SEC NEWS DIGEST Issue 2004-95 May 17, 2004 COMMISSION ANNOUNCEMENTS BARRY RASHKOVER, NORTHEAST REGIONAL OFFICE ASSOCIATE REGIONAL DIRECTOR AND CO-HEAD OF ENFORCEMENT, TO LEAVE COMMISSION Barry W. Rashkover, Associate Regional Director and Co-Head of Enforcement for the Commission's Northeast Regional Office, announced today that he will leave the Commission in June to become a partner in the law firm of Sidley Austin Brown & Wood LLP. Rashkover, 43, has served as served as Co-Head of Enforcement of the SEC's Northeast Regional Office since June 2000. Before that, he held various other positions as part of the office's enforcement staff including Assistant Regional Director and Senior Trial Counsel. During his tenure at the SEC, Rashkover has spearheaded some of the Commission's most significant enforcement matters. These include, for example: * landmark enforcement actions in March 2004 against five New York Stock Exchange specialist firms for unlawful proprietary trading resulting in a $240 million global settlement; * major accounting fraud cases including recent SEC enforcement actions arising out of improper revenue recognition at Computer Associates International, Inc., and SEC v. Adelphia Communications Corp., in which the SEC has alleged a multifaceted, extensive financial fraud; * insider trading cases of national prominence including SEC v. Martha Stewart and Peter Bacanovic and SEC v. Samuel and Jack Waksal; * Report on Investigation In the matter of Motorola, Inc., which set forth important public guidance on Commission Regulation FD and served as one of the Commission's first enforcement pronouncements concerning that regulation; * cases involving improper trading by New York Stock Exchange floor brokers and the regulatory responsibilities of national securities exchanges; * numerous emergency cases in federal court halting ongoing fraudulent securities offerings including SEC v. The Bennett Funding Group, Inc., which involved one of the largest securities "Ponzi" schemes ever; and * cases involving day-trading, margin lending rules, and other broker- dealer regulatory requirements. In 1999, Mr. Rashkover received the SEC's Stanley Sporkin Award, which is given by the Chairman of the SEC in recognition of outstanding contributions to the agency's enforcement program. Stephen M. Cutler, the Commission's Director of Enforcement, said, "Barry has had an outstanding career at the Commission. He has spearheaded some of our most important and complex investigations and cases. In matter after matter, he has demonstrated a keen intellect, terrific judgment and great dedication. We will miss his many talents and I will miss his friendship." Rashkover said, "Serving as an enforcement attorney at the Commission has been one of the most rewarding experiences of my career. I am extremely proud, in particular, of the many accomplishments of the Commission's New York-based enforcement group and know that the New York office will continue in the future to maintain its laudable reputation for excellence and fairness. I also feel privileged that, during my tenure at the Commission, I have been able to work with so many talented, dedicated and hardworking professionals Commission-wide." Before joining the Commission staff in 1995, Rashkover was a litigation associate at what is now Clifford Chance US LLP in New York. Rashkover received his J.D. from Cornell in 1986 and his A.B. from Columbia in 1983. (Press Rel. 2004-66) SEMIANNUAL REGULATORY AGENDA The Commission has authorized the publication of its Spring 2004 Regulatory Flexibility Act Agenda. The agenda is a general announcement to the public intended to provide advance notice of rulemaking actions. The agenda, which will not be available to the public until its publication, has been submitted by the Commission to the Regulatory Information Service Center for inclusion in the Unified Agenda of Federal Regulations scheduled for publication in the Federal Register in Spring 2004. Public comments regarding the agenda and the individual agenda entries are due by June 30, 2004. (Rels. 33-8421, 34-49706, 35- 27846, 39-2421, IA-2235, IC-26447, File No. S7-23-04) ENFORCEMENT PROCEEDINGS COMMISSION INSTITUTES PENNY STOCK BAR PROCEEDINGS AGAINST LARRY STOCKETT On May 17, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934 (the Order) against Larry A. Stockett, of Las Vegas, Nevada. The Division of Enforcement alleges that between at least July 1999 and April 2002, Stockett, formerly the president of Hightec, Inc. (Hightec), participated in an offering of Hightec stock, which was at relevant times a penny stock. The Order is based upon the entry of a permanent injunction against Stockett. The Division of Enforcement alleges in the Order that on March 4, 2004, the U.S. District Court for the District of Nevada entered a final judgment permanently enjoining Stockett from violations of Sections 5(a) and 5(c) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(d) and 16(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b- 25, 13a-1, 13a-11, 13a-13, 13d-1, 13d-2, 16a-2 and 16a-3 thereunder. [Securities and Exchange Commission v. Larry A. Stockett, Civil No. CV-S- 02-0607-PMP-LRL (D. Nevada).] A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Stockett an opportunity to dispute these allegations, and to determine whether a penny stock bar is appropriate and in the public interest. Pursuant to the Commission's Rules of Practice, an initial decision shall be issued by the administrative law judge within 210 days from service of the Order upon Stockett. (Rel. 34-49712; File No. 3-11491) COMMISSION RESOLVES ACTION THAT HALTED "PUMP AND DUMP" SCHEME TO MANIPULATE THE PRICE OF A COMPANY'S SECURITIES OVER THE INTERNET The Commission today announced that on April 30, 2004, the U.S. District Court in Los Angeles entered a final judgment imposing civil penalties against New Energy Corporation, based on San Diego, California, and Tor Ewald, of San Diego, California, New Energy's secretary and treasurer, for their participation in a "pump and dump" scheme to manipulate the price of New Energy securities over the Internet. New Energy and Ewald were ordered to pay civil penalties of $110,000 each. The Commission's complaint filed on Feb. 1, 2002, charged that New Energy, Ewald, Marcelino Colt aka Marcelino Colt Vasquez, and his firm, Geneva Financial Ltd., a Nevis corporation, and Magnum Financial LLC dba Stratos Research LLC, of Los Angeles, California, and its president, Michael S. Manahan, of San Pedro, California, were charged with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Colt and Geneva were also charged with violating Section 17(a) of the Securities Act of 1933. The complaint alleged that these defendants were part of a "pump and dump" scheme to manipulate New Energy's stock price during a one-month period ending on Jan. 18, 2002, when the Commission suspended trading. The Commission's complaint alleged that Colt orchestrated the manipulative scheme, including the hiring of Magnum to post a false and misleading buy recommendation, the distribution of mass e-mails or spam containing fraudulent statements, issuing a false and misleading press release, and placing the release onto New Energy's website. These statements included, among other things, false and misleading claims regarding a relationship with the Los Angeles Department of Water and Power, negotiations with Coca-Cola bottlers in Mexico for thermal generators, and false claims that New Energy's partner had a "virtual lock" on the world market for high concentration solar cells. Previously, New Energy and Ewald consented to the entry of a final judgment of permanent injunction that enjoined them from future violations of the antifraud provisions. New Energy and Ewald consented to the entry of that judgment without admitting or denying the Commission's allegations. Colt and Geneva failed to answer the Commission's complaint. The Commission obtained a final judgment against them that permanently enjoins them from future violations of the antifraud provisions. The judgment orders Colt and Geneva to pay civil penalties of $120,000 and $600,000, respectively, and to disgorge $495,848, plus prejudgment interest. That judgment also orders another defendant who did not answer the Commission's complaint, Hector Campa Acedo, to disgorge $120,020, plus prejudgment interest. Previously, Magnum and Manahan consented to the entry of a final judgment of permanent injunction that enjoined them from future violations of the antifraud provisions. Magnum and Manahan consented to the entry of those judgments without admitting or denying the Commission's allegations. Thereafter, Manahan consented to the entry of a final judgment imposing $50,000 in civil penalties against him. Finally, two other individuals named as relief defendants in the Commission's complaint, consented to the entry of final judgments of disgorgement. York Chandler agreed to disgorge $82,500 and Burke Maxfield agreed to disgorge $26,000. The final judgment imposing civil penalties on New Energy and Ewald concludes the Commission's action in this matter. [SEC v. New Energy Corp., Tor Ewald, Geneva Financial Ltd., Marcelino Colt aka Marcelino Colt Vasquez, Magnum Financial, LLC, Michael S. Manahan, BLD Trust, Barclay Davis, Loretta Davis, Burke T. Maxfield, York Chandler, and Hector Campa Acedo, (Civil Action No. CV-02-989-MMM (CWx) CDCA] (LR- 18712) JUDGMENT ENTERED AGAINST BRETT BRUBAKER AND ABRAHAM & SONS CAPITAL, INC. ENFORCING COMMISSION ORDER The Commission announced that on May 3, 2004, the Honorable Wiley Y. Daniel of the U.S. District Court for the District of Colorado granted the Commission's Application for an Order Directing Compliance with an Order of the Securities and Exchange Commission and entered a Judgment against defendants Brett G. Brubaker (Brubaker) of Texas Creek, Colorado, a former registered representative, and Abraham & Sons Capital, Inc. (ASCI), a former registered investment adviser that was located in Illinois. The Commission's Application, filed on Aug. 27, 2003, alleged that Brubaker and ASCI failed to comply with the Commission's Opinion and Order Imposing Remedial Sanctions dated July 31, 2001, which among other things, required Brubaker and ASCI to each pay civil penalties in the amount of $50,000. The Judgment requires Brubaker and ASCI to comply with the Commission's Opinion and Order within 21 days of its entry. In its July 31, 2001, Opinion and Order Imposing Remedial Sanctions, the Commission found, among other things, that Brubaker and ASCI defrauded their hedge fund clients by materially overstating the hedge fund's performance and the value of each client's interest in the hedge fund. [SEC v. Brett G. Brubaker and Abraham & Sons Capital, Inc., Civil Action No. 03-D-1637 (PAC), USDC, District of Colorado] (LR-18713) SEC FILES SETTLED ACTION AGAINST DALLAS AREA INVESTMENT ADVISER AND ITS PRINCIPAL FOR FRAUD On May 13, 2004, the Commission filed a settled civil action in U.S. District Court for the Northern District of Texas in Dallas against Warren Asset Management, LLC (WAM), a Commission-registered investment adviser, its sole owner and manager, Weldon R. Warren, and Warren's private investment fund, DG Private Investment Fund, LLC (DGPIF). WAM, Warren and DGPIF (defendants) agreed to be enjoined from violating the federal securities laws' antifraud and record-keeping provisions. In the civil action, the Commission alleges that the defendants misled clients about their investment performance record, failed to properly disclose a fee increase for DGPIF, placed the funds of their clients, some of whom are elderly and unsophisticated, in highly leveraged investments without disclosing many of the associated risks, and failed to maintain and provide to their clients a wide assortment of required records. The Commission also alleges that Warren failed to comply with the Commission's examination process, by refusing to respond to the staff's requests for information and documentation. Finally, the Commission alleges that WAM is no longer eligible to be a Commission- registered investment adviser. [SEC v. Warren Asset Management, LLC, DG Private Investment Fund, LLC and Weldon R. Warren individually and d/b/a Dynamic Financial Management, Civil Action No. 3:04-CV-1038-R, USDC/NDTX (Dallas Division)] (LR-18714) SEC CHARGES LUCENT TECHNOLOGIES INC. AND TEN DEFENDANTS FOR A $1.1 BILLION ACCOUNTING FRAUD LUCENT WILL PAY A $25 MILLION PENALTY THREE INDIVIDUALS ALSO SETTLE SECURITIES FRAUD CHARGES The Commission today filed fraud charges in the U.S. District Court for the District of New Jersey against Lucent Technologies Inc. and ten individuals. The complaint alleges that Lucent fraudulently and improperly recognized approximately $1.148 billion of revenue and $470 million in pre-tax income during its fiscal year 2000 (Oct. 1, 1999 to Sept. 30, 2000) in violation of Generally Accepted Accounting Principles (GAAP). $511 million of revenue and $91 million in pre-tax income were recognized prematurely in quarterly results during Lucent's fiscal year 2000. The remaining $637 million in revenue and $379 million in pre-tax income should not have been recognized at all during Lucent's fiscal year 2000. These GAAP violations were made in at least ten transactions in fiscal 2000, and Lucent violated GAAP by recognizing revenue on these transactions both in circumstances: (a) where it could not be recognized under GAAP; and (b) by recording the revenue earlier than was permitted under GAAP. SEC Complaint Individuals Sued: The SEC complaint alleges the following: Lucent's violations of GAAP were due to the fraudulent and reckless actions of the defendants and were also the result of deficient internal controls that led to numerous accounting errors by others. In their drive to realize revenue, meet internal sales targets and/or obtain sales bonuses, Lucent officers, (Aversano and Carter), executives, (Dorn, Plunkett, Bratten, and Harris), and employees, (Elliott, Petrini, and Hayes-Bullock) improperly granted, and/or failed to disclose, various side agreements, credits and other incentives (collectively, extra- contractual commitments) made to induce Lucent's customers to purchase the company's products. In carrying out their fraudulent conduct, the defendants violated and circumvented Lucent's internal accounting controls, falsified documents, hid side agreements with customers, failed to inform personnel in Lucent's corporate finance and accounting structure of the existence of the extra-contractual commitments or, in some instances, took steps to affirmatively mislead them. In addition, Ackerman, at the time an officer of Winstar, engaged in a scheme with Plunkett that resulted in Lucent improperly recording a $125 million software purchase by Winstar at the end of Lucent's fourth quarter of fiscal year 2000. Conduct Aversano and Dorn engaged in a pattern and practice of orally granting Anixter International, Inc. and Graybar Electric Company (Lucent's top two distributors) certain rights and privileges beyond those contained in their respective distribution agreements with Lucent. While the specific rights and privileges granted to Anixter and Graybar varied from transaction to transaction, the general nature of the agreements was that if these distributors took the product offered by Lucent they would not get hurt in a given transaction; that Lucent would assist them in moving the product to end-customers; and that Lucent would accept a return of the product if sales to the end-customers did not materialize. Despite the fact that Aversano and Dorn knew, or were reckless in not knowing, that the verbal agreements entered into in connection with these transactions made revenue recognition improper under GAAP, they nevertheless failed to inform Lucent's CFO structure of the existence of those agreements. Moreover, on some occasions Aversano and Dorn affirmatively misrepresented facts to members of Lucent's CFO structure. In total, Aversano and Dorn's fraudulent conduct resulted in Lucent materially overstating its pre-tax income for fiscal year 2000 by approximately 7 percent. In September 2000, Plunkett negotiated, with the assistance of Lucent's Winstar sales team members, Harris and Petrini, the sale of $135 million worth of software in a software pool transaction with Ackerman of Winstar. The software pool arrangement allowed Winstar to select software by Sept. 29, 2001, and Lucent to recognize $135 million in revenue in its fiscal year ending September 30, 2000. Responding to pressure from Lucent's senior management, including Aversano, to recognize revenue, Plunkett reached an agreement with Ackerman in which Winstar would pay Lucent $135 million for the software and the parties would separately document additional elements of the software pool transaction that would give Winstar additional value. The additional value came in the form of a $35 million credit to be applied to Winstar's future purchases, a $45 million credit expected to comprise substantially all the cost of a network integration laboratory for Winstar, and reduced pricing for Winstar on purchases of equipment for building and hub sites (the side agreements). To ensure that Lucent's accountants would not deduct the value of the side agreements from the $125 million ($135 million less a $10 million properly documented credit) Lucent would recognize on the software pool agreement in September 2000, Plunkett instructed Petrini to draft and post-date three letters documenting the side agreements with fictitious dates in October 2000. The effect of the post-dated letters was to create the appearance that the side agreements were reached after Sept. 30, 2000, and were not connected to the software pool agreement. Petrini drafted and post-dated the letters as instructed and Plunkett signed the post-dated letters on Sept. 29, 2000. Petrini told Harris that Plunkett and Petrini had documented the side-agreements in post- dated letters. In addition, after receiving an email specifically requesting any information regarding discounts or incentives offered by Lucent to Winstar, Harris, despite knowing of the existence of the side agreements and the true nature of the concessions granted to Winstar, nevertheless failed to disclose the side agreements to Lucent's accountants. Ackerman received the three executed post-dated letters on Sept. 29, 2000, and knew that they did not accurately portray the entire software pool transaction. Nevertheless, Ackerman agreed to Plunkett's post- dating of Lucent's obligations thereby creating the false appearance that they had been agreed to after September 30, 2000. Ackerman also counter-signed the letter dealing with reduced pricing on purchases of equipment for building and hub sites. Ackerman post-dated that letter Oct. 20, 2000, and sent that executed letter back to Plunkett on Sept. 29, 2000. Petrini, Harris, Plunkett, and Ackerman knew, or were reckless in not knowing, that if the credits and discounts had been properly recorded by Lucent in the same quarter that the software pool agreement was executed, Lucent would not have recognized $125 million on the transaction. By engaging in such conduct, Ackerman aided and abetted Lucent's fraud. In a transaction with AT&T wireless services (AWS) Carter and Hayes- Bullock knew, or were reckless in not knowing, that Lucent's recognition of $53 million of revenue and operating income on June 30, 2000, at the end of Lucent's third quarter of fiscal year 2000, violated GAAP. Starting in approximately the summer of 1999, Lucent and AWS began to negotiate a new business model known as Voice Path Pricing (VPP). Under VPP, AWS would no longer pay Lucent for the individual pieces of equipment that make up a telecommunications network as they had done traditionally (conventional pricing). Instead, AWS would pay a price for each voice path - in essence pay for each data/voice connection that could be handled on the finished network. While the VPP agreement continued to be negotiated, Carter authorized his subordinates to enter into a verbal agreement with AWS. Through that verbal agreement, Lucent and AWS agreed that VPP would be retroactively applied to product purchased between April 1, 2000 and the date the agreement was ultimately reached (interim period). As part of this side agreement, any pricing differential between VPP and conventional pricing for product purchased during the interim period would be adjusted through credits via a "true-up" process once the VPP agreement was finalized. In effect, the parties agreed to have VPP commence on April 1, 2000. Hayes-Bullock, who was the CFO for Lucent's AT&T customer business unit, was aware the oral side agreement had been entered into with AWS. During the interim period, Lucent provided AWS with switching equipment valued at $53 million under conventional pricing. In order to recognize revenue on the switches, Carter instructed his subordinates to obtain a purchase order from AWS for the switches. AWS provided a purchase order at the end of Lucent's third quarter of fiscal year 2000 with the explicit understanding that - in conformity with the original oral understanding - Lucent would provide a credit for the invoiced amount and that AWS would ultimately pay the VPP price for the equipment. On June 30, 2000, at the end of Lucent's third quarter of fiscal year 2000, this switching equipment was invoiced under conventional pricing and Lucent violated GAAP by recognizing revenue and operating income in the amount of $53 million. Carter and Hayes-Bullock knew, or were reckless in not knowing, that Lucent's recognition of the revenue and operating income violated GAAP because the price AWS would ultimately pay for the switches was not fixed and determinable, and Lucent could have no expectation that it would collect $53 million for the switching equipment because the parties had agreed AWS would receive an offsetting $53 million credit. Carter and Hayes-Bullock also took affirmative steps to mislead Lucent's Chief Accountant about the existence and nature of the side agreement with AWS. On Sept. 30, 2000, Lucent and BellSouth Telecommunications, Inc. (BellSouth) entered into a software pooling agreement, called LOA 105, which obligated BellSouth to pay Lucent $95 million by April 1, 2001 for software that it had to select by September 30, 2002. To induce BellSouth to enter into LOA 105, Bratten agreed to provide BellSouth with a $20 million credit and a 2 percent price discount (valued at $1 million). Bratten failed to notify Lucent's CFO structure that he had agreed to the credit and discount as part of a software pooling transaction. In addition, on October 10, 2000, Bratten executed a letter to BellSouth that falsely represented that the credit and discount had been granted on that date rather than in September. The letter was drafted by Elliott, who knew that Bratten had granted the credit and discount in September as an inducement for BellSouth to enter into LOA 105. As a result of their fraudulent conduct, Lucent violated GAAP by recording the entire $95 million as revenue and operating income, rather than $74 million. SEC SETTLEMENTS Lucent, Plunkett, Harris and Petrini have agreed to settle these matters without admitting or denying the allegations in the complaint. The Commission expects the penalties from the settling defendants to be distributed pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002. The settlement terms are subject to court approval. Lucent has consented to the entry of a judgment that enjoins it from violations of the anti-fraud, reporting, books and records and internal control provisions of the federal securities laws, (Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, Section 13(a) of the Exchange Act and Rules 13a-11, 13a-13, and 12b-20 thereunder, and Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act). Lucent will also pay a $25,000,000 civil penalty and $1 in disgorgement. Plunkett, Harris and Petrini have each consented to the entry of a judgment that enjoins them from violating the anti-fraud provisions of the federal securities laws and from knowingly circumventing internal controls (Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and Section 13(b)(5) of the Exchange Act), and from aiding and abetting violations of the reporting, books and records and internal control provisions of the federal securities laws (Section 13(a) of the Exchange Act and Rules 13a-11 and 12b-20 thereunder, and Sections 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act). Additionally, Plunkett has consented to an order permanently barring him from acting as an officer or director of any public company and payment of a $110,000 civil penalty. Harris has consented to an order baring her from acting as an officer or director of a public company for five years and payment of a $100,000 civil penalty. In addition, Petrini will disgorge $109,505, representing profits gained as a result of the conduct alleged in the complaint, together with prejudgment interest thereon in the amount of $23,487, and pay a civil penalty of $60,000. THE REMAINING DEFENDANTS The seven remaining defendants have not reached settlements with the Commission. All of these defendants, except Ackerman, have been charged with violating, and aiding and abetting the violation of, the anti-fraud provisions of the federal securities laws and aiding and abetting violations of the reporting, books and records and internal control provisions of the federal securities laws. The Commission seeks, as to all these defendants, except Ackerman, permanent injunctions against future violations of these provisions of the federal securities, disgorgement of ill-gotten gains (including salaries and other benefits), prejudgment interest thereon and civil penalties. For Aversano and Carter, the Commission also seeks orders prohibiting them from acting as an officer or director of any public company. Solely as to Aversano, the Commission also seeks an injunction from future violations of Exchange Act Rule 13b2-2, which prohibits, among other things, making materially false or misleading statements to an accountant in connection with an audit or examination of financial statements that will be filed with the Commission. The Commission's complaint charges Ackerman with aiding and abetting Lucent's violation of the antifraud provisions of the federal securities laws and the reporting, books and records and internal control provisions. The Commission seeks from Ackerman a permanent injunction against aiding and abetting future violations of these provisions of the federal securities laws, disgorgement of ill-gotten gains (including salaries and other benefits), prejudgment interest thereon and civil penalties. SEC v. Lucent Technologies Inc., Nina Aversano, Jay Carter, A. Leslie Dorn, William Plunkett, John Bratten, Deborah Harris, Charles Elliott, Vanessa Petrini, Michelle Hayes-Bullock, and David Ackerman, D.N.J.] (LR-18715; AAE Rel. 2016; Press Rel. 2004-67) STANDARDS SETTING BOARDS APPROVAL OF PROPOSED RULES The Commission approved proposed rules (PCAOB-2003-07) submitted by the Public Company Accounting Oversight Board governing investigations and adjudications relating to registered public accounting firms. Publication of the approval order is expected in the Federal Register during the week of May 17. (Rel. 34-49704) APPROVAL OF PROPOSED AUDITING STANDARD NO. 1 The Commission approved Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1, entitled "References in Auditors' Reports to the Standards of the Public Company Accounting Oversight Board." Auditing Standard No. 1 requires that an auditor's report issued in connection with any engagement performed in accordance with the auditing and professional practice standards of the PCAOB state that the engagement was performed in accordance with "the standards of the Public Company Accounting Oversight Board (United States)." Auditing Standard No. 1 states that upon its adoption "a reference to generally accepted auditing standards in auditors' reports is no longer appropriate or necessary." Publication of the approval order is expected in the Federal Register during the week of May 17. (Rel. 34- 49707) COMMISSION GUIDANCE ON IMPLEMENTATION OF AUDITING STANDARD NO. 1 Concurrently with the approval of Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 1, entitled "References in Auditors' Reports to the Standards of the Public Company Accounting Oversight Board," the Commission also approved the issuance of an interpretive release to clarify certain issues relating to the implementation of Auditing Standard No. 1. Publication of the interpretative release is expected in the Federal Register during the week of May 17. (Rels. 33- 8422; 34-49708; FR-73) SELF-REGULATORY ORGANIZATIONS ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change (SR-CBOE-2004-09) submitted by the Chicago Board Options Exchange relating to options on certain CBOE volatility indexes. Publication of the proposal is expected in the Federal Register during the week of May 17. (Rel. 34-49698) APPROVAL OF PROPOSED RULE CHANGE The Commission granted approval to a proposed rule change (SR-Amex-2004- 12) submitted by the American Stock Exchange relating to audit committee meeting requirements applicable to registered closed-end management investment companies. Publication of the proposal is expected in the Federal Register during the week of May 17. (Rel. 34-49700) PROPOSED RULE CHANGE A proposed rule change has been filed by The Depository Trust Company (SR-DTC-2004-03) to allow DTC to modify how DTC processes deliveries under its Money Market Instrument Program Procedures. Publication of the proposal is expected in the Federal Register during the week of May 17. (Rel. 34-49709) DELISTINGS GRANTED An order has been issued granting the application of the Philadelphia Stock Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation respecting underlying securities of the following companies, effective at the opening of business on May 17, 2004: Australian Dollar Month-End Foreign Currency Option (ADW/AZW/EDA/EAW) British Pound Month-End Foreign Currency Option (BPW/EPO) Canadian Dollar Month-End Foreign Currency Option (CDW/ECD) Euro Month-End Foreign Currency Option (XEW/ZEN/ECW/ECN) Japanese Yen Month-End Foreign Currency Option (JYW/JYZ/EJY/EJZ) Swiss Franc Month-End Foreign Currency Option (SFW/SFZ/ESW/ESZ) (Rel. 34-49710) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . SB-2 UNITED ENERGY CORP /NV/, 600 MEADOWLANDS PARKWAY, SECAUCUS, NJ, 07094, 2018420288 - 2,500,000 ($2,650,000.00) Equity, (File 333-115484 - May. 14) (BR. 04) S-3 UNUMPROVIDENT CORP, 1 FOUNTAIN SQUARE, CHATTANOOGA, TN, 37402, 2077702211 - 0 ($600,000,000.00) Other, (File 333-115485 - May. 14) (BR. 01) S-4 El Pollo Loco, Inc., 3333 MICHELSON DRIVE, SUITE 550, IRVINE, CA, 92612, 949-399-2085 - 0 ($110,000,000.00) Equity, (File 333-115486 - May. 14) (BR. 05) S-8 CALPINE CORP, 50 WEST SAN FERNANDO ST, SAN JOSE, CA, 95113, 4089955115 - 10,000,000 ($41,200,000.00) Equity, (File 333-115487 - May. 14) (BR. 02) S-4 PINNACLE ENTERTAINMENT INC, 3800 HOWARD HUGHES PARKWAY, SUITE 1800, LAS VEGAS, NV, 89109, 702-784-7777 - 0 ($200,000,000.00) Non-Convertible Debt, (File 333-115488 - May. 14) (BR. 05) S-1 DEX MEDIA INC, 0 ($1,500,000,000.00) Equity, (File 333-115489 - May. 14) (BR. 05) S-4 WII Components, Inc., 525 LINCOLN AVENUE, SE, ST. CLOUD, MN, 56304, 320-252-1503 - 0 ($120,000,000.00) Equity, (File 333-115490 - May. 14) (BR. 06) S-4 GEORGIA GULF CORP /DE/, 400 PERIMETER CTR TERRACE, STE 595, ATLANTA, GA, 30346, 7703954500 - 0 ($100,000,000.00) Debt Convertible into Equity, (File 333-115491 - May. 14) (BR. 06) S-8 CORRECTIONS CORP OF AMERICA, 10 BURTON HILLS BLVD, N/A, NASHVILLE, TN, 37215, 6152633000 - 0 ($50,902,500.00) Equity, (File 333-115492 - May. 14) (BR. 06) S-8 CORRECTIONS CORP OF AMERICA, 10 BURTON HILLS BLVD, N/A, NASHVILLE, TN, 37215, 6152633000 - 0 ($2,545,125.00) Equity, (File 333-115493 - May. 14) (BR. 06) S-8 INTEGRATED SILICON SOLUTION INC, 2231 LAWSON LANE, SANTA CLARA, CA, 95054-3311, 4085880800 - 600,000 ($7,542,000.00) Equity, (File 333-115494 - May. 14) (BR. 36) S-8 EVERGREENBANCORP INC, 301 EASTLAKE AVENUE EAST, SEATTLE, WA, 98109, 2066284250 - 0 ($1,299,540.00) Equity, (File 333-115495 - May. 14) (BR. 07) S-1 EDUCATE INC, 1001 FLEET STREET, BALTIMORE, MD, 21022, 410-843-6848 - 0 ($287,500,000.00) Equity, (File 333-115496 - May. 14) (BR. 37) S-3 NEORX CORP, 300 ELLIOTT AVENUE WEST, SUITE 500, SEATTLE, WA, 98119-4114, 2062817001 - 0 ($662,894.00) Equity, (File 333-115497 - May. 14) (BR. 01) S-8 COHERENT INC, 5100 PATRICK HENRY DR, SANTA CLARA, CA, 95054, 4087644000 - 0 ($88,672,500.00) Equity, (File 333-115498 - May. 14) (BR. 36) S-8 INCARA PHARMACEUTICALS CORP, 15,000,000 ($6,375,000.00) Equity, (File 333-115499 - May. 14) (BR. 01) S-4 MEMBERWORKS INC, 680 WASHINGTON BLVD., SUITE 1100, STAMFORD, CT, 06901, 2033247635 - 0 ($150,000,000.00) Non-Convertible Debt, (File 333-115500 - May. 14) (BR. 08) S-8 RASCALS INTERNATIONAL INC, 414 EAGLE ROCK AVENUE, STE 308, WEST ORANGE, NJ, 07052, 9732438080 - 20,000,000 ($1,500,000.00) Equity, (File 333-115503 - May. 14) (BR. 05) S-4 Atlantic Broadband Finance, LLC, 1266 FURNACE BROOK PARKWAY, SUITE 403, QUINCY, MA, 02169, 617-786-8800 - 0 ($150,000,000.00) Non-Convertible Debt, (File 333-115504 - May. 14) (BR. 37) S-8 AASTROM BIOSCIENCES INC, 24 FRANKL LLOYD WRIGHT DR, PO BOX 376, ANN ARBOR, MI, 48106, 7349305555 - 2,000,000 ($1,880,000.00) Equity, (File 333-115505 - May. 14) (BR. 01) S-8 CEVA INC, 2033 GATEWAY PLACE, SUITE 150, SAN JOSE, CA, 95110-1002, 4085142900 - 1,500,000 ($12,120,000.00) Equity, (File 333-115506 - May. 14) (BR. 36) S-3 GLOBAL POWER EQUIPMENT GROUP INC/, 6120 SOUTH YALE, SUITE 1480, TULSA, OK, 74136, 9184880828 - 0 ($200,000,000.00) Unallocated (Universal) Shelf, (File 333-115507 - May. 14) (BR. 06) S-1 TELEWEST GLOBAL INC, C/O CT CORPORATION SYSTEM, 1209 ORANGE STREET, WILMINGTON, DE, 19801, 442072995096 - 1,000,000 ($16,651,162.80) Equity, (File 333-115508 - May. 14) (BR. 37) S-3 AMYLIN PHARMACEUTICALS INC, 9360 TOWNE CENTRE DR, SUITE 110, SAN DIEGO, CA, 92121, 6195522200 - 0 ($200,000,000.00) Debt Convertible into Equity, (File 333-115509 - May. 14) (BR. 01) S-1 EUROBANCSHARES INC, 0 ($65,000,000.00) Equity, (File 333-115510 - May. 14) (BR. 09) S-3 MED-DESIGN CORP, 2810 BUNSEN AVE, VENTURA, CA, 93003, 8053390375 - 126,796 ($2.22) Equity, (File 333-115511 - May. 14) (BR. 36) S-8 CONCORD COMMUNICATIONS INC, 600 NICKERSON RD, MARLBORO, MA, 01752, 5084604646 - 0 ($5,750,000.00) Equity, (File 333-115512 - May. 14) (BR. 03) S-1 OGLEBAY NORTON CO /OHIO/, 1001 LAKESIDE AVE, 15TH FL, CLEVELAND, OH, 44114, 216861 8620 - 125,000,000 ($125,000,000.00) Equity, (File 333-115513 - May. 14) (BR. 04) S-2 TASKER CAPITAL CORP, 40 GROVE ST, STE 140, WELLESLEY, MA, 024827702, 7812373600 - 34,100,000 ($12,958,000.00) Equity, (File 333-115514 - May. 14) (BR. 04) S-3 INTERMUNE INC, 3280 BAYSHORE, BLVD, BRISBANE, CA, 94005, 415 466 2200 - 0 ($170,000,000.00) Other, (File 333-115516 - May. 14) (BR. 01) S-8 FIRST OAK BROOK BANCSHARES INC, 1400 16TH ST, OAK BROOK, IL, 60523, 6305711050 - 250,000 ($7,455,000.00) Equity, (File 333-115517 - May. 14) (BR. 07) SB-2 SOUTHERN CONNECTICUT BANCORP INC, 215 CHURCH STREET, NEW HAVEN, CT, 06510, 2037821100 - 0 ($15,000,000.00) Equity, (File 333-115518 - May. 14) (BR. 07) S-8 HUMAN BIOSYSTEMS INC, 1127 HARKER AVE, PALO ALTO, CA, 94301, 6503230943 - 542,693 ($92,257.81) Equity, (File 333-115519 - May. 14) (BR. 01) S-8 COOPER COMPANIES INC, 6140 STONERIDGE MALL RD, STE 590, PLEASANTON, CA, 94588, 9254603600 - 0 ($13,385,000.00) Equity, (File 333-115520 - May. 14) (BR. 36) S-8 EXULT INC, 121 INNOVATION DRIVE SUITE 200, IRVINE, CA, 92612, 9498568800 - 0 ($31,844,416.00) Equity, (File 333-115521 - May. 14) (BR. 08) S-1 SYBARI SOFTWARE INC, 353 LARKFIELD ROAD, EAST NORTHPORT, NY, 11731, 8002391095 - 0 ($57,500,000.00) Equity, (File 333-115522 - May. 14) (BR. ) S-1 INCARA PHARMACEUTICALS CORP, 0 ($27,394,200.00) Equity, (File 333-115523 - May. 14) (BR. 01) S-8 SONIC INNOVATIONS INC, 2795 EAST COTTONWOOD PARKWAY, SUITE 660, SUITE 660, SALT LAKE CITY, UT, 84117-7261, 8013652800 - 894,564 ($8,126,901.60) Equity, (File 333-115524 - May. 14) (BR. 36) S-8 GENAISSANCE PHARMACEUTICALS INC, FIVE SCIENCE PARK, NEW HAVEN, CT, 06511, 2037731450 - 0 ($1,554,000.00) Equity, (File 333-115526 - May. 14) (BR. 01) S-3 DUPONT PHOTOMASKS INC, 131 OLD SETTLERS BLVD, ROUND ROCK, TX, 78664, 5122440024 - 0 ($3,776,567.30) Equity, (File 333-115527 - May. 14) (BR. 36) S-8 SOVEREIGN BANCORP INC, 2000 MARKET ST, PHILADELPHIA, PA, 19103, 2155574630 - 19,000,000 ($387,790,000.00) Equity, (File 333-115528 - May. 14) (BR. 07) S-8 MPOWER HOLDING CORP, 171 SULLY'S TRAIL, STE 202, PITTSFORD, NY, 14534, 7162186550 - 8,942,000 ($12,916,669.58) Equity, (File 333-115529 - May. 14) (BR. 37) S-8 GENAISSANCE PHARMACEUTICALS INC, FIVE SCIENCE PARK, NEW HAVEN, CT, 06511, 2037731450 - 0 ($9,324,000.00) Equity, (File 333-115530 - May. 14) (BR. 01) S-8 AMERICAN ITALIAN PASTA CO, 4100 N MULBERRY DRIVE SUITE 200, KANSAS CITY, MO, 64116, 8165026000 - 800,000 ($24,736,000.00) Equity, (File 333-115531 - May. 14) (BR. 04) S-8 GENAISSANCE PHARMACEUTICALS INC, FIVE SCIENCE PARK, NEW HAVEN, CT, 06511, 2037731450 - 0 ($5,782,652.00) Equity, (File 333-115532 - May. 14) (BR. 01) SB-2 Jill Kelly Productions Holding, Inc., 8923 SUNSET BOULEVARD, WEST HOLLYWOOD, CA, 90069, 310-360-7900 - 29,266,380 ($33,656,337.00) Equity, (File 333-115533 - May. 14) (BR. 09) S-8 SCANSOURCE INC, 6 LOGUE COURT STE G, GREENVILLE, SC, 29615, 8032882432 - 125,000 ($6,377,804.00) Equity, (File 333-115534 - May. 14) (BR. 03) S-1 Cogent, Inc., 209 FAIR OAKS AVENUE, SOUTH PASADENA, CA, 91030, 626799-8090 - 0 ($150,000,000.00) Equity, (File 333-115535 - May. 14) (BR. ) S-3 CYBERGUARD CORP, 2000 WEST COMMERCIAL BLVD, SUITE 200, FORT LAUDERDALE, FL, 33309, 9549583900 - 0 ($40,719,236.00) Equity, (File 333-115537 - May. 14) (BR. 03) S-1 TARGACEPT INC, 200 E FIRST ST, STE 300, WINSTON SALEM, NC, 27101-4165, 3364802100 - 0 ($86,250,000.00) Equity, (File 333-115538 - May. 14) (BR. ) SB-2 SWISS MEDICA INC, 53 YONGE STREET, 3RD FLOOR, TORONTO, ONTARIO, CANADA, A1, M5E 1J3, 416-657-4134 - 52,523,750 ($15,079,300.00) Equity, (File 333-115539 - May. 14) (BR. 36) S-8 ENCORE MEDICAL CORP, 9800 METRIC BOULEVARD, P O BOX 1900, AUSTIN, TX, 78758, 5128329500 - 1,000,000 ($8,080,000.00) Equity, (File 333-115540 - May. 14) (BR. 36) S-8 WRIGHT MEDICAL GROUP INC, 5677 AIRLINE ROAD, ARLINGTON, TN, 38002, 9018679971 - 0 ($50,430,000.00) Equity, (File 333-115541 - May. 14) (BR. 36) S-8 TELECOMMUNICATION PRODUCTS INC, PO BOX 17013, GOLDEN, CO, 80402, 3032782725 - 2,000,000 ($120,000.00) Equity, (File 333-115542 - May. 14) (BR. 05) S-4 AMH Holdings, Inc., 3773 STATE ROAD, CUYAHOGA FALLS, OH, 44223, (800) 257-4335 - 0 ($446,000,000.00) Non-Convertible Debt, (File 333-115543 - May. 14) (BR. ) S-8 MINDEN BANCORP INC, 415 MAIN STREET, MINDEN, LA, 71055, 3183770523 - 65,434 ($1,088,298.76) Equity, (File 333-115544 - May. 14) (BR. 07) S-3 US LEC CORP, 704-319-1000 - 179,061 ($694,756.68) Equity, (File 333-115545 - May. 14) (BR. 37) SB-2 MOBILEPRO CORP, 30 WEST GUDE DRIVE, SUITE 480, ROCKVILLE, MD, 20850, 301-315-9040 - 0 ($63,324,591.00) Equity, (File 333-115546 - May. 14) (BR. 37) S-4 GOLD KIST INC, 244 PERIMETER CTR PKWY NE, ATLANTA, GA, 30346, 4043935000 - 0 ($200,000,000.00) Other, (File 333-115547 - May. 14) (BR. 04) 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. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. 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 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ 99 CENTS ONLY STORES CA X X 05/14/04 A21 INC TX X 02/29/04 AMEND ABERDENE MINES LTD X 05/13/04 ABLEAUCTIONS COM INC FL X X 05/13/04 ACCERIS COMMUNICATIONS INC FL X 05/11/04 ACCESS ANYTIME BANCORP INC DE X X 05/01/04 ADVOCAT INC DE X X X 05/11/04 AIRLEASE LTD CA X 05/10/04 ALLOY INC DE X 05/11/04 ALMOST FAMILY INC DE X X 03/31/04 AMCON DISTRIBUTING CO DE X X 05/10/04 AMERICAN EQUITY INVESTMENT LIFE HOLDI IA X X 05/14/04 AMERICAN INTERNATIONAL VENTURES INC / DE X 05/11/04 AMERICAN PACIFIC CORP DE X X 05/12/04 AMERICAN RESTAURANT GROUP INC DE X X 05/13/04 AMERICAN UTILICRAFT CORP X 05/13/04 AMERICAN VANGUARD CORP DE X X 05/12/04 AMERIQUEST MORTGAGE SECURITIES INC AS DE X X 04/30/04 AMES NATIONAL CORP IA X 05/14/04 ANALOG DEVICES INC MA X 05/14/04 APPLEBEES INTERNATIONAL INC DE X 05/14/04 ARGENT SECURITIES INC X 05/13/04 ARIAD PHARMACEUTICALS INC DE X X 05/14/04 ASA INTERNATIONAL LTD DE X X 05/14/04 ASCENDANT SOLUTIONS INC DE X X 05/12/04 AVAYA INC DE X X 05/14/04 AVISTA CORP WA X 05/10/04 AVX CORP DE X 03/31/04 BAKERS FOOTWEAR GROUP INC MO X X X 05/14/04 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 05/13/04 BANK JOS A CLOTHIERS INC /DE/ DE X X 05/12/04 BARNWELL INDUSTRIES INC DE X 05/14/04 BARRIER THERAPEUTICS INC DE X X 05/13/04 BEAR STEARNS ASSET BACKED SECURITIES DE X 04/30/04 Bear Stearns Asset Backed Securities DE X X 04/30/04 BEAR STEARNS TRUST MORTGAGE PASS-THRO DE X 05/14/04 BELDEN INC DE X 05/14/04 BERKELEY TECHNOLOGY LTD X 03/31/04 BERRY PETROLEUM CO DE X 05/14/04 BEST BUY CO INC MN X 05/04/04 BIOSANTE PHARMACEUTICALS INC WY X X 05/14/04 BLUE DOLPHIN ENERGY CO DE X X 05/14/04 BOOTS & COOTS INTERNATIONAL WELL CONT DE X 05/12/04 BRODER BROS CO MI X X 05/11/04 BUFFETS INC MN X X 05/13/04 BULLDOG TECHNOLOGIES INC NV X 05/12/03 BUYERS UNITED INC DE X X X 05/14/04 CACI INTERNATIONAL INC /DE/ DE X 05/14/04 CADMUS COMMUNICATIONS CORP/NEW VA X X 05/13/04 CALBATECH INC NV X X 05/13/04 CANTERBURY PARK HOLDING CORP MN X X 05/14/04 CAPITAL CITY BANK GROUP INC FL X X 05/13/04 CARDIODYNAMICS INTERNATIONAL CORP CA X X 04/29/04 CARDIODYNAMICS INTERNATIONAL CORP CA X 05/03/04 CEDAR SHOPPING CENTERS INC MD X X 03/31/04 CENDANT MORTGAGE CAPITAL LLC CDMC MOR DE X 04/29/04 CENTURY CASINOS INC /CO/ DE X 05/14/04 CERTEGY INC GA X X 05/13/04 CERTEGY INC GA X X 05/13/04 CHAMPIONSHIP AUTO RACING TEAMS INC DE X X 05/14/04 CHESAPEAKE CORP /VA/ VA X 05/13/04 CHIRON CORP DE X X 05/14/04 CHURCHILL DOWNS INC KY X X 03/31/04 CINEMA ELECTRIC INC UT X 05/07/04 CITIGROUP INC DE X X 05/14/04 CITIZENS BANCSHARES CORP /GA/ GA X X 05/14/04 CITIZENS FINANCIAL CORP/DE/ DE X 05/13/04 CLICKABLE ENTERPRISES INC DE X X X 05/14/04 AMEND CNL HOSPITALITY PROPERTIES INC MD X X 04/30/04 COAST DISTRIBUTION SYSTEM INC DE X X 05/10/04 COGNITRONICS CORP NY X X 05/13/04 COMPUWARE CORPORATION MI X X 05/12/04 CONSOLIDATED CONTAINER CO LLC DE X 05/12/04 CONSOLIDATED EDISON INC NY X X 05/14/04 CONTINUCARE CORP FL X X 05/14/03 COTELLIGENT INC DE X 05/11/04 CRAY INC WA X X 05/12/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 05/14/04 CULP INC NC X 05/13/04 CV THERAPEUTICS INC DE X X 05/13/04 CYTRX CORP DE X X 05/14/04 DATAMEG CORP NY X 05/14/04 DEUTSCHE MORTGAGE SECURITIES INC X X 05/14/04 DEX MEDIA EAST LLC DE X X 05/14/04 DIGITAL FUSION INC/NJ/ DE X 05/14/04 DIMENSIONAL VISIONS INC/ DE DE X 05/06/04 DIRECT INSITE CORP DE X 05/13/04 DIRECTV GROUP INC DE X X 05/12/04 DIRECTV HOLDINGS LLC DE X X 05/12/04 DIVIDEND CAPITAL TRUST INC MD X X 05/03/04 DJ ORTHOPEDICS INC DE X X 05/14/04 DOBSON COMMUNICATIONS CORP OK X X 05/10/04 DONNKENNY INC DE X X 05/12/04 DOTRONIX INC MN X X 05/14/04 DRACO HOLDING CORP/NV NV X X X 04/30/04 DRAGON PHARMACEUTICALS INC FL X X 05/13/04 DRS TECHNOLOGIES INC DE X X 05/14/04 EARTHWORKS ENTERTAINMENT INC DE X X 05/12/04 EASTMAN KODAK CO NJ X 12/31/03 EBS LITIGATION LLC DE X 05/14/04 EBS PENSION LLC DE X 05/14/04 ELEPHANT TALK COMMUNICATIONS INC CA X X 05/12/04 EMCLAIRE FINANCIAL CORP PA X X 05/14/04 Equity One Mortgage Pass-Through Trus DE X 05/06/04 Equity One Mortgage Pass-Through Trus DE X X 05/06/04 EQUUS II INC DE X X 05/13/04 EXPERTISE TECHNOLOGY INNOVATION INC NV X X X 05/04/04 FAIRCHILD CORP DE X X 05/13/04 FAMOUS DAVES OF AMERICA INC MN X X 05/12/04 FANSTEEL INC DE X 01/23/04 FARMERS NATIONAL BANC CORP /OH/ OH X X 05/14/04 FARMLAND INDUSTRIES INC KS X X 05/01/04 FBL FINANCIAL GROUP INC IA X 05/14/04 FELCOR LODGING L P DE X X 05/11/04 FELCOR LODGING TRUST INC MD X X 05/11/04 FFLC BANCORP INC DE X 05/14/04 FINX GROUP INC DE X 05/13/04 AMEND FIRST ADVANTAGE CORP DE X X 05/03/04 First Franklin Mortgage Loan Trust 20 DE X X 05/14/04 FIRST SECURITY GROUP INC/TN TN X 05/13/04 FIRST WEST VIRGINIA BANCORP INC WV X X 05/13/04 FLEMING COMPANIES INC /OK/ OK X X 05/14/04 FLORIDA EAST COAST INDUSTRIES INC FL X 02/12/04 FOG CUTTER CAPITAL GROUP INC MD X X 05/12/04 FORTUNE DIVERSIFIED INDUSTRIES INC DE X X 04/30/04 FUELCELL ENERGY INC DE X X 11/03/03 GAMES INC DE X 05/14/04 GAS TRANSMISSION NORTHWEST CORP CA X 05/13/04 GE COMMERCIAL MORT CORP MORT PASS-THR DE X 05/10/04 GENAERA CORP DE X X 05/12/04 GENAISSANCE PHARMACEUTICALS INC DE X 04/01/04 AMEND GENESCO INC TN X X 05/14/04 GENTA INC DE/ DE X 05/14/04 GFSB BANCORP INC DE X X 05/14/04 GIBRALTAR PACKAGING GROUP INC DE X X 05/13/04 GIGA TRONICS INC CA X X 05/14/04 GLADSTONE CAPITAL CORP MD X X 05/13/04 GLATFELTER P H CO PA X X 04/28/04 GMAC COMMERCIAL MORTGAGE SECURITIES I DE X X 04/21/04 GOLDFIELD CORP DE X X X 05/14/04 GRAND TOYS INTERNATIONAL INC NV X 03/31/04 GREEN MOUNTAIN POWER CORP VT X X 05/14/04 GREEN POWER ENERGY HOLDINGS CORP DE X X X 05/10/04 GROUP 1 SOFTWARE INC DE X X 05/14/04 GS MORTGAGE SECURITIES CORP DE X X 04/29/04 GS MORTGAGE SECURITIES CORP GSR MORTG DE X X 04/30/04 GSV INC DE X X 05/11/04 HALLWOOD GROUP INC DE X X 05/11/04 HEALTH NET INC DE X 05/13/04 HEALTHSOUTH CORP DE X X 05/14/04 HEPALIFE TECHNOLOGIES INC FL X X 05/14/04 HERCULES INC DE X X 05/12/04 HERSHA HOSPITALITY TRUST MD X X 05/11/04 HOLLY CORP DE X X 05/13/04 HOME EQUITY MORTGAGE PASS-THROUGH CER DE X 04/29/04 HORIZON MEDICAL PRODUCTS INC GA X X 05/12/04 HRPT PROPERTIES TRUST MD X X 05/11/04 I2 TECHNOLOGIES INC DE X X 04/28/04 ICO INC TX X X 05/10/04 ILLUMINA INC CA X X 05/10/04 IMPAC MEDICAL SYSTEMS INC X X 05/13/04 INDYMAC MBS INC RESIDENTIAL ASSET SEC X X 03/30/04 INSITE VISION INC DE X X 05/14/04 INTEGRATED DEVICE TECHNOLOGY INC DE X 05/14/04 INTERLEUKIN GENETICS INC DE X 05/14/04 INTERNATIONAL SPEEDWAY CORP FL X X 05/14/04 INTERSTATE GENERAL CO L P DE X X 03/14/04 INTERSTATE GENERAL CO L P DE X 05/14/04 AMEND IR BIOSCIENCES HOLDINGS INC DE X X 04/21/04 ITEC ENVIRONMENTAL GROUP INC DE X 04/19/04 J P MORGAN CHASE & CO DE X 05/14/04 KANSAS CITY LIFE INSURANCE CO MO X 03/31/04 KINGS ROAD ENTERTAINMENT INC DE X 05/13/04 KROLL INC DE X X X 05/14/04 LYNCH INTERACTIVE CORP DE X X 05/14/04 MACROPORE INC DE X X 05/14/04 MAGMA DESIGN AUTOMATION INC DE X X 04/29/04 MASTR Adjustable Rate Mortgages Trust DE X X 04/29/04 MASTR Alternative Loan Trust 2004-4 DE X X 04/29/04 MATERIAL SCIENCES CORP DE X X 05/14/04 MAXWELL TECHNOLOGIES INC DE X 05/14/04 AMEND MEADOW VALLEY CORP NV X X X 05/14/04 MEDIA SCIENCES INTERNATIONAL INC DE X 05/11/04 MEDICAL STAFFING NETWORK HOLDINGS INC DE X X 05/14/04 MEDVEST HOLDINGS CORP X 05/13/04 MERIX CORP OR X X 05/13/04 MERRILL LYNCH & CO INC DE X X 05/14/04 METLIFE INC DE X X 05/14/04 METRIS RECEIVABLES INC DE X X 04/30/04 METRIS RECEIVABLES INC DE X X 04/30/04 METROCALL HOLDINGS INC DE X 05/14/04 MGIC INVESTMENT CORP WI X X 05/13/04 MICRON ENVIRO SYSTEMS INC NV X 05/13/04 MIIX GROUP INC DE X X X 05/14/04 MINORPLANET SYSTEMS USA INC DE X X 05/14/04 MOLINA HEALTHCARE INC DE X X X 05/12/04 MORTGAGE ASSET SEC TRANS INC MASTR AS DE X X 04/29/04 MORTGAGE LOAN TRUST SERIES 2004-3 X X 04/30/04 MORTON INDUSTRIAL GROUP INC GA X 05/11/04 NATIONAL PENN BANCSHARES INC PA X X 04/28/04 NATIONAL WESTERN LIFE INSURANCE CO CO X X 05/14/04 AMEND NATROL INC DE X X 05/14/04 NEOSE TECHNOLOGIES INC DE X X 05/06/04 NETWORK INSTALLATION CORP NV X 05/13/04 NEW JERSEY ACQUISITION INC DE X X X X X 05/12/04 NEW YORK HEALTH CARE INC NY X X 05/14/04 NEWPARK RESOURCES INC DE X 05/13/04 NEXGEN VISION INC DE X X X 05/04/04 NOBEL LEARNING COMMUNITIES INC DE X X 05/14/04 NORTEL NETWORKS CORP X X 05/14/04 NORTEL NETWORKS LTD X X 05/14/04 NORTH EUROPEAN OIL ROYALTY TRUST DE X X 04/30/04 NORTHFIELD LABORATORIES INC /DE/ DE X X 05/12/04 NORTHWESTERN CORP DE X X 05/14/04 NSTOR TECHNOLOGIES INC DE X X 05/14/04 NSTOR TECHNOLOGIES INC DE X X 05/13/04 NUTRACEUTICAL INTERNATIONAL CORP DE X X 05/14/04 OBSIDIAN ENTERPRISES INC DE X X 05/14/04 OHARA RESOURCES LTD NV X 05/13/04 OLD POINT FINANCIAL CORP VA X 05/14/04 OPTICARE HEALTH SYSTEMS INC DE X X 05/14/04 ORAGENICS INC FL X X 05/14/04 OSCIENT PHARMACEUTICALS CORP MA X X 05/10/04 OVERSEAS SHIPHOLDING GROUP INC DE X 05/14/04 OVERSTOCK COM INC UT X X 05/13/04 OYO GEOSPACE CORP DE X X 05/13/04 PACIFIC GAS & ELECTRIC CO CA X 05/14/04 PACIFIC GAS & ELECTRIC CO CA X 05/14/04 AMEND PACKAGING CORP OF AMERICA X X 05/14/04 PANHANDLE ROYALTY CO OK X 05/11/04 PARENTECH INC DE X X 05/13/04 PARTY CITY CORP DE X X X 05/07/04 PATINA OIL & GAS CORP DE X X 05/14/04 PEERLESS MANUFACTURING CO TX X 05/13/04 PENN AMERICA GROUP INC PA X X 05/13/04 PENN TREATY AMERICAN CORP PA X X 05/12/04 PEOPLES BANCORP INC OH X 05/14/04 PEOPLES BANCORP OF NORTH CAROLINA INC NC X X 05/11/04 PERRY ELLIS INTERNATIONAL INC FL X X 05/13/04 PG&E CORP CA X 05/14/04 PG&E CORP CA X 05/14/04 AMEND PHOENIX COLOR CORP DE X X 05/14/04 PIONEER COMPANIES INC DE X X 05/14/04 PLAINS EXPLORATION & PRODUCTION CO DE X X 05/14/04 POSSIS MEDICAL INC MN X 05/13/04 PRIMEDIA INC DE X X 05/14/04 PRINCIPAL LIFE INCOME FUNDINGS TRUST DE X X 05/03/04 PROGRESSIVE CORP/OH/ OH X 05/13/04 PROTEIN POLYMER TECHNOLOGIES INC DE X X 05/13/04 PUBLICARD INC PA X X 05/14/04 PUREZZA GROUP INC X X X 04/23/04 AMEND PW EAGLE INC MN X X 05/05/04 QUADRAMED CORP DE X 03/01/04 RALI 2004-QS5 DE X X 05/14/04 RAYTHEON CO/ DE X X 05/13/04 REDDY ICE HOLDINGS INC DE X X 05/11/04 REGAL ENTERTAINMENT GROUP DE X X 05/13/04 RITA MEDICAL SYSTEMS INC DE X X 05/12/04 ROUNDYS INC WI X X X 04/03/04 ROYSTER-CLARK INC DE X X 05/14/04 RURAL METRO CORP /DE/ DE X 05/14/04 SALTON INC DE X X 05/13/04 SAMSONITE CORP/FL DE X 05/14/04 SEABULK INTERNATIONAL INC DE X X 05/14/04 SECURED SERVICES INC DE X X 05/10/04 SELECT MEDICAL CORP DE X 05/13/04 SENTIGEN HOLDING CORP DE X X 05/14/04 SERVICE CORPORATION INTERNATIONAL TX X 05/13/04 SHALLBETTER INDUSTRIES INC X X 12/18/03 AMEND SHALLBETTER INDUSTRIES INC X X 12/18/03 AMEND SIERRA HEALTH SERVICES INC NV X 05/13/04 SIMMONS CO /GA/ DE X X 05/14/04 SIMPSON MANUFACTURING CO INC /CA/ DE X 05/14/04 SINCLAIR BROADCAST GROUP INC MD X X 05/13/04 SKYLYNX COMMUNICATIONS INC DE X X 04/30/04 SOLOMON TECHNOLOGIES INC DE X X 04/30/04 SONGZAI INTERNATIONAL HOLDING GROUP I NV X X 04/08/04 AMEND SPAR GROUP INC DE X X 05/14/04 SPARTON CORP OH X X 05/14/04 SPIRE CORP MA X X 12/31/03 AMEND STATER BROS HOLDINGS INC DE X X 05/14/04 STRATASYS INC DE X X 05/14/04 STRATOS INTERNATIONAL INC DE X X 05/13/04 STRATUS PROPERTIES INC DE X 05/13/04 STRUCTURED ADJUSTABLE RATE MORTGAGE L DE X X 04/30/04 STRUCTURED ASSET INVESTMENT LOAN TRUS DE X 04/30/04 STRUCTURED ASSET SECURITIES CORP DE X X 05/13/04 Structured Asset Securities Corp Mort DE X 04/30/04 Structured Asset Securities Corp Mort DE X 04/30/04 SUNLINK HEALTH SYSTEMS INC OH X X 05/13/04 SURGICARE INC/DE DE X X 05/14/04 SUSQUEHANNA MEDIA CO DE X 05/13/04 TEAMSTAFF INC NJ X X 05/14/04 TECHTEAM GLOBAL INC DE X X X 05/12/04 TELEPHONE & DATA SYSTEMS INC /DE/ DE X X X 05/14/04 TENGTU INTERNATIONAL CORP DE X 05/14/04 TIMKEN CO OH X 05/14/04 TNX TELEVISION HOLDINGS INC NV X 04/28/04 AMEND TOO INC DE X X 05/12/04 AMEND TRADING SOLUTIONS COM INC NV X X X 05/13/04 TRANSNET CORP DE X 05/14/04 TXU CORP /TX/ TX X 05/13/04 U S GOLD CORP CO X X 05/13/04 UICI DE X X 05/14/04 UNICO AMERICAN CORP NV X 05/12/04 UNITED DOMINION REALTY TRUST INC MD X X 05/14/04 UNITED INDUSTRIES CORP DE X 05/13/04 UNITED STATES CELLULAR CORP DE X X X 05/14/04 URANIUM RESOURCES INC /DE/ DE X X 05/14/04 US HOME SYSTEMS INC DE X X 05/13/04 VENDINGDATA CORP NV X X 05/13/04 VERAMARK TECHNOLOGIES INC DE X 05/12/04 VERIDIUM CORP DE X X 05/14/04 VISUAL NETWORKS INC DE X 05/11/04 WATER PIK TECHNOLOGIES INC DE X X 05/13/04 WAVE SYSTEMS CORP DE X X 05/13/04 WIDEPOINT CORP DE X 04/30/04 WILLIS GROUP HOLDINGS LTD D0 X X 05/13/04 WILSHIRE FINANCIAL SERVICES GROUP INC DE X X X 04/30/04 WOMEN FIRST HEALTHCARE INC DE X X X 04/29/04 WORLDSPAN L P DE X X 05/13/04 XCEL ENERGY INC MN X X 05/14/04 XINO CORP DE X X 05/12/04 ZENITH TECHNOLOGY INC NV X 05/10/04 ZOMAX INC /MN/ MN X 05/13/04 GEORGIA BANCSHARES INC// GA X X 05/14/04 HYPERFEED TECHNOLOGIES INC DE X X 05/14/04