SEC NEWS DIGEST Issue 2002-229 November 27, 2002 COMMISSION ANNOUNCEMENTS COMMISSION MEETING CLOSED MEETING - TUESDAY, DECEMBER 3, 2002 - 10:00 A.M. The subject matter of the closed meeting scheduled for Tuesday, December 3, 2002, will be institution and settlement of administrative proceedings of an enforcement nature; settlement of injunctive actions; and amicus consideration. SEC PROPOSES ISSUER STOCK REPURCHASE AMENDMENTS, NEW RULE TO CLARIFY REGULATORY STATUS OF R&D COMPANIES On November 26, the Securities and Exchange Commission proposed amendments that would facilitate and increase disclosure of company repurchases of equity securities. The Commission also proposed a new rule to clarify the status of research and development companies under the Investment Company Act of 1940. Proposed Amendments to Rule 10b-18's "Safe Harbor" and New Disclosure Provisions Regarding Issuer Repurchases of Equity Securities The Commission proposed amendments to Rule 10b-18 under the Securities Exchange Act of 1934, which provides a "safe harbor" from charges of manipulation when an issuer purchases its common stock within the limitations specified in the rule. The proposed amendments would simplify and update the safe harbor provisions to reflect market developments since the Rule's adoption. The principal proposed changes include: * easing the timing limitation to allow issuers of "actively traded" securities to stay in the market up to 10 minutes before the scheduled close of trading, instead of the current 30-minute limitation. * expanding the safe harbor for issuer repurchases when the market is severely distressed, by allowing an issuer to purchase up to 100% of its security's average daily trading volume during the trading session immediately following a "market-wide trading suspension." * eliminating the "block exception" from the volume limitation. To qualify for the safe harbor under the proposed amendments, issuers would have to include their block purchases in applying the rule's 25% average daily trading volume limitation. Issuers, however, would be able to include their block purchases in calculating a security's average daily trading volume, which would increase the amount that some issuers could repurchase under the safe harbor. To enhance the transparency of issuer repurchases, the Commission also proposed that Regulations S-K and S-B under the Exchange Act, related Exchange Act Forms, including Form 20-F, and proposed Form N-CSR (for closed-end funds) be amended to require periodic disclosure of all issuer repurchases, including those made in reliance on Rule 10b-18. Under the proposal, issuers would be required to disclose, among other things, the total number of shares repurchased during the past quarter, the average price paid per share, the identity of any broker-dealers used to effect the purchases, the number of shares purchased as part of a publicly announced repurchase plan or program, and the number of shares remaining to be purchased under the plan or program. The Commission invites public comment on the proposed amendments, including the applicability of the safe harbor during after-hours trading sessions, what effects, if any, decimal pricing has had on the rule's operation, and the applicability of the safe harbor conditions with respect to electronic communication networks (ECNs) and alternative trading systems (ATSs). Comments should be received within 60 days of publication of the proposed amendments in the Federal Register. Proposed New Rule 3a-8 Under the Investment Company Act of 1940 that would Provide a Nonexclusive Safe Harbor from the Definition of Investment Company for Certain Research and Development Companies. The Commission proposed new Rule 3a-8 under the Investment Company Act to modernize the test that R&D companies use in determining their status under the Act. R&D companies tend to have few tangible assets and often hold large amounts of capital in liquid instruments so that funds are readily accessible for research and development activities. Some R&D companies also enter into strategic alliances that may include a strategic investment, where one R&D company purchases a non-controlling securities position in another R&D company. As a result, an R&D company may inadvertently fall within the definition of investment company. The proposed rule would serve as a nonexclusive safe harbor from the definition of investment company in Section 3(a)(1) of the Act. The analysis set forth in the proposed rule generally focuses on an R&D company's use of its capital and other indicia of the company's primary engagement in a non-investment business. Generally, a company would be eligible to rely on the rule's nonexclusive safe harbor if it: * has research and development expenses that are a substantial percentage of its total expenses for its last four fiscal quarters combined and that equal at least half of its investment revenues for that period; * has investment-related expenses that do not exceed five percent of its total expenses for its last four fiscal quarters combined; * makes its investments to conserve capital and liquidity until it uses the funds in its primary business subject to certain exceptions; and * is primarily engaged, directly or through a company or companies that it controls primarily, in a noninvestment business, as evidenced by the activities of its officers, directors and employees, its public representations of policies, and its historical development. The Commission invites public comment on the proposed rule. Comments should be received by January 15, 2003. The full text of the detailed releases concerning the Commission proposals will be posted to the SEC Web site as soon as possible. (Press Rel. 2002-170) ENFORCEMENT PROCEEDINGS SEC OBTAINS PRELIMINARY INJUNCTION, RECEIVERSHIP ORDER, ASSET FREEZES, AND OTHER RELIEF 1N CASE CHARGING FINANCIAL FRAUD AT COMPANY CONTROLLED BY CRIMINAL RECIDIVISTS On November 21, Judge John S. Martin of the United States District Court for the Southern District of New York granted the Commission's application for preliminary relief pending the final determination of the Commission's case against 800 America.com, Inc. (800America), an Over-the-Counter Bulletin Board company and purported internet retailer; David Elie Rabi (Rabi), chief executive, officer, chief financial officer, and a director of 800America; and Tillie Ruth Steeples (Steeples), an undisclosed control person of 800America. The Commission alleges that the defendants falsified financial results for 800America since at least 2000, unlawfully sold unregistered stock through nominee accounts, failed to disclose the criminal histories of Rabi and Steeples, and made other misrepresentations. Specifically, the court's order provides that, pending the final determination of the case, the defendants are preliminarily enjoined from violating antifraud, registration, books and records, and other provisions of the federal securities laws; defendants' assets and certain nominee brokerage accounts are frozen; the defendants are required to submit accountings; a temporary receiver has been appointed over 800America; Rabi and Steeples are enjoined from acting as officers or directors of public companies and from participating in the offering of penny stocks; the defendants must repatriate assets held abroad; the defendants are prohibited from destroying documents and other evidence; and the defendants are prohibited from tampering with witnesses, suborning perjury or otherwise impeding this case. The complaint alleges that: To create the image of a vibrant, enterprise, the defendants fraudulently reported millions in fictitious earnings, revenues, expenses, and assets. To conceal the true results, they created fictitious periodic bank statements, checks, invoices and a general ledger, which they supplied to 800America's auditor. Rabi and Steeples sold unregistered 800America stock through nominee accounts in violation of the registration provisions of the securities laws, and at a substantial profit to themselves. Rabi and Steeples also misappropriated company assets. 800America issued a press release falsely denying Rabi's criminal past and failed to disclose that Steeples is a control person of the company. The company's most recent 10-KSB lists as officers and directors several individuals who either have left the company or cannot be located by the company. As to the three defendants, the complaint alleges that: 1. 800America is a Nevada corporation, has an executive office in New York, and has operations at 13011 North Mount Juliet Road, Mount Juliet, Tennessee. 800America purports to own and operate several Internet websites that retail various products, particularly clothing, or that provide links to websites of other retailers. 2. Rabi, age approximately 62, was the Chief Executive Officer, the Chief Financial Officer, a Director, arid the majority shareholder of 800America. Rabi also served as 800America's President for most of the period from July 9, 1999 through January 2002. On January 3, 1997, Rabi pleaded guilty in McCracken County, Kentucky, to state felony charges of securities fraud, acting as an unregistered broker dealer, and selling unregistered securities. Rabi was sentenced to four years imprisonment, which was commuted, based on the four years Rabi had already served in Tennessee state prison fighting extradition to Kentucky on these charges. 3. Steeples, age 55 was not disclosed as having any affiliation with 800America in 800America's public filings, but was acting as an undisclosed control person of the company. Among other things, she controlled some of 800America's bank accounts, and represented that she was 800America's Secretary, both in her own name and under the alias "Ruth Walley." On November 14, 1996, in Nashville, Tennessee, Steeples pleaded guilty to delivering cocaine into a prison. Steeples was sentenced to six years imprisonment for this conduct, and was incarcerated from January 1, 1997 to November 24, 1999. The complaint charges violations of Sections 5(a), 5(c), and 17(a) of the Securities Act, Sections 10(b), 13(a), and 13(b)(2), 13(b)(5) of the Exchange Act, and Rules 10b-5, 12b-20, 13a-1, 13a-13, Rules 13b2-1 and 13b2-2 thereunder. As final relief, the Commission seeks permanent injunctions, disgorgement of all ill-gotten gains plus prejudgment interest, civil penalties, and, against Rabi and Steeples, final penny stock and officer and director bars and a forfeiture of stock under their control. The litigation is pending. See also LR-17835 (November 13, 2002). [SEC v. 800America.com, Inc., et al., S.D.N.Y. 02 Civ. 9046, JSM] (LR-17863) SEC CHARGES RYAN FONTAINE AND SIGNATURE INVESTMENTS HEDGE FUND WITH FRAUD The Securities and Exchange Commission announced today that it filed an enforcement action charging Ryan J. Fontaine and his related company, Simpleton Holdings Corporation a/k/a Signature Investments Hedge Fund, with fraud. The complaint, filed in the United States District Court for the Southern District of New York, alleges that from at least July 2002 through at least October 22, 2002, Signature, an unregistered investment company created and controlled by Fontaine, conducted an unregistered offering of Signature's shares over the Internet and made numerous false claims to investors and prospective investors. Specifically, the SEC's complaint charges that Fontaine and Signature deceived investors into investing in Signature by making false and misleading claims about Signature's track record, the amount of assets under management, and Signature's purported affiliation with several well-known financial institutions and professionals. The complaint names as defendants: * Ryan J. Fontaine, a 22 year-old college student who resides in Bloomfield Hills, Michigan with his parents. Fontaine, who purportedly acted as Signature's portfolio manager, is not registered with the Commission as an investment adviser or in any other capacity. * Simpleton Holdings Corporation a/k/a Signature Investments Hedge Fund, which was incorporated in Delaware on February 2, 2002. Signature is a purported investment company that, until recently, advertised itself and related investment advisory services on the Internet at http//www.signatureinvestments.com. Signature is not registered with the Commission as an investment company, investment adviser or in any other capacity. According to the complaint, beginning at least as early as July 2002 and continuing through at least October 22, 2002, Fontaine and Signature deceived investors into investing in Signature by fraudulently claiming, among other things, that Signature "averaged over a 39.5% annual return" over its 13-year history, including returns "during the bear market of the past 2 years [of ] over 21 % per year;" Signature had approximately $250 million under management; Salomon Smith Barney was the sub-adviser to Signature; and KPMG, LLP performed certain auditing services for Signature. The defendants also made false and misleading statements about various investment advisory services purportedly offered by Signature, such as a Roth IRA program and a 401 (k) program. All of these representations were false. Signature and Fontaine had no track record, much less the long and extraordinary one they claimed. Fontaine simply made up the performance returns in Signature's marketing materials. Signature never had anywhere near $250 million under management. Salomon Smith Barney was not advising Signature, and KPMG did not provide auditing or any other services to Signature. A purported KPMG audit report Fontaine sent to prospective investors was a forgery. The 401(k), IRA and other managed accounts described in Signature's marketing materials did not exist. The complaint charges Fontaine and Signature with 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; and charges Signature with violating Section 7 of the Investment Company Act. The complaint seeks permanent injunctive relief, disgorgement of ill-gotten gains with prejudgment interest, and civil penalties. The Commission has applied for a preliminary injunction, expedited discovery and other interim relief. Fontaine and Signature have consented to the requested interim relief, and to transfer to the Court registry funds in two Signature accounts, for return to investors. The litigation is pending. [SEC v. Ryan J. Fontaine and Simpleton Holdings Corporation, a/k/a Signature Investments Hedge Fund, 02 Civ. 9420, S.D.N.Y., MBM] (LR- 17864) ARI PARNES AND FIVE OTHER DEFENDANTS ENJOINED IN SEC ENFORCEMENT ACTION, DEFENDANTS TO PAY $890,000 The Securities and Exchange Commission announced today that it obtained permanent injunctions against all six defendants in this Commission enforcement action, and an order that the defendants pay a total of $890,000. The defendants are Ari Parnes; Parnes' company, ADAR Equities, LLC; two ADAR employees, Shauel Seitler and Jacob Herman; former Datek Securities broker Yezhak Dov Knoll; and lawyer Myron Raisman. U.S. District Court Judge Louis L. Stanton entered final judgments against the defendants on November 7, 2002. The Commission's complaint alleged two different schemes, an illegal offering scheme and a bank stock fraud scheme. The first scheme took illegal advantage of Regulation S, which permits U.S. issuers to offer and sell securities without registration to offshore investors under certain circumstances. The Commission's complaint alleged that Parnes, aided by employees at his company ADAR Equities, including Herman and Seitler, and by Datek Securities broker Knoll, used Reg S offerings to reap illegal profits for himself and others, in violation of the securities registration provisions of the Securities Act of 1933. The complaint also alleged that without registering as brokers or dealers, Parnes, Herman, and Seitler, on behalf of ADAR, participated in private placements of the securities of twelve issuers in violation of the broker-dealer registration provisions of the Securities Exchange Act of 1934. The Court, in connection with the allegations related to the first scheme, permanently enjoined Parnes, Seitler, and Herman from violating Sections 7(f) and 15(a) of the Exchange Act and Sections 5(a) and 5(c) of the Securities Act, permanently enjoined ADAR from violating Section 15(a) of the Exchange Act and Sections 5(a) and 5(c) of the Securities Act, and permanently enjoined Knoll from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Sections 5(a) and 5(c) of the Securities Act. The defendants consented, without admitting or denying the allegations, to the entry of the final judgments. In a related administrative action, Knoll, without admitting or denying the Commission's findings, consented to, the entry of a Commission order barring him from association with any broker or dealer with the right to reapply after three years. With respect to the second scheme, involving bank stock fraud, the Commission's complaint alleged that Parnes, aided by Raisman, profited by illegally buying subscription rights from depositors of banks converting from mutual to stock form. The Court, in connection with the allegations related to the second scheme, permanently enjoined Parnes and Raisman from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The defendants consented, without admitting or denying the allegations, to the entry of the final judgments. In addition to the permanent injunctions, the Court ordered Parnes to pay a total of $650,000, including disgorgement, prejudgment interest and a civil penalty, ordered ADAR, Seitler, Herman and Raisman each to pay a $50,000 civil penalty and ordered Knoll to pay a $40,000 civil penalty. These judgments conclude the Commission's civil litigation in this matter. (In the Matter of Yezhak Dov Knoll, Securities and Exchange Commission v. Ari Parnes, ADAR Equities, LLC Shauel Seitler, Jacob Herman, Yezhak Dov Knoll, and Myron Raisman, 01 Civ. 0763, LLS, S.D.N.Y., Rel. 34- 46910; File No. 3-10955, LR-17865) IN SEC V. WORLDCOM, COURT IMPOSES FULL INJUNCTIVE RELIEF, ORDERS EXTENSIVE REVIEWS OF CORPORATE GOVERNANCE SYSTEMS AND INTERNAL ACCOUNTING CONTROLS, AND ORDERS TRAINING AND EDUCATION PROGRAM TO MINIMIZE FUTURE VIOLATIONS; APPROPRIATENESS OF CIVIL PENALTIES TO BE DECIDED BY THE COURT AT A LATER DATE The Securities and Exchange Commission announced that a judgment of permanent injunction was entered today in its pending civil enforcement action against WorldCom, Inc. This judgment settles part, but not all, of the Commission's action against WorldCom. The judgment, signed by U.S. District Judge Jed S. Rakoff of the Southern District of New York: (1) imposes the full injunctive relief sought by the Commission, (2) orders an extensive review of the company's corporate governance systems, policies, plans, and practices, (3) orders an extensive review of the company's internal accounting control structure and policies, (4) orders that WorldCom provide reasonable training and education to certain officers and employees to minimize the possibility of future violations of the federal securities laws, and (5) provides that civil money penalties, if any, will be decided by the Court at a later date. The court reaffirmed the role of its appointed Corporate Monitor and retained jurisdiction for all purposes, including the imposition of further equitable relief and sanctions as may be determined following a hearing. WorldCom consented, without admitting or denying the allegations in the Commission's complaint, to the entry of the judgment. The Commission's investigation into matters related to WorldCom's financial fraud is continuing. The Commission's amended complaint alleges that WorldCom misled investors from at least as early as 1999 through the first quarter of 2002, and further states that the company has acknowledged that during that period, as a result of undisclosed and improper accounting, WorldCom materially overstated the income it reported on its financial statements by approximately $9 billion. The judgment entered today enjoins WorldCom from violating the antifraud provisions of the federal securities laws (specifically, Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act"), and Exchange Act Rule 10b-5), the reporting provisions (Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13 and 12b-20 thereunder), and the books and records and internal controls provisions (Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act). The judgment further orders that the report currently being prepared by WorldCom's Special Investigative Committee be transmitted to the Corporate Monitor, Richard Breeden, upon its completion, and that Mr. Breeden shall then review the adequacy and effectiveness of WorldCom's corporate governance systems, policies, plans, and practices. This review will include but is not limited to inquiries into (1) whether WorldCom is complying with recognized standards of "best practices" with respect to corporate governance; (2) whether WorldCom has sufficient policies and safeguards in place (a) to ensure that WorldCom's Board of Directors and all committees of WorldCom's Board of Directors (including without limitation the audit committee and the compensation committee) have appropriate powers, structure, composition, and resources and (b) to prevent self-dealing by management; (3) whether WorldCom has an adequate and appropriate code of ethics and business conduct, and related compliance mechanisms; and (4) whether WorldCom has appropriate safeguards in place to prevent further violations of the federal securities laws. Following his receipt of the report of the Special Investigative Committee, the Corporate Monitor shall submit to WorldCom's Board of Directors, the Court and the Commission a report setting forth his recommendations with respect to the corporate governance issues he has reviewed. Within 60 days of the receipt of the report of the Corporate Monitor with respect to corporate governance, WorldCom's Board of Directors shall report to the Court and the Commission with respect to the decisions and actions taken as a result of each of the recommendations made by the Corporate Monitor. The judgment further orders that WorldCom shall retain a qualified consultant, acceptable to the Commission, to perform a review of the effectiveness of WorldCom's material internal accounting control structure and policies, including those related to line costs, reserves, and capital expenditures, as well as the effectiveness and propriety of WorldCom's processes, practices and policies for ensuring that the Company's financial data is accurately reported in its public financial statements. The consultant must, within 30 days, develop a proposal for the review that is acceptable to the Commission. Any disagreements about the proposal will be resolved by the Corporate Monitor. Within 120 days after approval of the proposal, the consultant shall complete its review and submit to WorldCom's Board of Directors, the Court and the Commission, a report fully documenting the findings of its review and making specific recommendations. Within 60 days of the submission of the report, WorldCom's Board of Directors shall report to the Court and Commission with respect to the decisions and actions taken as a result of each of the recommendations made by the consultant. The judgment further orders that WorldCom shall provide reasonable training and education to certain of its officers and employees to minimize the possibility of future violations of the federal securities laws. Completion of such training shall be mandatory for WorldCom officers and employees involved in its corporate level accounting and financial reporting functions; for those officers and employees involved in financial reporting at WorldCom's major divisions and subsidiaries (including, specifically, those officers and employees responsible for closing the books in their area of responsibility at the end of a quarterly or annual reporting period); and for senior operational officers at WorldCom's corporate, divisional and subsidiary levels. Such training and education shall include, at a minimum, components covering the following subjects: the obligations imposed by the federal securities laws; proper internal accounting controls and procedures; recognizing indications of non-GAAP (generally accepted accounting principles) accounting practices or fraud most relevant to WorldCom's business endeavors; and the obligations incumbent upon, and the responses expected of, WorldCom officers and employees upon learning of illegal or potentially illegal acts concerning the company's accounting and financial reporting. WorldCom shall consult with the Commission in designing its training and education program, and shall submit to the Commission a detailed proposal within 60 days after entry of this judgment, which describes the content and implementation of the training and education program, in a form that is acceptable to the Commission. WorldCom shall commence providing initial training and education sessions within 60 days thereafter, and shall continue to provide such training and education on an annual basis, for a minimum period of three years after entry of this judgment. The judgment further provides that the amount of the civil penalty, if any, to be paid by WorldCom shall be determined by the Court in light of all the relevant facts and circumstances, following a hearing. At that hearing, the issues will be limited to determining the appropriateness and amount of any such civil penalty, WorldCom will be precluded from arguing that it did not violate the federal securities laws as alleged in the Commission's amended complaint, and the allegations of the complaint will be accepted as true by the Court. The Commission filed its initial complaint against WorldCom on June 26, 2002, the day after WorldCom announced that it intended to restate its financial results for five quarters-all quarters in 2001 and the first quarter of 2002 (LR-17588). The Commission filed an amended complaint against WorldCom on November 5 (LR-17829). The Commission's second enforcement action in this matter was filed against former WorldCom Controller David F. Myers on September 26 (LR-17753). The Commission's third enforcement action was filed against former WorldCom Director of General Accounting Buford "Buddy" Yates, Jr., on October 7 (LR-17771). The Commission's fourth enforcement action was filed against former WorldCom accounting managers Betty L. Vinson and Troy M. Normand on October 10 (LR-17783). On November 14, Judge Rakoff entered judgments against Myers and Yates that imposed injunctive relief and officer and director bars and provided that further relief will be decided at a later date (LR-17842). The Commission acknowledges the assistance and cooperation of the U.S. Attorney's Offices for the Southern District of New York and the Southern District of Mississippi, and the Federal Bureau of Investigation. [SEC v. WorldCom, Inc., Civil Action No. 02 CV 4963, JSR] (LR-17866; AAER-1678) INVESTMENT COMPANY ACT RELEASES NOTICES OF DEREGISTRATIONS UNDER THE INVESTMENT COMPANY ACT For the month of November, 2002, a notice has been issued giving interested persons until December 17, 2002, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act declaring that the applicant has ceased to be an investment company: Mercury Mid Cap Growth Fund, Inc. [File No. 811-10129] Mercury Premier Growth Fund, Inc. [File No. 811-9823] Mercury Focus Twenty Fund, Inc. [File No. 811-9825] Prudential High Yield Total Return Fund, Inc. [File No. 811-8101] Prudential Mortgage Income Fund, Inc. [File No. 811-3397] Managed Municipals Portfolio II Inc. [File No. 811-7046] SSBCiti Funds Inc. [File No. 811-9513] Century Shares Trust [File No. 811-19] Nations Fund Trust [File No. 811-4305] Nations Fund, Inc. [File No. 811-4614] The Capitol Mutual Funds d/b/a Nations Reserves [File No. 811-6030] Bailard, Biehl & Kaiser Fund Group [File No. 811-4828] Georgia Daily Municipal Income Fund, Inc. [File No. 811-8425] LaSalle Master Trust [File No. 811-8597] Merrill Lynch KECALP L.P. 1987 [File No. 811-4979] Merrill Lynch KECALP L.P. 1989 [File No. 811-5714] Franklin Asset Allocation Fund ]File No. 811-731] North Carolina Daily Municipal Income Fund, Inc. [File No. 811-6344] Alliance International Fund [File No. 811-3130] (Rel. IC-25831 - November 22) CREDIT SUISSE ASSET MANAGEMENT, LLC, ET AL. An order has been issued on an application filed by Credit Suisse Asset Management, LLC, et al. exempting applicants from Sections 12(d)(1), 17(a) and 17(e) of the Investment Company Act and under Section 17(d) and Rule 17d-1 under the Act to permit certain joint transactions. The order permits (a) certain investment companies and other institutional investors to use cash collateral from securities lending transactions (Cash Collateral) and uninvested cash to purchase shares of certain registered open-end management investment companies and private investment companies (Investment Funds); (b) an affiliated entity to accept fees from certain registered investment companies for acting as securities lending agent; (c) certain affiliated broker-dealers to borrow portfolio securities from registered investment companies and to receive brokerage commissions from, and to engage in principal securities transactions with, registered investment companies that are affiliated with the broker-dealers solely as a result of investing Cash Collateral in the Investment Funds; and (d) certain investment companies, other institutional investors and the Investment Funds to engage in certain purchase and sale transactions with each other. (Rel. IC-25832 - November 22) INTEGRITY LIFE INSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until December 20, 2002, to request a hearing on an application filed by Integrity Life Insurance Company, et al. Applicants seek an order pursuant to Section 26(c) of the Investment Company Act to permit substitution of shares of certain portfolios of variable insurance product funds for shares of portfolios of certain other variable insurance products funds. (Rel. IC- 5833 - November 26) HOLDING COMPANY ACT RELEASE NORTHEAST GAS MARKETS LLC, ET AL. A notice has been issued giving interested persons until December 17, 2002, to request a hearing on a proposal by Northeast Gas Markets LLC (NEGM), a nonutility subsidiary of KeySpan Corporation (KeySpan), a registered holding company; and KeySpan's utility subsidiaries Brooklyn Union Gas Company d/b/a KeySpan Energy Delivery New York; KeySpan Gas East Corporation d/b/a KeySpan Energy Delivery Long Island; Boston Gas d/b/a KeySpan Energy Delivery New England; Essex Gas Company d/b/a KeySpan Energy Delivery New England; and EnergyNorth Natural Gas, Inc. d/b/a KeySpan Energy Delivery New England (collectively, Applicants). Applicants seek authorization for NEGM to provide gas contract services to the above KeySpan gas utilities (KeySpan Gas Utilities) and for NEGM to enter into future agreements to provide contract services to the KeySpan Gas Utilities with respect to their gas supplies. (Rel. 35-27607) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change filed by the Philadelphia Stock Exchange to amend its schedule of dues, fees and charges relating to floor brokerage assessments (SR-Phlx2002-70) 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 December 2, 2002. (Rel. 34-46875) A proposed rule change filed by the National Association of Securities Dealers relating to fees for the Trade Reporting and Compliance Engine (TRACE) (SR-NASD-2002-167) 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 December 2, 2002. (Rel. 34-46893) APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change (SR-Amex-2001-06) and Amendment Nos. 1, 2, and 3 thereto submitted by the American Stock Exchange pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 relating to relief and temporary specialists. Publication of the order is expected in the Federal Register during the week of December 2, 2002. (Rel. 34-46857) The Commission granted approval to a proposed rule change filed by the Cincinnati Stock Exchange (SR-CSE-2002-04) under Section 19(b)(1) of the Securities Exchange Act of 1934 regarding the introduction of order delivery and automated response for trading of Nasdaq and listed securities. (Rel. 34-46872) The Commission approved a proposed rule change (SR-Phlx-2002-39) and granted accelerated approval to Amendment Nos. l and 2 thereto submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by the Philadelphia Stock Exchange relating to automatic executions for eligible orders at the Exchange's disseminated size, subject to a minimum and maximum eligible size range to be determined by the specialist, on an issue-by-issue basis. Publication of the proposal is expected in the Federal Register during the week of December 2, 2002. (Rel. 34-46886) The Commission approved a proposed rule change (SR-NASD-2002-85) submitted under Rule 19b-4 by the National Association of Securities Dealers relating to issuer disclosure of material information. Publication of the order in the Federal Register is expected during the week of December 1, 2002. (Rel. 34-46901) The Commission granted approval of a proposed rule change (File No. SR- NSCC-200206) filed by National Securities Clearing Corporation under Section 19(b)(1) of the Securities Exchange Act of 1934 relating to the imposition of fines. Publication of the proposal is expected in the Federal Register during the week of December 2, 2002. (Rel. 34-46903) WITHDRAWAL A notice has been issued giving interested persons until December 20, 2002 to comment on the application PlanetCAD, Inc. to withdraw its Common Stock, $.01 par value, from listing and registration on the American Stock Exchange. (Rel. 34-46918) DELISTING 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 Cleaning Corporation respecting certain underlying securities, effective November 26, 2002. (Rel. 34- 46919) 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 T & G2, 65 LA GRANDE AVE., BERKELEY HEIGHTS, NJ, 07922, 9085089009 - 3,000,000 ($450,000.00) Equity, (File 333-101459 - Nov. 26) (BR. 03) S-8 BEAR STEARNS COMPANIES INC, ONE METROTECH NORTH, 9TH FL, BROOKLYN, NY, 11201, 3476439862 - 3,404,600 ($209,246,716.00) Equity, (File 333-101461 - Nov. 26) (BR. 07) S-11 WELLS REAL ESTATE FUND XIV LP, 4,500,000 ($45,000,000.00) Equity, (File 333-101463 - Nov. 26) (BR. 08) S-1 ALKERMES INC, 88 SIDNEY ST, CAMBRIDGE, MA, 02139-4136, 617-494-0171 - 0 ($65,227,895.00) Equity, (File 333-101464 - Nov. 26) (BR. 01) S-8 ARTISAN COMPONENTS INC, 141 CASPIAN COURT, SUNNYVALE, CA, 94089, 4087345600 - 1,223,462 ($21,422,819.62) Equity, (File 333-101465 - Nov. 26) (BR. 36) S-8 DTOMI INC, 200 9TH AVENUE, SUITE 220, SAFETY HARBOR, FL, 34965, (727) 723-8664 - 400,000 ($12,000.00) Equity, (File 333-101466 - Nov. 26) (BR. 08) S-8 MEDICIS PHARMACEUTICAL CORP, 8125 NORTH HAYDEN ROAD, SCOTTSDALE, AZ, 85258, 2125992000 - 3,000,000 ($133,350,000.00) Equity, (File 333-101467 - Nov. 26) (BR. 01) S-8 FIRST ESSEX BANCORP INC, 71 MAIN ST, ANDOVER, MA, 01810, 5086817500 - 0 ($13,080,385.00) Equity, (File 333-101468 - Nov. 26) (BR. 07) S-3 NORTHERN BORDER PARTNERS LP, 4024927300 - 0 ($500,000,000.00) Other, (File 333-101469 - Nov. 26) (BR. 02) S-8 TRANSALTA CORP, 110 12TH AVE SW BOX 1900 STATION M, CALGARY ALBERTA T2P 2MI, CALGARY, A0, 00000, 2128948400 - 0 ($16,650,000.00) Other, (File 333-101470 - Nov. 26) (BR. 02) S-8 RELIANT RESOURCES INC, RELIANT ENERGY INC, 1111 LOUISIANA STREET, HOUSTON, TX, 77002, 7132073000 - 10,000,000 ($17,650,000.00) Equity, (File 333-101471 - Nov. 26) (BR. 02) S-8 FIRSTENERGY CORP, 76 SOUTH MAIN ST, AKRON, OH, 44308-1890, 3303845100 - 19,000,000 ($19,000,000.00) Debt Convertible into Equity, (File 333-101472 - Nov. 26) (BR. 02) S-8 RELIANT RESOURCES INC, RELIANT ENERGY INC, 1111 LOUISIANA STREET, HOUSTON, TX, 77002, 7132073000 - 20,000,000 ($35,300,000.00) Equity, (File 333-101473 - Nov. 26) (BR. 02) S-8 NETSMART TECHNOLOGIES INC, 146 NASSAU AVE, ISLIP, NY, 11751, 5169682000 - 555,000 ($1,492,950.00) Equity, (File 333-101474 - Nov. 26) (BR. 03) S-3 WELLPOINT HEALTH NETWORKS INC /DE/, 8187034000 - 0 ($1,000,000,000.00) Other, (File 333-101475 - Nov. 26) (BR. 01) S-8 BIOSITE DIAGNOSTICS INC, 11030 ROSELLE ST, SAN DIEGO, CA, 92121, 6194554808 - 0 ($15,130,500.00) Equity, (File 333-101477 - Nov. 26) (BR. 01) S-3 DELPHI CORP, 5725 DELPHI DRIVE, TROY, MI, 48098, 2484471500 - 0 ($1,500,000,000.00) Debt Convertible into Equity, (File 333-101478 - Nov. 26) (BR. 05) S-8 CYPRESS SEMICONDUCTOR CORP /DE/, 3901 N FIRST ST, SAN JOSE, CA, 95134-1599, 4089432600 - 2,500,000 ($20,050,000.00) Equity, (File 333-101479 - Nov. 26) (BR. 36) S-3 VIRAGEN INC, 865 SW 78TH AVENUE, SUITE 100, PLANTATION, FL, 33324, 9542338746 - 0 ($7,220,996.00) Equity, (File 333-101480 - Nov. 26) (BR. 01) S-8 UNICO AMERICAN CORP, 23251 MULHOLLAND DR, WOODLAND HILLS, CA, 91364, 8185919800 - 500,000 ($2,393,250.00) Equity, (File 333-101482 - Nov. 26) (BR. 01) S-3 OPTION ONE MORTGAGE ACCEPTANCE CORP, 3 ADA ROAD, IRVINE, CA, 92618, 9497908100 - 0 ($5,000,000,000.00) Mortgage Backed Securities, (File 333-101483 - Nov. 26) (BR. 05) SB-2 COPYRIGHT MEDIA CORP OF NEVADA, 5450 WEST SAHARA AVE., LAS VEGAS, NV, 89146, 2,250,000 ($10,575.00) Equity, (File 333-101484 - Nov. 26) (BR. ) S-3 PARTNERRE LTD, 96 PITTS BAY RD, CHESNEY HOUSE, PEMBROKE BERMUDA, D0, HM 08, 14412920888 - 386,160,000 ($386,160,000.00) Other, (File 333-101486 - Nov. 26) (BR. 01) S-3 INNOVATIVE MEDICAL SERVICES, 1725 GILLESPIE WAY, STE H, EL CAJON, CA, 92020, 6195968600 - 535,000 ($214,000.00) Equity, (File 333-101488 - Nov. 26) (BR. 06) S-3 SELECTIVE INSURANCE GROUP INC, 40 WANTAGE AVENUE, BRANCHVILLE, NJ, 07890, 2019483000 - 3,958,382 ($115,936,600.00) Debt Convertible into Equity, (File 333-101489 - Nov. 26) (BR. 01) S-8 GENERAL MARITIME CORP/, 35 WEST 56TH STREET, NEW YORK, NY, 10019, 2127635600 - 0 ($26,353,200.00) Equity, (File 333-101490 - Nov. 26) (BR. 05) S-8 ON TRACK INNOVATIONS LTD, P O BOX 32, ZHR INDUSTRIAL ZONE, ROSH PINAISRAEL, L3, 2126616500 - 830,826 ($91,670,650.00) Equity, (File 333-101491 - Nov. 26) (BR. 36) S-8 IMCLONE SYSTEMS INC/DE, 180 VARICK ST, NEW YORK, NY, 10014, 2126451405 - 3,300,000 ($39,930,000.00) Equity, (File 333-101492 - Nov. 26) (BR. 01) F-6 JAPAN AIRLINES CO LTD /ADR/, 10,000,000 ($500,000.00) Equity, (File 333-101493 - Nov. 26) (BR. ) S-8 DYCOM INDUSTRIES INC, 4440 PGA BLVD. STE 500, FIRST UNION CENTER, PALM BEACH GARDENS, FL, 33410, 5616277171 - 100,000 ($1,308,000.00) Equity, (File 333-101494 - Nov. 26) (BR. 06) S-8 SKYFRAMES INC, 24351 PASTO ROAD, SUITE B, DANA POINT, CA, 92629, 9494892400 - 1,000,000 ($10,000.00) Equity, (File 333-101496 - Nov. 26) (BR. 09) S-8 IBIZ TECHNOLOGY CORP, 1919 WEST LONE CACTUS, PHOENIX, AZ, 85201, 6239200 - 9,000,000 ($126,000.00) Equity, (File 333-101497 - Nov. 26) (BR. 03) S-3 VAXGEN INC, 1000 MARINA BLVD, STE 200, BRISBANE, CA, 94005, 6506241000 - 789,815 ($14,501,003.00) Equity, (File 333-101498 - Nov. 26) (BR. 01) S-3 LA JOLLA PHARMACEUTICAL CO, 6455 NANCY RIDGE DR, SAN DIEGO, CA, 92121, 6194526600 - 125,000,000 ($125,000,000.00) Equity, (File 333-101499 - Nov. 26) (BR. 01) S-3 BA RESIDENTIAL SECURITIES INC, 201 NORTH TRYON ST, CHARLOTTE, NC, 28255, 7043884503 - 0 ($1,000,000.00) Mortgage Backed Securities, (File 333-101500 - Nov. 26) (BR. ) S-3 VAXGEN INC, 1000 MARINA BLVD, STE 200, BRISBANE, CA, 94005, 6506241000 - 789,815 ($14,501,003.00) Equity, (File 333-63258 - Nov. 26) (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 ABN AMRO MORTGAGE CORP DE X 11/01/02 ABN AMRO MORTGAGE CORP DE X 11/01/02 ABN AMRO MORTGAGE CORP MULTI CLASS CE DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1998-2 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1998-3 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1998-4 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1998-5 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1999-1 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1999-2 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1999-3 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1999-4 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1999-5 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1999-6 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1999-7 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 1999-8 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2000-1 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2000-3 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2000-4 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2001-1A DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2001-3 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2001-5 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2001-6 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2001-7 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2001-8 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2002-1 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2002-1A DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2002-2 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2002-3 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2002-4 DE X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2002-5 IL X 11/01/02 ABN AMRO MORTGAGE CORP SERIES 2002-7 DE X 11/01/02 ABRAXAS PETROLEUM CORP NV X 11/26/02 ADVANCED MICRO DEVICES INC DE X X 11/25/02 ADVANCED NEUROMODULATION SYSTEMS INC TX X X 11/25/02 ADVANTA CORP DE X X 11/26/02 AIRSPAN NETWORKS INC WA X X 11/12/02 ALABAMA POWER CO AL X X 11/20/02 AMERIQUEST MORT SEC INC ASS BK PAS T DE X 10/25/02 AMERIQUEST MORTGAGE SECURITIES INC AS DE X 10/25/02 APPIANT TECHNOLOGIES INC DE X 11/26/02 ARTHROCARE CORP DE X 11/13/02 ASGA INC /NV NV X X X X X 11/12/02 ASHWORTH INC DE X X 11/22/02 ASIA GLOBAL CROSSING LTD X X 11/21/02 ASSET BACKED FUNDING CORP ASSET BK FU DE X X 11/25/02 ASSET BACKED PASS THROUGH CERTIFICATE DE X X 11/15/02 ATEC GROUP INC DE X X 11/25/02 ATLANTIC PREMIUM BRANDS LTD DE X 11/20/02 ATWOOD OCEANICS INC TX X X 11/26/02 AUTOZONE INC NV X X 11/26/02 AXEDA SYSTEMS INC DE X 11/19/02 BANC OF AMERICA COMMERCIAL MORT PASS DE X X 11/11/02 BANC OF AMERICA FUNDING CORP DE X X 11/26/02 BANK OF AMERICA CORP /DE/ DE X X 11/01/02 BANK OF AMERICA MORT SEC INC MORT PAS DE X X 11/22/02 BEAR STEARNS ASSET BACKED SECURITIES DE X 11/01/02 BEAR STEARNS COMMERCIAL MORTGAGE SEC NY X X 11/15/02 BEAR STEARNS COMMERCIAL MORTGAGE SEC DE X X 11/15/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X 11/01/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 10/15/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 11/15/02 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE X X 11/15/02 BEAR STEARNS DEPOSITOR INC TRUST CERT X 11/15/02 BEAR STEARNS MORT SEC INC COM MORT PA NY X X 11/16/02 BEAR STEARNS MORT SEC INC COMM MORT P NY X X 11/15/02 BECTON DICKINSON & CO NJ X 11/26/02 BELDEN & BLAKE CORP /OH/ OH X 11/22/02 BIOMARIN PHARMACEUTICAL INC DE X 11/30/02 BIOSPHERE MEDICAL INC DE X 11/26/02 BODYGUARD RECORDS COM INC DE X 11/19/02 BORLAND SOFTWARE CORP DE X X 11/23/02 CAIRO ACQUISITIONS INC NV X X 11/18/02 CAPITAL ONE AUTO FINANCE TRUST 2002-A VA X 10/10/02 CAPITAL ONE AUTO FINANCE TRUST 2002-A VA X 11/12/02 CAPITAL PROPERTIES INC /RI/ RI X X 11/25/02 CELERIS CORP MN X X 11/25/02 CENTEX HOME EQUITY LOAN TRUST 2002-C DE X X 11/25/02 CENTRAL POWER & LIGHT CO /TX/ TX X 11/26/02 AMEND CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 10/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 10/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 X 10/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 10/31/02 CHEVY CHASE AUTO RECEIVABLES TRUST 20 MD X 10/31/02 CHEVY CHASE HOME LOAN TRUST 1996-1 MD X 10/31/02 CHEVY CHASE HOME LOAN TRUST 1997-1 MD X 10/31/02 CITICORP MORTGAGE SECURITIES INC DE X 11/26/02 CLICKSOFTWARE TECHNOLOGIES LTD L3 X X 11/25/02 CNH CAPITAL RECEIVABLES INC DE X X 11/15/02 CNH RECEIVABLES INC DE X X 11/15/02 COCA COLA ENTERPRISES INC DE X X 11/26/02 COLE NATIONAL CORP /DE/ DE X 11/26/02 COLE NATIONAL GROUP INC DE X 11/26/02 COMMERCIAL FEDERAL CORP NE X X 11/25/02 COMMERCIAL METALS CO DE X 11/26/02 COMMERCIAL MORTGAGE PASS THROUGH CERT DE X X 11/18/02 COMMERCIAL MORTGAGE PASS THROUGH CERT DE X X 11/18/02 COMMERCIAL MORTGAGE PASS THRU CERTIFI DE X X 11/15/02 CORE SOLUTIONS INC NV X 08/23/02 AMEND CORTEX SYSTEMS INC NV X 11/26/02 COVEST BANCSHARES INC DE X X 11/26/02 CREDIT SUISSE FIRST BOSTON ABS TRUST DE X X 11/25/02 CREDIT SUISSE FIRST BOSTON MOR AC COR DE X X 11/25/02 CREDIT SUISSE FIRST BOSTON MORT ACCEP DE X X 11/25/02 CREDIT SUISSE FIRST BOSTON MORT BACK DE X X 11/25/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 11/26/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 11/22/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 11/26/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 11/26/02 CREDIT SUISSE FIRST BOSTON USA INC DE X X 11/25/02 CREDIT SUISSE FIRST BOSTON USA INC DE X 11/26/02 CREDIT SUISSE FST BOS MOR SEC CSFB MO DE X X 11/25/02 CREDIT SUISSE FST BOSTON MT SEC CO HM DE X X 11/25/02 CROWN CASTLE INTERNATIONAL CORP DE X X 11/22/02 CSFB COMMERCIAL MORTGAGE BACKED PASS X X 11/18/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 11/22/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 11/25/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 11/25/02 CSFB MORTGAGE BACKED PASS THROUGH CER DE X X 11/25/02 CSFB MORTGAGE SECURITIES PASS THROUGH DE X X 11/25/02 CSFB MORTGAGED BACKED PASS THRU CERTI DE X X 11/25/02 DECRANE AIRCRAFT HOLDINGS INC DE X X 11/26/02 DECRANE HOLDINGS CO DE X X 11/26/02 DEUTSCHE FLOORPLAN RECEIVABLES L P DE X X 10/31/02 DICUT INC DE X 11/21/02 DNB FINANCIAL CORP /PA/ PA X X 11/26/02 DYNAMIC HEALTH PRODUCTS INC FL X X 11/22/02 E COM TECHNOLOGIES CORP NV X 11/08/02 AMEND EATON VANCE CORP MD X X 10/31/02 EL PASO ELECTRIC CO /TX/ TX X 11/26/02 EMERSON ELECTRIC CO MO X 11/26/02 ENVIROKARE TECH INC NV X X 11/26/02 ENVIRONMENTAL POWER CORP DE X 11/26/02 EQUITY ONE ABS INC DE X X 11/25/02 EQUITY ONE ABS INC EQUITY ONE MORTGAG DE X 11/25/02 EQUITY ONE ABS INC MORTGAGE PAS TH CE DE X X 11/25/02 EQUITY ONE ABS INC MORTGAGE PASS THRU DE X X 11/25/02 EQUITY ONE ABS INC MORTGAGE PASS THRU DE X 11/25/02 ESPERION THERAPEUTICS INC/MI DE X X 11/26/02 EXELON CORP PA X 11/04/02 FARMER MAC MORTGAGE SECURITIES CORP DE X X 11/14/02 FIBERCORE INC NV X 11/26/02 FIRST LITCHFIELD FINANCIAL CORP DE X 11/26/02 FIRST MIDWEST BANCORP INC DE X X 11/26/02 FIRST UNION COMM MORT TRUST COMM MOR NY X X 11/18/02 FIRSTBANK CORP MI X 11/26/02 FORWARD AIR CORP TN X X 11/26/02 FORWARD INDUSTRIES INC NY X X 11/26/02 FRIEDE GOLDMAN HALTER INC MS X X 11/15/02 FRONTSTEP INC OH X X 11/24/02 GAMOGEN INC NY X X X X X 11/13/02 GATEWAY INTERNATIONAL HOLDINGS INC NV X 11/07/02 AMEND GE CAPITAL COMMERCIAL MORT CORP MORT DE X X 11/10/02 GMAC COMMERCIAL MORTGAGE SEC INC MRT X X 11/15/02 GREENWICH CAPITAL ACCEPTANCE INC MRT DE X X 11/18/02 GS MORTGAGE SECURITIES CORP GSMPS MOR DE X X 11/20/02 GS MORTGAGE SECURITIES CORP MORT PAS DE X 10/25/02 GSR MORTGAGE LOAN TRUST 2001-1 X X 11/25/02 GSR MORTGAGE LOAN TRUST 2002-1 X X 11/25/02 GSR MORTGAGE LOAN TRUST 2002-2 X X 11/25/02 GSR MORTGAGE LOAN TRUST 2002-3F X X 11/25/02 GSR MORTGAGE LOAN TRUST 2002-4 X X 11/25/02 HARVEY ELECTRONICS INC NY X 11/22/02 HORTON D R INC /DE/ DE X X 11/26/02 HOUSEHOLD AUTO RECEIVABLES CORP NV X X 11/22/02 I TRACK INC NV X 11/19/02 IMH ASSETS CORP DE X 10/25/02 IMH ASSETS CORP DE X X X 11/27/02 INDIGO ENERGY INC DE X 11/26/02 INDYMAC MBS INC X X 11/26/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 10/25/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 10/25/02 INTEGRAMED AMERICA INC DE X 11/26/02 INTERCHANGE FINANCIAL SERVICES CORP / NJ X 11/22/02 INTERNATIONAL BUSINESS MACHINES CORP NY X 11/20/02 INTERNATIONAL BUSINESS MACHINES CORP NY X 11/20/02 INTERNATIONAL BUSINESS MACHINES CORP NY X 11/20/02 AMEND IQUNIVERSE INC MN X 11/18/02 JABIL CIRCUIT INC DE X X 11/25/02 JAG MEDIA HOLDINGS INC NV X X 11/26/02 JUPITER MARINE INTERNATIONAL HOLDINGS FL X 11/21/02 KELLWOOD CO DE X X 11/26/02 KRAFT FOODS INC VA X X 11/26/02 LA JOLLA PHARMACEUTICAL CO DE X 09/18/02 LABONE INC/ MO X 11/26/02 LEVI STRAUSS & CO DE X X X 11/25/02 LEVI STRAUSS & CO DE X X 11/25/02 LINK GROUP INC CO X 11/25/02 LODGIAN INC DE X X 11/25/02 LYONDELL CHEMICAL CO DE X X 11/26/02 M&I AUTO LOAN TRUST 2001-1 DE X X 11/20/02 M&I AUTO LOAN TRUST 2002-1 DE X X 11/20/02 MAXXZONE COM INC X X 11/11/02 MBNA CORP MD X X 11/26/02 MDC HOLDINGS INC DE X X 11/25/02 MELLON FINANCIAL CORP PA X X 11/18/02 MELLON RESIDENTIAL FUNDING CORP MOR P DE X X 10/15/02 MERRILL LYNCH MORT LN ASS BKD CERTS S DE X 11/01/02 MILLENNIUM CHEMICALS INC DE X X 11/26/02 MONROE BANCORP IN X X 11/26/02 MORGAN STANLEY ABS CAPITAL I INC CAPI DE X 10/25/02 MORGAN STANLEY DEAN WITTER CAP I INC DE X X 11/15/02 MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 11/15/02 MYRIAD GENETICS INC DE X X 11/21/02 NEOTHERAPEUTICS INC DE X X 11/21/02 NETMANAGE INC DE X X 11/25/02 NEWS COMMUNICATIONS INC NV X X 11/11/02 NISSAN AUTO RECEIVABLES 2002 B OWNER DE X 10/31/02 NISSAN AUTO RECEIVABLES 2002 C OWNER DE X 11/15/02 NORFOLK SOUTHERN CORP VA X X 11/26/02 NORTHEAST UTILITIES SYSTEM MA X 11/26/02 OAKWOOD HOMES CORP NC X X 11/23/02 OLD DOMINION FREIGHT LINE INC/VA VA X X 11/25/02 OMNISKY CORP X X 11/20/02 OP TECH ENVIRONMENTAL SERVICES INC DE X 11/25/02 ORYX TECHNOLOGY CORP DE X X 11/19/02 PAWNMART INC DE X 11/15/02 PERMA FIX ENVIRONMENTAL SERVICES INC DE X 11/25/02 PHILIPS INTERNATIONAL REALTY CORP MD X 10/03/02 AMEND PIVOTAL CORP X 11/25/02 PRICELINE COM INC DE X 11/25/02 PROCTER & GAMBLE CO OH X 11/26/02 PROCTER & GAMBLE CO OH X 06/30/02 PUBLIC SERVICE CO OF OKLAHOMA OK X X 11/21/02 PUBLIC SERVICE CO OF OKLAHOMA OK X 11/26/02 AMEND QWEST COMMUNICATIONS INTERNATIONAL IN DE X X 11/18/02 RADVISION LTD X 11/26/02 RF MICRO DEVICES INC NC X 11/14/02 RHOMBIC CORP NV X X X 11/19/02 SANDERS MORRIS HARRIS GROUP INC TX X X 11/26/02 SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 11/22/02 SEARS ROEBUCK ACCEPTANCE CORP DE X X 11/20/02 SEMTECH CORP DE X X 11/25/02 SERVICE MERCHANDISE CO INC TN X X 09/30/02 SHIRE PHARMACEUTICALS GROUP PLC X X 11/26/02 SIGNAL TECHNOLOGY CORP DE X X 11/20/02 SKINVISIBLE INC NV X X 11/22/02 SOUTHERN CO DE X 11/25/02 SOUTHWESTERN ELECTRIC POWER CO DE X 11/26/02 AMEND SPANTEL COMMUNICATIONS INC FL X 09/20/02 SPORTING MAGIC INC DE X 11/25/02 SRI SURGICAL EXPRESS INC FL X X 11/20/02 STERLING CHEMICALS HOLDINGS INC /TX/ DE X X 11/20/02 STRATUS SERVICES GROUP INC DE X X 11/26/02 STRAYER EDUCATION INC MD X X 11/25/02 STRUCTURED ASSET MORTGAGE INVEST MORT X X 11/19/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 11/22/02 STRUCTURED ASSET SEC CORP COMM MORT P DE X 11/01/02 STRUCTURED ASSET SECURITIES CORP DE X 11/22/02 STRUCTURED ASSET SECURITIES CORP LB-U DE X 11/01/02 STRUCTURED ASSET SECURITIES CORP MORT DE X 11/01/02 SUNTERRA CORP MD X 11/19/02 SWIFT TRANSPORTATION CO INC NV X X 11/25/02 TENET HEALTHCARE CORP NV X X 11/22/02 TENGASCO INC TN X 11/22/02 TEREX CORP DE X 11/26/02 AMEND TEXAS PETROCHEMICAL HOLDINGS INC DE X X 11/26/02 TEXAS PETROCHEMICALS LP TX X X 11/26/02 THEGLOBE COM INC DE X X 11/12/02 TRAFFIC TECHNOLOGY INC X 11/22/02 TRAFFIX INC DE X X 11/26/02 TRANSACTION SYSTEMS ARCHITECTS INC DE X X 11/25/02 TRANSOCEAN INC E9 X 11/26/02 TRUDY CORP DE X 08/20/02 AMEND TXU CORP /TX/ TX X X 11/22/02 UAL CORP /DE/ DE X X 11/26/02 UNION BANKSHARES CORP VA X X 11/25/02 UNITED BANCORP INC /OH/ OH X X 11/19/02 UNITEDHEALTH GROUP INC MN X X 11/26/02 US AIRWAYS GROUP INC DE X X 11/26/02 VASCULAR SOLUTIONS INC DE X X 11/26/02 VENTAS INC DE X X 11/25/02 VIRAGE LOGIC CORP CA X 11/08/02 WACHOVIA COMMERCIAL MORT PASS THRU CE NC X X 10/15/02 WACHOVIA COMMERCIAL MORT PASS THRU CE NC X X 11/22/02 WDO CORP NV X X 10/15/02 AMEND WEST TEXAS UTILITIES CO TX X 11/26/02 AMEND WESTERN GAS RESOURCES INC DE X 11/26/02 WILLAMETTE VALLEY VINEYARDS INC OR X 11/26/02 WILLIAMS COMPANIES INC DE X 11/26/02 WODFI LLC FL X 10/15/02 WORLD OMNI AUTO RECEIVABLES LLC DE X 10/31/02 WORLD OMNI AUTO RECEIVABLES LLC DE X 10/31/02 WSFS FINANCIAL CORP DE X X 11/25/02 XO COMMUNICATIONS INC DE X X 11/15/02 AMEND XTO ENERGY INC DE X X 11/25/02