYA INC DE X 05/31/02 BA MORTGAGE SECURITIES INC MORT PS TH DE X 05/25/02 BA MORTGAGE SECURITIES INC PASS THR C DE X 05/25/02 BAMS MORTGAGE PASS THROUGH CERTIFICAT NC X 05/25/02 BAMS MORTGAGE PASS THROUGH CERTIFICAT NC X 05/25/02 BAMS MORTGAGE PASS THROUGH CERTIFICAT NC X 05/25/02 BAMS MORTGAGE PASS THROUGH CERTIFICAT NC X 05/25/02 BAMS MORTGAGE PASS THROUGH CERTIFICAT NC X 05/25/02 BAMS MORTGAGE PASS THROUGH CERTIFICAT NC X 05/25/02 BAMS MORTGAGE PASS THROUGH CERTIFICAT NC X 05/25/02 BANK OF AMERICA 1999-10 NC X 05/25/02 BANK OF AMERICA 1999-11 NC X 05/25/02 BANK OF AMERICA 1999-11 NC X 05/25/02 BANK OF AMERICA 1999-3 NC X 05/25/02 BANK OF AMERICA 1999-4 DE X 05/25/02 BANK OF AMERICA 1999-5 NC X 05/25/02 BANK OF AMERICA MOR SEC INC MOR PASS DE X 05/25/02 BANK OF AMERICA MOR SEC INC MOR PASS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS NC X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS NC X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS NC X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS NC X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS NC X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X 05/25/02 BANK OF AMERICA MORT SEC INC MORT PAS NC X 05/25/02 BANK OF AMERICA MORT SECS MORT PASS T DE X 05/25/02 BANK OF AMERICA MORTGAGE SEC INC MOR DE X 05/25/02 BANK OF AMERICA MORTGAGE SEC INC MOR DE X 05/25/02 BANK OF AMERICA MORTGAGE SEC INC MORT DE X 05/25/02 BANK OF AMERICA MORTGAGE SEC MORT PAS NC X 05/25/02 BANK OF AMERICA MORTGAGE SECURITIES I DE X 05/25/02 BANK OF AMERICA MORTGAGE SECURITIES I DE X 05/25/02 BANK OF AMERICA MORTGAGE SECURITIES I DE X 05/25/02 BANK OF AMERICA MORTGAGE SECURITIES I DE X 05/25/02 BANK OF AMERICA MORTGAGE SECURITIES I DE X 05/25/02 BANK OF AMERICA MORTGAGE SECURITIES I DE X 05/25/02 BANYAN STRATEGIC REALTY TRUST MA X X 06/04/02 BIO PLEXUS INC CT X X X 05/24/02 BRIAZZ INC WA X X 06/05/02 CARBO CERAMICS INC DE X X 05/31/02 CASCADE CORP OR X 06/03/02 CHESAPEAKE ENERGY CORP OK X 06/05/02 CHL MORTGAGE PASS THROUGH TRUST SERIE DE X 05/25/02 CHL MORTGAGE PSS THROUGH TRUST 2002-1 DE X 05/25/02 CLEARONE COMMUNICATIONS INC UT X X 03/31/02 COEUR D ALENE MINES CORP ID X X 05/31/02 COLLAGENEX PHARMACEUTICALS INC DE X 05/29/02 COLUMBIA LABORATORIES INC DE X X 06/04/02 COMMONWEALTH BANCORP INC PA X X 06/04/02 COMMONWEALTH BIOTECHNOLOGIES INC VA X X 04/23/02 AMEND CONCORDE CAREER COLLEGES INC DE X X 06/05/02 CONSECO FINANCE SECURITIZATIONS CORP DE X 06/04/02 COUNTRYWIDE HOME LOANS MORT PASS THR DE X 05/25/02 CPI CORP DE X X 06/04/02 CPI CORP DE X 06/04/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 06/05/02 CUMMINS INC IN X 06/04/02 CUMMINS INC IN X 06/05/02 AMEND CWABS INC ASSET BACKED CERTIFICATES S DE X 05/25/02 CWABS INC ASSET BACKED CERTIFICATES S DE X 05/25/02 CWABS INC ASSET BACKED CERTIFICATESS DE X 05/25/02 CWMBS CHL MORT PASS THRU CERTIFICATES DE X 05/25/02 CWMBS INC DE X X 05/28/02 CWMBS INC CHL MORTGAGE PASS THROUGH T DE X 05/25/02 CWMBS INC CHL MORTGAGE PASS THROUGH T DE X 05/25/02 CWMBS INC CHL MORTGAGE PASS THROUGH T DE X 05/25/02 CWMBS INC MORT PASS THROUGH CERT SERI DE X 05/25/02 CWMBS INC MORTGAGE PASS THROUGH CERTI DE X 05/25/02 CWMBS INC MORTGAGE PASS THROUGH CERTI DE X 05/25/02 DAC TECHNOLOGIES GROUP INTERNATIONAL FL X X 05/30/02 DANIELSON HOLDING CORP DE X X 05/29/02 DIAL CORP /NEW/ DE X X 06/04/02 DIGITAL TRANSMISSION SYSTEMS INC \DE\ DE X X 06/03/02 DIRECTRIX INC DE X 05/31/02 DOLLAR GENERAL CORP TN X 06/04/02 DUPONT PHOTOMASKS INC DE X X 05/15/02 AMEND DYNACQ INTERNATIONAL INC NV X X 05/31/02 ECHOSTAR COMMUNICATIONS CORP NV X 06/05/02 EL PASO ENERGY PARTNERS LP DE X 10/13/01 ENRON CORP/OR/ OR X X 05/30/02 EQCC RECEIVABLES CORP DE X 05/25/02 EQCC RECEIVABLES CORP DE X 05/25/02 EQCC TRUST 2002-1 NY X 05/25/02 ESCO TECHNOLOGIES INC MO X X 06/05/02 EXABYTE CORP /DE/ DE X X 06/03/02 EXPLORATION CO OF DELAWARE INC DE X 05/30/02 EXPRESSJET HOLDINGS INC DE X X 06/05/02 FAO INC CA X X 06/04/02 FEDERAL REALTY INVESTMENT TRUST MD X X 06/03/02 FIRST HORIZON MORTGAGE PASS THROUGH T TX X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T NY X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T TX X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T TX X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T TX X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T TX X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T NY X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T TX X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T DE X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T NY X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T DE X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T DE X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T NY X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T DE X 05/25/02 FIRST HORIZON MORTGAGE PASS THROUGH T X 05/25/02 FIRST HORIZON MORTGAGE PASS-THROUGH T DE X 05/25/02 FIRST MIDWEST BANCORP INC DE X X 06/05/02 FLORSHEIM GROUP INC DE X X X 05/21/02 FOAMEX L P DE X 06/05/02 FRANKLIN RECEIVABLES LLC DE X X 06/03/02 FREEREALTIME COM INC DE X X 04/30/02 FULTON FINANCIAL CORP PA X X 06/05/02 GASCO ENERGY INC NV X X 06/05/02 GENAISSANCE PHARMACEUTICALS INC DE X X 06/04/02 GLOBALSTAR LP DE X X 05/23/02 GSV INC DE X X 05/29/02 HEMET BANCORP CA X X 06/05/02 HERITAGE PROPERTY INVESTMENT TRUST IN MD X X X 06/05/02 HUAYANG INTERNATIONAL HOLDINGS INC NV X X 06/03/02 IDACORP INC ID X 05/22/02 INDYMAC MBS INC X 05/28/02 INDYMAC MBS INC RES AS SEC TR 2002-A3 X 05/28/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 05/28/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 05/28/02 INSYNQ INC UT X 06/03/02 INTERCEPT GROUP INC GA X X 05/24/02 ITLA CAPITAL CORP CA X X 05/29/02 J C PENNEY CO INC DE X X 05/31/02 KAISER GROUP HOLDINGS INC DE X 06/05/02 KDSM INC X X 06/03/02 KIRSHNER INTERNATIONAL INC DE X X X X 06/05/02 LABORATORY CORP OF AMERICA HOLDINGS DE X X 06/05/02 LAS VEGAS SANDS INC NV X X 06/04/02 LEHMAN ABS CORP NEWS AMERICA DEBENTUR DE X X 06/03/02 MANUGISTICS GROUP INC DE X X 06/04/02 MDI ENTERTAINMENT INC DE X X 06/05/02 MERCURY AIR GROUP INC NY X X 05/22/02 MOHAWK INDUSTRIES INC DE X X 06/05/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X 05/28/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X 05/25/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X 05/25/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X 05/25/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X 05/25/02 MORTGAGE PASS THROUGH CERTIFICATES SE DE X 05/25/02 MOTHERS WORK INC DE X X 06/24/02 NEOFORMA INC/CA/ DE X X 05/31/02 NEW FOCUS INC CA X X 05/23/02 NEWMARK HOMES CORP NV X X 06/04/02 NORTHERN BORDER PARTNERS LP DE X 06/05/02 OHIO CASUALTY CORP OH X X 06/05/02 OHIO CASUALTY CORP OH X 06/05/02 OMNI ENERGY SERVICES CORP LA X X 05/28/02 OMNICOM GROUP INC NY X 03/03/02 ONELINK INC MN X X 06/03/02 ONEOK INC /NEW/ OK X X 06/04/02 ONYX ACCEPTANCE FINANCIAL CORP DE X 05/23/02 ORIGEN MANUFACTURED HOUSNG CNT SEN/SU DE X X 05/15/02 OSHKOSH B GOSH INC DE X X 05/31/02 PACIFIC GULF PROPERTIES INC MD X 06/04/02 PATRIOT SCIENTIFIC CORP DE X X 06/05/02 AMEND PC CONNECTION INC DE X X 05/31/02 PEREGRINE SYSTEMS INC DE X X 05/24/02 AMEND REDCELL POWER CORP DE X X X X 05/23/02 AMEND REGENCY AFFILIATES INC DE X 05/24/02 SATX INC NV X X X X 06/04/02 SAXON ASSET SECURITIES TRUST 2002-1 X 05/28/02 SHELBOURNE PROPERTIES II INC DE X X 06/03/02 SHELBOURNE PROPERTIES III INC DE X X 06/03/02 SITE2SHOP COM INC NE X 05/28/02 SONIC JET PERFORMANCE INC CO X 05/22/05 SPARTAN STORES INC MI X X 06/05/02 SPECTRAFAX CORP FL X X 06/04/02 ST MARY LAND & EXPLORATION CO DE X 06/30/02 STANDARD PACIFIC CORP /DE/ DE X X 05/29/02 STAR GAS PARTNERS LP DE X X 06/05/02 SUPREME HOSPITALITY NV X X 06/30/02 SURETY HOLDINGS CORP DE X 06/05/02 TECH OPS SEVCON INC DE X 05/30/02 TECO ENERGY INC FL X X 06/04/02 TENNESSEE GAS PIPELINE CO DE X X 06/05/02 TESSA COMPLETE HEALTH CARE INC/GA GA X 06/05/02 THORNBURG MORTGAGE SEC TR 2002-1 MRT DE X 05/28/02 TRANSACTION SYSTEMS ARCHITECTS INC DE X 05/29/02 TRANSCOMMUNITY BANKSHARES INC VA X 05/28/02 TRANSMATION INC OH X 01/10/02 AMEND TUMBLEWEED INC DE X X 06/05/02 US AIRWAYS GROUP INC DE X X 06/05/02 USA INTERACTIVE DE X X 06/05/02 AMEND VALERO L P DE X X 05/30/02 VENTAS INC DE X X 06/04/02 VERADO HOLDINGS INC DE X 06/05/02 VIROPHARMA INC DE X X 06/04/02 VIROPHARMA INC DE X 06/05/02 W-H ENERGY SERVICES INC TX X X 05/06/02 AMEND WACHOVIA CORP NEW NC X X 05/31/02 WALLSTREET REVIEW INC FL X 06/05/02 WASHINGTON MUTUAL INC WA X 06/06/02 WESTINGHOUSE AIR BRAKE TECHNOLOGIES C DE X X 05/30/02 WIRELESS FACILITIES INC DE X X 05/20/02 AMEND WISCONSIN ENERGY CORP WI X 05/29/02