SEC NEWS DIGEST Issue 2003-209 November 3, 2003 COMMISSION ANNOUNCEMENTS STEPHEN CUTLER TO TESTIFY Stephen M. Cutler, Director of the Commission's Division of Enforcement, will testify before the House Subcommittee on Capital Markets, Insurance and Government Sponsored Enterprises on Tuesday, November 4 concerning Recent Commission Activity to Combat Misconduct Relating to Mutual Funds. Paul F. Roye, Director of the Commission's Division of Investment Management, will appear on the same hearing panel with Mr. Cutler. The hearing will begin at 10:00 a.m. in Room 2128 of the Rayburn House Office Building. SEC AND NASD ANNOUNCE ACTIONS AS A RESULT OF FINDINGS OF "BREAKPOINT" OVERCHARGES ON MUTUAL FUND TRANSACTIONS The SEC and NASD today announced a series of actions in connection with overcharges to customers on their mutual fund purchases. NASD is directing almost 450 securities firms to notify customers who purchased Class A mutual fund shares since Jan. 1, 1999, that they may be due refunds as a result of the firms' failure to provide breakpoint discounts. NASD is also directing almost 175 of those firms with poor records of providing breakpoint discounts to complete a comprehensive review of transactions since the beginning of 2001 for possible missed discount opportunities, and a number of those firms may be the subject of enforcement actions by NASD and the SEC. Breakpoint discounts are volume discounts applied to the front-end load charged to investors who purchase Class A mutual fund shares. The extent of the discount depends upon the amount the customer invested in a particular mutual fund family. Today's actions follow examinations that revealed that many investors were not receiving correct breakpoint discounts on their mutual fund purchases. The exam findings were outlined in the Joint Report of Examinations of Broker-Dealers Regarding Discounts on Front-End Sales Charges on Mutual Funds (available at: http://www.nasdr.com/pdf- text/bp_joint_exam.pdf and at ). As a result, NASD directed securities firms to conduct an assessment of their mutual fund transactions, using a statistically significant sample of the 2001 and 2002 transactions, from which overall performance was determined. The assessments showed that most firms did not uniformly deliver appropriate breakpoint discounts to customers. Overall, discounts were not delivered in about one of five eligible transactions. The average amount overcharged per transaction was $243, and ranged up to $10,000. NASD estimates that at least $86 million is owed to investors for 2001 and 2002 alone. NASD notified firms in August that they must make appropriate refunds, plus interest, owed to their customers. SEC Chairman William H. Donaldson said "It is essential that mutual fund investors receive the correct sales charges on their investments. Broker- dealers who process fund transactions on behalf of investors simply must do so in a way that ensures that all available discounts are given to the investor. The actions we announce today are another step we are taking to ensure that fund investors are protected in our markets." "We found that a large number of investors did not receive the discounts they deserved when they made these investments," said Mary Schapiro, NASD Vice Chairman and President of Regulatory Policy and Oversight. "While NASD has already told firms to make refunds of identified overcharges, we are now directing firms to specifically notify their customers, alerting them to this problem so that the appropriate refund can be made promptly." Earlier this year, NASD led an industry task force that explored and recommended ways that the mutual fund and broker-dealer industries could prevent breakpoint problems and errors in sales load calculations in the future. The Task Force issued a report that recommends a number of operational enhancements, disclosure requirements and regulatory changes, which is available at: . Industry working groups are in the process of implementing the Task Force's recommendations. The SEC and NASD have alerted investors to the breakpoint issue and placed additional information on their Web sites. Investors can learn more about reduced front-end sales loads by going to www.sec.gov/answers/breakpt.htm and http://www.nasd.com/Investor/alerts/alert_breakpoint_refund.htm. Investors can access fund expense calculators at www.sec.gov/investor/tools/mfcc/mfcc- int.htm and www.nasdr.com/ fundcalc/expense_analyzers.asp http://www.nasdr.com/fundcalc/expense_analyzers.asp>. (Press Rel. 2003- 147) COMMISSION MEETINGS ADDITIONAL CLOSED MEETING - TUESDAY, NOVEMBER 4, 2003 - 11:30 A.M. The subject matter of the closed meeting to be held on Tuesday, November 4, will be: Regulatory matter bearing enforcement implications; and Report of investigation. 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 SEC INSTITUTES PENNY STOCK BAR PROCEEDINGS AGAINST MICHAEL SYLVER, FORMER PRESIDENT OF AMAZON NATURAL TREASURES, INC. On October 31, the Commission issued an Order Instituting Public Administrative Proceedings Pursuant To Section 15(b) Of The Securities Exchange Act Of 1934 against Michael A. Sylver of Las Vegas, Nevada. The Order alleges that between that between 1997 and 2000, Sylver, formerly the president of Amazon Natural Treasures, Inc. (Amazon), participated in an offering of Amazon, which was at relevant times a penny stock. The order institutes public administrative proceedings to determine what, if any, remedial action is appropriate in the public interest against Sylver. The Order is based upon the entry of a permanent injunction against Sylver. On June 5, 2003, the U.S. District Court for the District of Nevada entered a final judgment permanently enjoining Sylver from violations of Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(b)(2)(A) and (B) of the Exchange Act and Rules 10b-5, 12b-20, 12b-25, 13a-1, 13a-13, 13b2-1 and 13b2-2 thereunder. Sylver consented to the issuance of the injunction without admitting or denying the allegations of the complaint. A hearing will be held at a time and place to be scheduled to determine whether a penny stock bar against Sylver is appropriate in the public interest. The Order provides that the Administrative Law Judge shall issue an initial decision no later than 210 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice. (Rel. 34-48732; File No. 3-11325) IN THE MATTER OF ANDREW DONEY - FINDINGS MADE AND SANCTIONS IMPOSED On November 3, the Commission issued an Order Instituting Public Administrative Proceedings Pursuant to Section 15(b) of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions (Order) against Andrew Doney. The Commission's Order finds that on Dec. 17, 2002, a Final Judgment of Permanent Injunction and Other Relief was entered, by consent, against Doney enjoining him from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933, Sections 10(b) and 15(a)(1) of the Exchange Act of 1934 and Rule 10b-5 thereunder, in connection with the unregistered securities offerings issued by Nutrition Superstores.com, Inc. and Advanced Wound Care, Inc., SEC v. Advanced Wound Care, et al., Civil Action No. 02- 81116-CIV-MIDDLEBROOKS (S.D. Fla.). Doney submitted, and the Commission accepted, an Offer of Settlement whereby he consented to the entry of the Order, without admitting or denying the findings contained therein except as to jurisdiction and the entry of the permanent injunction. The Commission, based upon the findings and the Offer of Settlement, barred Doney from association with any broker or dealer. (Rel. 34- 48739; File No. 3-11326) SEC SUSPENDS FORMER ATTORNEY FOR ZANDRIA CORP. FROM APPEARING OR PRACTICING BEFORE THE COMMISSION AS AN ATTORNEY On November 3, the Commission issued a settled administrative order pursuant to Rule 102(e) of its Rules of Practice that suspends B. Roland Frasier, III, from appearing or practicing before the Commission as an attorney. The Order is based on the findings of the U.S. District Court for the Southern District of California in the final judgment entered in a related civil action on Oct. 20, 2003, that Frasier violated the antifraud provisions of the federal securities laws. Frasier committed these violations in his capacity as former outside counsel to Zandria Corp., a defunct Internet company previously located in San Diego. Specifically, the Court found that Frasier had violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, by engaging in a fraudulent trading scheme regarding Zandria Corp. stock. For further information see LR-18391 (Oct. 3, 2003). Frasier consented to the entry of the administrative order. (Rel. 34-48741; File No. 3-11327) DEFENDANT IN SEC FRAUD ACTION CONVICTED IN CRIMINAL CASE The Commission announced that on October 31, 2003, a jury returned a guilty verdict in a criminal case against Paul R. Johnson. The SEC had previously brought a civil case against Johnson, alleging that he and other defendants had illegally raised over $15.5 million from nearly 400 investors for Link Express Delivery Solutions, Inc. (Link Express). During the time of his misconduct, Johnson was the president and CEO of Link Express. The U.S. Attorney's Office for the Southern District of Florida (USAO) brought criminal charges against Johnson, and another defendant John Cook, following a coordinated investigation with the SEC, the FBI, the IRS, the Florida Department of Law Enforcement and the Florida Department of Banking and Finance. Among other things, the indictment charged Johnson with conspiracy to commit securities fraud, securities fraud, and money laundering. The indictment also charged Johnson with perjury for making false declarations during a hearing to freeze assets in the SEC's case against him. The indictment charged Johnson with fraudulently raising funds for Link Express, and charged him with inducing investors to purchase stock by falsely representing that all funds raised would be used for operating, acquisition, and administrative expenses associated with Link Express' package delivery service. Instead, Johnson actually used the money for himself, his close friends and relatives, and his own personal ventures. The SEC's complaint in Securities and Exchange Commission v. Paul R. Johnson, et al., Case No. 01-7874-CIV-Hurley (S.D. Fla., filed December 12, 2001), is based on the same misconduct described in the USAO's indictment. The jury found Johnson guilty after an eight-week trial conducted by the USAO with assistance from the SEC. The jury acquitted co-defendant, John Cook. [U.S. v. Paul R. Johnson and John Cook, Criminal Action No. 02-60012-CR-Ferguson (S.D. Fla.)] (LR-18439) FEDERAL COURT ENJOINS MOHAMAD ELZEIN IN FRAUDULENT, UNREGISTERED OFFERING OF SECURITIES The Commission announced today that the Honorable Margaret B. Seymour, U.S. District Judge for the District of South Carolina, entered an Order of Permanent Injunction and Other Relief Against Mohamad Wael Ibrahim Elzein (Elzein), Individually and d/b/a Focus Mentors Elzein Management on Oct. 30, 2003, restraining him from further violations of 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. Elzein was ordered to pay disgorgement, prejudgment interest and a civil penalty in amounts to be resolved upon motion of the Commission at a later date. Elzein consented to the entry of the order without admitting or denying any of the allegations of the Commission's complaint. The Commission's complaint alleged that Elzein, Hussein El Zein (H. El Zein) and Darin Knee (Knee), from approximately July through October 2001, raised approximately $541,000 from investors in a fraudulent, unregistered offering of securities in the form of investment contracts. The defendants made materially false and misleading statements and omissions in connection with the offers and sales of the investment contracts including, among other things, false historical returns, and promised returns without a reasonable basis therefore. Also, the complaint alleged that the private placement memorandum utilized by the defendants inaccurately stated that Focus Mentors was fully insured by Allstate Insurance Company, such that the assets of Focus Mentors were protected in the unlikely case that Focus Mentors or its executives were to declare bankruptcy and falsely stated that each client's principal investment was protected in the case of acts of dishonesty. These statements were false because Focus Mentors did not have such insurance. The complaint further alleged that Knee promoted Focus Mentors on his MoneyJoe.com website and in his related electronic newsletter called "Insiders Club." Among other things, the complaint alleged that Knee's website described Focus Mentors as a "secure opportunity" with "107% plus principal guaranteed" even though Knee had no reasonable basis for such statements. [SEC v. Mohamad Wael Ibrahim Elzein, individually and d/b/a Focus Mentors Elzein Management; Hussein Hassan El Zein; and Darin Raymond Knee, Civil Action File No. 3:03-2843-10, D.S.C.] (LR-18440) SEC OBTAINS INJUNCTION FOR INSIDER TRADING AGAINST JORGE BALLESTEROS; BALLESTEROS TO PAY OVER $2.5 MILLION IN PENALTIES On October 31, 2003, the U.S. District Court for the Southern District of New York entered a final judgment against Jorge Eduardo Ballesteros Franco (Jorge Ballesteros), the former Chairman of Grupo Mexicano de Desarrollo, S.A., a major Mexican construction company, based upon charges of insider trading. The Commission's Complaint, filed on May 8, 2001, and amended on May 16, 2002, alleges that Jorge Ballesteros received a tip from his brother, the late Jose Luis Ballesteros, who was then a director of Nalco Chemical Company (Nalco). The Complaint alleges that Jorge Ballesteros was tipped about a possible acquisition of Nalco prior to the June 28, 1999 public announcement that Nalco would be acquired by Suez Lyonnaise des Eaux, S.A., (Suez). Following the tip, Jorge Ballesteros placed orders to purchase over $5.7 million in Nalco stock through Swiss accounts controlled by offshore trusts and nominee companies, resulting in illegal profits of over $2 million. The Commission's Complaint specifically alleges that Jose Luis Ballesteros attended a June 17, 1999 Nalco board meeting at which he learned that Nalco had received a conditional takeover offer from Suez. The Complaint alleges that by June 21, 1999, Jose Luis Ballesteros tipped his brother, Jorge Ballesteros, regarding the offer from Suez. Between June 22 and June 25, 1999, Jorge Ballesteros then directed the purchase of 153,300 Nalco shares through two offshore companies, Gianni Enterprises Limited and Sagitton Limited. Those companies, in turn, were owned by two family trusts, Gianni Trust, whose settlor is Jorge Ballesteros' mother, and Cardinal Trust, whose settlor is his wife. After the June 28, 1999 public announcement, Jorge Ballesteros directed that the Nalco stock be sold, resulting in illegal profits of $2,271,108.55. Without admitting or denying the allegations of the Commission's Complaint, Jorge Ballesteros consented to the entry of the Court's final judgment. The judgment orders him to pay a penalty of $2,573,875. This amount represents a one-time penalty on the illegal profits made in the Gianni Enterprises Limited account and a two-time penalty on the illegal profits made in the Sagitton Limited account. The Commission intends to have these funds paid into a court account pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002 for ultimate distribution to victims of the fraud. In addition, the judgment permanently enjoins Jorge Ballesteros from violating Sections 10(b) and 14(e) of the Securities Exchange Act of 1934, and Rules 10b-5 and 14e-3 thereunder. All of the profits, along with prejudgment interest, were previously paid as part of a settlement with other parties announced on May 8, 2001. SEC v. Jorge Eduardo Ballesteros Franco, et al., Civil Action No. 01 CV 3872 (JGK) (S.D.N.Y.) (filed May 8, 2001); SEC Press Release No. 2001-43 (May 8, 2001). In light of this current settlement with Jorge Ballesteros, and the prior settlement with the estate of Jose Luis Ballesteros in 2001, the Commission has filed a notice voluntarily dismissing its claims against the corporate and trust vehicles through which Jorge Ballesteros traded. Litigation Release No. 18441 (November 3, 2003). All told, the Commission has now obtained over $10 million in settlements from the 20 defendants charged with insider trading in Nalco stock. In addition to the Commission's May 8, 2001 Complaint, the Commission filed two additional settled actions arising out of trading in the securities of Nalco. SEC v. Pablo Escandon Cusi and Lori Ltd., Civil Action No. 02 CV 0971 (S.D.N.Y.) (filed February 7, 2002), Litigation Release No. 17356 (February 7, 2002); and SEC v. Hugo Salvador Villa Manzo and Multinvestments, Inc., Civil Action No. 02 CV 1766 (S.D.N.Y.) (filed March 6, 2002), Litigation Release No. 17395 (March 6, 2002). The U.S. Attorney for the Southern District of New York has obtained an indictment against Jorge Ballesteros based on the same conduct alleged in the Commission's Complaint. On February 27, 2002, the U.S. Attorney for the Southern District of New York obtained a criminal conviction against Juan Pablo Ballesteros, one of Jose Luis Ballesteros' sons. On June 4, 2002, Juan Pablo Ballesteros was sentenced to 15 months imprisonment, a $40,000 fine and two years of supervised release. Litigation Release No. 17897 (December 17, 2002). The Commission wishes to thank the U.S. Attorney's Office for the Southern District of New York, U.S. Immigration and Customs Enforcement, the Swiss Federal Office of Justice, the New York Stock Exchange and the Isle of Jersey Financial Services Commission for their cooperation and assistance in this matter. [SEC v. Jorge Eduardo Ballesteros Franco, et al., Civil Action No. 01 CV 3872 (JGK) (S.D.N.Y.)] (LR-18441) INVESTMENT COMPANY AC T RELEASES DEREGISTRATIONS UNDER THE INVESTMENT COMPANY ACT For the month of October, 2003, a notice has been issued giving interested persons until November 24 to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act declaring that the applicant has ceased to be an investment company: Vega Capital Corporation [File No. 811-2508] ARK Funds [File No. 811-7310] Scioto Investment Company [File No. 811-2670] The Italy Fund Inc. [File No. 811-4517] Pioneer Large Cap Value Fund [File No. 811-9875] Davis International Series, Inc. [File No. 811-8870] Pioneer Small Cap Growth Fund [File No. 811-21106] Pioneer Aggressive Growth Fund [File No. 811-21107] Quintara Funds [File No. 811-10563] Trust for Investment Managers [File No. 811-9393] Asset Allocation Portfolio [File No. 811-6646] Growth Stock Portfolio [File No. 811-6647] Bond Portfolio [File No. 811-6648] Utilities Portfolio [File No. 811-9028] The Growth Portfolio [File No. 811-9829] The Aggressive Growth Portfolio [File No. 811-9831] (Rel. IC-26235 - October 31) MORGAN STANLEY INVESTMENT ADVISERS INC., ET AL. The Commission has issued a temporary order to Morgan Stanley Investment Advisers Inc., et al. under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on Oct. 31, 2003 (Injunction). The temporary order exempts applicants and companies of which Morgan Stanley & Co. Incorporated is or becomes an affiliated person from the provisions of Section 9(a) of the Act until the earlier of two years from the date the Injunction was issued or until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until November 25 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-26236 - October 31) BEAR, STEARNS & CO. INC., ET AL. The Commission has issued a temporary order to Bear, Stearns & Co. Inc. (BS&Co.) and Bear Stearns Asset Management Inc. under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on Oct. 31, 2003 (Injunction). The temporary order exempts applicants and companies of which BS&Co. is, or becomes, an affiliated person from the provisions of Section 9(a) of the Act until the earlier of two years from the date the Injunction was issued or the date the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until November 25 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC- 26237 - October 31) U.S. BANCORP PIPER JAFFRAY, INC., ET AL. The Commission has issued a temporary order to U.S. Bancorp Piper Jaffray, Inc. (Piper), U.S. Bancorp Asset Management, Inc. and Quasar Distributors, LLC under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on Oct. 31, 2003 (Injunction). The temporary order exempts applicants and companies of which Piper is or becomes an affiliated person from the provisions of Section 9(a) of the Act until the earlier of two years from the date the Injunction was issued or the date the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until November 25 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-26238 - October 31) J.P. MORGAN SECURITIES INC., ET AL. The Commission has issued a temporary order to J.P. Morgan Securities Inc. (JPMSI), JF International Management Inc., J.P. Morgan Alternative Asset Management, Inc., J.P. Morgan Fleming Asset Management (London) Limited and J.P. Morgan Investment Management Inc. under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on Oct. 31, 2003 (Injunction). The temporary order exempts applicants and companies of which JPMSI is, or becomes, an affiliated person from the provisions of Section 9(a) of the Act until the earlier of two years from the date the Injunction was issued or the date the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until November 25 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-26239 - October 31) CITIGROUP GLOBAL MARKETS INC., F/KA SALOMON SMITH BARNEY INC., ET AL. The Commission has issued a temporary order to Citigroup Global Markets Inc., f/k/a Salomon Smith Barney Inc., et al. (SSB) under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on Oct. 31, 2003 (Injunction). The temporary order exempts applicants and companies of which SSB is or becomes an affiliated person from the provisions of Section 9(a) until the earlier of two years from the date the Injunction was issued or until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until November 25 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-26240 - October 31) LEHMAN BROTHERS INC., ET AL. The Commission has issued a temporary order to Lehman Brothers Inc. (Lehman), et al. under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on Oct. 31, 2003 (Injunction). The temporary order exempts applicants and companies of which Lehman is or becomes an affiliated person from the provisions of Section 9(a) until the earlier of two years from the date the Injunction was issued or until the Commission takes final action on an application for a permanent order. The Commission also has issued a notice giving interested persons until November 25 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-26241 -October 31) GOLDMAN, SACHS & CO., ET AL. The Commission has issued a temporary order to Goldman, Sachs & Co. (Goldman Sachs), et al. under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on Oct. 31, 2003, (Injunction). The temporary order exempts applicants and companies of which Goldman Sachs is or becomes an affiliated person from the provisions of Section 9(a) of the Act, until the earlier of two years from the date the Injunction was issued or until the Commission takes final action on the application for a permanent order. The Commission has also issued a notice giving interested persons until November 25 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-26242 - October 31) CREDIT SUISSE FIRST BOSTON, LLC, ET AL. The Commission has issued a temporary order to Credit Suisse First Boston, LLC , et al. under Section 9(c) of the Investment Company Act with respect to an injunction issued by the U.S. District Court for the Southern District of New York on Oct. 31, 2003 (Injunction). The temporary order exempts applicants and companies of which CSFB is or becomes an affiliated person from the provisions of Section 9(a) of the Act until the earlier of two years from the date the Injunction was issued or until the Commission takes final action on the application for a permanent order. The Commission has also issued a notice giving interested persons until November 25 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-26243 - October 31) MERRILL LYNCH INVESTMENT MANAGERS, L.P., ET AL. The Commission has issued a temporary order to Merrill Lynch Investment Managers, L.P., et al. under Section 9(c) of the Investment Company Act with respect to an injunction entered against Merrill Lynch, Pierce, Fenner and Smith Incorporated (MLPF&S) on Oct. 31, 2003, by the U.S. District Court for the Southern District of New York. The temporary order exempts applicants and companies of which MLPF&S is or becomes an affiliated person from the provisions of Section 9(a) of the Act until the Commission takes final action on their application for a permanent order. The Commission also has issued a notice giving interested persons until November 25 to request a hearing on the application filed by applicants for a permanent order under Section 9(c) of the Act. (Rel. IC-26244 - October 31) STANDARDS SETTING BOARDS FINAL RULES The Commission approved proposed rules (PCAOB-2003-05) submitted by the Public Company Accounting Oversight Board concerning (1) compliance with auditing and related professional practice standards and (2) advisory groups. Publication of the approval order is expected in the Federal Register during the week of November 3. (Rel. 34-48730) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-PCX-2003-31) and Amendments No. 1 and 2 thereto submitted by the Pacific Exchange making housekeeping changes to PCX's Options Trading Rules. Publication is expected in the Federal Register during the week of October 31. (Rel. 34-48722) 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: . N-2 RENAISSANCE CAPITAL GROWTH & INCOME FUND III INC, 8080 N CENTRAL EXPRWY, STE 210 LB59, DALLAS, TX, 75206, 2148918294 - 1,450,572 ($16,870,152.00) Other, (File 333-110113 - Oct. 31) (BR. 16) S-8 RESCON TECHNOLOGY CORP, 8012628844 - 1,750,000 ($14.16) Equity, (File 333-110114 - Oct. 31) (BR. 09) S-3 ALTAIR NANOTECHNOLOGIES INC, 204 EDISON WAY, N/A, RENO, NV, 89502, (775) 858-3744 - 2,346,169 ($2,838,864.00) Equity, (File 333-110115 - Oct. 31) (BR. 04) S-3 GULFTERRA ENERGY PARTNERS L P, 4 GREENWAY PLAZA, .., HOUSTON, TX, 77046, 832 676 4853 - 5,750,000 ($228,505,000.00) Limited Partnership Interests, (File 333-110116 - Oct. 31) (BR. 04) S-1 ARDENT HEALTH SERVICES LLC, C/O ARDENT HEALTH SERVICES, ONE BURTON HILLS BLVD STE 250, NASHVILLE, TN, 37215, 6152963000 - 0 ($225,000,000.00) Non-Convertible Debt, (File 333-110117 - Oct. 31) (BR. 01) S-3 NET2PHONE INC, 520 BROAD STREET, NEWARK, NJ, 07102, 9734122800 - 13,000,000 ($73,125,000.00) Equity, (File 333-110118 - Oct. 31) (BR. 37) S-2 EDUCATION LENDING GROUP INC, 12760 HIGH BLUFF DRIVE, SUITE 210, SAN DIEGO, CA, 92130, 8586176080 - 2,990,000 ($29,421,600.00) Equity, (File 333-110119 - Oct. 31) (BR. 07) S-1 DIGITAL THEATER SYSTEMS INC, 5171 CLARETON DRIVE, AGOURA HILLS, CA, 91301, 5,175,000 ($135,171,000.00) Equity, (File 333-110120 - Oct. 31) (BR. 02) S-8 TREND MICRO INC, ODAKYU SOUTHERN TOWER 10F 2-1 YOYOGI 2, CHOME SHIBUYA-KU, TOKYO 151-8583 JAPAN, M0, 00000, 586,000 ($12,059,880.00) Equity, (File 333-110121 - Oct. 31) (BR. 03) S-8 CELANESE AG, FRANKFURTERSTRASSE III, D-61476, KRONBERG TAURUS, I8, 00000, 49 69 305 4508 - 4,000,000 ($125,800,000.00) Equity, (File 333-110123 - Oct. 31) (BR. 06) S-3 TXU CORP /TX/, ENERGY PLAZA, 1601 BRYAN ST, DALLAS, TX, 75201, 2148124600 - 0 ($525,500,000.00) Debt Convertible into Equity, (File 333-110125 - Oct. 31) (BR. 02) S-11 AUSTRALIAN SECURITISATION MANAGEMENT PTY LTD, LEVEL 6 12 CASTLEREAGH STREET, SYDNEY NEW SOUTH WALES, AUSTRALIA, C3, 00000, 0 ($1,000,000,000.00) Asset-Backed Securities, (File 333-110126 - Oct. 31) (BR. 05) SB-2 BAINBRIDGE BANCSHARES INC, 501 SOUTH WEST STREET, BAINBRIDGE, GA, 39817, 2292467500 - 0 ($7,315,000.00) Equity, (File 333-110127 - Oct. 31) (BR. 09) SB-1 CLINICAL INTELLIGENCE INC, 1629 YORK STREET, SUITE 102, DENVER, CO, 80206, 3033888586 - 0 ($1,225,000.00) Equity, (File 333-110128 - Oct. 31) (BR. 09) S-8 CONSUMERS FINANCIAL CORP, 1513 CEDAR CLIFF DRIVE, P O BOX 26, CAMP HILL, PA, 17011-0026, 7177306306 - 330,000 ($62,700.00) Equity, (File 333-110129 - Oct. 31) (BR. 01) S-8 OVERNITE CORP, 1000 SEMMES AVENUE, P O BOX 1216, RICHMOND, VA, 23218, 8042318000 - 260,000 ($4,940,000.00) Equity, (File 333-110130 - Oct. 31) (BR. 05) S-8 DSL NET INC, 545 LONG WHARF DR, NEW HAVEN, CT, 06511, 2037721000 - 25,000,000 ($13,250,000.00) Equity, (File 333-110131 - Oct. 31) (BR. 37) S-3 KOSS CORP, 4129 N PORT WASHINGTON AVE, MILWAUKEE, WI, 53212, 4149645000 - 0 ($337,080.00) Equity, (File 333-110132 - Oct. 31) (BR. 02) S-8 VISION BANCSHARES INC, PO BOX 1248, GULF SHORES, AL, 36547, 3349674212 - 0 ($7,425,000.00) Equity, (File 333-110133 - Oct. 31) (BR. 07) S-8 VISION BANCSHARES INC, PO BOX 1248, GULF SHORES, AL, 36547, 3349674212 - 0 ($7,425,000.00) Equity, (File 333-110134 - Oct. 31) (BR. 07) S-8 OLIN CORP, 501 MERRITT 7, P O BOX 4500, NORWALK, CT, 06856, 2037503000 - 0 ($28,832,000.00) Equity, (File 333-110135 - Oct. 31) (BR. 06) S-8 OLIN CORP, 501 MERRITT 7, P O BOX 4500, NORWALK, CT, 06856, 2037503000 - 0 ($848,000.00) Equity, (File 333-110136 - Oct. 31) (BR. 06) S-8 VISION BANCSHARES INC, PO BOX 1248, GULF SHORES, AL, 36547, 3349674212 - 0 ($495,000.00) Equity, (File 333-110137 - Oct. 31) (BR. 07) S-4 SEABULK INTERNATIONAL INC, 2200 ELLER DR BLDG 27, PO BOX 13038, FORT LAUDERDALE, FL, 33316, 954-524-4200 - 0 ($150,000,000.00) Non-Convertible Debt, (File 333-110138 - Oct. 31) (BR. 05) S-8 VITESSE SEMICONDUCTOR CORP, 741 CALLE PLANO, CAMARILLO, CA, 93012, 8053883700 - 8,570,702 ($56,738,047.24) Other, (File 333-110139 - Oct. 31) (BR. 36) S-8 SOUTHWESTERN ENERGY CO, 2350 N. SAM HOUSTON PARKWAY EAST, SUITE 300, HOUSTON, TX, 77032, 2816184700 - 4,400 ($86,900.00) Equity, (File 333-110140 - Oct. 31) (BR. 04) S-8 SCIENTIFIC GAMES CORP, 750 LEXINGTON AVE, NEW YORK, NY, 10022, 3027374300 - 0 ($75,010,883.07) Equity, (File 333-110141 - Oct. 31) (BR. 03) S-3 VISUAL DATA CORP, 1291 SW 29 AVE, STE 3A, POMPANO BEACH, FL, 33069, 9549176655 - 0 ($3,081,382.00) Equity, (File 333-110142 - Oct. 31) (BR. 03) N-2 TORTOISE ENERGY INFRASTRUCTURE CORP, 100,000 ($2,500,000.00) Equity, (File 333-110143 - Oct. 31) (BR. 16) S-8 AMBAC FINANCIAL GROUP INC, ONE STATE ST PLZ, NEW YORK, NY, 10004, 2126680340 - 6,250,000 ($432,125,000.00) Equity, (File 333-110145 - Oct. 31) (BR. 01) S-3 MIDWAY GAMES INC, 2704 WEST ROSCOE STREET, CHICAGO, IL, 60618, 7739612222 - 0 ($24,878,755.00) Equity, (File 333-110146 - Oct. 31) (BR. 03) S-3 MIDWAY GAMES INC, 2704 WEST ROSCOE STREET, CHICAGO, IL, 60618, 7739612222 - 0 ($37,785,869.00) Equity, (File 333-110147 - Oct. 31) (BR. 03) SB-2 USA TECHNOLOGIES INC, 200 PLANT AVENUE, WAYNE, PA, 19087, 6109890340 - 61,434,113 ($22,116,291.00) Equity, (File 333-110148 - Oct. 31) (BR. 03) S-8 LKQ CORP, 120 NORTH LASALLE STREET, SUITE 3300, CHICAGO, IL, 60602, 0 ($66,721,930.00) Equity, (File 333-110149 - Oct. 31) (BR. 05) S-3 HUGHES SUPPLY INC, CORPORATE OFFICE, ONE HUGHES WAY, ORLANDO, FL, 32805, 4078414755 - 0 ($300,000,000.00) Unallocated (Universal) Shelf, (File 333-110150 - Oct. 31) (BR. 06) S-8 TRIDENT MICROSYSTEMS INC, 4084961085 - 0 ($38,575,250.00) Equity, (File 333-110151 - Oct. 31) (BR. 36) S-8 SUPERGEN INC, 4140 DUBLIN BLVD, SUITE 200, DUBLIN, CA, 94568, 9255600100 - 0 ($27,652,000.50) Equity, (File 333-110152 - Oct. 31) (BR. 01) S-8 CEC INDUSTRIES CORP, 3450 E RUSSELL RD, LAS VEGAS, NV, 89120, 7022144253 - 6,000,000 ($162,000.00) Equity, (File 333-110155 - Oct. 31) (BR. 05) S-8 TOUCHSTONE APPLIED SCIENCE ASSOCIATES INC /NY/, 4 HARDSCRABBLE HEIGHTS, P O BOX 382, BREWSTER, NY, 10509, 9142778100 - 331,750 ($646,913.00) Equity, (File 333-110156 - Oct. 31) (BR. 08) S-8 TOUCHSTONE APPLIED SCIENCE ASSOCIATES INC /NY/, 4 HARDSCRABBLE HEIGHTS, P O BOX 382, BREWSTER, NY, 10509, 9142778100 - 75,000 ($146,250.00) Equity, (File 333-110157 - Oct. 31) (BR. 08) S-3 CYPRESS BIOSCIENCE INC, 4350 EXECUTIVE DRIVE,SUITE 325, SAN DIEGO, CA, 92121, 8584522323 - 0 ($60,000,000.00) Equity, (File 333-110158 - Oct. 31) (BR. 01) SB-2 ENTROPIN INC, 45926 OASIS STREET, SUITE 810, INDIO, CA, 92201, 8183402323 - 20,000,000 ($4,000,000.00) Equity, (File 333-110159 - Oct. 31) (BR. 08) S-3 ATHEROGENICS INC, 8995 WESTSIDE PARKWAY, ALPHARETTA, GA, 30004, 6783362500 - 0 ($100,000,000.00) Debt Convertible into Equity, (File 333-110160 - Oct. 31) (BR. 01) S-3 APHTON CORP, PO BOX 1049, STE 51-507, WOODLAND, CA, 95776, 5306616077 - 0 ($30,086,000.00) Equity, (File 333-110161 - Oct. 31) (BR. 01) S-1 THERMA WAVE INC, 1250 RELIANCE WAY, FREMONT, CA, 94539, 5104903663 - 0 ($28,706,284.00) Equity, (File 333-110162 - Oct. 31) (BR. 36) SB-2 BLACK SEA MINERALS INC, 525 SEYMOUR ST, SUITE 908, VANCOUVER BC CANDA V6B 3H7, A1, 00000, 6046851527 - 1,150,000 ($1,150,000.00) Equity, (File 333-110163 - Oct. 31) (BR. 09) S-8 CELERITEK INC/CA, 3236 SCOTT BLVD, SANTA CLARA, CA, 95054, 4089865060 - 0 ($3,176,640.00) Equity, (File 333-110164 - Oct. 31) (BR. 36) S-8 ENGINEERED SUPPORT SYSTEMS INC, 201 EVANS LN, ST LOUIS, MO, 63121, 3149935880 - 350,000 ($21,693,000.00) Equity, (File 333-110165 - Oct. 31) (BR. 06) S-8 ENGINEERED SUPPORT SYSTEMS INC, 201 EVANS LN, ST LOUIS, MO, 63121, 3149935880 - 350,000 ($21,693,000.00) Equity, (File 333-110166 - Oct. 31) (BR. 06) S-8 HORIZON OFFSHORE INC, HORIZON OFFSHORE INC, 2500 CITY WEST BLVD., STE. 2200, HOUSTON, TX, 77042, 7133612600 - 2,000,000 ($4,000,000.00) Equity, (File 333-110167 - Oct. 31) (BR. 04) S-4 DAUGHERTY RESOURCES INC, 120 PROSPEROUS PLACE, SUITE 201, LEXINGTON, KY, 40509, 6062633948 - 9,932,102 ($41,615,507.38) Equity, (File 333-110168 - Oct. 31) (BR. 04) SB-2 Y3K SECURE ENTERPRISE SOFTWARE INC, 108 WEST STEWART AVE., PUYALLUP, WA, 98371, 6046883931 - 30,000,000 ($5,100,000.00) Equity, (File 333-110169 - Oct. 31) (BR. 08) S-3 AMERITRADE HOLDING CORP, 4211 SOUTH 102ND STREET, OMAHA, NE, 68127, 4023317856 - 0 ($671,235,364.00) Equity, (File 333-110170 - Oct. 31) (BR. 07) S-8 Y3K SECURE ENTERPRISE SOFTWARE INC, 108 WEST STEWART AVE., PUYALLUP, WA, 98371, 6046883931 - 9,000,000 ($1,800,000.00) Equity, (File 333-110172 - Oct. 31) (BR. 08) S-3 INFOCROSSING INC, 2 CHRISTIE HEIGHTS STREET, LEONIA, NJ, 07605, 2018404700 - 13,147,800 ($121,617,150.00) Equity, (File 333-110173 - Oct. 31) (BR. 03) S-3 DATAKEY INC, 407 W TRAVELERS TRAIL, BURNSVILLE, MN, 55337, 6128906850 - 0 ($5,179,449.75) Equity, (File 333-110174 - Oct. 31) (BR. 36) S-2 DONEGAL GROUP INC, 1195 RIVER RD PO BOX 302, MARIETTA, PA, 17547-0302, 7174261931 - 0 ($65,653,500.00) Equity, (File 333-110175 - Oct. 31) (BR. 01) F-10 ACETEX CORP, 750 WORLD TRADE CENTRE, 999 CANADA PLACE, VANCOUVER BC, A1, 6046889600 - 0 ($75,000,000.00) Other, (File 333-110176 - Oct. 31) (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. 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 ------------------------------------------------------------------------------------------------ 21ST CENTURY HOLDING CO FL X X 10/31/03 ABATIX CORP DE X 09/30/03 ABIGAIL ADAMS NATIONAL BANCORP INC DE X X 10/28/03 ADVANCED MARKETING SERVICES INC DE X 10/30/03 ADVANTA CORP DE X 10/31/03 AFC ENTERPRISES INC MN X X 10/30/03 AGWAY INC DE X 10/31/03 AIRTRAN HOLDINGS INC NV X X 10/31/03 ALLCITY INSURANCE CO /NY/ NY X X 10/31/03 ALLEGIANCE TELECOM INC DE X X 10/30/03 ALLETE INC MN X 10/31/03 ALLIED WASTE INDUSTRIES INC DE X 10/30/03 ALLIED WASTE INDUSTRIES INC DE X 10/31/03 AMERICA SERVICE GROUP INC /DE DE X X 10/31/03 ANADARKO PETROLEUM CORP DE X X X 10/31/03 ANIXTER INTERNATIONAL INC DE X X 10/31/03 ANTHRACITE CAPITAL INC MD X X X 10/31/03 APHTON CORP DE X 10/31/03 ARCHER DANIELS MIDLAND CO DE X X 09/30/03 ARGONAUT GROUP INC DE X X 10/28/03 ARRHYTHMIA RESEARCH TECHNOLOGY INC /D DE X X 09/30/03 ARTHROCARE CORP DE X X 10/23/03 ASHFORD HOSPITALITY TRUST INC MD X X 10/31/03 ASPECT COMMUNICATIONS CORP CA X X 10/31/03 ASSET BACKED FUNDING CORP DE X X 10/31/03 ATLANTIC BANCGROUP INC FL X 10/30/03 ATRION CORP DE X X 10/30/03 ATWOOD OCEANICS INC TX X X 10/31/03 AUTOCORP EQUITIES INC NV X X 10/29/03 AUTOZONE INC NV X X 10/31/03 BA MASTER CREDIT CARD TRUST / X 10/15/03 BANCSHARES OF FLORIDA INC FL X X 10/30/03 BARRY R G CORP /OH/ OH X X 10/30/03 BEAR STEARNS ASSET BACKED SECURITIES DE X X 10/30/03 BEAR STEARNS ASSET BACKED SECURITIES DE X X 10/29/03 BERRY PLASTICS CORP DE X X 10/31/03 BIOLASE TECHNOLOGY INC DE X X 10/29/03 BLACK HILLS CORP /SD/ SD X 10/30/03 BRADLEY PHARMACEUTICALS INC DE X X 10/30/03 CALIFORNIA AMPLIFIER INC DE X 10/31/03 CALIFORNIA CLEAN AIR INC DE X X 10/31/03 CAMDEN NATIONAL CORP ME X X 10/31/03 CARDIOGENESIS CORP /CA CA X X 10/23/03 CAVALIER HOMES INC DE X X 09/27/03 CAVALIER HOMES INC DE X 10/31/03 CDF FINANCING LLC DE X X 09/30/03 CDF FLOORPLAN RECEIVABLES LP DE X X 09/30/03 CDI CORP PA X 10/22/03 AMEND CENTRUE FINANCIAL CORP DE X X 10/31/03 CHANNELL COMMERCIAL CORP DE X 10/28/03 CHARTER MUNICIPAL MORTGAGE ACCEPTANCE DE X 10/24/03 CHEVRONTEXACO CORP DE X 10/31/03 CHINA BROADBAND CORP NV X X 10/27/03 CHITTENDEN CORP /VT/ VT X 10/31/03 CHROMCRAFT REVINGTON INC DE X 10/29/03 CIGNA CORP DE X 10/31/03 CITGO PETROLEUM CORP DE X X 10/31/03 CNL RETIREMENT PROPERTIES INC MD X X 10/31/03 COACH INDUSTRIES GROUP INC NV X 09/01/03 AMEND CODDLE CREEK FINANCIAL CORP NC X X 10/28/03 COMMERCE ONE INC / DE/ DE X X 10/30/03 COMMERCIAL METALS CO DE X X 10/31/03 COMMUNITY BANCORP INC /MA/ MA X X 10/31/03 COMMUNITY BANCSHARES INC /DE/ DE X X 10/30/03 COMMUNITY BANK SHARES OF INDIANA INC IN X 09/30/03 COMMUNITY BANKSHARES INC /SC/ SC X X 10/29/03 COMMUNITY FINANCIAL CORP /VA/ VA X 09/30/03 COMMUNITY TRUST BANCORP INC /KY/ KY X 10/31/03 COMPETITIVE TECHNOLOGIES INC DE X 10/29/03 CONEXANT SYSTEMS INC DE X 10/30/03 CONTINENTAL RESOURCES INC OK X X 10/22/03 CORPORATE EXECUTIVE BOARD CO DE X 10/30/03 CREDIT SUISSE FIRST BOSTON MORT HOME DE X X 10/27/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 10/31/03 CREDIT SUISSE FIST BOSTON HOME EQUITY DE X X 10/27/03 CRYO CELL INTERNATIONAL INC DE X 10/24/03 CSFB MORTGAGE SEC CORP HOME EQ MORT P DE X X 10/27/03 CURTISS WRIGHT CORP DE X X 10/30/03 CV THERAPEUTICS INC DE X X 12/30/02 CWMBS INC DE X 10/31/03 CWMBS INC DE X X 10/31/03 DADE BEHRING HOLDINGS INC DE X X 10/30/03 DALEEN TECHNOLOGIES INC DE X X 10/30/03 DAVE & BUSTERS INC MO X X 10/31/03 DEL GLOBAL TECHNOLOGIES CORP NY X X 10/30/03 DELTA FINANCIAL CORP DE X 10/30/03 DEUTSCHE ALT-A SECURITIES INC X X 07/16/03 DEUTSCHE RECREATIONAL ASSET FUNDING C NV X X 09/30/03 DEVELOPERS DIVERSIFIED REALTY CORP OH X 10/30/03 DIGITAL THEATER SYSTEMS INC DE X X 10/31/03 DISTRIBUTION FINANCIAL SERVICES FLOOR NY X X 09/30/03 DISTRIBUTION FINANCIAL SERVICES FLOOR NY X X 09/30/03 DISTRIBUTION FINANCIAL SERVICES MARIN NY X X 09/30/03 DISTRIBUTION FINANCIAL SERVICES RV MA NV X X 09/30/03 DISTRIBUTION FINANCIAL SERVICES RV TR NY X X 09/30/03 DISTRIBUTION FINANCIAL SERVICES RV TR NY X X 09/30/03 DRIL-QUIP INC DE X X 10/30/03 DURA AUTOMOTIVE SYSTEMS INC DE X X 10/28/03 EDUCATION CAPITAL I LLC DE X X 10/23/03 EDUCATION FUNDING CAPITAL TRUST I X X 10/16/03 EFC BANCORP INC DE X X 10/31/03 ELCOM INTERNATIONAL INC DE X X 10/24/03 ELECTRONIC CLEARING HOUSE INC NV X X 10/30/03 EMPIRE RESORTS INC DE X X 10/31/03 EQUITY ONE ABS INC MORT PASS THR CERT DE X 10/31/03 EQUITY ONE ABS INC MORT PASS THR CERT DE X X 10/31/03 ESS TECHNOLOGY INC CA X X 08/15/03 AMEND EXACTECH INC FL X X 10/30/03 EXELIXIS INC DE X X 10/30/03 EXELON CORP PA X 10/31/03 FASTENAL CO MN X X X 10/17/03 AMEND FFW CORP DE X X 10/30/03 FIREARMS TRAINING SYSTEMS INC DE X X 10/31/03 FIRST CITIZENS BANCORPORATION OF SOUT SC X X 10/31/03 FIRST KEYSTONE CORP PA X 10/31/03 FIRST SECURITYFED FINANCIAL INC DE X 10/28/03 FNB CORP/FL/ FL X 10/31/03 FNB CORP/FL/ FL X X 10/30/03 FRANKLIN FINANCIAL CORP /TN/ TN X 10/30/03 FRIEDMAN BILLINGS RAMSEY GROUP INC VA X 10/29/03 FRONT PORCH DIGITAL INC NV X 10/24/03 FRONTIER AIRLINES INC /CO/ CO X 09/30/03 FRONTIER AIRLINES INC /CO/ CO X 09/30/03 FRONTIER OIL CORP /NEW/ WY X X 10/30/03 G REIT INC VA X X 10/28/03 GATX CORP NY X X 10/27/03 GB&T BANCSHARES INC GA X X 08/29/03 AMEND GENERAL GROWTH PROPERTIES INC DE X X 10/27/03 AMEND GEORGIA GULF CORP /DE/ DE X X 10/30/03 GIGA TRONICS INC CA X X 10/31/03 GILEAD SCIENCES INC DE X X 10/29/03 GLEN BURNIE BANCORP MD X 10/29/03 GLOBAL POWER EQUIPMENT GROUP INC/ DE X 10/27/03 GLOBESPANVIRATA INC DE X 10/30/03 GOLDEN STAR RESOURCES LTD X X 10/30/03 GOLDEN TELECOM INC DE X X 10/31/03 GUITAR CENTER INC DE X 10/31/03 GWIN INC DE X X 10/30/03 HALLIBURTON CO DE X 10/29/03 HANCOCK JOHN FINANCIAL SERVICES INC X 10/30/03 HANCOCK JOHN LIFE INSURANCE CO MA X 10/30/03 HARTVILLE GROUP INC NV X X 10/20/03 HAVERTY FURNITURE COMPANIES INC MD X X X 10/29/03 HCA INC/TN DE X 10/30/03 HEALTHCARE REALTY TRUST INC MD X X 10/28/03 HEALTHGATE DATA CORP DE X X 10/27/03 HERCULES INC DE X X 10/30/03 HERCULES INC DE X 10/31/03 HIGHWOODS PROPERTIES INC MD X 10/31/03 HILLENBRAND INDUSTRIES INC IN X X 10/27/03 HOME CITY FINANCIAL CORP OH X 10/28/03 HOME EQUITY MORTGAGE PASS THROUGH CER DE X X 10/27/03 HOME PRODUCTS INTERNATIONAL INC DE X X 10/27/03 HOME PROPERTIES INC MD X X 09/30/03 HORACE MANN EDUCATORS CORP /DE/ DE X X 10/30/03 HOUSEHOLD HOME EQUITY LOAN TRUST 1999 DE X 10/15/03 HOUSEHOLD MORTGAGE LOAN TRUST 2002 HC X 10/15/03 HOUSEHOLD MORTGAGE LOAN TRUST 2003-HC DE X 10/15/03 INDEPENDENCE COMMUNITY BANK CORP DE X X 10/30/03 INDYMAC BANCORP INC DE X 10/31/03 INKINE PHARMACEUTICAL CO INC NY X X 10/30/03 INTEREP NATIONAL RADIO SALES INC NY X X 10/30/03 INVITROGEN CORP DE X X 08/22/03 AMEND IWT TESORO CORP NV X 10/27/03 JACOBS ENGINEERING GROUP INC /DE/ DE X X X 10/29/03 JAKKS PACIFIC INC DE X X 10/31/03 JDS UNIPHASE CORP /CA/ DE X X 10/31/03 JLM INDUSTRIES INC DE X X 10/31/03 KAMAN CORP CT X 10/31/03 KEYNOTE SYSTEMS INC DE X 10/24/03 LABARGE INC DE X 09/28/03 LAFARGE NORTH AMERICA INC MD X X 10/30/03 LANDMARK BANCORP INC DE X X 10/30/03 LAWSON PRODUCTS INC/NEW/DE/ DE X X 10/22/03 LEHMAN BROTHERS HOLDINGS INC DE X 10/31/03 LEHMAN BROTHERS HOLDINGS INC DE X X 10/31/03 LEUCADIA NATIONAL CORP NY X X 10/30/03 LEXINGTON CORPORATE PROPERTIES TRUST MD X X 10/28/03 LIBERTY SATELLITE & TECHNOLOGY INC DE X X 10/24/03 LIFECORE BIOMEDICAL INC MN X X 10/29/03 LIGAND PHARMACEUTICALS INC DE X X 09/30/03 LSB CORP X X X 10/30/03 LUCILLE FARMS INC DE X X 10/27/03 MAGIC MEDIA NETWORKS INC DE X X 10/23/03 MAGMA DESIGN AUTOMATION INC DE X X 10/17/03 MAGNA ENTERTAINMENT CORP DE X X 09/30/03 MAGSTAR TECHNOLOGIES INC MN X X 10/31/03 MANAGEMENT NETWORK GROUP INC X 09/27/03 MAPICS INC GA X X 10/30/03 MARINEMAX INC DE X X 10/30/03 MAYORS JEWELERS INC/DE DE X 10/31/03 MED GEN INC NV X 10/31/03 MEDICAL DEVICE ALLIANCE INC NV X X 10/23/03 MEDICAL STAFFING SOLUTIONS INC NV X 10/22/03 MERCURY INTERACTIVE CORPORATION DE X X 08/15/03 AMEND MERISEL INC /DE/ DE X X 09/30/03 MERRILL LYNCH & CO INC DE X X 10/31/03 MERRILL LYNCH & CO INC DE X X 10/31/03 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 10/31/03 MESA LABORATORIES INC /CO CO X X 10/30/03 MGE ENERGY INC WI X X 10/30/03 MGP INGREDIENTS INC KS X X 10/31/03 MICROS SYSTEMS INC MD X 10/30/03 MIDDLEBY CORP DE X X 10/30/03 MIDDLESEX WATER CO NJ X 10/31/03 MIDLAND CAPITAL HOLDINGS CORP X X 10/31/03 MILACRON INC DE X X 10/31/03 MISONIX INC NY X X 10/30/03 MONARCH CASINO & RESORT INC NV X 10/29/03 MONTEREY PASTA CO DE X X 10/31/03 MONTPELIER RE HOLDINGS LTD D0 X X X 10/28/03 MS STRUCTURED ASSET CORP DE X 10/01/03 NASH FINCH CO DE X X 10/31/03 NATIONSBANK OF DELAWARE NA DE X X 10/15/03 NATURES SUNSHINE PRODUCTS INC UT X X X 10/31/03 NETWORK CAPITAL INC MN X X X 10/29/03 NEUBERGER BERMAN INC DE X X X 10/31/03 NEW WORLD RESTAURANT GROUP INC DE X X 10/28/03 NIC INC CO X X X 10/30/03 NICOR INC IL X X 09/30/03 NOBLE ENERGY INC DE X X 10/29/03 NORTH BAY BANCORP/CA CA X X 10/28/03 NORTHWEST AIRLINES CORP DE X X 10/29/03 NOVA BIOGENETICS INC DE X 10/30/03 NTL INC DE X X 09/26/03 NTL INC DE X X 10/31/03 NUTEK INC NV X 09/30/03 NUTRI SYSTEM INC /DE/ DE X X 10/29/03 NUWAY MEDICAL INC DE X X 10/16/03 O CHARLEYS INC TN X 10/31/03 O CHARLEYS INC TN X X X 10/31/03 O REILLY AUTOMOTIVE INC MO X 09/30/03 OBAN MINING INC NV X X 10/31/03 OBIE MEDIA CORP OR X X 10/31/03 ODYSSEY RE HOLDINGS CORP DE X 10/30/03 OFFSHORE LOGISTICS INC DE X X 10/30/03 OGE ENERGY CORP OK X X 10/31/03 OKLAHOMA GAS & ELECTRIC CO OK X X 10/31/03 OLIN CORP VA X X 10/30/03 OMEGA PROTEIN CORP NV X X 10/31/03 ONEIDA LTD NY X X 10/31/03 ONEOK INC /NEW/ OK X X 10/30/03 ONYX PHARMACEUTICALS INC DE X 10/25/03 OPTION ONE MORT ACCEP CORP ASSET BACK DE X X 10/30/03 ORPHAN MEDICAL INC MN X X 10/30/03 PAN PACIFIC RETAIL PROPERTIES INC MD X X 10/30/03 PANTRY INC DE X X 10/16/03 PARKER DRILLING CO /DE/ DE X 10/31/03 PARKWAY PROPERTIES INC MD X X 10/31/03 PAVILION BANCORP INC X X 10/31/03 PEDIATRIX MEDICAL GROUP INC FL X X 10/30/03 PEOPLES ENERGY CORP IL X X 10/31/03 PHIBRO ANIMAL HEALTH CORP X X 10/21/03 PHOTOMEDEX INC DE X X 10/30/03 PIEDMONT NATURAL GAS CO INC NC X X 10/31/03 PIZZA INN INC /MO/ MO X 10/31/03 PNM RESOURCES INC NM X 10/31/03 POKER COM INC FL X 10/29/03 POLYONE CORP X X 10/29/03 POLYONE CORP X X 10/29/03 POLYONE CORP X X 10/29/03 PRANDIUM INC DE X 10/31/03 PRIDE INTERNATIONAL INC DE X X 10/30/03 PRIDE INTERNATIONAL INC DE X X 10/30/03 PROGENICS PHARMACEUTICALS INC DE X X X 10/31/03 PROGRAMMERS PARADISE INC DE X X X 09/30/03 PROVIDENT FINANCIAL SERVICES INC DE X X 10/30/03 PROXYMED INC /FT LAUDERDALE/ FL X X 10/27/03 PSYCHIATRIC SOLUTIONS INC DE X X 10/30/03 QT 5 INC DE X X 10/15/03 QUAD METALS CORP/WA WA X X 10/10/03 QUAKER CHEMICAL CORP PA X X 10/30/03 QUEST DIAGNOSTICS INC DE X X 10/31/03 QUEST PRODUCTS CORP DE X X 10/31/03 QUINCY RESOURCES INC NV X 10/29/03 RADIANT SYSTEMS INC GA X 10/30/03 REALTY INCOME CORP MD X X 10/30/03 REGENERON PHARMACEUTICALS INC NY X X X 10/29/03 REGMA BIO TECHNOLOGIES LTD NV X X 10/13/03 AMEND REMINGTON OIL & GAS CORP DE X X 10/29/03 ROCKFORD CORP AZ X X 10/30/03 ROTO-ROOTER INC DE X X 10/31/03 SANTA FE ENERGY TRUST TX X X 10/31/03 SAUL CENTERS INC MD X X 10/30/03 SCHAWK INC DE X 10/31/02 SEAGATE TECHNOLOGY E9 X X 10/29/03 SEARS DC CORP DE X X 10/30/03 SEARS ROEBUCK ACCEPTANCE CORP DE X X 10/30/03 SEL-LEB MARKETING INC NY X X 10/29/03 SENIOR HOUSING PROPERTIES TRUST MD X X 10/30/03 SEQUA CORP /DE/ DE X X 10/17/03 SHELLS SEAFOOD RESTAURANTS INC DE X 10/31/03 SICOR INC DE X X 10/31/03 SILGAN HOLDINGS INC DE X 10/30/03 SIMON PROPERTY GROUP INC /DE/ DE X X X 10/31/03 SITEL CORP MN X X 10/29/03 SOUTH CAROLINA ELECTRIC & GAS CO SC X 09/30/03 SOUTHSIDE BANCSHARES INC TX X X 10/30/03 SPS TECHNOLOGIES INC PA X X 10/30/03 STANDARD MOTOR PRODUCTS INC NY X 10/30/03 STORAGE ALLIANCE INC NV X 08/23/03 AMEND STRATEGIC CAPITAL RESOURCES INC DE X 10/31/03 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 10/31/03 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 10/31/03 STRUCTURED ASSET SECURITIES CORP DE X 10/29/03 STRUCTURED ASSET SECURITIES CORP DE X X 10/30/03 STRUCTURED ASSET SECURITIES CORP MOR DE X X 10/27/03 SUN BANCORP INC PA X X 10/30/03 SUNTERRA CORP MD X 10/30/03 SUPER VISION INTERNATIONAL INC DE X X 10/31/03 SUPERCONDUCTOR TECHNOLOGIES INC DE X 10/30/03 SVB FINANCIAL SERVICES INC NJ X X 10/31/03 SYBASE INC DE X X 10/30/03 SYNTROLEUM CORP DE X X 06/17/99 TAUBMAN CENTERS INC MI X 10/31/03 TECUMSEH PRODUCTS CO MI X X X 10/30/03 TELEPHONE & DATA SYSTEMS INC /DE/ DE X 10/31/03 TEN STIX INC CO X 01/22/01 TENET HEALTHCARE CORP NV X 10/31/03 TITAN INTERNATIONAL INC IL X X 10/31/03 TMS INC /OK/ OK X 10/30/03 TOWER FINANCIAL CORP IN X 10/31/03 TRANSACTION SYSTEMS ARCHITECTS INC DE X X 10/28/03 TRANSCAT INC OH X X 10/29/03 TRIDEX CORP CT X X 10/17/03 TVI CORP MD X 10/31/03 U S PLASTIC LUMBER CORP NV X X 10/31/03 UNION BANKSHARES INC VT X X 10/28/03 UNION PACIFIC CORP UT X X 10/31/03 UNITED FINANCIAL INC NC X X 10/31/03 UNITED STATES CELLULAR CORP DE X 10/31/03 UNIVERSAL CORP /VA/ VA X X 10/30/03 US UNWIRED INC LA X X 10/30/03 USF CORP DE X 10/04/03 USI HOLDINGS CORP DE X X 10/30/03 VALERO ENERGY CORP/TX DE X X 10/28/03 VENTURI PARTNERS INC DE X X X 10/30/03 VERITY INC \DE\ DE X 10/22/03 AMEND VERSATA INC DE X 10/31/03 VERTIS INC DE X X 10/31/03 VISTA GOLD CORP X 10/30/03 VOYAGER ONE INC NV X 10/26/03 WADDELL & REED FINANCIAL INC DE X 10/28/03 WALTER INDUSTRIES INC /NEW/ DE X 10/31/03 WASHINGTON POST CO DE X X 10/31/03 WELLS FARGO & CO/MN DE X 10/31/03 WELLS REAL ESTATE INVESTMENT TRUST IN DE X 10/31/03 WESTERN WIRELESS CORP WA X X 10/30/03 WINDSORTECH INC DE X X 10/23/03 WITS BASIN PRECIOUS MINERALS INC MN X X 10/24/03 WJ COMMUNICATIONS INC CA X X 10/30/03 WOLVERINE TUBE INC DE X X 10/31/03 XOX CORP DE X X 10/24/03 ZIEGLER COMPANIES INC WI X X 09/30/03 ZIX CORP TX X 10/30/03 ZYGO CORP DE X X 10/30/03 CHESTERFIELD FINANCIAL CORP X X 10/30/03 INTEGRA LIFESCIENCES HOLDINGS CORP DE X X 10/31/03 UFP TECHNOLOGIES INC DE X X 10/29/03