SEC NEWS DIGEST Issue 2002-183 September 20, 2002 COMMISSION ANNOUNCEMENTS COMMISSION PROPOSES DISCLOSURE OF PROXY VOTING BY MUTUAL FUNDS, INVESTMENT ADVISERS On September 19, the Commission voted to propose requiring mutual funds and other registered management investment companies to disclose their proxy voting policies and procedures and their actual proxy votes cast. The proposal is designed to enable fund shareholders to monitor their funds' involvement in the governance activities of portfolio companies. The Commission also proposed requiring investment advisers to adopt written policies and procedures governing their exercise of voting authority with respect to client securities. Advisers would also be required to inform clients about these policies and disclose how clients can obtain information from the adviser about actual proxy votes cast. "If adopted, these proposals would give investors fundamental information about the practices of those who vote proxies on their behalf," said SEC Chairman Harvey L. Pitt. "They also would discourage or expose proxy voting conflicts of interest. The securities belong to fund investors, who are entitled to know how their property is being voted." Investment Company Proposals The proposals affecting registered management investment companies would require the following: * Investment Company Proxy Voting Policies and Procedures. The proposals would require a fund to disclose in its registration statement the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities. This disclosure would include the procedures that a fund uses when a vote presents a conflict between the interests of fund shareholders, on the one hand, and those of the fund's investment adviser, principal underwriter, or any affiliated person of the fund, its investment adviser, or principal underwriter, on the other. * Investment Company Proxy Voting Record. The proposals would require a fund to file its complete proxy voting record with the Commission as part of its report on Form N-CSR, the form that was recently proposed by the Commission to be used by funds to file certified shareholder reports required by the Sarbanes-Oxley Act of 2002. The recommended proposals would require a fund to disclose the following information for each matter with respect to which a fund was entitled to vote: information identifying the matter voted on; whether the matter was proposed by the issuer or by a security holder; whether and how the fund cast its vote, and whether the fund cast its vote for or against management. * Disclosure of Proxy Votes that are Inconsistent with Fund's Policies and Procedures. The proposals would require a fund to disclose in its reports to shareholders proxy votes that are inconsistent with the fund's proxy voting policies and procedures and the reasons for the inconsistent votes. * Availability of Proxy Voting Information to Fund Shareholders. The proposals would require a fund to disclose to its shareholders the availability of information about its proxy voting policies and procedures and its voting record. Specifically, a fund would be required to state in its registration statement and reports to shareholders that information about the fund's proxy voting is available without charge, upon request, by calling a specified toll-free (or collect) telephone number; on the fund's Web site, if applicable; and on the Commission's Web site. The recommended proposals also would require a fund, upon receipt of a request for proxy voting information, to send the requested information within three business days of receipt of the request. Investment Adviser Proposals The proposals with respect to investment advisers would require the following: * Investment Adviser Proxy Voting Policies and Procedures. The proposals would require investment advisers to adopt written policies and procedures governing their exercise of voting authority with respect to client securities. An adviser's policies and procedures must be designed to ensure that the adviser votes proxies in the best interest of clients and addresses material conflicts of interest that may arise between the adviser's interests and those of its clients. * Investment Adviser Disclosure of Proxy Voting Policies and Procedures. The proposals would require investment advisers to describe their proxy voting policies and procedures to clients and to furnish a copy of their policies and procedures upon client request. * Obtaining Information from Investment Advisers About Proxy Votes. The proposals would also require investment advisers to inform clients how they can obtain information from the adviser on how it voted their proxies. * Investment Adviser Recordkeeping for Proxy Voting. In addition, the proposals would amend the investment adviser books and records rule to require advisers to maintain certain records about their proxy voting activities, including how they voted each client's proxies. The Commission will review these records as part of its investment adviser inspection program. The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. Comments will be collected for 60 days following publication of the proposals in the Federal Register. (Press Rel. 2002-139) ENFORCEMENT PROCEEDINGS COMMISSION FILES FINANCIAL FRAUD CASE AGAINST SOUTHERN CALIFORNIA MANUFACTURER AND ITS FORMER CFO; FORMER CFO ALSO AGREES TO PLEAD GUILTY IN ACTION BROUGHT BY UNITED STATES ATTORNEY'S OFFICE The Commission and the United States Attorney's Office for the Central District of California announced today the filing of civil and criminal charges in Los Angeles against Peter Bromberg, the former CFO of Motorcar Parts and Accessories, Inc., and civil charges against Motorcar, alleging financial fraud. The Commission's complaint and the Justice Department's criminal charges allege that Bromberg engaged in fraudulent accounting practices and falsified Motorcar's books and records, thereby causing Motorcar to issue false and misleading financial information to the investing public. The Commission's complaint alleges that Motorcar and Bromberg overstated the company's pre-tax earnings for fiscal year 1997 by $3,391,000 (59.8%) and for fiscal year 1998 by $3,576,000 (49.6%), that the overstated earnings figures were reported to the public in Motorcar's annual reports on Form 10-K filed with the Commission for the fiscal years ended March 31, 1997 and 1998, and that Motorcar included its false 1997 financial statements in a registration statement filed with the Commission in October 1997, for an offering that raised $19.8 million. In a criminal information filed today against Bromberg, the United States Attorney's Office alleges that Bromberg knowingly made false and misleading statements about Motorcar's financial condition and performance in its 1997 and 1998 Forms 10-K. Bromberg has agreed to plead guilty to these charges, which are based on fraudulent conduct similar to that described in the SEC's civil complaint. The two defendants are: * Motorcar Parts and Accessories, Inc., a public company based in Torrance, California, which remanufactures automotive alternators and starters. During 1997 and 1998, Motorcar stock was traded on Nasdaq. Motorcar's stock was delisted by Nasdaq in 1999 and now trades on the over-the-counter market (symbol: MPAA). * Peter Bromberg, 38, a resident of Wellington, Florida. Bromberg was Motorcar's CFO from 1994 until he resigned in May 1999. He is a Certified Public Accountant, licensed in New York. The criminal and civil charges against Motorcar and Bromberg focus on how Motorcar accounted for and credited customers for returned parts. Motorcar's remanufacturing business starts when customers return used alternators and starters, called "cores." Motorcar gives its customers credit for the returned cores, but does not issue these credits to the customers until after Motorcar checks the cores in to its inventory. Because there was a delay in checking returned product in to inventory and processing the related credits, Motorcar's policy was to establish reserves for credits due to its customers. The effect of this reserve on Motorcar's financial statements was to reduce its earnings. The Commission alleges that Motorcar and Bromberg committed financial fraud through two schemes relating to returned cores and customer credits: * Motorcar delayed processing of product returns by not checking them in to inventory. Motorcar had a significant number of product returns from its customers, and it should have either checked them in to inventory or set up a reserve for them. Instead, Motorcar and Bromberg hid these returns from Motorcar's independent auditors by shipping them in trailers to offsite storage. After the audit, Motorcar and Bromberg allowed the returns to be checked in to inventory. * Motorcar and Bromberg understated the reserve for returns and delayed issuing credits to its customers. Motorcar and Bromberg prepared false schedules for Motorcar's independent auditors by deleting returns from these schedules, which were used to support the reserve that was established for unprocessed credits. Motorcar and Bromberg delayed processing customer credits until after the audit. As a result, Motorcar and Bromberg concealed the true amount of the reserve from Motorcar's auditors. Finally, the Commission's complaint alleges that in April 1999, Bromberg improperly reversed $544,000 of accounts payable that Motorcar had properly recorded in the fourth quarter of fiscal 1999. Bromberg allegedly reversed the accounts payable to enhance the company's earnings. Motorcar did not issue any financial statements that included these improperly reversed amounts. In 1999, Motorcar notified the Commission of a report from its independent auditors indicating that an illegal act had or may have occurred. The Commission charged Motorcar and Bromberg with violating or aiding and abetting violations of numerous provisions of the federal securities laws, including the antifraud provisions (Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder), reporting provisions (Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder), record- keeping provisions (Section 13(b)(2)(A) of the Exchange Act, and additionally as to Bromberg, Rule 13b2-1 thereunder), internal controls provisions (Section 13(b)(2)(B) of the Exchange Act, and additionally as to Bromberg, Section 13(b)(5) of the Exchange Act), and that Bromberg also violated the lying to the auditors provisions (Rule 13b2-2 under the Exchange Act). Simultaneous with the filing of the complaint in the United States District Court for the Central District of California, Motorcar settled the Commission's action without admitting or denying the complaint's allegations. Motorcar agreed not to commit future violations of the charged federal securities laws. As to Bromberg, the Commission seeks a permanent injunction, an order barring him from serving as an officer or director of a public company, disgorgement of ill-gotten gains, and civil penalties. In the related criminal case, Bromberg has agreed to plead guilty to a two-count information charging him with making false statements in two Form 10-K reports that were filed with the Commission. In a plea agreement filed this morning, Bromberg admitted that he directed Motorcar employees to engage in fraudulent accounting practices and to falsify Motorcar's books and records, thereby causing false and misleading statements to be made to the investing public about Motorcar's revenues and income. Bromberg's plea results from conduct similar to that alleged in the Commission's complaint. This case is the product of an investigation by the Securities and Exchange Commission, the United States Attorney's Office in Los Angeles, the Federal Bureau of Investigation, and the U.S. Postal Inspection Service. The Commission's investigation is continuing. [SEC v. Motorcar Parts & Accessories, Inc. and Peter Bromberg, USDC for the Central District of California, Civil Action No. CV02-7269 DT, SHx] (LR- 17736; AAE Rel. 1629) FEDERAL JUDGE ORDERS DEFENDANT IN COMMISSION ACTION TO PROVIDE INFORMATION TO COMMISSION AND APPEAR IN COURT OR FACE BEING HELD IN CONTEMPT The Commission announced that, during a hearing on September 16 a Rhode Island federal judge announced that Dennis Herula would face being held in contempt of court unless he provides the Commission with certain financial information by September 23 and appears in court at a hearing on October 10. Herula is a defendant in a civil fraud action brought by the Commission in April 2002. In that case, the Commission alleged that Herula and others defrauded investors of over $50 million in a "prime bank" scheme that promised returns as high as 300% in twelve business days. On May 8, the court issued a written order imposing preliminary injunctions and asset freezes against Herula, his wife - Mary Lee Capalbo - and others, and also ordered them to provide the Commission with information concerning, among other things, their bank accounts and money they raised from investors. The Commission filed a motion on July 23 seeking a final judgment against Herula and Capalbo based on their failures to respond to the Commission's complaint. On August 8, the Commission also filed a contempt motion against Herula and Capalbo based on their failures to provide the information required by the court's order, and their acceptance and dissipation of additional investor funds in direct violation of the preliminary injunction order. The court issued an order on September 9 requiring both Herula and Capalbo to appear on September 16 for a hearing on these issues. Capalbo did not appear in court for the September 16 hearing; however, Capalbo's attorney submitted an affidavit from her doctor stating Capalbo was under his care and was unable to travel or appear in court. The judge subsequently ordered the Commission to retain an independent doctor to examine Capalbo and provide the court with a diagnosis of Capalbo's condition. The court also rescheduled the hearing as to Capalbo for October 10, 2002, and ordered Capalbo to appear at that time unless the independent doctor determines that she is unable to appear for medical reasons. The court took the motion for a final judgment against Herula under advisement and, with regard to the contempt motion, ordered Herula to provide certain information to the Commission staff by 4:00 p.m. on September 23, and to appear on October 10. Herula is also a defendant and Capalbo is a relief defendant in a separate action filed by the Commission on July 31, 2002. In that action, the Commission alleges that investors were defrauded $40 million in another "prime bank" scheme in which investors were promised exorbitant returns. See Litigation Release No. For further information, please see Litigation Release Numbers 17652 (August 2, 2002), 17461 (April 5, 2002) and 17514 (May 13, 2002). [SEC v. Dennis Herula, et al., USDC, D RI, C.A. No. 02 154 MI] (LR-17737) INVESTMENT COMPANY ACT RELEASES TCW CONVERTIBLE SECURITIES FUND, INC. A notice has been issued giving interested persons until October 7, 2002, to request a hearing on an application filed by TCW Convertible Securities Fund, Inc. for an order under Section 6(c) of the Investment Company Act granting an exemption from Section 19(b) of the Act and rule 19b-1 under the Act. The order would permit the applicant to make up to four long-term capital gains distributions in any one taxable year, so long as it maintains in effect a distribution policy calling for quarterly distributions of a fixed dollar amount or a fixed percentage of net asset value. (Rel. IC-25730 - September 13) PREFERRED LIFE INSURANCE COMPANY OF NEW YORK, ET AL. An order been issued on an application filed by Preferred Life Insurance Company of New York (Preferred), Preferred Life Variable Account C, and USAllianz Investor Services, LLC (collectively, Applicants). Applicants have been granted exemptions under Section 6(c) of the Investment Company Act from Sections 2(a)(32) and 27(i)(2)(A) of the Act and Rule 22c-1 thereunder to permit the recapture during the free look period of certain bonus credits applied to purchase payments made under certain variable annuity contracts issued by Preferred. The order also extends to certain National Association of Securities Dealers, Inc. member broker-dealers which may, in the future, act as principal underwriter of the variable annuity contracts as well as variable annuity contracts issued in the future. (Rel. IC-25731 - September 13) NATIONAL EQUITY TRUST AND PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC An order has been issued on an application filed by National Equity Trust and Prudential Investment Management Services LLC under Sections 6(c) and 17(b) of the Investment Company Act granting an exemption from Section 17(a) of the Act. The order, which supersedes a prior order, permits certain terminating series of a unit investment trust (UIT) to sell portfolio securities to certain new series of the UIT. (Rel. IC- 25733 - September 17) USALLIANZ VARIABLE INSURANCE PRODUCTS TRUST AND USALLIANZ ADVISERS, LLC An order has been issued on an application filed by USAllianz Variable Insurance Products Trust and USAllianz Advisers, LLC 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-25734 - September 17) PRUDENTIAL INVESTMENTS LLC, ET AL. A notice has been issued giving interested persons until October 15, 2002, to request a hearing on an application filed by Prudential Investments LLC, et al. for an order that would grant relief from Sections 10(f), 12(d)(3), 17(a), and 17(e) of the Investment Company and from Rule 17e-1 under the Act. The order would permit certain registered open-end management investment companies advised by several investment advisers to engage in principal and brokerage transactions with a broker-dealer affiliated with one of the investment advisers and to purchase securities in certain underwritings. The transactions would be between the broker-dealer and a portion of the investment company's portfolio not advised by the adviser affiliated with that broker-dealer. The order also would permit these investment companies not to aggregate certain purchases from an underwriting syndicate. Further, applicants request relief to permit a portion of an investment company's portfolio to purchase securities issued by a broker-dealer, which is an affiliated person of an investment adviser to another portion, subject otherwise to the limits in Rule 12d3-1 under the Act. (Rel. IC-25736 - September 18) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGE A proposed rule change has been filed by the Philadelphia Stock Exchange relating to Clerks (SR-Phlx-2001-104). The proposed rule change would define and set forth permitted and prohibited activities of Clerks on the Phlx's Options Floor. Publication of the proposal is expected in the Federal Register during the week of September 23. (Rel. 34-46505) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the Chicago Board Options Exchange has become immediately effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934 (SR-CBOE-2002-54). Specifically, the proposed rule change allows the listing of options on Exchange Traded Funds at $1 strike price intervals. Publication of the proposal is expected in the Federal Register during the week of September 23. (Rel. 34-46507) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change submitted (SR-ISE-2001- 19) by the International Securities Exchange relating to facilitation of customer orders. Publication of the order in the Federal Register is expected during the week of September 23. (Rel. 34-46514) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . SB-2 PHOENIX REAL ESTATE DEVELOPMENT INC, 2121 30TH STREET, BOULDER, CO, 80301, 3034493434 - 1,500,000 ($150,000.00) Equity, (File 333-99759 - Sep. 19) (BR. ) S-8 MDSI MOBILE DATA SOLUTIONS INC /CAN/, 10271 SHELLBRIDGE WAY, STE 135, RICHMOND B C CANADA, A1, 00000, 6042709939 - 100,000 ($323,040.00) Equity, (File 333-99761 - Sep. 19) (BR. 03) SB-2 TRANSMERIDIAN EXPLORATION INC, 11811 NORTH FREEWAY SUITE 500, HOUSTON, TX, 77060, 281-591-47 - 27,000,000 ($9,000,000.00) Other, (File 333-99763 - Sep. 19) (BR. 04) S-8 OASIS ENTERTAINMENTS FOURTH MOVIE PROJECT INC, 24843 DEL PRADO, SUITE 326, DANA POINT, CA, 92629, 9494877295 - 2,500,000 ($100,000.00) Debt Convertible into Equity, (File 333-99765 - Sep. 19) (BR. 01) S-1 SOUND FEDERAL BANCORP, 300 MAMARONECK AVE, MAMARONECK, NY, 10543-2647, 9146986400 - 13,225,000 ($132,250,000.00) Equity, (File 333-99767 - Sep. 19) (BR. 07) S-3 CRESCENT REAL ESTATE EQUITIES LTD PARTNERSHIP, 777 MAIN STREET, SUITE 2100, FORT WORTH, TX, 76102, 8178770477 - 0 ($50,000,000.00) Non-Convertible Debt, (File 333-99777 - Sep. 19) (BR. 08) S-3 BIOPURE CORP, 11 HURLEY ST, CAMBRIDGE, MA, 02141, 6172346500 - 0 ($815,002.50) Equity, (File 333-99789 - Sep. 19) (BR. 01) S-8 NICHOLAS INVESTMENT CO INC, P O BOX 370420, SAN DIEGO, CA, 92137, 10,000,000 ($500,000.00) Equity, (File 333-99791 - Sep. 19) (BR. 08) S-8 PROXIM CORP, 1196 BORREGAS AVE, SUNNYVALE, CA, 94089, 4085425200 - 0 ($546,433.28) Equity, (File 333-99793 - Sep. 19) (BR. 37) S-8 MEDICAL TECHNOLOGY & INNOVATIONS INC /FL/, 615 CENTERVILLE ROAD, LANCASTER, PA, 17601, 7178926770 - 1,100,000 ($7.08) Equity, (File 333-99795 - Sep. 19) (BR. 05) S-8 PENNROCK FINANCIAL SERVICES CORP, 1060 MAIN ST, P O BOX 580, BLUE BALL, PA, 17560, 7173544541 - 500,000 ($14,215,000.00) Equity, (File 333-99797 - Sep. 19) (BR. 07) S-8 HOUSTON EXPLORATION CO, 1100 LOUISIANA STREET, SUITE 2000, HOUSTON, TX, 77002-5219, 713-830-6800 - 0 ($45,803,745.00) Equity, (File 333-99799 - Sep. 19) (BR. 04) SB-2 KINGTHOMASON GROUP INC, 3180 CROW CANYON PLACE, #205, OALAHOMA CITY, OK, 73116, 4058481581 - 21,000 ($4,725.00) Equity, (File 333-99801 - Sep. 19) (BR. 01) N-2 BIDFUND TWO PERCENT, 65 SOUTH MAIN ST, SUITE A301, PENNINGTON, NJ, 08534, 100,000 ($1,000,000.00) Equity, (File 333-99803 - Sep. 19) (BR. ) S-8 VULCAN MATERIALS CO, 1200 URBAN CENTER DRIVE, BIRMINGHAM, AL, 35242, 2052983000 - 200,000 ($7,814,000.00) Equity, (File 333-99805 - Sep. 19) (BR. 04) S-8 VULCAN MATERIALS CO, 1200 URBAN CENTER DRIVE, BIRMINGHAM, AL, 35242, 2052983000 - 200,000 ($7,814,000.00) Equity, (File 333-99807 - Sep. 19) (BR. 04) S-1 SPECTRA SYSTEMS CORP, 321 SOUTH MAIN STREET, STE 102, PROVIDENCE, RI, 02903, 4012744700 - 0 ($60,000,000.00) Equity, (File 333-99809 - Sep. 19) (BR. ) SB-2 CCSB FINANCIAL CORP, 0 ($9,786,500.00) Equity, (File 333-99811 - Sep. 19) (BR. ) S-8 SOUTHERN HERITAGE BANCORP INC, 3461 ATLANTA HIGHWAY, FLOWERY BRANCH, GA, 30542, 7705311240 - 300,000 ($3,181,000.00) Equity, (File 333-99813 - Sep. 19) (BR. 07) SB-2 ENVISION ACQUISITION CORP, 67 LANGDON PL, LYNBROOK, NY, 11563, 5162563215 - 1,000,000 ($500,000.00) Equity, (File 333-99815 - Sep. 19) (BR. ) S-8 BELMONT BANCORP, PO BOX 249, ST CLAIRSVILLE, OH, 43950, 7406953323 - 0 ($4,080,000.00) Equity, (File 333-99821 - Sep. 19) (BR. 07) S-8 GROUP MANAGEMENT CORP, 12503 EXCHANGE BOULEVARD, SUITE 554, STAFFORD, TX, 77477, 2812424744 - 985,000 ($123,125.00) Equity, (File 333-99825 - Sep. 19) (BR. 09) S-8 SOUTHERN STATES POWER CO INC, 4505 ALLSTATE DRIVE, SUITE 108, RIVERSIDE, CA, 92501, 9093672463 - 13,691,210 ($410,736.30) Equity, (File 333-99827 - Sep. 19) (BR. 09) S-8 FOOT LOCKER INC, 112 WEST 34TH STREET, 233 BROADWAY, NEW YORK, NY, 10120, 2127204477 - 515,000 ($5,057,300.00) Equity, (File 333-99829 - Sep. 19) (BR. 02) S-3 AMERICREDIT CORP, 801 CHERRY STREET, SUITE 3900, FORT WORTH, TX, 76102, 8173027000 - 0 ($100,000,000.00) Other, (File 333-99831 - Sep. 19) (BR. 07) S-3 MOBILITY ELECTRONICS INC, 7955 E REDFIELD RD, SCOTTSDALE, AZ, 85260, 4805960061 - 0 ($1,538,799.75) Equity, (File 333-99845 - Sep. 19) (BR. 03) S-11 WACHOVIA PREFERRED FUNDING CORP, 301 SOUTH COLLEGE ST, CHARLOTTE, NC, 28288, 7043746558 - 12,000,000 ($300,000,000.00) Equity, (File 333-99847 - Sep. 19) (BR. ) S-8 UNITED COMMUNITY BANKS INC, P O BOX 398, 59 HIGHWAY 515, BLAIRSVILLE, GA, 30512, 5818073041 - 1,303,000 ($32,705,300.00) Equity, (File 333-99849 - Sep. 19) (BR. 07) SB-2 SUPPLY CHAIN SERVICES INC, C/O STE E 15/F LEE COMMERCIAL BUILDING, 40 D AGUILAR STREET CENTRAL, HONG KONG, K3, 00000, 6,625,000 ($53,000.00) Equity, (File 333-99851 - Sep. 19) (BR. 08) S-8 MERCANTILE BANK CORP, 5650 BYRON CENTER AVENUE S. W., WYOMING, MI, 49509, 616 406-3000 - 25,000 ($523,750.00) Equity, (File 333-99853 - Sep. 19) (BR. 07) S-4 STEEL DYNAMICS INC, 7030 POINTE INVERNESS WAY, SUITE 310, FORT WAYNE, IN, 46804, 2194593553 - 0 ($200,000,000.00) Non-Convertible Debt, (File 333-99855 - Sep. 19) (BR. 06) S-1 ALLIED SECURITY INC, 3606 HORIZON DRIVE, KING OF PRUSSIA, PA, 19406, 6102391100 - 0 ($103,500,000.00) Equity, (File 333-99857 - Sep. 19) (BR. ) S-8 SANDERS MORRIS HARRIS GROUP INC, 600 TRAVIS, SUITE 2900, HOUSTON, TX, 77002, 7139934610 - 0 ($11,081,423.00) Equity, (File 333-99859 - Sep. 19) (BR. 07) S-1 PHARMACY BUYING ASSOCIATION INC, 1575 NORTH UNIVERSAL AVE, SUITE 100, KANSAS CITY, MO, 64120, 8162455700 - 5,000 ($2,750,000.00) Equity, (File 333-99861 - Sep. 19) (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 ---------------------------------------------------------------------------------- 21ST CENTURY TECHNOLOGIES INC NV X 09/16/02 ALLETE INC MN X 09/19/02 ALLIANCE PHARMACEUTICAL CORP NY X X 09/19/02 AMCAST INDUSTRIAL CORP OH X X 08/06/02 AMERICAN ECOLOGY CORP DE X X 09/16/02 AMERICAN RIVER HOLDINGS CA X X 09/19/02 AMERICAN WATER STAR INC NV X X X 07/06/02 AMERIQUEST MORTGAGE SECURITIES INC DE X X X 06/07/02 AMERISERV FINANCIAL INC /PA/ PA X 09/19/02 AMERIVEST PROPERTIES INC MD X X 09/05/02 ASHLAND INC KY X 09/19/02 ASSET BACKED FUNDING CORP ASSET BK FU DE X X 03/25/02 ASSET BACKED FUNDING CORP ASSET BK FU DE X X 06/25/02 AUTONATION INC /FL DE X X 09/19/02 BANC OF AMERICA COMMERCIAL MORT PASS DE X X 09/18/02 BEAR STEARNS COMPANIES INC DE X X 09/18/02 BECTON DICKINSON & CO NJ X 09/19/02 BICO INC/PA PA X 09/19/02 BOOK CORP OF AMERICA UT X 09/20/02 BOUNDLESS VISION INC NV X 09/03/02 BUTLER NATIONAL CORP DE X 09/18/02 CALLON PETROLEUM CO DE X X 09/16/02 CAPITAL BEVERAGE CORP DE X X 06/30/02 CAPITAL DOME INC CO X X 09/10/02 CARDIMA INC DE X X 08/06/02 AMEND CASTELLE \CA\ DE X 09/16/02 CHAMPPS ENTERTAINMENT INC/ MA DE X 09/19/02 CHITTENDEN CORP /VT/ VT X X X 09/19/02 CNH CAPITAL RECEIVABLES INC DE X X 09/16/02 CNH RECEIVABLES INC DE X X 09/16/02 CNL RETIREMENT PROPERTIES INC MD X X 09/03/02 COMMERCE ONE INC / DE/ DE X X 09/18/02 CONAGRA FOODS INC /DE/ DE X X 09/19/02 CORNELL COMPANIES INC DE X X 09/18/02 CPS AUTO RECEIVABLES TRUST 1998-4 CA X 08/31/02 CUBIST PHARMACEUTICALS INC DE X X 09/17/02 CWMBS INC DE X X 03/28/02 DAISYTEK INTERNATIONAL CORPORATION /D DE X 05/07/02 AMEND DARDEN RESTAURANTS INC FL X X 09/18/02 DELTA APPAREL INC GA X 09/16/02 DIGITAL COURIER TECHNOLOGIES INC DE X 08/27/02 AMEND DYNEX CAPITAL INC VA X 12/31/01 EAGLE FAMILY FOODS HOLDINGS INC DE X X 09/13/02 EBS BUILDING LLC DE X 08/30/02 EMERGISOFT HOLDING INC NV X 09/19/02 EMPIRE FEDERAL BANCORP INC DE X X 09/19/02 ESB FINANCIAL CORP PA X X 09/17/02 EUNIVERSE INC NV X X 09/05/02 EUROPEAN TECHNOLOGY ENTERPRISES INC / X X 09/12/02 EXAR CORP DE X 09/19/02 FAMILY ROOM ENTERTAINMENT CORP NM X 09/16/02 FEDERAL SECURITY PROTECTION SERVICES DE X 09/06/02 FEI CO OR X 09/18/02 FFP MARKETING CO INC TX X 09/19/02 FISCHER IMAGING CORP DE X 09/17/02 FISERV INC WI X 09/18/02 FLEXXTECH CORP NV X X X 09/19/02 GARDNER DENVER INC DE X X 09/17/02 GENELABS TECHNOLOGIES INC /CA CA X X 09/19/02 GENERAL MAGIC INC DE X X 09/18/02 GEORGIA BANCSHARES INC// GA X X 09/19/02 GOLDEN TELECOM INC DE X X 09/17/02 GOLDFIELD CORP DE X X 09/17/02 GOSUN COMMUNICATIONS LTD INC TX X 06/10/02 AMEND GREENE COUNTY BANCSHARES INC TN X X 09/17/02 HEALTHTRAC INC X 09/18/02 INDYMAC ABS INC DE X X 09/19/02 INTEGRATED INFORMATION SYSTEMS INC DE X 09/19/02 INTERACTIVE MOTORSPORTS & ENTERTAINME IN X X 09/17/02 INTERVOICE INC TX X X 08/08/02 INTERVOICE INC TX X X 09/18/02 ITIS INC DE X X 09/16/02 ITXC CORP NJ X X 09/17/02 IVILLAGE INC DE X X 09/18/02 JUNUM INC DE X X 09/04/02 KERR 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