SEC NEWS DIGEST Issue 2003-139 July 22, 2003 COMMISSION ANNOUNCEMENTS PETER DERBY TO TESTIFY Peter Derby, SEC Managing Director for Operations, accompanied by James M. McConnell, Executive Director, will testify before the House Government Reform Committee's Subcommittee on Government Efficiency and Financial Management on Wednesday, July 23, concerning Workload, Staffing, and Strategic Planning Issues. The hearing where this testimony will be delivered will begin at 2:30 P.M. in Room 2247 of the Rayburn House Building. COMMISSION MEETINGS CLOSED MEETING - TUESDAY, JULY 29, 2003 - 2:00 P.M. The subject matter of the Closed Meeting scheduled for Tuesday, July 29, 2003, will be institution and settlement of administrative proceedings of an enforcement nature; institution and settlement of injunctive actions; formal orders of investigation; and adjudicatory matter. OPEN MEETING - THURSDAY, JULY 31, 2003 - 2:00 P.M. The subject matter of the Open Meeting scheduled for Thursday, July 31, 2003, will be: The Commission will hear oral argument on an appeal by Piper Capital Management, Inc. ("PCM"), formerly a registered investment adviser, Marijo A. Goldstein, Robert H. Nelson, Amy K. Johnson, Molly J. Destro (collectively, the "Respondents"), and the Division of Enforcement from the decision of an administrative law judge. The law judge found that PCM and Goldstein violated Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, Exchange Act Rule 10b-5, and Section 34(b) of the Investment Company Act of 1940 by making in various disclosure documents misrepresentations or omissions of material fact relating to the risks associated with an investment in a mutual fund PCM managed. PCM also caused that fund's violations of IC Act Section 13(a)(3) by aiding and abetting the material deviation from the fund's stated investment objective without shareholder consent. However, the law judge found that the Division failed to establish that PCM or Goldstein violated Securities Act Section 17(a) for failure to calculate the fund's net asset value on a daily basis, as required by the IC Act. The law judge found that the Respondents violated Securities Act Section 17(a), Exchange Act Section 10(b), Exchange Act Rule 10b-5, and IC Act Section 34(b), and willfully aided and abetted and were causes of violations of IC Act Rule 22c-1, IC Act 31(a), and IC Act Rule 31a-1, by manipulating the fund's net asset value on April 4, 5, and 6, 1994. The law judge censured Respondents and ordered each of them to cease and desist from violating or causing violations of the federal securities laws. Additionally, the law judge revoked PCM's registration as an investment adviser and assessed civil money penalties against it totaling $2,005,000. Among the issues likely to be argued are: 1. whether Respondents committed, aided and abetted, or were causes of the alleged violations; and 2. if so, whether sanctions should be imposed in the public interest. For further information, please contact the Office of the Secretary at (202) 942-7070. CLOSED MEETING - THURSDAY, JULY 31, 2003 - 3:30 P.M. The subject matter of the Closed Meeting scheduled for Thursday, July 31, 2003, will be post-argument discussion. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted, or postponed, please contact the Office of the Secretary at (202) 942-7070. ENFORCEMENT PROCEEDINGS COMMISSION SETTLES WITH MOTHER AND FIANCEE OF FORMER ZNETIX CEO On July 14 and 15, the Commission entered into settlements with relief defendants Stacy Gray, 29, and Bonnie Couch, 61, the fianc‚e and mother of Kevin Lawrence, former CEO of Znetix, Inc., and Health Maintenance Centers, Inc., based on Bainbridge Island, Wash. As alleged in the Commission's complaint filed in federal district court in Seattle, Wash., on Jan. 23, 2002, Znetix, HMC and a related company raised more than $91 million from more than 5,000 investors nationwide with false promises of an imminent, lucrative initial public offering of Znetix. Although Couch and Gray, as relief defendants, were not charged with substantive violations of the federal securities laws, they agreed to disgorge all ill-gotten gains they obtained from the stock offerings. Among Couch's ill-gotten gains are real property, automobiles, and jewelry. Gray received, among other things, a $330,000 engagement ring from Lawrence. Previously, on Feb. 15, 2002, the Court appointed a permanent receiver over Znetix, HMC and related entities. Pursuant to the judgments entered against Couch and Gray, they will turn over all ill-gotten gains to the Court-appointed receiver. The Commission's case is pending against the remaining defendants, Kevin L. Lawrence, Donovan C. Claflin, Clifford G. Baird and Kimberly Alexander. On July 31, 2002, a federal grand jury in Seattle returned a sixty-four count indictment, charging Lawrence with securities fraud, wire fraud, mail fraud, money laundering and conspiracy to commit those offenses. Lawrence was arrested on Aug. 1, 2002, and was ordered detained pending trial. His trial is scheduled to commence on March 22, 2004. Claflin has pled guilty to securities fraud and conspiracy and Baird to conspiracy. Both are obligated to cooperate with the government. [SEC v. Health Maintenance Centers, Inc., Znetix, Inc., Cascade Pointe of Arizona, LLC, Cascade Pointe of Nevis, LLC, Kevin L. Lawrence, Donovan C. Claflin, Clifford G. Baird, Bainbridge Human Performance Centers, PLLC, Kimberly Alexander, Bonnie M. Couch, Stacy Gray, and Vicki L. Lawrence, Civil Action No. C 02-0153 P, W.D. Wash.] (LR-18240) SEC SUES FORMER PRESIDENT AND CHIEF ACCOUNTING OFFICER OF RENT-WAY, INC. IN CONNECTION WITH FINANCIAL REPORTING FRAUD The Commission announced today that it has brought securities fraud charges against two former senior officers of Rent-Way, Inc., one of the largest rent-to-own companies in the United States, in connection with a scheme that caused Rent-Way to under-report expenses and substantially inflate reported earnings in 1999 and 2000. In addition, the complaint charges Rent-Way with corporate reporting and record keeping violations and charges another former employee with record keeping violations. The Commission further announced that, simultaneously with the filing of the complaint, it settled the charges against three of the defendants and partially settled the charges against the fourth defendant. The complaint alleges that, during fiscal 1999 and fiscal 2000, Rent-Way under-reported a variety of expenses by approximately $60 million. Each of Rent-Way's Forms 10-Q and Form 10-K filed in fiscal 1999 and 2000 overstated pre-tax earnings or understated pre-tax loss by between 12%- 448%. In addition, approximately $35 million in fraudulent entries that were made to Rent-Way's books and records in the fourth quarter of fiscal 2000 were discovered prior to any public dissemination of the Company's financial results for that quarter. Jeffrey Conway, Rent- Way's former president, CFO, COO and a director, and Matthew Marini, Rent-Way's former controller and chief accounting officer, directed the fraudulent scheme. Conway directed Marini to meet periodic earnings forecasts that Conway set, and Marini directed lower level employees to make fraudulent entries to Rent-Way's books and records. Conway also directed Jeffrey Underwood, Rent-Way's former senior vice president in charge of operations, to defer the recording of certain operating expenses at the end of fiscal 1999 and 2000. The effect was to inflate falsely and substantially the company's financial results. The defendants are as follows: Rent-Way is a Pennsylvania corporation with its principal executive offices in Erie, Pa. Its common stock is listed on the New York Stock Exchange. Conway, age 45, was the chief financial officer of Rent-Way from February 1992 through September 1999 and president and chief operating officer of Rent-Way from September 1999 until he resigned in December 2000. Conway also served as a director from February 2000 until he resigned in December 2000. Conway is a certified public accountant. Marini, age 38, was the controller of Rent-Way from October 1995 to December 1999 and the chief accounting officer from December 1999 until he was terminated in October 2000. Underwood, age 46, was the senior vice president in charge of operations overseeing all of Rent-Way's operations from September 1999 to July 2002. The complaint alleges that beginning in December 1998, Conway directed Marini to do whatever was necessary to ensure that the company met its earnings guidance but not to tell Conway how he was meeting the earnings guidance so that Conway could maintain "plausible deniability" (i.e., the ability to deny direct knowledge of the misconduct). Beginning in December 1999, Marini told Conway the details of his fraudulent conduct and continued to discuss with Conway details of his ongoing efforts to meet the company's earnings guidance. Conway condoned and encouraged Marini's actions. Marini systematically understated Rent-Way's operating expenses across many corporate-level accounts and also inflated the company's miscellaneous and other income accounts. Marini accomplished this by directing lower level accounting employees to make unsupported and false entries to the company's corporate general ledger. Conway also directed Underwood to defer improperly the recording of certain rental merchandise related losses at the end of fiscal 1999 and 2000 for the sole purpose of meeting the company's earnings targets. When the fraudulent scheme began to unravel in October 2000, Conway and Marini took overt steps to conceal the manipulation from the auditors and from other officers of the company. For example, in order to bring a store-level rental merchandise account into balance with the corporate level general ledger that had been manipulated, Marini directed an employee to add back to the store-level point of sale system approximately $16 million in rental merchandise losses that had been written off in an earlier quarter. When the employee refused, Conway directed the employee to follow Marini's instructions. Conway also directed another employee to misrepresent to the CFO the true nature of the discrepancy in the accounts, and Conway and Marini later concocted a false explanation of the problem in order to prevent any further investigation by the CFO. The complaint further alleges that in May 2000, Conway engaged in illegal insider trading by selling 6,500 shares of Rent-Way stock at a time when he had nonpublic information about the true financial condition of the company and the fraudulent scheme. The Commission alleges that, as a result of the foregoing, Rent-Way violated Sections 13(a) and 13(b)(2) of the Securities Exchange Act of 1934, and Rules 12b-20, 13a-1 and 13a-13 promulgated thereunder; Conway and Marini violated Sections 10(b) and 13b-5 of the Exchange Act and Rules 10b-5, 13b2-1 and 13b2-2 thereunder, and are also liable as control persons of Rent-Way under Section 20(a) of the Exchange Act for Rent-Way's violations of Sections 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13; and that Underwood violated Section 13(b)(5) of the Exchange Act and Rule 13b2-1. The Commission seeks a Final Judgment (i) permanently enjoining each defendant from future violations of the securities laws; (ii) ordering Conway to pay disgorgement plus prejudgment interest; (iii) imposing civil penalties against Conway, Marini and Underwood; and (iv) barring Conway and Marini from serving as an officer or director of a public company. The company has consented to the entry of a final judgment that permanently enjoins the Company from further violations of the reporting and books and records provisions of the federal securities laws. In determining to accept Rent-Way's settlement offer, the Commission considered that Rent-Way undertook remedial actions and cooperated with Commission staff. Defendant Conway has consented to the entry of a final judgment that permanently enjoins him from further violations of the antifraud, reporting and books and records provisions of the federal securities laws; permanently bars him from serving as an officer or a director of a public company; and orders him to pay $129,350 in disgorgement of the loss he avoided on his sale of Rent-Way stock plus $30,067 in prejudgment interest, and a $200,000 civil penalty. Defendant Marini has consented to the entry of a judgment that permanently enjoins him from further violations of the antifraud, reporting and books and records provisions of the federal securities laws, and that permanently bars him from serving as an officer or a director of a public company. The amount of any civil penalty that Marini must pay is left open to a later determination. Defendant Underwood has consented to the entry of a final judgment that permanently enjoins him from further violations of the books and records provisions of the federal securities laws and orders him to pay a civil penalty in the amount of $25,000. The offers of settlement by the defendants will be submitted to the Court for its approval. [SEC v. Rent-Way, Inc., et al., 03 CIV 231E, JSM, W.D.PA.] (LR-18241; AAER- 1816) INVESTMENT COMPANY ACT RELEASES RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK, ET AL. A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on an application filed by ReliaStar Life Insurance Company of New York, Separate Account NY-B of ReliaStar Life Insurance Company of New York, Golden American Life Insurance Company, Separate Account B of Golden American Life Insurance Company, and Directed Services, Inc. Applicants seek an order pursuant to Section 6(c) of the Investment Company Act exempting them from Sections 2(a)(32) and 27(i)(2)(A) of the Act and Rule 22c-1 thereunder to the extent necessary to permit the recapture of certain credits applied to premium payments made in consideration of certain deferred variable annuity contracts that ReliaStar Life Insurance Company of New York plans to issue. (Rel. IC-26101 - July 21) WESTERN-SOUTHERN LIFE ASSURANCE COMPANY, ET AL. An order has been issued on an application filed by Western-Southern Life Assurance Company, et al., pursuant to Section 26(c) of the Investment Company Act approving the substitution of shares of (i) the Touchstone Money Market Fund for shares of the Fidelity VIP Money Market Portfolio and (ii) the Putnam VT International Equity Fund for the Touchstone International Equity Fund. (Rel. IC- 26102 - July 21) HOLDING COMPANY ACT RELEASES PROGRESS ENERGY, INC. A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10132) by Progress Energy, Inc., a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) AMEREN CORP. A notice has been issued giving interested persons until Aug, 15, 2003, to request a hearing on a proposal (70-10133) by Ameren Corporation, a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) CINERGY CORP. A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10134) by Cinergy Corp., a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) PEPCO HOLDINGS, INC. A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10135) by Pepco Holdings, Inc., a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) FIRSTENERGY CORPORATION A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10138) by FirstEnergy Corporation, a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) EXELON CORPORATION A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10139) by Exelon Corporation, a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) DOMINION RESOURCES, INC. A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10140) by Dominion Resources, Inc., a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) AMERICAN ELECTRIC POWER COMPANY, INC. A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10142) by American Electric Power Company, Inc., a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) ENTERGY ARKANSAS, INC. A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10143) by Entergy Arkansas, Inc., a public-utility company subsidiary of Entergy Corporation, a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) GREAT PLAINS ENERGY INCORPORATED A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10146) by Great Plains Energy Incorporated, a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) XCEL ENERGY INC. A notice has been issued giving interested persons until Aug. 15, 2003, to request a hearing on a proposal (70-10147) by Xcel Energy Inc., a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27699) SELF REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGES The Commission approved a proposed rule change submitted under Rule 19b- 4 of the Securities Exchange Act of 1934 by the New York Stock Exchange (SR-NYSE-2003-14) to add NYSE Rules 60, 124(A), 130, 407A, 411(b), 440I, and 445(4) to the "List of Exchange Rule Violations and Fines Applicable Thereto Pursuant to NYSE Rule 476A." Publication is expected in the Federal Register during the week of July 21. (Rel. 34-48914) The Commission approved a proposed rule change submitted under Rule 19b- 4 of the Securities Exchange Act of 1934 by the New York Stock Exchange (SR-NYSE-2003-13) amending its fine schedule for individuals and member organizations who commit minor rule violations under Rule 476A. Publication is expected in the Federal Register during the week of July 21. (Rel. 34-48915) The Commission has approved a proposed rule change (SR-GSCC-2002-11) filed by the Government Securities Clearing Corporation under Section 19(b) of the Exchange Act. The order allows GSCC to reduce the permitted use of letters of credit from seventy percent to twenty-five percent of members' required clearing fund deposits. Publication of the proposal is expected in the Federal Register during the week of July 21. (Rel. 34-48200) The Commission has approved a proposed rule change (SR-GSCC-2002-10) by the Government Securities Clearing Corporation. The rule change establishes a comprehensive standard of care and limitation of liability with respect to GSCC members. (Rel. 34-48201) DELISTING An order has been issued granting the application of HLM Design, Inc., to withdraw its common stock, $001 par value, from listing and registration on the American Stock Exchange, effective at the opening of business on July 23. (Rel. 34-48203) 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-1 ADVANCED VIRAL RESEARCH CORP, 200 CORPORATE BOULEVARD SOUTH, ., YONKERS, NY, 10107, 9143767383 - 0 ($29,633,472.00) Equity, (File 333-107178 - Jul. 21) (BR. 01) SB-2 BAYVIEW CORP, BAYVIEW CORP, 1859 SPYGLASS PLACE #110, VANCOUVER BC, A1, V5Z 4K6, 6047198747 - 2,272,500 ($1,136,250.00) Equity, (File 333-107179 - Jul. 21) (BR. 09) S-11 WNC HOUSING TAX CREDIT FUND VI LP SERIES 11, 3158 REDHILL AVE, SUITE 120, COSTA MESA, CA, 92626, 7146625565 - 25,000 ($25,000,000.00) Limited Partnership Interests, (File 333-107180 - Jul. 21) (BR. 08) S-11 WNC HOUSING TAX CREDIT FUND VI LP SERIES 12, 3158 REDHILL AVE, SUITE 120, COSTA MESA, CA, 92626, 7146625565 - 25,000 ($25,000,000.00) Limited Partnership Interests, (File 333-107181 - Jul. 21) (BR. 08) S-4 EQUISTAR CHEMICALS LP, ONE HOUSTON CENTER #700, 1221 MCKINNEY ST, HOUSTON, TX, 77010, 7136527300 - 0 ($450,000,000.00) Other, (File 333-107182 - Jul. 21) (BR. 02) S-3 ACCLAIM ENTERTAINMENT INC, ONE ACCLAIM PLAZA, GLEN COVE, NY, 11542, 5166565000 - 0 ($12,645,750.00) Equity, (File 333-107183 - Jul. 21) (BR. 03) S-3 ZIX CORP, 2711 NORTH HASKELL AVENUE, SUITE 2300, LB 36, DALLAS, TX, 75204-2960, 214-370-2000 - 0 ($6,762,785.00) Equity, (File 333-107191 - Jul. 21) (BR. 03) S-8 HON INDUSTRIES INC, 414 EAST THIRD STREET - PO BOX 1109, MUSCATINE, IA, 52761-7109, 3192647400 - 4,000,000 ($123,700,000.00) Equity, (File 333-107193 - Jul. 21) (BR. 06) S-4 RITE AID CORP, 30 HUNTER LANE, CAMP HILL OWN, PA, 17011, 7177612633 - 0 ($360,000,000.00) Debt Convertible into Equity, (File 333-107194 - Jul. 21) (BR. 01) S-8 MARSH & MCLENNAN COMPANIES INC, 1166 AVENUE OF THE AMERICAS, NEW YORK, NY, 10036, 2123455000 - 5,000,000 ($262,200,000.00) Equity, (File 333-107195 - Jul. 21) (BR. 01) S-8 INTUITIVE SURGICAL INC, 4085232100 - 1,500,000 ($20,370,000.00) Equity, (File 333-107196 - Jul. 21) (BR. 36) S-8 WORLD GOLF INC, 258 EAST ALTAMONTE DRIVE, ,, ALTAMONTE SPRINGS, FL, 32701, 4073316272 - 34,000,000 ($918,000.00) Equity, (File 333-107198 - Jul. 21) (BR. 09) S-4 SEMCO ENERGY INC, 28470 13 MILE ROAD, SUITE 300, FARMINGTON HILLS, MI, 48334, 248-702-6000 - 0 ($300,000,000.00) Non-Convertible Debt, (File 333-107200 - Jul. 21) (BR. 02) S-3 AMDL INC, 2492 WALNUT AVENUE, STE 100, TUSTIN, CA, 92780, 7145054460 - 0 ($7,107,040.00) Equity, (File 333-107201 - Jul. 21) (BR. 36) S-8 PERFECT HEALTH CARE CORP, 4017 COLBY AVENUE, EVERETT, WA, 98201, 800-294-1211 - 5,000,000 ($1,250,000.00) Equity, (File 333-107202 - Jul. 21) (BR. 09) S-8 AMERICAN SAFETY INSURANCE GROUP LTD, 1845 THE EXCHANGE, ATLANTA, GA, 30339, 4412955688 - 1,565,500 ($16,750,850.00) Equity, (File 333-107203 - Jul. 21) (BR. 01) S-4 AEP TEXAS NORTH CO, 1 RIVERSIDE PLAZA, COLUMBUS, OH, 43215, 614-716-1648 - 0 ($225,000,000.00) Non-Convertible Debt, (File 333-107204 - Jul. 21) (BR. 02) S-4 AEP TEXAS CENTRAL CO, 1 RIVERSIDE PLAZA, COLUMBUS, OH, 43215, 614-716-1648 - 0 ($800,000,000.00) Non-Convertible Debt, (File 333-107205 - Jul. 21) (BR. 02) S-8 ALKERMES INC, 88 SIDNEY ST, CAMBRIDGE, MA, 02139-4136, 617-494-0171 - 1,500,000 ($18,870,000.00) Equity, (File 333-107206 - Jul. 21) (BR. 01) S-3 J P MORGAN CHASE & CO, 270 PARK AVE, 39TH FL, NEW YORK, NY, 10017, 2122706000 - 0 ($20,000,000,000.00) Other, (File 333-107207 - Jul. 21) (BR. 07) S-8 ALKERMES INC, 88 SIDNEY ST, CAMBRIDGE, MA, 02139-4136, 617-494-0171 - 0 ($6,290,000.00) Equity, (File 333-107208 - Jul. 21) (BR. 01) S-8 NATIONAL MANAGEMENT CONSULTANTS INC, 631-385-6200 - 242,500 ($715,375.00) Equity, (File 333-107209 - Jul. 21) (BR. 09) S-3 ORTHOVITA INC, 45 GREAT VALLEY PKWY, MALVERN, PA, 19355, 2156401775 - 6,018,215 ($20,221,202.00) Equity, (File 333-107210 - Jul. 21) (BR. 36) S-4 J CREW INTERMEDIATE LLC, 770 BROADWAY, NEW YORK, NY, 10003, 212 209 2600 - 0 ($193,346,138.00) Other, (File 333-107211 - Jul. 21) (BR. ) SB-2 DIVERSIFIED BIOTECH HOLDINGS CORP, 500 5TH AVE 56TH FL, NEW YORK, NY, 10110, 212-739-7700 - 0 ($18,750,000.00) Equity, (File 333-107212 - Jul. 21) (BR. ) 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 ADVANCEPCS DE X 07/18/03 ADVANTA BUSINESS RECIEVABLES CORP X 07/21/03 AEROFLEX INC DE X X 06/27/03 ALASKA AIR GROUP INC DE X X 07/18/03 ALLIANCE FINANCIAL CORP /NY/ NY X X 07/21/03 ALLIED CAPITAL CORP MD X X 07/21/03 ALPINE AIR EXPRESS INC/DE DE X 06/25/03 ALTERA CORP DE X 07/21/03 AMCOL INTERNATIONAL CORP DE X X 07/21/03 AMERICAN BANK INC PA X X 06/30/03 AMERICAN NATIONAL BANKSHARES INC VA X 07/21/03 AMERIQUEST MORT SEC INC ASSET BACK PA DE X 07/22/03 AMEND AMERIQUEST MORT SEC INC ASSET BACKED DE X X X 07/18/03 AMERIQUEST MORTGAGE SEC INC AST BACK DE X 07/22/03 AMEND AMERIQUEST MORTGAGE SECURITIES INC SE DE X X X 07/18/03 ANALEX CORP NY X X 07/18/03 ANDREW CORP DE X X 07/17/03 APPLIED DNA SCIENCES INC NV X 06/30/03 ARCH COAL INC DE X 06/30/03 ARGENT SECURITIES INC X X 07/21/03 ARQULE INC DE X X 07/17/03 ARVINMERITOR INC IN X X 07/21/03 ASSET BACKED PASS THROUGH CERTIFICATE DE X 07/21/03 AMEND ATLANTIC COAST AIRLINES HOLDINGS INC DE X 07/27/03 BADGER PAPER MILLS INC WI X X 07/18/03 BANC OF AMERICA MORTGAGE SEC INC MORT DE X X 03/25/03 BANC OF AMERICA MORTGAGE SECURITIES I DE X X 07/21/03 BANC ONE HELOC 1999-1 OH X X 07/21/03 BANC ONE HELOC TRUST 1998-1 OH X X 07/21/03 BANK OF KENTUCKY FINANCIAL CORP KY X X 07/21/03 BANKNORTH GROUP INC/ME ME X X 07/21/03 BEDFORD PROPERTY INVESTORS INC/MD MD X X X 07/21/03 BELLACASA PRODUCTIONS INC NV X X 07/07/03 BETHLEHEM STEEL CORP /DE/ DE X 07/21/03 BIO RAD LABORATORIES INC DE X 07/21/03 BLAIR CORP DE X X 06/30/03 BOURBON BANCSHARES INC /KY/ KY X 05/21/03 BRINKS CO VA X 07/21/03 BUSANDA EXPLORATIONS INC NV X 06/30/03 AMEND BUSINESS OBJECTS SA X X 07/18/03 CAPITOL REVOLVING HOME EQUITY LOAN TR MD X 07/21/03 CARDINAL FINANCIAL CORP VA X X 07/15/03 CAVCO INDUSTRIES INC DE X X 07/21/03 CERIDIAN CORP /DE/ DE X X 07/21/03 CHAMPION ENTERPRISES INC MI X X 07/21/03 CHARLES & COLVARD LTD NC X X 07/21/03 CIGNA CORP DE X X 07/14/03 CLAYTON HOMES INC DE X X 07/18/03 COBIZ INC CO X X 07/17/03 COMM BANCORP INC PA X 07/21/03 COMMERCIAL MORTGAGE PASS-THROUGH CERT X X 07/03/03 COMMONWEALTH BANKSHARES INC VA X X 07/18/03 COMPUTER LEARNING CENTERS INC DE X X 07/18/03 CONCEPTUS INC DE X 07/17/03 CONTINENTAL INFORMATION SYSTEMS CORP NY X 07/21/03 CORNING INC /NY NY X X 06/30/03 CRAWFORD & CO GA X X 07/21/03 CTS CORP IN X 07/21/03 CVB FINANCIAL CORP CA X X 07/18/03 CWABS REVOLVING HOME EQUITY LN ASSET DE X X 07/15/03 DAG MEDIA INC NY X 07/16/03 DIAMOND OFFSHORE DRILLING INC DE X X 07/21/03 DIEBOLD INC OH X X 07/21/03 DOR BIOPHARMA INC DE X 07/18/03 DREYERS GRAND ICE CREAM HOLDINGS INC DE X X 06/26/03 AMEND DSP GROUP INC /DE/ DE X X 07/21/03 EASTMAN KODAK CO NJ X 07/20/03 ECLIPSYS CORP DE X 07/21/03 ENDOLOGIX INC /DE/ DE X X 07/18/03 ENERGY & ENGINE TECHNOLOGY CORP NV X X 12/05/02 AMEND ENERGY PARTNERS LTD DE X 07/17/03 ENRON CORP/OR/ OR X X 07/18/03 ENVIRONMENTAL ELEMENTS CORP DE X X 07/21/03 EQUITY ONE ABS INC DE X X 07/17/03 EURAMAX INTERNATIONAL PLC X X 07/21/03 EXCHANGE BANCSHARES INC OH X X 07/21/03 EXPONENT INC DE X X 07/21/03 FARMERS CAPITAL BANK CORP KY X 07/18/03 FASTENAL CO MN X X 07/21/03 FIDELITY FEDERAL BANCORP IN X X 07/18/03 FINANCIAL SECURITY ASSURANCE HOLDINGS NY X X 07/17/03 FIRST BANCORP /PR/ PR X X 07/16/03 FIRST CANADIAN AMERICAN HOLDING CORP DE X X X 07/21/03 FIRST COLONIAL GROUP INC PA X X 07/18/03 FIRST FINANCIAL BANCORP /OH/ OH X X 07/21/03 FIRST INDIANA CORP IN X X 07/17/03 FIRST M&F CORP/MS MS X X 07/18/03 FIRST MERCHANTS CORP IN X 07/21/03 FIRST MIDWEST FINANCIAL INC DE X X 07/18/03 FLEET HOME EQUITY LOAN LLC DE X 07/21/02 FNB CORP/NC NC X X 07/18/03 FNBH BANCORP INC MI X X 07/20/03 FRANKLIN FINANCIAL SERVICES CORP /PA/ PA X X 07/18/03 GE COMMERCIAL MORTGAGE CORP DE X X 07/21/03 GENUITY INC DE X X 07/21/03 HALLIBURTON CO DE X 07/21/03 HASBRO INC RI X X 07/21/03 HEALTH & LEISURE INC /DE/ DE X X X 07/18/03 AMEND HELIX TECHNOLOGY CORP DE X X 06/27/03 HEPALIFE TECHNOLOGIES INC FL X 07/21/03 HUMBOLDT BANCORP CA X X 07/18/03 IDEXX LABORATORIES INC /DE DE X 07/21/03 IEC ELECTRONICS CORP DE X X 07/21/03 ILEX ONCOLOGY INC DE X X 07/21/03 INFOUSA INC DE X X 07/18/03 INFOWAVE SOFTWARE INC X X X 07/04/03 INTREPID CAPITAL CORP DE X X 07/18/03 JABIL CIRCUIT INC DE X X 07/15/03 JDA SOFTWARE GROUP INC DE X X 07/21/03 LA-Z-BOY INC MI X 07/21/03 LEE ENTERPRISES INC DE X 06/30/03 LEXMARK INTERNATIONAL INC /KY/ DE X 07/21/03 LINCOLN ELECTRIC HOLDINGS INC OH X X 07/18/03 LIONBRIDGE TECHNOLOGIES INC /DE/ DE X X 07/20/03 LIONS GATE INVESTMENT LTD NV X X 07/21/03 LOCAL FINANCIAL CORP /NV DE X X 07/21/03 LOGICVISION INC DE X 07/21/03 LSB CORP X X X 07/21/03 LTV CORP DE X X 07/21/03 MAIN STREET TRUST INC IL X X 07/18/03 MATRIX BANCORP INC CO X 07/18/03 MATTEL INC /DE/ DE X X 07/21/03 MAXCOR FINANCIAL GROUP INC DE X X 07/21/03 MEDICAL DEVICE ALLIANCE INC NV X X 07/21/03 MERCK & CO INC NJ X X 07/21/03 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 07/18/03 MESA OFFSHORE TRUST TX X X 07/21/03 MESA ROYALTY TRUST/TX TX X X 07/21/03 METHODE ELECTRONICS INC DE X X 07/18/03 MID PENN BANCORP INC PA X 07/17/03 MIDWAY GAMES INC DE X 07/21/03 MIDWEST EXPRESS HOLDINGS INC WI X X 07/16/03 MIDWEST EXPRESS HOLDINGS INC WI X X 07/17/03 MILLENNIUM CHEMICALS INC DE X X 07/21/03 MINE SAFETY APPLIANCES CO PA X X 07/18/03 MOHAWK INDUSTRIES INC DE X 07/21/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X 07/21/03 MORTGAGE ASSET SECURITIZATION TRANSAC DE X 07/21/03 AMEND MUELLER PAUL CO MO X 06/30/03 NATIONAL BANKSHARES INC VA X 07/21/03 NATIONAL STEEL CORP DE X X 07/21/03 NEW PLAN EXCEL REALTY TRUST INC MD X X 07/21/03 NEXTEL PARTNERS INC DE X 07/17/03 NIAGARA CORP DE X X 07/15/03 NOMURA ASSET ACCEPTANCE CORP DE X X 07/14/03 NORTHRIM BANCORP INC AK X X 07/16/03 NOVELLUS SYSTEMS INC CA X X 07/21/03 NUANCE COMMUNICATIONS CA X 06/30/03 NUWAVE TECHNOLOGIES INC DE X X 07/21/03 NVR INC VA X X 07/18/03 OMEGA FINANCIAL CORP /PA/ PA X X 07/21/03 ORTHOVITA INC X X 06/12/03 PACIFIC PREMIER BANCORP INC DE X X 07/21/03 PANHANDLE EASTERN PIPE LINE CO DE X X 07/18/03 PATHFINDER BANCORP INC DE X X 06/30/03 PEOPLES FINANCIAL SERVICES CORP/ PA X 07/02/03 PITNEY BOWES INC /DE/ DE X 06/30/03 PLUM CREEK TIMBER CO INC DE X X 07/21/03 PNC FINANCIAL SERVICES GROUP INC PA X X 07/21/03 PNC FINANCIAL SERVICES GROUP INC PA X X 07/21/03 POCKETSPEC TECHNOLOGIES INC CO X 07/21/03 POPE RESOURCES LTD PARTNERSHIP DE X X 06/30/03 PRACTICEWORKS INC DE X 07/21/03 PRAECIS PHARMACEUTICALS INC DE X 07/21/03 PREMIER BANCORP INC /PA/ PA X X 07/17/03 PRIMECORE MORTGAGE TRUST INC MD X 07/17/03 PRIVATEBANCORP INC DE X X X 07/21/03 PROGINET CORP DE X 07/31/03 PROVIDENT FINANCIAL SERVICES INC DE X X 07/17/03 QLT INC/BC A1 X X 07/21/03 REALITY WIRELESS NETWORKS INC NV X X 07/21/03 AMEND REDWOOD EMPIRE BANCORP CA X X 07/16/03 REGAL BELOIT CORP WI X 06/30/03 REPUBLIC FIRST BANCORP INC PA X X 07/21/03 ROTO-ROOTER INC DE X X 06/30/03 ROTO-ROOTER INC DE X X 06/30/03 AMEND ROYAL BANCSHARES OF PENNSYLVANIA INC PA X X 06/30/03 RURAL CELLULAR CORP MN X X 07/20/03 RURAL CELLULAR 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