SEC NEWS DIGEST Issue 2003-14 January 22, 2003 COMMISSION ANNOUNCEMENTS SEC ADOPTS MEASURES TO CERTIFY MANAGEMENT INVESTMENT COMPANY SHAREHOLDER REPORTS The Commission today approved the adoption of rule and form amendments that implement the certification requirement of Section 302 of the Sarbanes-Oxley Act of 2002 with respect to registered management investment companies. The amendments will require mutual funds and other registered management investment companies to file shareholder reports on Form N-CSR and will require each registered management investment company's principal executive and financial officers to certify the information contained in these reports in the manner specified by Section 302. In addition, the Commission voted to adopt rule and form amendments that will require mutual funds and other registered management investment companies to include new disclosures on Form N-CSR and Form N-SAR in order to implement the "code of ethics" and "financial expert" disclosure requirements of Sections 406 and 407 of the Sarbanes-Oxley Act of 2002. The amendments that the Commission approved include the following. * Certified Shareholder Reports on Form N-CSR. The amendments will require mutual funds and other registered management investment companies to file certified shareholder reports with the Commission on new Form N-CSR. The amendments will also designate these certified shareholder reports as reports that are required under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. * Disclosure Controls and Procedures. The amendments will require registered management investment companies to maintain, and regularly evaluate the effectiveness of, controls and procedures designed to ensure that the information required in filings on Form N-CSR is recorded, processed, summarized and reported on a timely basis. * Replacement of Certification Requirement on Form N-SAR. The amendments will replace the certification requirement of Form N-SAR for registered management investment companies with the certification requirement in Form N- CSR. This will better implement the certification requirement of Section 302 of the Sarbanes-Oxley Act of 2002 because the requirement was intended to improve the quality of the disclosure that a company provides about its financial condition in its periodic reports to shareholders. For registered management investment companies, the required reports to shareholders will be contained in Form N-CSR, rather than Form N-SAR, which is primarily a regulatory reporting form for use by the Commission in its inspection and compliance programs. * Code of Ethics Disclosure. The amendments will implement Section 406 of the Sarbanes-Oxley Act with respect to registered management investment companies by requiring a registered management investment company to disclose whether it has adopted a code of ethics that applies to its principal executive officer and senior financial officers or persons performing similar functions. If it has not, the investment company will be required to explain why it has not. The amendments will also require an investment company to disclose amendments to, and waivers from, the code of ethics relating to any of those officers. These disclosure requirements will be similar to those that the Commission adopted last week for operating companies. * "Audit Committee Financial Expert" Disclosure. The amendments will implement Section 407 of the Sarbanes-Oxley Act with respect to registered management investment companies by requiring a registered management investment company to disclose whether it has at least one "audit committee financial expert" serving on its audit committee, and if so, the name of the expert and whether the expert is independent of management. An investment company that does not have an audit committee financial expert will be required to disclose this fact and explain why it has no such expert. These disclosure requirements will be similar to those that the Commission adopted last week for operating companies. These measures will be effective 30 days after their publication in the Federal Register. The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. (Press Rel. 2003-8) COMMISSION ADOPTS RULES STRENGTHENING AUDITOR INDEPENDENCE The Commission today voted to adopt rules to fulfill the mandate of Title II of the Sarbanes-Oxley Act of 2002, strengthen auditor independence and require additional disclosures to investors about the services provided to issuers by the independent accountant. The Commission approved measures that will * revise the rules related to the non-audit services that, if provided to an audit client, would impair an accounting firm's independence; * require that certain partners on the audit engagement team rotate after no more than five or seven consecutive years, depending on the partner's involvement in the audit, except that certain small accounting firms may be exempt from this requirement; * establish rules that an accounting firm would not be independent if certain members of management of that issuer had been members of the accounting firm's audit engagement team within the one-year period preceding the commencement of audit procedures; * establish rules that an accountant would not be independent from an audit client if any "audit partner" received compensation based on the partner procuring engagements with that client for services other than audit, review and attest services; * require the auditor to report certain matters to the issuer's audit committee, including "critical" accounting policies used by the issuer; * require the issuer's audit committee to pre-approve all audit and non- audit services provided to the issuer by the auditor; and * require disclosures to investors of information related to audit and non- audit services provided by, and fees paid to, the auditor. Non-Audit Services Section 201 of the Sarbanes-Oxley Act lists nine non-audit services that, if provided by the accounting firm, impair the firm's independence. The rules approved for adoption by the Commission, will define the prohibited services as follows. * Bookkeeping or other services related to the accounting records or financial statements of the audit client The rules will prohibit an accountant from auditing the bookkeeping work performed by his or her accounting firm. * Financial information systems design and implementation Consistent with our previous rules, these rules will prohibit the accounting firm from providing any service related to the audit client's information system, unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the audit client's financial statements. These rules will not preclude an accounting firm from working on hardware or software systems that are unrelated to the audit client's financial statements or accounting records as long as those services are pre-approved by the audit committee. * Appraisal or valuation services, fairness opinions, or contribution-in- kind reports Appraisal and valuation services include any process of valuing assets, both tangible and intangible, or liabilities. Fairness opinions and contribution-in-kind reports are opinions and reports in which the firm provides its opinion on the adequacy of consideration in a transaction. These rules will prohibit the accountant from providing such services unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the audit client's financial statements. * Actuarial services These rules will prohibit an accountant from providing to an audit client any actuarially oriented advisory service involving the determination of amounts recorded in the financial statements and related accounts for the audit client unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the audit client's financial statements. The accountant, however, may assist a client in understanding the methods, models, assumptions and inputs used in computing an amount. * Internal audit outsourcing services These rules will prohibit the accountant from providing any internal audit service that has been outsourced by the audit client that relates to the audit client's internal accounting controls, financial systems or financial statements unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the audit client's financial statements. During the conduct of the audit or when providing attest services related to internal controls, the auditor evaluates the company's internal controls and, as a result, may make recommendations to the audit client for improvements to the controls. Doing so is a part of the accountant's responsibilities under GAAS or applicable attestation standards and, therefore, is not a prohibited service. * Management functions or human resources Consistent with our proposal, the final rules will prohibit the accountant from acting, temporarily or permanently, as a director, officer or employee of an audit client, or performing any decision- making, supervisory, or ongoing monitoring function for the audit client. These rules also will provide that an accountant's independence is impaired with respect to an audit client when the accountant seeks out prospective candidates for managerial, executive or director positions; acts as negotiator on the audit client's behalf; or undertakes reference checks of prospective candidates. Under the rule, an accountant's independence also will be impaired when the accountant engages in psychological testing or other formal testing or evaluation programs, or recommends or advises the audit client to hire a specific candidate for a specific job. * Broker or dealer, investment adviser, or investment banking services Acting as a broker-dealer (registered or unregistered), promoter or underwriter on behalf of an audit client and similar activities will make the accountant an advocate for the audit client and will impair the accountant's independence. * Legal services An accountant will be prohibited from providing to an audit client any service that, under circumstances in which the service is provided, could be provided only by someone licensed, admitted, or otherwise qualified to practice law in the jurisdiction in which the service is provided. * Expert services unrelated to the audit These rules will prohibit an accountant from providing expert opinions or other expert services to an audit client, or a legal representative of an audit client, for the purpose of advocating that audit client's interests in litigation or in a regulatory or administrative proceeding or investigation. An accountant's independence will not be impaired, however, by an accountant providing factual accounts or testimony or explaining the positions taken or conclusions reached during the performance of any service by the accountant. Audit Committee Pre-Approval of Services Provided by Auditor Sections 201 and 202 of the Sarbanes-Oxley Act provide that an issuer's audit committee must pre-approve allowable services to be provided by the auditor of the issuer's financial statements. The rules will implement those sections of the Act by requiring that the audit committee pre-approve all services. In doing so, the audit committee may establish policies and procedures for pre-approval provided they are consistent with the Act, detailed as to the particular service, and designed to safeguard the continued independence of the accountant. Consistent with the Act, the rules also will reflect a de minimis exception solely related to the provision of non-audit services for an issuer. This exception waives the pre-approval requirements for non- audit services provided that all such services (1) do not aggregate to more than five percent of total revenues paid by the audit client to its accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the audit committee and approved prior to the completion of the audit by the audit committee or one or more designated representatives. Disclosures to Investors of Services Provided by the Auditor Section 202 of the Sarbanes-Oxley Act will require disclosure in periodic reports of non-audit services approved by the audit committee. The rules will require that issuers provide, in their annual reports, fees paid to the independent accountant for (1) audit services, (2) audit-related services, (3) tax services, and (4) other services. Additionally, the disclosures must include the audit committee's policies and procedures for pre-approval of services by the independent accountant as well as the percent of fees paid subject to the de minimis exception. Permitted Non-audit Service - Tax Service Section 201 of the Sarbanes-Oxley Act specifically provides that "a registered public accounting firm may engage in any non-audit service, including tax services," that is not expressly prohibited, after audit committee pre-approval. Accordingly, accountants will be able to continue to provide tax compliance, tax planning and tax advice to audit clients, subject to audit committee pre-approval requirements. There are, however, some circumstances where providing certain tax services to an audit client would impair the independence of an accountant, such as representing an audit client in tax court or other situations involving public advocacy. Audit Partner The rules will define a new term-audit partner-for purposes of the requirements for partner rotation and partner compensation. An audit partner will be defined as a partner who is a member of the audit engagement team who has responsibility for decision-making on significant auditing, accounting and reporting matters that affect the financial statements or who maintains regular contact with management and the audit committee. The term audit partner will include the lead and concurring partners as well as partners who serve the client at the issuer level, other than a partner who consults with others on the audit engagement team regarding technical or industry-specific issues, and the lead partner on subsidiaries of the issuer whose assets or revenues constitute 20% or more of the consolidated assets or revenues of the issuer. Partner Rotation Section 203 of the Sarbanes-Oxley Act specifies that the lead and concurring partner must be subject to rotation requirements after five years. The rules will specify that the lead and concurring partner must rotate after five years and be subject to a five-year "time out" period after rotation. Additionally, certain other significant audit partners will be subject to a seven-year rotation requirement with a two-year time out period. Compensation The new rule will provide that an accountant is not independent if, at any point during the audit and professional engagement period, any audit partner earns or receives compensation based on that partner procuring engagements with the audit client to provide any services other than audit, review or attest services. Cooling Off Period Section 206 of the Sarbanes-Oxley Act establishes a one-year cooling off period before a member of the audit engagement team may accept employment in certain, designated positions with an issuer. The rules, therefore, will provide that an accounting firm is not independent if a member of management involved in overseeing financial reporting matters was the lead partner, the concurring partner, or any other member of the audit engagement team who provided more than ten hours of audit, review or attest services for the issuer within the one year period preceding the commencement of the audit of the current year's financial statements. Auditor Communication With Audit Committee Section 204 of the Sarbanes-Oxley Act directs the Commission to issue rules requiring timely reporting of specific information by accountants to audit committees. In response to the Act, the rules will require the accounting firm to report, prior to the filing of its audit report with the Commission, to the audit committee (1) all critical accounting policies and practices used by the issuer; (2) all material alternative accounting treatments of financial information within GAAP that have been discussed with management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the accounting firm; and (3) other material written communications between the accounting firm and management. Small Business/Small Firm Considerations We recognize that some of these provisions may impose an undue burden on certain smaller accounting firms. Accordingly, the rules will provide that firms with fewer than five audit clients and fewer than ten partners may be exempt from the partner rotation and compensation provisions, provided each of these engagements is subject to a special review by the Public Company Accounting Oversight Board at least every three years. Foreign Considerations Foreign accounting firms or foreign private issuers may face additional issues in implementing certain rules. Changes to the proposed rule relating to the depth of partner rotation and the scope of personnel subject to the "cooling off" period apply to foreign accounting firms. Moreover, additional time is being afforded to foreign accounting firms with respect to compliance with rotation requirements. The release also provides guidance on the provision of non-audit services by foreign accounting firms, including the treatment of legal services and tax advice. The SEC also stands ready to work with other regulatory bodies on these issues. These measures will be effective 90 days after their publication in the Federal Register, with appropriate transition periods for various provisions. The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. (Press Rel. 2003-9) SEC ADOPTS RULES ON DISCLOSURE OF OFF-BALANCE SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS The Commission today voted to adopt amendments to implement the mandate of Section 401(a) of the Sarbanes-Oxley Act of 2002. Section 401(a) added Section 13(j) to the Securities Exchange Act of 1934, which requires the Commission to adopt final rules by Jan. 26, 2003, to require each annual and quarterly financial report required to be filed with the Commission, to disclose "all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the issuer with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses." The amendments approved by the Commission will require a registrant to provide an explanation of its off-balance sheet arrangements in a separately captioned subsection of the "Management's Discussion and Analysis" (MD&A) section in its disclosure documents. The amendments also will require registrants (other than small business issuers) to provide an overview of certain known contractual obligations in a tabular format. The amendments will include a definition of "off-balance sheet arrangements" that primarily targets the means through which companies typically structure off-balance sheet transactions or otherwise incur risks of loss that are not fully transparent to investors. The definition of "off-balance sheet arrangements" will employ concepts in accounting literature in order to define the categories of arrangements with precision. Generally, the definition will include the following categories of contractual arrangements: * certain guarantee contracts; * retained or contingent interests in assets transferred to an unconsolidated entity; * derivative instruments that are classified as equity; or * material variable interests in unconsolidated entities that conduct certain activities. The amendments will require disclosure of off-balance sheet arrangements that either have, or are reasonably likely to have, a current or future effect on the registrant's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. That disclosure threshold is consistent with the existing disclosure threshold under which information that could have a material effect on financial condition, changes in financial condition or results of operations must be included in MD&A. The amendments will require disclosure of the following specified information to the extent necessary to an understanding of off-balance sheet arrangements and their material effects: * the nature and business purpose of the registrant's off-balance sheet arrangements; * the importance to the registrant for liquidity, capital resources, market risk or credit risk support or other benefits; * the financial impact and exposure to risk; and * known events, demands, commitments, trends or uncertainties that implicate the registrant's ability to benefit from its off-balance sheet arrangements. Consistent with the existing MD&A requirements, the amendments will contain a principles-based requirement that a registrant provide such other information that it believes is necessary for an understanding of its off-balance sheet arrangements and their specified material effects. In addition, the amendments will include a requirement for registrants to disclose, in a tabular format, the amounts of payments due under specified contractual obligations, aggregated by category of contractual obligation, for specified time periods. The categories of contractual obligations to be included in the table are defined by reference to the applicable accounting literature. Registrants will be required to comply with the disclosure requirements for off-balance sheet arrangements in Commission filings that are required to include financial statements for the fiscal years ending on or after June 15, 2003. Registrants will be required to comply with the disclosure requirements for the table of contractual obligations in Commission filings that are required to include financial statements for the fiscal years ending on or after Dec. 15, 2003. Registrants could voluntarily comply with the new disclosure requirements before the compliance dates. The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. (Press Rel. 2003-10) SEC ADOPTS RULES ON RETENTION OF RECORDS RELEVANT TO AUDITS AND REVIEWS The Commission today approved the adoption of Rule 2-06 of Regulation S- X to implement Section 802 of the Sarbanes-Oxley Act of 2002. Documents to be retained - Rule 2-06(a) will require that accounting firms retain records relevant to the audits or reviews of issuers' and registered investment companies' financial statements, including workpapers and other documents that form the basis of the audit or review, and memoranda, correspondence, communications, other documents, and records (including electronic records), which are created, sent or received in connection with the audit or review, and contain conclusions, opinions, analyses, or financial data related to the audit or review. Time of retention - Rule 2-06(a) also will require that records be retained for seven years after the auditor concludes the audit or review of the financial statements, instead of the proposed period of five years from the end of the fiscal period in which an audit or review was concluded. This change will coordinate the Commission's rule with the forthcoming auditing standards from the Public Company Accounting Oversight Board (PCAOB), which will require the retention of audit documentation for seven years. Workpapers - Rule 2-06(b) will define the term "workpapers" to be those documents that record the audit or review procedures performed, the evidence obtained, and the conclusions reached by the auditor. The definition will recognize that the PCAOB may establish auditing standards further defining the term. Differences of Opinion - Because the auditing literature requires that records be retained only if they "support" the auditor's report, proposed Rule 2-06(c) stated that records should be retained if they support or "cast doubt" on the final conclusions reached by the auditor. The proposed rule also stated that an example of records that "cast doubt" on an auditor's conclusions would be "documentation of differences of opinion concerning accounting and auditing issues." Several commenters stated that the proposed "cast doubt" language was unworkable and would lead accounting firms to retain documents related to virtually every exchange of ideas on any topic. In consideration of the comments received, the "cast doubt" language will be replaced with a requirement to keep records that either support the auditor's final conclusions or contain information or data, relating to a significant matter, that is inconsistent with the final conclusions of the auditor on that matter or on the audit or review. Rule 2-06(c) also will state that the documents and records to be retained include, but are not limited to, those documenting consultations on, or resolutions of, differences in professional judgment. The compliance date for these rules is October 31, 2003. The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. (Press Rel. 2003-11) ENFORCEMENT PROCEEDINGS ORDER INSTITUTING CEASE-AND-DESIST PROCEEDING AGAINST JAMES GLAZA On Jan. 21, the Commission instituted administrative and cease-and- desist proceedings against James F. Glaza (Glaza), a resident of Colorado Springs, Colorado. In the Order Instituting Public Administrative and Cease-And-Desist Proceedings and Notice of Hearing Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Order), the Division of Enforcement (Division) alleges, among other things, that from August 1999 through May 2000, Glaza offered to sell and sold to the public OnLine Power Supply, Inc. (OnLine) common and preferred stock that was not registered with the Commission and for which no valid exemption from registration was available. The Division further alleges that Glaza made untrue statements to investors through oral statements, offering memoranda and promotional newsletters regarding: (a) compensation he was receiving from OnLine for the sale of OnLine stock; (b) Glaza's ability to purchase OnLine stock at lower prices than those paid by investors in contemporaneous transactions; and (c) OnLine's orders, financial condition, business relationships with third parties, stock price projections, and OnLine's anticipated listing on Nasdaq. Finally, Glaza made untrue statements regarding the risk associated with investments in OnLine stock and facts relating to a loan he made to OnLine, including the use of investor proceeds to repay the loan. As a result, the Division alleges that Glaza violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Division requests that Glaza pay disgorgement plus reasonable interest, pay civil penalties, and be barred from participating in any offering of penny stock. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Glaza an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate and in the public interest. (Rel. 34-47222; File No. 3-11012) IN THE MATTER OF ANDOVER BROKERAGE, LLC, MICHAEL PICOZZI, III, ELIAS SCHECHTER, AND DAVID DAILY On Jan. 22, the Commission issued an Order Instituting Public Administrative and Cease-and-Desist Proceedings (Order) pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Exchange Act) against Andover Brokerage, LLC (Andover), its president, Michael Picozzi, III (Picozzi), and two of its traders, Elias Schechter (Schechter) and David Daily (Daily) (collectively, the Respondents). In the Order, the Division of Enforcement (Division) alleges that between May and October 1998, Andover, Schechter and Daily willfully violated Rule 10a-1(a) of the Exchange Act (Short Sale Rule) when Schechter and Daily executed for Andover's proprietary account 202 short sale transactions in New York Stock Exchange listed securities on minus- ticks. The Short Sale Rule prohibits the short sale of a listed security on a minus-tick. In each of these 202 transactions, Andover, Schechter and Daily did not identify these trades as short sales, but rather incorrectly marked them as "long" sales. The Division also alleges that Picozzi failed reasonably to supervise Schechter and Daily within the meaning of Section 15(b)(4) of the Exchange Act. Picozzi instituted an inadequate supervisory system by, among other things, failing to implement procedures reasonably designed to prevent traders from mismarking sell transactions or executing short sale orders on a minus-tick. The Division alleges that Andover willfully violated Sections 10(a) and 17(a) of the Exchange Act and Rules 10a-1(a), 10a-1(c), 10a-1(d) and 17a- 3(a)(6) thereunder, and that Schechter and Daily willfully violated Section 10(a) and Rule 10a-1(a) thereunder and caused Andover's violations of Sections 10(a) and 17(a) of the Exchange Act and Rules 10a- 1(c), 10a-1(d), and 17a-3(a)(6) thereunder. The Division seeks remedial sanctions, cease- and-desist orders, disgorgement plus prejudgment interest thereon, and civil penalties. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to afford the Respondents an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate and in the public interest. (Rel. 34-47228; File No. 3-11013) SEC SUES ONLINE POWER SUPPLY, INC. AND TWO FORMER OFFICERS The Commission announced today that it filed a civil injunctive action against OnLine Power Supply, Inc. (OnLine), headquartered in Englewood, Colorado, its former chief executive officer, Larry G. Arnold (Arnold), and its former president, Kris M. Budinger (Budinger). The Commission's complaint alleges that between June 1996 and May 2000, OnLine, Arnold and Budinger sold $17.7 million of OnLine stock through unregistered transactions. The complaint further alleges that in connection with these stock sales, OnLine, Budinger and Arnold made false and misleading statements or omitted to state material facts to investors concerning, among other things, compensation that OnLine paid to registered representatives, and Budinger and Arnold's misappropriation of some of the proceeds from the sale of 841,000 shares of OnLine treasury stock. According to the complaint, these false and misleading statements were contained in OnLine's periodic reports filed with the Commission and offering materials provided to investors. Moreover, the complaint alleges that OnLine, aided and abetted by Arnold and Budinger, failed to keep accurate books and records. The Commission's complaint alleges that OnLine violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act), Sections 10(b), 13(a) and 13(b)(2)(A) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. The complaint further alleges that Arnold and Budinger violated Sections 5(a), 5(c), and 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and aided and abetted Online's violations of Sections 13(a) and 13(b)(2)(A) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13 thereunder. The Commission seeks an injunction against OnLine, Arnold and Budinger, as well as an order requiring Arnold and Budinger to pay disgorgement plus prejudgment interest and civil penalties, and imposing officer and director bars and penny stock bars against them. [SEC v. OnLine Power Supply, Inc., Larry G. Arnold and Kris M. Budinger, Civ. Action No. 03-M-0121, USDC Colo.] (LR-17943) SEC CHARGES 11 INDIVIDUALS AND 2 ENTITIES FOR INSIDER TRADING IN WORTHINGTON FOODS, INC. COMMON STOCK AND OPTIONS On Jan. 21, the Commission filed three cases with the Federal District Court in Columbus, Ohio, charging eleven individuals and two entities with illegal insider trading in Worthington Foods, Inc. securities before the October 1, 1999, announcement that the Kellogg Company had entered into an agreement to acquire Worthington. The SEC alleged that in August and September 1999, Roger D. Blackwell, a former director of Worthington and a marketing professor at The Ohio State University, illegally disclosed inside information about Kellogg's proposed acquisition of Worthington to: (1) his father Dale Blackwell, (2) his son Christian Blackwell, (3) his office assistant and close friend Kelley Hughes and her husband Kevin Stacy, (4) his close friend and business associate attorney Arnold Jack, (3) Black-Jack Enterprises, Roger Blackwell's 50/50 investment partnership with Jack, and (6) the Roger Blackwell and Associates Pension Plan Trust, the pension plan for Roger Blackwell's marketing company. These persons and entities all bought Worthington stock shortly before the merger was announced and made profits of approximately $245,000. In a separate case, the SEC charged that in August 1999, David W. Maxwell, a former senior executive of Worthington, illegally tipped his barber Elton Jehn about the proposed acquisition. Jehn made approximately $192,000 by buying Worthington stock and options. Finally, in a third related action, the SEC alleged that in August and September 1999, William D. Parker, a former director of Worthington, disclosed inside information about Kellogg's proposed acquisition of Worthington to: (1) his accountant and brother, Charles N. Parker Sr., and (2) his close friend Danny H. Harris Sr. In that case, the SEC alleged that while William Parker illegally tipped Danny Harris, Charles Parker misappropriated the inside information. Charles Parker and Danny Harris made approximately $107,000 by illegally trading on the inside information. In settlement, without admitting or denying the allegations, William D. Parker and Danny H. Harris, Sr. have agreed to consent to orders permanently enjoining them from securities fraud violations. Harris also consented to pay a civil penalty of $42,546.90, and to surrender $42,546.90 in trading profits plus $8,977 in prejudgment interest. The cases are pending against the other defendants. [SEC v. Blackwell et al., USDC, S.D. Ohio, Civil Action No. C2-03-0063]; [SEC v. Parker et al., USDC, S.D. Ohio, Civil Action No. C2-03-0065]; [SEC v. Maxwell et al., USDC, S.D. Ohio, Civil Action No. C2-03-0064] (LR-17944) COURT ENTERS JUDGMENT, ORDERS PENALTIES AGAINST KENTUCKY MAN FOR INTERNET HOAX On Jan. 13, federal judge James Ware of the Northern District of California granted the Securities and Exchange Commission's motion for default judgment against Ned Sneiderman, enjoining the 25-year-old Louisville resident from committing securities fraud and ordering him to pay a $60,000 civil penalty. The SEC sued Sneiderman, 25, in January 2002, alleging that Sneiderman had posted a phony press release on a Yahoo! Internet bulletin board. The press release purported to announce that Extreme Networks, Inc. (Extreme Networks), a Santa Clara technology company, was acquiring Viasource Communications, Inc. (Viasource), a small Florida technology company. The phony news caused Viasource's stock price and volume to surge. According to the SEC's complaint, Sneiderman had purchased Viasource stock earlier that morning, and had hoped to profit from the price spike caused by his fraud. However, within an hour after the false posting, Extreme Networks and Viasource denied the existence of a tender offer, and trading in both stocks was halted temporarily, preventing Sneiderman from capitalizing on his fraud. Sneiderman repeatedly failed to appear before the court. In the Jan. 13, 2003, order, the court found that the SEC's complaint and evidence submitted by the SEC established Sneiderman's liability for securities fraud. The court permanently enjoined Sneiderman from violating Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and ordered him to pay $60,000 in civil penalties. [SEC v. Ned C. Sneiderman, USDC, NDCA, Civil Action No. C-02- 0001] (LR-17945) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES A proposed rule change has been filed by Nasdaq Liffe Markets (SR-NQLX- 2002-03) elating to final settlement prices for cash-settled security futures products and trading restrictions and suspensions. Publication of the proposal is expected in the Federal Register during the week of Jan. 20. (Rel. 34-47193) The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2003-03) to waive fees assessed under NASD Rule 7010(s) for new subscribers to Nasdaq PostData. Publication of the proposal is expected in the Federal Register during the week of Jan. 20. (Rel. 34- 47209) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES The Options Clearing Corporation filed a proposed rule change (SR-OCC- 2002-26), which became effective upon filing under Section 19(b)(3)(A) of the Securities Exchange Act of 1934, relating to the treatment of multiple accounts of the same type. Publication of the proposal is expected in the Federal Register during the week of Jan. 20. (Rel. 34- 47194) The National Securities Clearing Corporation filed a proposed rule change (SR-NSCC-2002-14), which became effective upon filing under Section 19(b)(3)(A) of the Securities Exchange Act of 1934, making a technical correction to NSCC's rules. Publication of the proposal is expected in the Federal Register during the week of Jan. 20. (Rel. 34- 47195) The Options Clearing Corporation filed a proposed rule change (SR-OCC- 2002-20), which became effective upon filing under Section 19(b)(3)(A) of the Securities Exchange Act of 1934, allowing OCC to amend OCC's schedule of fees to provide for an alternative, discounted fee schedule for clearing transactions in security futures. Publication of the proposal is expected in the Federal Register during the week of Jan. 20. (Rel. 34-47196) The National Securities Clearing Corporation filed a proposed rule change (SR-NSCC-2002-13), which became effective upon filing under Section 19(b)(3)(A) of the Securities Exchange Act of 1934, adding services that Data Services Only members of NSCC are permitted to access. Publication of the proposal is expected in the Federal Register during the week of Jan. 20. (Rel. 34-47197) The Options Clearing Corporation filed a proposed rule change (SR-OCC- 2002-24), which became effective upon filing under Section 19(b)(3)(A) of the Securities Exchange Act of 1934, clarifying the regulatory registration requirements for OCC members. Publication of the proposal is expected in the Federal Register during the week of Jan. 20. (Rel. 34-47198) The Options Clearing Corporation filed a proposed rule change (SR-OCC- 2002-25), which became effective upon filing under Section 19(b)(3)(A) of the Securities Exchange Act of 1934, amending the definition of market-maker in OCC's by-laws. Publication of the proposal is expected in the Federal Register during the week of Jan. 20. (Rel. 34-47199) A proposed rule change and Amendments Nos. 1 and 2 thereto filed by the Chicago Board Options Exchange to allow for limited side-by-side trading and integrated market making for certain securities and their related options (SR-CBOE-2002-63) has become immediately 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 Jan. 20. (Rel. 34-47200) A proposed rule change (SR-PCX-2002-79) filed by the Pacific Exchange to amend its schedule of fees and credits for certain transactions in listed securities on the Archipelago Exchange has become immediately 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 Jan. 20. (Rel. 34-47207) A proposed rule change filed by the National Association of Securities Dealers to extend the pilot period for Nasdaq PostData and the fees assessed under NASD Rule 7010(s) (SR-NASD-2003-02) 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 Jan. 20. (Rel. 34-47210) APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change (SR-PCX-2002-55) submitted by the Pacific Exchange regarding market maker quoting obligations. Publication of the proposal is expected in the Federal Register during the week of Jan. 20. (Rel. 34-47211) The Commission approved a proposed rule change filed by the International Securities Exchange (SR-ISE-2002-27), relating to the repeal of limitations on orders, under Section 19(b)(2) of the Securities Exchange Act of 1934. (Rel. 34-47212) 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-2 V I TECHNOLOGIES INC, 134 COOLIDGE AVE, WATERTOWN, MA, 02472, 5167527314 - 0 ($20,227,151.00) Equity, (File 333-102597 - Jan. 21) (BR. 01) SB-2 INTEGRATED TECHNOLOGY GROUP, 301 WEST MAIN, STE 500, ARDMORE, OK, 73401, 5802260511 - 4,300,000 ($5,102,000.00) Equity, (File 333-102598 - Jan. 21) (BR. 05) S-3 METRO-GOLDWYN-MAYER INC, 2500 BROADWAY ST, SANTA MONICA, CA, 90404, 3104493000 - 28,750,000 ($392,437,500.00) Equity, (File 333-102600 - Jan. 21) (BR. 05) S-8 ASIAINFO HOLDINGS INC, 4/F ZHONGDIAN INFORMATION TOWER 6, ZHONGGUANCUN SOUTH STREET HAIDIAN, BEIJING P R CHINA, F4, 100086, 00861062501658 - 0 ($4,353,040.19) Equity, (File 333-102601 - Jan. 21) (BR. 08) S-8 LABORATORY CORP OF AMERICA HOLDINGS, 358 S MAIN ST, BURLINGTON, NC, 27215, 3362291127 - 690,116 ($18,384,690.24) Equity, (File 333-102602 - Jan. 21) (BR. 01) S-3 INTERNATIONAL BUSINESS MACHINES CORP, NEW ORCHARD ROAD, ARMONK, NY, 10504, 9144991900 - 0 ($20,000,000,000.00) Unallocated (Universal) Shelf, (File 333-102603 - Jan. 21) (BR. 03) S-8 UNITED MICROELECTRONICS CORP, 993 HIGHLAND CIRCLE, LOS ALTOS, CA, 94024, 0118863577 - 23,930,000 ($15,075,900.00) Equity, (File 333-102605 - Jan. 21) (BR. 36) S-8 LABRANCHE & CO INC, ONE EXCHANGE PLAZA, NEW YORK, NY, 10006-3008, 2128200400 - 0 ($76,860,000.00) Equity, (File 333-102607 - Jan. 21) (BR. 07) S-8 FAIRCHILD INTERNATIONAL CORP, 595 HORNBY STREET STE 600, VANCOUVER BRITISH COLUMBIA, CANADA V6B 2W5, A1, 00000, 6046691040 - 925,000 ($120,250.00) Equity, (File 333-102608 - Jan. 21) (BR. 09) S-8 EQUITY RESIDENTIAL, TWO N RIVERSIDE PLZ, STE 400, CHICAGO, IL, 60606, 3124741300 - 0 ($558,026,229.64) Equity, (File 333-102609 - Jan. 21) (BR. 08) S-3D INVESTORS REAL ESTATE TRUST, 12 S MAIN STREET, SUITE 100, MINOT, ND, 58701, 701-837-4738 - 215,000 ($2,066,150.00) Equity, (File 333-102610 - Jan. 21) (BR. 08) S-8 SOUND FEDERAL BANCORP, 300 MAMARONECK AVE, MAMARONECK, NY, 10543-2647, 9146986400 - 593,039 ($2,271,231.00) Equity, (File 333-102611 - Jan. 21) (BR. 07) S-8 WASATCH PHARMACEUTICAL INC, 310 EAST 4500 SOUTH, SUITE 450, MURRY, UT, 84107, 801-266-4668 - 500,000 ($87,500.00) Equity, (File 333-102612 - Jan. 21) (BR. 02) SB-2 G2 COMPANIES INC, 14110 N. DALLAS PARKWAY, SUITE 365, DALLAS, TX, 75254, 972-726-9203 - 375,100 ($18,755.00) Debt Convertible into Equity, (File 333-102613 - Jan. 21) (BR. 09) S-8 2U ONLINE COM INC, 1288 ALBERNI ST STE 806, VANCOUVER BRITISH COLUMBIACANADAV6E4N5, BELLINGHAM, A2, 98226, 6046640484 - 7,000,000 ($490,000.00) Equity, (File 333-102614 - Jan. 21) (BR. 09) S-8 VISTACARE INC, 8125 N HAYDEN ROAD, SUITE 300, SCOTTSDALE, AZ, 85258, 4806484545 - 3,700,000 ($63,455,000.00) Equity, (File 333-102615 - Jan. 21) (BR. 01) S-8 DSE FISHMAN INC, 501 MANATEE AVE, STE B, HOLMES BEACH, FL, 34217, 9417792243 - 1,500,000 ($15,000.00) Equity, (File 333-102617 - Jan. 21) (BR. 08) S-8 SURETY HOLDINGS CORP, 850 FT PLAINS RD, PO BOX 249, HOWELL, NJ, 07731, 7328860706 - 15,000 ($87,750.00) Equity, (File 333-102618 - Jan. 21) (BR. 08) S-8 CONNETICS CORP, 3400 W BAYSHORE RD, PALO ALTO, CA, 94303, 4158432800 - 0 ($14,246,364.62) Equity, (File 333-102619 - Jan. 21) (BR. 01) S-3 ENDOCARDIAL SOLUTIONS INC, 1350 ENERGY LANE, STE 110, ST PAUL, MN, 55108, 6126447890 - 0 ($9,803,160.00) Equity, (File 333-102620 - Jan. 21) (BR. 36) S-8 P D C INNOVATIVE INDUSTRIES INC, 3701 NW 126TH AVE., CORPORATE PARK, BAY 5, CORAL SPRINGS, FL, 33065, (954) 341- - 1,100,000 ($33,000.00) Equity, (File 333-102621 - Jan. 21) (BR. 09) S-8 APOGENT TECHNOLOGIES INC, 411 E WISCONSIN AVE 24TH FLR, MILWAUKEE, WI, 53202, 4142746600 - 0 ($145,590,436.00) Equity, (File 333-102622 - Jan. 21) (BR. 36) S-8 CISCO SYSTEMS INC, 170 WEST TASMAN DR, SAN JOSE, CA, 95134-1706, 4085264000 - 0 ($1,031,233.28) Equity, (File 333-102623 - Jan. 21) (BR. 03) N-2 NICHOLAS APPLEGATE CONVERTIBLE & INCOME FUND, 1,000 ($15,000.00) Equity, (File 333-102624 - Jan. 21) (BR. ) S-8 SHARPS COMPLIANCE CORP, 9050 KIRBY DRIVE, STE 350, HOUSTON, TX, 77054, 713-432-0300 - 0 ($3,900,000.00) Equity, (File 333-102626 - Jan. 21) (BR. 36) S-8 PLAINS EXPLORATION & PRODUCTION CO, 500 DALLAS STREET, SUITE 700, HOUSTON, TX, 77002, 7137396740 - 0 ($7,053,850.00) Equity, (File 333-102627 - Jan. 21) (BR. 04) SB-2 CCP WORLDWIDE INC, 6040-A SIX FORKS RD, SUITE 179, RALEIGH, NC, 27609, 9198720401 - 1,995,000 ($199,500.00) Equity, (File 333-102629 - Jan. 21) (BR. ) S-3 GRANT PRIDECO INC, 1450 LAKE ROBBINS DRIVE, SUITE 600, THE WOODLANDS, TX, 77038, 2812978500 - 9,731,834 ($101,211,073.60) Equity, (File 333-102630 - Jan. 21) (BR. 04) S-4 LAMAR MEDIA CORP/DE, 5551 CORPORATE BLVD, BATON ROUGE, LA, 70808, 5049261000 - 0 ($260,000,000.00) Non-Convertible Debt, (File 333-102634 - Jan. 21) (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 ------------------------------------------------------------------------------------ 3 D SYSTEMS CORP DE X X 01/14/03 ABFC ASSET BACKED CERTIFICATES SERIES DE X X 12/26/02 ABFS MORT LOAN TRUST 2002-4 MORT PASS DE X X 01/15/03 ABFS MORTGAGE LOAN TRUST 2001-4 MORT- DE X X 01/15/03 ABFS MORTGAGE LOAN TRUST 2002-1 MTG P X X 01/15/03 ABFS MORTGAGE LOAN TRUST 2002-2 MTG P X X 01/15/03 ACE CASH EXPRESS INC/TX TX X X 01/03/03 ADELPHIA COMMUNICATIONS CORP DE X 01/17/03 ADVANCED MICRO DEVICES INC DE X X 01/16/03 ADVANTA BUSINESS RECIEVABLES CORP X 01/21/03 AK STEEL HOLDING CORP DE X X 01/20/03 ALCAN INC A6 X X 01/17/03 AMERICAN IR TECHNOLOGIES INC NV X 09/30/02 AMEND AMERIQUEST MORTGAGE SECURITIES INC DE X 01/17/03 AMR CORP DE X 01/21/03 ARCADIA RECEIVABLES FINANCE CORP DE X 01/15/03 ARCADIA RECEIVABLES FINANCE CORP DE X 01/15/03 ARCADIA RECEIVABLES FINANCE CORP DE X 01/15/03 ARCADIA RECEIVABLES FINANCE CORP DE X 01/15/03 ARCADIA RECEIVABLES FINANCE CORP DE X 01/15/03 ARCADIA RECEIVABLES FINANCE CORP DE X 01/15/03 ARCADIA RECEIVABLES FINANCE CORP DE X 01/15/03 ARCADIA RECEIVABLES FINANCE CORP DE X 01/15/03 ARCADIA RECEIVABLES FINANCE CORP DE X 01/15/03 ARENA PHARMACEUTICALS INC DE X X 01/17/03 ARROW ELECTRONICS INC NY X 01/14/03 ATHEROGENICS INC GA X 01/21/03 ATLAS AIR INC DE X 01/13/03 ATLAS AIR WORLDWIDE HOLDINGS INC DE X 01/13/03 AVATEX CORP DE X X X 01/21/03 AXCELIS TECHNOLOGIES INC DE X 01/06/03 BANK ONE CORP DE X X 01/16/03 BARNES GROUP INC DE X X 01/16/03 BAYCORP HOLDINGS LTD DE X X 11/01/02 AMEND BEAR STEARNS ASSET BACKED FUND INC WH DE X X 01/15/03 BECKMAN COULTER INC DE X X 01/20/03 BIOTIME INC CA X X 01/14/03 BORLAND SOFTWARE CORP DE X X 12/23/03 AMEND C COR NET CORP PA X X 01/16/03 CALYPTE BIOMEDICAL CORP DE X X 01/14/03 CALYPTE BIOMEDICAL CORP DE X X 12/23/02 AMEND CAMINUS CORP DE X X 01/20/03 CARDINAL FINANCIAL CORP VA X X 01/21/03 CARE CONCEPTS INC DE X X 01/15/03 AMEND CARE CONCEPTS INC DE X X 01/15/03 AMEND CASELLA WASTE SYSTEMS INC DE X X 01/21/03 CELLULAR TECHNICAL SERVICES CO INC DE X X 01/07/03 CENTEX CONSTRUCTION PRODUCTS INC DE X X 01/21/03 CHAMPION ENTERPRISES INC MI X X 01/21/03 CHUBB CORP NJ X X 01/09/03 CITGO PETROLEUM CORP DE X 01/21/03 CITICORP MORTGAGE SECURITIES INC DE X 09/25/02 CITICORP MORTGAGE SECURITIES INC DE X 09/25/02 CITICORP MORTGAGE SECURITIES INC DE X 09/25/02 CITICORP MORTGAGE SECURITIES INC DE X 09/25/02 CITICORP MORTGAGE SECURITIES INC DE X 09/25/02 CITICORP MORTGAGE SECURITIES INC DE X 09/25/02 CITICORP MORTGAGE SECURITIES INC DE X 09/25/02 CITICORP MORTGAGE SECURITIES INC DE X 09/25/02 CITICORP MORTGAGE SECURITIES INC DE X 09/25/02 CITIZENS BANKING CORP MI X X X 01/16/03 CITIZENS COMMUNICATIONS CO DE X X 01/21/03 CLOROX CO /DE/ DE X 01/15/03 CNB FINANCIAL CORP/PA PA X X 01/16/03 COACHMEN INDUSTRIES INC IN X X 01/20/03 COBIZ INC CO X X 01/16/03 CODORUS VALLEY BANCORP INC PA X X 01/21/03 COMMUNITY BANKS INC /PA/ PA X 12/31/02 CONSECO FINANCE CORP DE X X 01/17/03 CONSECO FINANCE CORP DE X X 01/17/03 CONSECO FINANCE CORP DE X X 01/17/03 CONSTELLATION BRANDS INC DE X X 01/21/03 CONSUMERS FINANCIAL CORP PA X 01/09/03 CORTEX SYSTEMS INC NV X 01/21/03 COX TECHNOLOGIES INC NC X X 01/20/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 01/21/03 CSFB MORTGAGE PASS THROUGH CERTIFICAT DE X X 12/26/02 CSFB MORTGAGE SEC CORP ABFS MORT LN DE X X 01/15/03 CV THERAPEUTICS INC DE X X 01/17/03 DELTAGEN INC DE X X 01/21/03 DILLARD ASSET FUNDING CO DE X X 12/16/02 DUANE READE INC DE X X 01/21/03 DYNAMIC HEALTH PRODUCTS INC FL X 01/21/03 AMEND EATON CORP OH X 01/21/03 EL PASO ELECTRIC CO /TX/ TX X 01/21/03 ENERGIZER HOLDINGS INC MO X 01/21/03 ETHYL CORP VA X X 01/21/03 EWORLDMEDIA HOLDINGS INC NV X X X 01/06/03 EXTEN INDUSTRIES INC DE X 01/17/03 FAIRCHILD SEMICONDUCTOR INTERNATIONAL DE X X 01/17/03 FAIRPOINT COMMUNICATIONS INC DE X X 01/21/03 FAO INC CA X X 01/17/03 FAO INC CA X 01/14/03 FEDERATED DEPARTMENT STORES INC /DE/ DE X 01/21/03 FENTURA FINANCIAL INC MI X 01/20/03 FINANCIAL ASSET SECS CORP FIRST FRANK DE X X 01/21/03 FIRSTENERGY CORP OH X 01/20/03 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 09/28/01 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 02/28/02 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 03/28/02 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 04/30/02 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 05/31/02 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 06/28/02 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 07/30/02 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 09/30/02 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 10/30/02 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 11/29/02 FLEET MORTGAGE CERTIFICATE TRUST 2001 NY X X 12/31/02 FLEETWOOD ENTERPRISES INC/DE/ DE X X 01/10/03 FLIGHT SAFETY TECHNOLOGIES INC NV X 01/16/03 FOREST OIL CORP NY X X 01/15/03 FORWARD INDUSTRIES INC NY X X 01/22/03 GAP INC DE X X 01/18/03 GARUDA CAPITAL CORP NV X 06/14/03 AMEND GEORGIA PACIFIC CORP GA X X 01/21/03 GRAND CENTRAL FINANCIAL CORP DE X X 01/16/03 GRANT PRIDECO INC DE X X X 12/20/02 AMEND GREENLAND CORP NV X 01/21/03 HALLIBURTON CO DE X 01/17/03 HARRIS CORP /DE/ DE X X 01/20/03 HAWAIIAN ELECTRIC INDUSTRIES INC HI X 01/20/03 HEALTHCARE REALTY TRUST INC MD X X 01/21/03 HERBST GAMING INC NV X X 01/16/03 HEWLETT PACKARD CO DE X X 01/21/03 HOOVERS INC DE X X 01/14/03 HOSOI GARDEN MORTUARY INC HI X 11/06/02 AMEND HOSPITALITY PROPERTIES TRUST MD X X 01/16/03 HOUSEHOLD FINANCE CORP DE X X 01/20/03 HOUSEHOLD INTERNATIONAL INC DE X 01/21/03 HYSEQ INC NV X X 01/21/03 I TRACK INC NV X 12/19/02 IASIS HEALTHCARE CORP DE X X 01/21/03 IBERIABANK CORP LA X X 01/21/03 IMPROVENET INC DE X X 01/13/03 INDIAN RIVER BANKING COMPANY FL X X 01/21/03 INDIGINET INC/FL FL X 12/31/02 INET TECHNOLOGIES INC DE X X 01/21/03 INNOVATIVE CLINICAL SOLUTIONS LTD DE X 01/21/03 INSIGHTFUL CORP DE X X 01/17/03 INTEGRATED PERFORMANCE SYSTEMS INC NY X 01/13/03 INTERCEPT INC GA X X 01/09/03 INTERNATIONAL TOTAL SERVICES INC OH X X 01/10/03 INTERPOOL INC DE X X 12/26/02 JAMESON INNS INC GA X X 01/21/03 KCS ENERGY INC DE X X 01/14/03 KINDER MORGAN ENERGY PARTNERS L P DE X 01/21/03 KINDER MORGAN INC KS X 01/21/03 KINDER MORGAN MANAGEMENT LLC DE X 01/21/03 LABRANCHE & CO INC DE X X 01/17/03 LAZARUS INDUSTRIES INC UT X X 01/15/03 LOCKWAVE TECHNOLOGIES INC NV X X 01/13/03 LOEWS CORP DE X X 01/21/03 LTV CORP DE X X 01/21/03 LUCAS EDUCATIONAL SYSTEMS INC DE X 11/06/02 AMEND MACKIE DESIGNS INC WA X X 01/16/03 MACREPORT NET INC DE X X 01/13/03 AMEND MANUFACTURED HOUSING CONT SEN/SUB PAS TN X 12/25/02 MARTIN MIDSTREAM PARTNERS LP DE X X 01/20/03 MAVERICK TUBE CORPORATION DE X X 01/21/03 MCK COMMUNICATIONS INC DE X X 01/21/03 MEDICAL STAFFING NETWORK HOLDINGS INC DE X 11/22/02 AMEND METRO-GOLDWYN-MAYER INC DE X 01/21/03 MID AMERICA APARTMENT COMMUNITIES INC TN X 01/20/03 MINERALS TECHNOLOGIES INC DE X 01/15/03 MOBILITY ELECTRONICS INC DE X X 01/14/03 MONROE BANCORP IN X X 01/21/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 01/21/03 MULLER MEDIA INC NV X X 01/21/03 NESCO INDUSTRIES INC NV X 01/15/03 NEW CENTURY HOME EQUITY LOAN TRUST SE DE X X 12/25/02 NOMADIC COLLABORATION INTERNATIONAL I NV X 01/10/03 NORTHEAST INDIANA BANCORP INC DE X X 01/20/03 NORTHWEST BANCORP INC PA X X 01/21/03 ONEOK INC /NEW/ OK X X 01/17/03 ONYX ACCEPTANCE OWNER TRUST 2002-A DE X 12/31/02 ONYX ACCEPTANCE OWNER TRUST 2002-B DE X 12/31/02 ONYX ACCEPTANCE OWNER TRUST 2002-C DE X 12/31/02 ONYX ACCEPTANCE OWNER TRUST 2002-D DE X 12/31/02 OPTION ONE MORTGAGE ACCEPTANCE CORP DE X 01/15/03 OPTION ONE MORTGAGE ACCEPTANCE CORP DE X X 01/14/03 PACKAGED ICE INC TX X X 01/21/03 PDV AMERICA INC DE X 01/21/03 PEOPLES BANCORP INC OH X 12/31/02 PEOPLES BANK CREDIT CARD MASTER TRUST CT X X 12/31/02 PERFICIENT INC DE X 01/17/03 PHARMACEUTICAL FORMULATIONS INC DE X 01/21/03 PHOTOGEN TECHNOLOGIES INC NV X 01/02/03 PMA CAPITAL CORP PA X X X 01/20/03 POLAROID CORP DE X X 01/15/03 PREMIER BANCORP INC /PA/ PA X X 01/16/03 PREMIER CLASSIC ART INC DE X X 11/06/02 AMEND PRIVATEBANCORP INC DE X X 01/21/03 REGENERON PHARMACEUTICALS INC NY X X 01/07/03 REINK CORP X 01/17/03 RESIDENTIAL ACCREDIT LOANS INC DE X X 12/30/02 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 01/21/03 RESONATE INC DE X X 01/14/03 RESOURCES ACCRUED MORTGAGE INVESTORS DE X X X 01/06/03 AMEND RICA FOODS INC NV X 01/13/03 RSTAR CORP DE X X 01/14/03 RURBAN FINANCIAL CORP OH X X 01/16/03 S&T BANCORP INC PA X 01/20/03 SATCON TECHNOLOGY CORP DE X X 01/17/03 SCHERING PLOUGH CORP NJ X X 01/17/03 SCOTIA PACIFIC CO LLC DE X 01/21/03 SEGWAY IV CORP NJ X 12/18/02 SFBC INTERNATIONAL INC DE X X 09/06/02 AMEND SHIRE PHARMACEUTICALS GROUP PLC X X 01/21/03 STATE STREET CORP MA X X 01/21/03 STRUCTURED ASSET MORT INV INC BEAR ST DE X 12/30/02 AMEND STURGIS BANCORP INC MI X X 01/16/03 SUSQUEHANNA BANCSHARES INC PA X X 01/21/03 SYNTHETIC TURF CORP OF AMERICA NV X X 12/27/02 TAITRON COMPONENTS INC CA X X 01/21/03 TALK AMERICA DE X X 12/17/03 TEPPCO PARTNERS LP DE X X 01/16/03 TEXAS REGIONAL BANCSHARES INC TX X X 01/21/03 TIDEWATER INC DE X 01/21/03 TMSF HOLDINGS INC UT X 11/04/02 AMEND TOYS R US INC DE X 01/21/03 TRANSWITCH CORP /DE DE X X 01/16/03 TRIARC COMPANIES INC DE X 01/21/03 TROY GROUP INC DE X 01/13/03 TRUSTCO BANK CORP N Y NY X 01/21/03 TRUSTMARK CORP MS X X 01/21/03 UNITED BANKSHARES INC/WV WV X X 01/21/03 US MICROBICS INC CO X X 01/17/03 USA INTERACTIVE DE X X 01/17/03 V FORMATION INC/NJ/ NJ X X 12/09/02 AMEND VALLEY FINANCIAL CORP /VA/ VA X 01/21/03 VANDERBILT MORT & FIN INC SENIOR SUB TN X 12/25/02 VANDERBILT MORT & FIN INC SENIOR SUB TN X 12/25/02 VANDERBILT MORTGAGE & FIN INC SEN SUB TN X 12/25/02 VARIAGENICS INC DE X X 01/21/03 VERITEC INC NV X 01/21/03 VIAD CORP DE X X 01/17/03 VINEYARD NATIONAL BANCORP CA X X 01/21/03 VINEYARD NATIONAL BANCORP CA X 01/21/03 VINTAGE PETROLEUM INC DE X X 01/21/03 VION PHARMACEUTICALS INC DE X X 01/21/03 VISCOUNT SYSTEMS INC NV X 01/21/03 VITA FOOD PRODUCTS INC NV X 11/06/02 AMEND VOICENET INC DE X 01/07/03 VOLKSWAGEN AUTO LEASE UNDERWRITTEN FU X X 01/21/03 WACHOVIA COMMERCIAL MORTGAGE SECURITI NC X X 01/17/03 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 01/16/03 WASTE CONNECTIONS INC/DE DE X 01/20/03 WELLCHOICE INC DE X X 01/16/03 WELLS FARGO & CO/MN DE X X 01/21/03 WORLD DIAGNOSTICS INC DE X X 01/15/03 XDOGS COM INC CO X 01/13/03 ZENITH NATIONAL INSURANCE CORP DE X X 01/20/03