SEC NEWS DIGEST Issue 2002-125 June 28, 2002 ENFORCEMENT PROCEEDINGS SEC CHARGES LAURENE ENGLISH, FORMER SALES ASSISTANT TO FRANK GRUTTADAURIA, WITH AIDING AND ABETTING GRUTTADAURIA'S FRAUD; ALSO SEEKS ASSETS CONVEYED TO GRUTTADAURIA'S WIFE On June 27, the Commission filed an Amended Complaint in its securities fraud action pending against former broker Frank D. Gruttadauria and related entities in the United States District Court for the Northern District of Ohio. In its Amended Complaint, the Commission charges that Laurene English, Gruttadauria's longtime former assistant, aided and abetted Gruttadauria's fraudulent scheme. In addition, the Commission named Gruttadauria's wife, Margo Gruttadauria, from whom he is separated, as a relief defendant. The Commission seeks to recover assets that Gruttadauria conveyed to Margo Gruttadauria. Frank Gruttadauria was the branch manager for the Cleveland, Ohio office of Lehman Brothers, Inc. On February 21, 2002, the Commission filed a Complaint charging Gruttadauria and two entities controlled by him with securities fraud. Specifically, the Commission alleged that, over at least a six-year period, while he worked at Lehman Brothers and at SG Cowen Securities Corporation, Gruttadauria, 44, of Gates Mills, Ohio, stole at least $40 million in the course of defrauding more than 50 clients. The Commission had also sought to recover assets from English as a relief defendant. In the Amended Complaint, the Commission alleges that English knowingly provided substantial assistance to Gruttadauria in implementing his scheme. Specifically, the Commission alleges that English assisted in the preparation of false account statements and other documents, directly provided false information to certain clients regarding the values of their accounts and their purchases and sales of securities, processed withdrawal requests for clients whose accounts had been depleted, and assisted with or facilitated unauthorized transfers of funds. The Amended Complaint further alleges that she received as much as $700,000 in cash and other items of value from Gruttadauria. The Commission's Amended Complaint charges English with aiding and abetting violations of the antifraud provisions of the federal securities laws, Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5. In the Amended Complaint, the Commission also alleges that Gruttadauria's wife, Margo Gruttadauria, received $894,000 in cash from Frank Gruttadauria and holds title to real estate purchased with the direct or indirect proceeds of Frank Gruttadauria's illegal conduct, and/or that such assets were conveyed by him to her without adequate consideration. On February 26, 2002, Judge Gaughan granted the Commission's motion for a temporary restraining order against Gruttadauria and froze his assets. On March 11, 2002, Judge Gaughan granted the Commission's motion for a preliminary injunction against Gruttadauria, who is presently in federal custody. For further information, see Litigation Release Nos. 17369 (February 21, 2002) and 17418 (March 18, 2002). [SEC v. Frank D. Gruttadauria, et al., Civil Action No. 1:02CV324 (Judge Gaughan)] (LR- 17590) SEC CHARGES CALIFORNIA BROKER WITH FRAUD IN VARIABLE ANNUITY SALES In only the second Securities and Exchange Commission action for fraudulent variable annuity switching, the SEC today announced the filing yesterday of civil fraud charges against Gregory P. Waldon of Redding, California. The suit alleges that Waldon defrauded scores of retired customers by recommending that they replace existing investments in variable annuities with new investments in similar variable annuities, knowing that the switches would be harmful to his customers but would enable him to receive significant commissions. The complaint alleges that Waldon recommended approximately 57 such switches between January 1998 and November 2001. Waldon's customers either received no economic benefit or lost money in the switch transactions and together incurred more than $200,000 in needless transaction costs, while Waldon received approximately $275,000 in commissions for the unsuitable switches. Variable annuities are considered long-term investments that offer customers various investment options typically similar to mutual funds; however, variable annuities are taxed differently, have insurance- related features, and charge different costs. Waldon is a former registered representative of Commission-registered broker-dealers through which he sold variable annuities, including FASCO International, Inc., formerly of Chico, California. Most of Waldon's customers live in Northern California or Oregon. According to the filings, Waldon further defrauded his customers by misrepresenting the effects or the benefits of switching, and by failing to disclose to certain customers the costs and risks of switching. The complaint alleges that Waldon told certain customers that they needed to switch to a new variable annuity from their original variable annuity in order to stem investment losses caused by declines in the stock market during 2000 and 2001, even though switching did not halt their losses and the customers could have achieved their objective, without incurring switching costs, by simply electing another investment option within their original variable annuity. Waldon was aware that most of his customers did not have significant investment experience, particularly regarding variable annuities, and relied upon him when making the decision to switch. In the civil complaint filed in United States District Court for the Eastern District of California, in Sacramento, the Commission charges Waldon with securities fraud based upon the approximately 57 variable annuity switches, and based upon material misrepresentations and omissions regarding costs, benefits and risks of switching. The complaint seeks an injunction against Waldon prohibiting future violations of the antifraud provisions of the securities laws (Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder), disgorgement of ill- gotten gains, plus interest, and a civil monetary penalty. Today the Commission also instituted and simultaneously settled public administrative proceedings yesterday against Donna N. Morehead, who was Waldon's supervisor between September 1999 and May 2001 at FASCO International, Inc. In the Matter of Donna N. Morehead, Exchange Act Rel. No. 46121. The Commission's Order Instituting Proceedings found that Morehead failed reasonably to supervise Waldon, as she did not investigate adequately red flags raised by certain switches when she reviewed the transactions for FASCO. Morehead consented to the Order, without admitting or denying the findings. The Commission's Order bars Morehead from association in a supervisory capacity with any broker- dealer, with the right to reapply for such association after one year, and imposes a $10,000 civil penalty. [SEC v. Gregory P. Waldon, No. CIV-02-1395 (E.D. California)] (LR-17591) SEC RECOVERS MAXIMUM CIVIL PENALTY UNDER THE INSIDER TRADING SANCTIONS ACT AGAINST CORPORATE OFFICER AND HIS BROTHER FOR INSIDER TRADING The Commission announces that on June 24 the federal district court for the Eastern District of Texas entered a final judgment against George and Peter Matus permanently enjoining each from future violations of the federal securities laws, barring George Matus from serving as an officer or director, ordering disgorgement and imposing the maximum civil monetary penalties available under the Insider Trading Sanctions Act. The Commission instituted suit against the two brothers on December 4, 2001, alleging that they had engaged in insider trading. The defendants are: * George P Matus, age 33, a resident of Allen, Texas, at the time of the illegal trades was Senior Vice President of Investor Relations at Carreker Corporation, a Dallas, Texas, based company traded on the Nasdaq stock market. * Peter T. Matus, age 27, a resident of Temecula, California and brother of George Matus. Peter Matus, at the time of the illegal trades, was a registered representative with a brokerage firm. The case was filed in the United States District Court for the Eastern District of Texas, Sherman Division, and was assigned to United States Magistrate Judge Robert Faulkner. Specifically, the SEC alleged that George Matus had advance knowledge of Carreker's negative earnings news and participated in both the drafting of the press release announcing the negative news and the decision as to when to release the news. However, rather than maintain the confidentiality of the news and abstain from trading in Carreker stock, George Matus conveyed the confidential negative information to his brother and transferred $50,000 to him in order to trade in Carreker securities and profit from the non-public information. Pursuant to their plan, Peter Matus then used his brother's funds to purchase 750 Carreker put options, effectively betting that the price of Carreker shares would decline once the negative news was made public. Predictably, upon release of the negative news, the price of Carreker stock declined. When Peter Matus sold the options a week later, the price had declined more than 40%, netting the brothers a profit of $209,940. Without admitting or denying the allegations in the Commission's complaint, the defendants consented to a permanent injunction and an order of disgorgement. The remaining issues were tried to the Court on April 23, 2002. The trial court, after hearing the evidence and argument of counsel, granted the Commission all relief sought in its Complaint. In the final judgment, the Court permanently enjoined George and Peter Matus from further violations of Section 10(b) of the Securities Act of 1934, ordered George and Peter Matus jointly and severally to disgorge $209,940 in illegal trading profits plus $9,941 prejudgment interest on that amount and assessed the maximum civil penalty of $629,820 against each defendant under the Insider Trading Sanctions Act. The Court also imposed an officer and director bar against George Matus, finding that he acted with a high degree of scienter in releasing material non-public information to Peter Matus and that his conduct was egregious. [SEC v. George Matus and Peter Matus, USDC ED/TX, Civ. 4:01CV359-PB] (LR-17592). FINAL JUDGMENT OF PERMANENT INJUNCTION ENTERED AGAINST TERRANCE O'DONOHUE AND O'DONOHUE FUND MANAGEMENT, INC. The Commission announced today that on June 20 the Honorable Thomas W. Thrash, Jr. of the United States District Court for the Northern District of Georgia entered an Order of Permanent Injunction against Terrance Michael O'Donohue and O'Donohue Fund Management, Inc. O'Donohue and O'Donohue Fund Management consented, without admitting or denying the allegations in the complaint, to the entry of a final judgment that permanently enjoins them from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. The Commission did not seek disgorgement or civil penalties because of the criminal sanctions already imposed. On June 17, the Commission filed a complaint with the United States District Court for the Northern District of Georgia which alleges that, from June 1995 until November 2000, O'Donohue raised almost $3 million for three limited partnerships from 53 investors. The complaint alleges that O'Donohue, who was a Georgia resident, or O'Donohue Fund Management, a Georgia corporation controlled by O'Donohue, were the general partners and made the investment decisions for the partnerships. According to the Commission's complaint, O'Donohue diverted over $2 million of investor funds, falsely stated to investors that their funds were invested, sent out false account statements indicating that investors' funds were earning returns, and otherwise engaged in a variety of conduct which operated as a fraud and deceit on investors. The complaint also alleges that O'Donohue and O'Donohue Fund Management sold unregistered securities. O'Donohue was convicted of three counts of mail fraud involving this same conduct. He was sentenced in the United States District Court for the Northern District of Georgia to serve 48 months in prison, followed by three years of supervised release, and was ordered to pay restitution of $2,468,912.41. [SEC v. Terrance Michael O'Donohue and O'Donohue Fund Management, Inc., Civil Action No. 1:02 CV 1663 (N.D. Ga.)] (LR-17593) INVESTMENT COMPANY ACT RELEASES BARCLAYS GLOBAL FUND ADVISORS, ET AL. An order has been issued on an application filed by Barclays Global Fund Advisors, et al. The order permits an open-end management investment company, whose portfolios will consist of the component securities of certain fixed income securities indices, to issue shares of limited redeemability that will trade in the secondary market at negotiated prices. The order also permits certain affiliated persons of the portfolios to deposit securities into, and receive securities from, the portfolios. (Rel. IC- 25622 - June 25) ISHARES, INC., ET AL. An order has been issued on an application filed by iShares, Inc., et al., amending certain prior orders to permit dealers to sell shares of certain open-end management investment companies in the secondary market unaccompanied by a prospectus, when the Securities Act of 1933 does not require prospectus delivery. The order also provides such relief to certain series of iShares Trust that would be based on fixed income securities indices. (Rel. IC-25623 - June 25) THE FULCRUM TRUST An order has been issued under Section 8(f) of the Investment Company Act declaring that The Fulcrum Trust has ceased to be an investment company. (Rel. IC-25638 - June 26) EATON VANCE INCOME FUND OF BOSTON, ET AL. A notice has been issued giving interested persons until July 22, 2002, to request a hearing on an application filed by Eaton Vance Income Fund of Boston, et al. for an order under Section 6(c) of the Investment Company Act exempting applicants from Sections 18(f) and 21(b) of the Act, under Section 12(d)(1)(J) of the Act exempting applicants from Section 12(d)(1) of the Act, under Sections 6(c) and 17(b) of the Act exempting applicants from Section 17(a) of the Act, and under Section 17(d) of the Act and Rule 17d-1 under the Act to permit certain joint transactions. The order would permit certain registered management investment companies to participate in a joint lending and borrowing facility. (Rel. IC-25640 - June 26) METROPOLITAN SERIES FUND, INC., ET AL. An order has been issued pursuant to Section 6(c) of the Investment Company Act granting exemptive relief to Metropolitan Series Fund, Inc., and MetLife Advisers, LLC (together, the Applicants). The Applicants sought an order granting exemptions from Sections 9(a), 13(a), 15(a), and 15(b) of the Act, and Rules 6e-2(b)(15) and 6e- 3(T)(b)(15) thereunder, to permit life insurance company separate accounts supporting variable life insurance contracts to hold shares of the Metropolitan Series or certain other investment companies (each, a Fund) when the following other types of investors also hold shares of the Fund: (1) a VLI account of a life insurance company that is not an affiliated person of the insurance company depositor of any VLI account, (2) a Fund's investment adviser (representing seed money investments in the Fund), (3) a life insurance company separate account supporting variable annuity contracts, and/or (4) a qualified pension or retirement plan. (Rel. IC-25641 - June 26) HOLDING COMPANY ACT RELEASES NATIONAL GRID GROUP PLC, ET AL. A notice has been issued giving interested persons until July 18, 2002, to request a hearing on a proposal by National Grid Group plc (National Grid), a registered holding company, National Grid's registered holding company subsidiary, National Grid USA (Grid USA), Grid USA's exempt holding company subsidiary New England Power Company (NEP), and NEP's electric subsidiary company, Vermont Yankee Nuclear Power Corporation (Vermont Yankee). Applicants request authority to sell utility assets owned by Vermont Yankee. (Rel. 35-27544) EXELON CORPORATION, ET AL. An order has been issued authorizing Exelon Corporation (Exelon), a registered holding company, and six of its subsidiaries companies, Exelon Ventures Company, LLC, Exelon Enterprises Company, LLC, Exelon Generation Company, LLC, (Genco), Exelon Energy Delivery Company, LLC, Commonwealth Edison Company and PECO Energy Company to do the following: (1) Exelon, Genco and nonutility subsidiaries to spend up to $500 million in the aggregate outstanding at any time during the period ending June 30, 2005, on preliminary development activities and administrative and management activities related to exempt wholesale generators, foreign utility companies, exempt telecommunications companies, subsidiaries permitted under Rule 58 of the Public Utility Holding Company Act of 1935, as amended, and energy-related subsidiaries outside the United States (collectively, Permitted Nonutility Investments); (2) Exelon, Genco and nonutility subsidiaries to spend up to $500 million to construct or acquire nonutility energy assets that are incidental and related to their business as an energy commodities marketer and broker; (3) Applicants to acquire intermediate subsidiaries to hold or finance the acquisition of Permitted Nonutility Investments or, in the case of utility applicants, to efficiently mange the corporate structure of their nonutility subsidiaries; (4) Exelon to undertake internal reorganization of existing and Permitted Nonutility Investments; and, (5) Exelon, Genco and nonutility subsidiaries to engage in energy management services and consulting services anywhere outside the United States and to engage in energy marketing activities in Canada and Mexico. (Rel. 35-27545) ENERGY EAST CORPORATION, ET AL. An order has been issued authorizing a proposal by Energy East Corporation (Energy East), a registered public utility holding company, and its wholly owned subsidiary Eagle Merger Corp. (Eagle) to acquire all of the issued and outstanding common stock of RGS Energy Group, Inc. (RGS). Applicants propose that Eagle acquire all of the issued and outstanding common stock of RGS (Merger) and that Energy East will indirectly own all of RGS's nonutility activities, business, and investments. Also, the Commission authorized the proposal that subsequent to the Merger, RGS will be exempt from registration as a holding company under section 3(a)(1) of the Act, but will be subject to regulation under the Act as a subsidiary of a registered holding company. The Commission continued to reserve jurisdiction over Energy East's retention of certain real estate owned by Union Water-Power Company, UnionLand Services Division. The Commission also reserves jurisdiction over the retention of certain subsidiaries of RGS. (Rel. 35-27546) SELF-REGULATORY ORGANIZATIONS EXTENSION OF TEMPORARY REGISTRATION AS A CLEARING AGENCY The Commission issued an order extending the Government Securities Clearing Corporation's temporary registration as a clearing agency through June 30, 2003. Publication of the notice and order is expected in the Federal Register during the week of July 1. (Rel. 34- 46135) The MBS Clearing Corporation filed (File No. 600-22) a request for extension of its registration as a clearing agency under Section 17A of the Act. The Commission has extended MBSCC's temporary registration as a clearing agency through June 30, 2003. Publication of the notice and order is expected in the Federal Register during the week of July 1. (Rel. 34-46136) DELISTINGS GRANTED An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $.01 par value, of Polymer Group, Inc., effective at the opening of business on June 28, 2002. (Rel. 34-46132) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the Common Stock, $.001 par value, of LASER Mortgage Management, Inc., effective at the opening of business on June 28, 2002. (Rel. 34-46133) 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 28, 2002. (Rel. 34- 46134) An order has been issued granting the application of the New York Stock Exchange to strike from listing and registration the 7% Senior Notes (due May 15, 2008) of Terra Nova Insurance (UK) Holdings, plc, effective at the opening of business on June 28, 2002. (Rel. 34-46137) 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 PYRAMID BREWERIES INC, 91 SOUTH ROYAL BROUGHAM WAY, SEATTLE, WA, 98134, 2066828322 - 375,000 ($873,750.00) Equity, (File 333-91290 - Jun. 27) (BR. 02) S-8 CIENA CORP, 1201 WINTERSON ROAD, LINTHICUM, MD, 21090, 4108658500 - 0 ($96,186,271.72) Equity, (File 333-91294 - Jun. 27) (BR. 37) S-3 NABORS INDUSTRIES LTD, C/O NABORS INDUSTRIES INC, 515 WEST GREENS ROAD, HOUSTON, TX, 77067, 2818740035 - 9,771,300 ($1.00) Equity, (File 333-91296 - Jun. 27) (BR. 04) S-8 CP SHIPS LTD, 62-65 TRAFALGAR SQUARE, LONDON ENGLAND, X0, WC2N 5DY, 0 ($9,691,785.00) Equity, (File 333-91298 - Jun. 27) (BR. 05) S-3 WFS RECEIVABLES CORP 3, 23 PASTEUR, IRVINE, CA, 92618, 9497533024 - 750,000,000 ($750,000,000.00) Asset-Backed Securities, (File 333-91300 - Jun. 27) (BR. 05) S-8 STERIS CORP, 5960 HEISLEY RD, MENTOR, OH, 44060, 4403542600 - 0 ($507,500.00) Equity, (File 333-91302 - Jun. 27) (BR. 36) S-8 EMBREX INC/NC, 1035 SWABIA COURT, DURHAM, NC, 27703, 9199415185 - 0 ($15,624,000.00) Equity, (File 333-91304 - Jun. 27) (BR. 01) S-8 TRIPATH IMAGING INC, 780 PLANTATION DR, BURLINGTON, NC, 27215, 3362229707 - 0 ($6,520,500.00) Equity, (File 333-91306 - Jun. 27) (BR. 36) S-8 CITIGROUP INC, 399 PARK AVENUE, NEW YORK, NY, 10043, 2125591000 - 0 ($3,933,500.00) Equity, (File 333-91308 - Jun. 27) (BR. 07) S-8 RAVEN MOON ENTERTAINMENT INC, 120 INTERNATIONAL PARKWAY, SUITE 220, HEATHROW, FL, 32746, 35,500,000 ($710,000.00) Other, (File 333-91310 - Jun. 27) (BR. 05) S-8 ENESCO GROUP INC, 333 WESTERN AVE, WESTFIELD, MA, 01085, 4135623631 - 0 ($1,860,000.00) Equity, (File 333-91312 - Jun. 27) (BR. 02) S-8 INTERNET ADVISORY CORP, 2455 EAST SUNRISE BLVD, SUITE 401, FT LAUDERDALE, FL, 33304, 8885220958 - 0 ($331,000.00) Equity, (File 333-91314 - Jun. 27) (BR. 08) S-3 KINDER MORGAN MANAGEMENT LLC, 370 VAN GORDON STREET, LAKEWOOD, CO, 80228, 3039144752 - 0 ($711,505,000.00) Equity, (File 333-91316 - Jun. 27) (BR. 04) S-8 ENESCO GROUP INC, 333 WESTERN AVE, WESTFIELD, MA, 01085, 4135623631 - 0 ($510,002.00) Equity, (File 333-91318 - Jun. 27) (BR. 02) SB-2 SURECARE INC, 4299 SAN FELIPE SUITE 300, HOUSTON, TX, 77027, 8322007000 - 0 ($5,096,000.00) Equity, (File 333-91320 - Jun. 27) (BR. 01) S-11 ABIC REALTY FUND I LP, 18601 LBJ FREEWY SUITE 440, MESQUITE, TX, 75150, 9726813026 - 0 ($40,000,000.00) Limited Partnership Interests, (File 333-91322 - Jun. 27) (BR. ) N-2 JOHN HANCOCK PREFERRED EQUITY, 101 HUNTINGTON AVENUE, BOSTON, MA, 02199, 6173751617 - 1,000 ($15,000.00) Equity, (File 333-91324 - Jun. 27) (BR. 17) S-3 CITIBANK SOUTH DAKOTA N A, 425 PARK AVE., 2ND FLOOR, NEW YORK, NY, 10043, 6053312626 - 7,000,000 ($7,000,000,000.00) Other, (File 333-91326 - Jun. 27) (BR. 05) S-8 RALCORP HOLDINGS INC /MO, 800 MARKET STREET, SUITE 2900, ST LOUIS, MO, 63101, 3148777000 - 2,135,136 ($60,509,754.00) Equity, 7,000,000 ($7,000,000.00) Other, (File 333-91328 - Jun. 27) (BR. 04) S-8 ULTIMATE SOFTWARE GROUP INC, 3111 STIRLING ROAD, SUITE 308, FORT LAUDERDALE, FL, 33312, 9542661000 - 3,940,909 ($14,502,545.00) Equity, (File 333-91332 - Jun. 27) (BR. 03) S-3 BEAR STEARNS ASSET BACKED SECURITIES INC, 245 PARK AVE, NEW YORK, NY, 10167, 2124724095 - 1,000,000 ($1,000,000.00) Asset-Backed Securities, (File 333-91334 - Jun. 27) (BR. 05) S-3 INVISION TECHNOLOGIES INC, 7151 GATEWAY BLVD, NEWARK, CA, 94560, 5107392400 - 0 ($2,249,000.00) Equity, (File 333-91336 - Jun. 27) (BR. 36) S-4 ASBURY AUTOMOTIVE GROUP INC, 3 LANDMARK SQ, STE 500, STAMFORD, CT, 06901, 2033564400 - 0 ($250,000,000.00) Non-Convertible Debt, (File 333-91340 - Jun. 27) (BR. 02) S-8 EMC CORP, 35 PARKWOOD DR, HOPKINTON, MA, 01748-9103, 5084351000 - 0 ($62,250,000.00) Equity, (File 333-91342 - Jun. 27) (BR. 03) S-3 ALLETE INC, 30 W SUPERIOR ST, DULUTH, MN, 55802-2093, 2182795000 - 46,481 ($1,309,370.00) Equity, (File 333-91346 - Jun. 27) (BR. 02) S-8 ALLETE INC, 30 W SUPERIOR ST, DULUTH, MN, 55802-2093, 2182795000 - 3,000,000 ($84,510,000.00) Equity, (File 333-91348 - Jun. 27) (BR. 02) S-8 COMPUCOM SYSTEMS INC, 7171 FOREST LN, DALLAS, TX, 75230, 2142653600 - 2,000,000 ($5,960,000.00) Equity, (File 333-91350 - Jun. 27) (BR. 03) S-3 PATRIOT SCIENTIFIC CORP, 10989 VIA FRONTERA, SAN DIEGO, CA, 92127, 8586745000 - 48,110,716 ($3,656,414.42) Equity, (File 333-91352 - Jun. 27) (BR. 37) S-8 KROGER CO, 1014 VINE ST, CINCINNATI, OH, 45201, 5137624000 - 20,000,000 ($378,000,000.00) Equity, (File 333-91354 - Jun. 27) (BR. 02) SB-2 OLD GOAT ENTERPRISES INC, 750,000 ($75,000.00) Equity, (File 333-91356 - Jun. 27) (BR. ) S-8 WHITNEY HOLDING CORP, 228 ST CHARLES AVE, NEW ORLEANS, LA, 70130, 5045867570 - 1,265,700 ($40,685,871.00) Equity, (File 333-91358 - Jun. 27) (BR. 07) S-8 AMERICAN MEDICAL SECURITY GROUP INC, 3100 AMS BLVD, GREEN BAY, WI, 54313, 9206611111 - 1,250,000 ($14,232,504.00) Equity, (File 333-91360 - Jun. 27) (BR. 01) S-2 PENN AMERICA GROUP INC, 420 S YORK RD, HATBORO, PA, 19040, 2154433600 - 0 ($47,495,000.00) Equity, (File 333-91362 - Jun. 27) (BR. 01) S-8 CHOICEONE FINANCIAL SERVICES INC, 109 E DIVISION, P O BOX 186, SPARTA, MI, 49345-0186, 6168877366 - 52,500 ($758,100.00) Equity, (File 333-91364 - Jun. 27) (BR. 07) S-8 CHOICEONE FINANCIAL SERVICES INC, 109 E DIVISION, P O BOX 186, SPARTA, MI, 49345-0186, 6168877366 - 88,957 ($1,284,539.08) Equity, (File 333-91366 - Jun. 27) (BR. 07) S-8 CIBER INC, 5251 DTC PKYWAY, STE 1400, ENGLEWOOD, CO, 80111-2742, 3032200100 - 0 ($33,915,000.00) Equity, (File 333-91368 - Jun. 27) (BR. 03) S-3 IRVINE SENSORS CORP/DE/, 3001 REDHILL AVE, COSTA MESA, CA, 92626, 7145498211 - 1,555,707 ($2,271,332.00) Equity, (File 333-91370 - Jun. 27) (BR. 36) S-2 FONIX CORP, 1225 EAGLE GATE TOWER, 60 EAST SOUTH TEMPLE STREET, SALT LAKE CITY, UT, 84111, 8013288700 - 200,000,000 ($12,000,000.00) Equity, (File 333-91372 - Jun. 27) (BR. 37) S-8 THINKPATH INC, 55 UNIVERSITY AVE STE 505, TORONTO, ONTARIO, CANADA, M5J 2H7, 4163648800 - 1,000,000 ($16,000.00) Other, (File 333-91376 - Jun. 27) (BR. 03) SB-2 OHIO STATE BANCSHARES INC, 111 S MAIN ST, P O BOX 1818, MARION, OH, 43301-1818, 6143872265 - 44,000 ($3,036,000.00) Equity, (File 333-91378 - Jun. 27) (BR. 07) S-8 RESCON TECHNOLOGY CORP, 5525 SOUTH 900 EAST SUITE 110, SALT LAKE CITY, UT, 84117, 8012628844 - 0 ($16,200.00) Equity, (File 333-91380 - Jun. 27) (BR. 09) SB-2 CENTRA FINANCIAL HOLDINGS INC, 990 ELMER PRINCE DR, POST OFFICE BOX 656, MORGANTOWN, WV, 26507-0656, 3045998121 - 0 ($1,800,000.00) Equity, (File 333-91382 - Jun. 27) (BR. 07) S-8 DAISYTEK INTERNATIONAL CORPORATION /DE/, 1025 CENTRAL EXPRESSWAY SOUTH STE 200, ALLEN, TX, 75013, 9728814700 - 0 ($2,048,890.00) Equity, (File 333-91384 - Jun. 27) (BR. 04) S-8 LIFE MEDICAL SCIENCES INC, 379 THORNALL ST, EDISON, NJ, 08837-2227, 6094520707 - 10,000,000 ($1,316,260.00) Equity, (File 333-91386 - Jun. 27) (BR. 36) S-3 KROGER CO, 1014 VINE ST, CINCINNATI, OH, 45201, 5137624000 - 0 ($913,043,478.26) Other, (File 333-91388 - Jun. 27) (BR. 02) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ------------------------------------------------------------------------------------ ABN AMRO MORTGAGE CORP SERIES 2002-5 IL X X 06/27/02 ACC ACQUISITION LLC DE X X 06/21/02 ADE CORP MA X X 06/20/02 AEI INCOME & GROWTH FUND XXI LTD PART MN X X 06/14/02 AEI REAL ESTATE FUND 85-A LTD PARTNER MN X X 06/17/02 AFFINITY GROUP HOLDING INC DE X X X 06/27/02 AFLAC INC GA X 06/27/02 AIRTRAX INC NJ X X 06/18/02 AKORN INC LA X X 06/25/02 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE X X 06/26/02 ALLIANCE CAPITAL MANAGEMENT L P DE X X 06/26/02 AMERICAN CELLULAR CORP /DE/ DE X X 06/21/02 AMERICAN EXPRESS CO NY X 06/27/02 AMERICAN MEDICAL SECURITY GROUP INC WI X X 06/27/02 AMERICREDIT FINANCIAL SERVICES INC DE X X X 05/30/02 AMNIS SYSTEMS INC DE X X 06/18/02 ASCONI CORP NV X X 06/27/02 ATCHISON CASTING CORP KS X X 06/26/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 06/17/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 06/17/02 BEYOND COM CORP DE X X 06/18/02 BFC FINANCIAL CORP FL X X 06/18/02 BOCA RESORTS INC DE X X 06/26/02 BON TON STORES INC PA X X 06/13/02 AMEND BOYD GAMING CORP NV X X 06/26/02 BRESLER & REINER INC DE X X X 06/20/02 BURNHAM PACIFIC PROPERTIES INC MD X X 06/27/02 CAREADVANTAGE INC DE X X 06/19/02 CATUITY INC DE X 06/26/02 CATUITY INC DE X 06/27/02 CELLPOINT INC NV X X 06/26/02 CHAMPION ENTERPRISES INC MI X X 06/27/02 CHASE CREDIT CARD MASTER TRUST NY X X 05/30/02 AMEND CHASE MORTGAGE FINANCE CORP DE X X 06/27/02 CHASE MORTGAGE FINANCE CORP DE X X 06/05/02 CHEROKEE INVESTMENTS INC WY X X X X X 06/03/02 CITIGROUP INC DE X 06/26/02 CITY HOLDING CO WV X X 06/26/02 CLAIRES STORES INC DE X X 06/27/02 CNL HOSPITALITY PROPERTIES INC FL X 06/14/02 COI SOLUTIONS INC NV X X 05/04/02 AMEND COLLEY CORP DE X X X 06/26/02 COMMUNITY VALLEY BANCORP CA X 06/26/02 COMPUTER NETWORK TECHNOLOGY CORP MN X X 06/15/02 CONCENTRA OPERATING CORP NV X X 06/26/02 CONSECO FINANCE SECURITIZATIONS CORP DE X 06/25/02 CONSTELLATION BRANDS INC DE X 06/26/02 CORECOMM LTD /DE/ DE X X 06/27/02 CORMAX BUSINESS SOLUTIONS INC UT X 06/26/02 CPI AEROSTRUCTURES INC NY X X 06/25/02 CRD HOLDINGS INC DE X X 06/19/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 06/26/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 06/27/02 CSFB COMMERCIAL MORTGAGE BACKED PASS X X 06/17/02 CSFB MORT SEC CORP COMM MORT PAS THR DE X X 06/17/02 CWMBS INC DE X X 06/28/02 CWMBS INC DE X X 06/28/02 CWMBS INC DE X X 06/28/02 D & K HEALTHCARE RESOURCES INC DE X X 06/24/02 DALEEN TECHNOLOGIES INC DE X 06/24/02 DATALINK CORP MN X X 06/21/02 DEUTSCHE FLOORPLAN RECEIVABLES L P DE X X 05/31/02 DOBSON COMMUNICATIONS CORP OK X X 06/21/02 DOBSON SYGNET COMMUNICATIONS CO OK X X 06/21/02 DOLLAR GENERAL CORP TN X 06/24/02 DONNELLY CORP MI X X 06/25/02 DUPONT E I DE NEMOURS & CO DE X 06/27/02 EMERSON ELECTRIC CO MO X 06/27/02 ENTRADE INC PA X 06/03/02 AMEND EQCC RECEIVABLES CORP DE X X 06/27/02 EQUITY FINANCE HOLDING CORP X X X 06/26/02 EQUITY OFFICE PROPERTIES TRUST MD X X 06/27/02 EUROPA CRUISES CORP DE X 06/26/02 EUROPA CRUISES CORP DE X 06/27/02 EXACT SCIENCES CORP DE X X 06/27/02 EXELON CORP PA X 06/20/02 EXELON CORP PA X 06/27/02 FAMOUS FIXINS INC NY X 05/21/02 FIRST SOUTHERN BANCSHARES INC/DE DE X X 06/24/02 FIRST UNION NATIONAL BANK COM MORT PA NC X X 06/14/02 FRANKLIN RECEIVABLES LLC DE X X 05/31/02 GATLIN HOLDINGS INC X X X 06/27/02 GENERAL DEVICES INC NJ X 06/14/02 GS MORTGAGE SECURITIES CORP DE X X 06/27/02 HEWLETT PACKARD CO DE X X 06/26/02 HNET NET CO X 06/26/02 AMEND HOLOGIC INC DE X X 06/24/02 HORIZON PCS INC DE X X 06/27/02 HORIZON TELCOM INC OH X X 06/27/02 HOST FUNDING INC MD X X 05/23/02 AMEND HOUSEHOLD CONSUMER LOAN TRUST 1996-1 DE X 06/14/02 HOUSEHOLD CONSUMER LOAN TRUST 1996-2 DE X 06/14/02 HOUSEHOLD CONSUMER LOAN TRUST 1997-1 DE X 06/14/02 HOUSEHOLD CONSUMER LOAN TRUST 1997-2 DE X 06/14/02 HOUSEHOLD CREDIT CARD MASTER NOTE TRU DE X 06/17/02 IDENTIX INC DE X X X 06/25/02 INDYMAC MBS INC X X 06/27/02 INSIGNIA FINANCIAL GROUP INC /DE/ DE X X 06/18/02 INTERCOM SYSTEMS INC DE X 06/24/02 IPVOICE COMMUNICATIONS INC NV X 06/26/02 J2 COMMUNICATIONS /CA/ CA X X 06/27/02 JONES LANG LASALLE INC MD X X 06/27/02 LABORATORY CORP OF AMERICA HOLDINGS DE X X 06/27/02 LANTE CORP DE X 01/08/02 AMEND LANTE CORP DE X 01/08/02 AMEND LASER MASTER INTERNATIONAL INC NY X 06/12/02 LEHMAN BROTHERS HOLDINGS INC DE X X 06/27/02 LEXON TECHNOLOGIES INC DE X 06/27/02 AMEND M&I AUTO LOAN TRUST 2001-1 DE X X 06/20/02 MAII HOLDINGS INC TX X X 06/19/02 MARITRANS INC /DE/ DE X X 06/26/02 MASCO CORP /DE/ DE X X 06/27/02 MBNA CORP MD X 06/27/02 METLIFE INC DE X X 06/26/02 METRO-GOLDWYN-MAYER INC DE X X 06/19/02 MICRON ENVIRO SYSTEMS INC X 06/26/02 MIDAMERICAN ENERGY HOLDINGS CO /NEW/ IA X X 06/25/02 MIRANT CORP DE X X 06/27/02 MMCA AUTO OWNER TRUST 2001-4 DE X X 06/17/02 MMCA AUTO OWNER TRUST 2002-1 DE X X 06/17/02 MOTOROLA INC DE X 06/27/02 MOUNTAINBANK FINANCIAL CORP NC X X 06/21/02 NATIONAL PENN BANCSHARES INC PA X 06/26/02 NETMANAGE INC DE X X 06/27/02 NETMANAGE INC DE X X 06/27/02 NETOPIA INC DE X 06/27/02 NEWS COMMUNICATIONS INC NV X X 06/27/02 NEXT LEVEL COMMUNICATIONS INC DE X X 06/25/02 NORTHERN BORDER PARTNERS LP DE X X 06/26/02 NORTHERN BORDER PIPELINE CO TX X 06/26/02 ONYX ACCEPTANCE OWNER TRUST 2002-A DE X 05/31/02 ONYX ACCEPTANCE OWNER TRUST 2002-B DE X 05/31/02 OPTICON MEDICAL INC CO X X 06/24/02 PANACO INC DE X 06/26/02 PHILIPS INTERNATIONAL REALTY CORP MD X 04/16/02 AMEND PSYCHEMEDICS CORP DE X X 06/26/02 REGAL BELOIT CORP WI X 06/25/02 REGAL BELOIT CORP WI X 06/25/02 RESIDENTIAL ACCREDIT LOANS INC DE X X 06/25/02 RESIDENTIAL ASSET MORT PRODUCTS GMACM X X 06/25/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 06/25/02 RESIDENTIAL ASSET SECURITIES CORP DE X X 06/25/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 06/25/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 06/25/02 RIVIERA HOLDINGS CORP NV X X 06/27/02 ROLLTECH INC X 06/27/02 SATCON TECHNOLOGY CORP DE X X 06/21/02 SAXON CAPITAL INC DE X X 06/26/02 SECURITISATION ADVISORY SEVS PTY LTD X X 05/31/02 SECURITY BIOMETRICS INC NV X X 06/14/02 SECURITY CAPITAL GROUP INC/ MD X 06/26/02 AMEND SEMTECH CORP DE X X 06/26/02 SHAW GROUP INC LA X X 06/27/02 SHURGARD STORAGE CENTERS INC WA X 06/27/02 SIFCO INDUSTRIES INC OH X X 06/27/02 SIMON PROPERTY GROUP INC /DE/ DE X X 06/26/02 SONUS NETWORKS INC DE X X 06/27/02 SOUTHPOINT STRUCTURED ASSETS INC DE X 06/15/02 SPECIALTY LABORATORIES X X 06/24/02 SPECTRASITE HOLDINGS INC DE X X 06/25/02 SPEEDFAM IPEC INC IL X X 06/21/02 ST LAWRENCE SEAWAY CORP IN X X 06/25/02 STAMPS COM INC DE X 06/27/02 STARTEC GLOBAL COMMUNICATIONS CORP DE X 06/21/02 STARTEC GLOBAL COMMUNICATIONS CORP DE X 06/21/02 STARTEC GLOBAL COMMUNICATIONS CORP DE X 06/21/02 STARTEC GLOBAL COMMUNICATIONS CORP DE X 06/21/02 STARTEC GLOBAL COMMUNICATIONS CORP DE X 06/21/02 STARTEC GLOBAL COMMUNICATIONS CORP DE X 06/21/02 STONE ENERGY CORP DE X X 02/26/02 STUDENT ADVANTAGE INC DE X X 06/27/02 SUREWEST COMMUNICATIONS CA X X 06/30/02 SUTTER HOLDING CO INC DE X X 05/01/02 AMEND T & G2 NV X X X X 03/19/02 AMEND TALK VISUAL CORP NV X 06/20/02 TASER INTERNATIONAL INC X X 06/03/02 AMEND THERMO ELECTRON CORP DE X 06/21/02 TIBCO SOFTWARE INC DE X X 04/23/02 AMEND TTR TECHNOLOGIES INC DE X 06/27/02 UAL CORP /DE/ DE X X 06/27/02 UNIFIRST CORP MA X X 06/24/02 US CRUDE LTD NV X 06/21/02 VARIAGENICS INC DE X X 05/16/02 VISKASE COMPANIES INC DE X 06/26/02 WACHOVIA COMMERCIAL MORT PASS THRU CE NC X X 06/17/02 WEATHERFORD INTERNATIONAL INC /NEW/ DE X X 06/26/02 WEBCO INDUSTRIES INC OK X X 06/14/02 WELLS REAL ESTATE INVESTMENT TRUST IN MD X 06/26/02 WFS FINANCIAL 2002-1 OWNER TRUST DE X X 06/20/02 WGL HOLDINGS INC VA X 06/14/02 WILSONS THE LEATHER EXPERTS INC MN X 06/21/02 WORKSTREAM INC X X 06/19/02 X-CHANGE CORP NV X X 06/26/02