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SEC NEWS DIGEST
Issue 2007-182 September 20, 2007
COMMISSION ANNOUNCEMENTS
SEC VOTES FOR FINAL RULES DEFINING HOW BANKS CAN BE SECURITIES BROKERS
Eight Years After Passage of the Gramm-Leach-Bliley Act, Key
Provisions Will Now Be Implemented Ending eight years of stalled
negotiations and impasse, the Commission on September 19 voted to
adopt, jointly with the Board of Governors of the Federal Reserve
System (Board), new rules that will finally implement the bank broker
provisions of the Gramm-Leach-Bliley Act of 1999. The Board will
consider these final rules at its Sept. 24, 2007 meeting. The
Commission and the Board consulted with and sought the concurrence of
the Office of the Comptroller of the Currency, Federal Deposit
Insurance Corporation, and Office of Thrift Supervision.
In addition, the Commission also voted to issue a second release
concerning certain bank dealer activities and other related matters.
"A customer should be able to walk into a financial institution and
get any financial product he or she needs - securities, insurance,
banking or trust services," said SEC Chairman Christopher Cox. "But
Congress recognized those benefits couldn't be achieved without new
ways to safeguard investors that would be consistent with continued
innovation. Today's historic action, coming eight years after the
passage of the law, is long overdue but welcome news for investors who
will now begin to see the benefits of broader services and lower costs
that the law intended."
An important provision of the Gramm-Leach-Bliley Act amended the
definition of "broker" in the Securities Exchange Act of 1934 so that
banks would no longer be completely excluded from the broker-dealer
registration requirements. At the same time, the new law created
specific exceptions from those requirements. Proposed Regulation R
would give effect to these bank broker exceptions, in a way that
accommodates the traditional business practices of banks, and at the
same time furthers our goal of better protecting investors.
One of the major promises of the Gramm-Leach-Bliley Act is to
stimulate greater competition in the financial services industry, and
give investors a wider array of services at lower prices. Much of that
has occurred, but not as much as was expected, in part due to
ambiguity in the governing legal rules. Today's action is especially
important to help bring the legislative promise of the Gramm-Leach-
Bliley Act to fulfillment.
The rule-writing process that culminated today in the Commission's
vote of final approval has been an arduous one. After a series of
interim proposals and regulatory actions that proved mostly fruitless
between 1999 and 2005, the SEC made a fresh start 18 months ago.
Chairman Cox convened a series of meetings that included the Board,
the Comptroller of the Currency, the Federal Deposit Insurance
Corporation, and the Office of Thrift Supervision, and together the
agencies hammered out the final rules that the Commission approved
today.
The Gramm-Leach-Bliley Act was signed into law by President Bill
Clinton on Nov. 12, 1999. The Act provided an 18-month deadline for
the adoption of implementing rules, but from 1999 until 2005, the
rule-writing effort stalled repeatedly. On Oct. 13, 2006, President
Bush signed into law the Regulatory Relief Act, which added the
requirement that the Commission and the Board issue the proposed rules
jointly, and seek the concurrence of the Office of the Comptroller of
the Currency, the Office of Thrift Supervision, and the Federal
Deposit Insurance Corporation.
Key Provisions of the Joint Rules
The rules define statutory terms, and provide banks with exemptions
from broker-dealer registration for limited bank securities
activities. In addition, the rules provide an exemption from possible
third-party rescission rights when a bank acts as an unregistered
broker. The following is a detailed description of these provisions of
Regulation R.
Networking Exception. The networking exception allows banks to receive
compensation for referring bank customers to broker-dealers. The
Exchange Act provides that banks may pay unregistered employees
"nominal" incentive compensation for making these referrals. The rules
define "nominal," "incentive compensation," and certain other terms.
The "incentive compensation" definition in the final rule and the
accompanying discussion were revised to better accommodate typical
bank bonus programs while also clarifying the types of bonus plans
that do not constitute "incentive compensation" and therefore can be
freely used. The final rules also will clarify that more than one bank
employee may receive payment for a single referral as long as the
payments only go to employees personally involved in the referral. The
final rules also allow banks to pay more than nominal fees for
referrals of certain institutional customers and high net worth
customers to a broker or dealer, if the bank and broker-dealer satisfy
certain conditions to protect these customers. An "institutional
customer" is defined to mean an entity that has, or is controlled by
an entity that has, at least (i) $10 million in investments; or (ii)
$20 million in revenues; or (iii) $15 million in revenues if the bank
employee refers the customer to the broker-dealer for investment
banking services. A "high net worth customer" is defined as a natural
person who, either individually or with his or her spouse, has at
least $5 million in net worth excluding the primary residence and
associated liabilities of the person and, if applicable, his or her
spouse. The definition also includes any revocable, inter vivos or
living trust the settlor of which is a natural person who, either
individually or jointly with his or her spouse, meets the $5 million
in net worth test.
Trust and Fiduciary Activities Exception. The trust and fiduciary
activities exception permits a bank to effect securities transactions
in a trustee or fiduciary capacity if it is "chiefly compensated" for
those transactions, consistent with fiduciary principles and
standards, on the basis of specifically enumerated types of fees. The
rules refer to these fees collectively as "relationship compensation."
These fees may be considered "relationship compensation" even if paid
by a service provider rather than directly by an investment company.
The rules establish a test to determine how a bank is "chiefly
compensated," and permit a bank to choose either an account-by-account
or bank-wide approach. Either alternative uses a two-year rolling
average comparison of the fees from the account and allows banks to
exclude the compensation associated with a securities transaction
conducted in accordance with any of the other exceptions or exemptions
as long as the bank excludes that compensation from both relationship
compensation (if applicable) and total compensation. The revenues of
certain foreign branches of U.S. banks are excluded for purposes of
the "chiefly compensated" test.
Sweep Accounts and Transactions in Money Market Funds. The sweep
accounts exception permits a bank to sweep deposits into no-load,
money market funds. The rules define terms used in the sweep accounts
exception, and provide banks with a conditional exemption for
transactions in money market funds that are not no-load as well as for
transactions that are not sweeps. A bank relying on this exemption for
transactions involving funds that are not no-load will have to provide
the customer with a prospectus showing the fund's fees, and could not
characterize the fund shares as no-load. This final rule also will
permit a bank to effect transactions under the exemption on behalf of
another bank as part of a program for the investment or reinvestment
of the deposit funds of, or collected by, the other bank.
Safekeeping and Custody. The safekeeping and custody exception permits
banks to perform specified services in connection with safekeeping and
custody of securities. Under the exemption, banks can take orders for
securities transactions from employee benefit plan accounts and
individual retirement and similar accounts for which the bank acts as
a custodian, as well as from other safekeeping and custody accounts on
an accommodation basis. If a bank accepts securities orders under the
exemption with respect to a custody account, no bank employee may
receive compensation from the bank, the executing broker or dealer, or
any other person that is based on whether a securities transaction is
executed for the account, or on the quantity, price, or identity of
the securities purchased or sold by the account.
Additional conditions will apply when a bank accepts securities orders
for a custodial account on an accommodation basis. In particular, the
bank can not advertise securities order-taking, provide investment
advice or research or make recommendations concerning securities to
the account or otherwise solicit securities transactions from the
account. In addition, the bank's charges for effecting a securities
transaction for the account can not vary based on whether the bank
accepted the order for the transaction, or on the quantity or price of
the securities to be bought or sold.
The rules also permit a bank to rely on these provisions when it acts
as a directed trustee without investment discretion, and extends the
exemptions to subcustodians. Administrators, recordkeepers and
subcustodians will be able to engage in cross-trades to the same
extent that the custodian bank could - meaning they can cross or net
orders between the accounts of a particular custodian bank, but not
among the accounts of multiple banks. The release identifies the
circumstances under which a bank might be considered an impermissible
"carrying broker."
Exemption for Banks to Effect Transactions in Investment Company
Securities. The rules include an exemption that permits banks to
effect certain transactions in mutual funds and in certain variable
insurance products that are registered, and funded by a separate
account, through the National Securities Clearing Corporation,
directly with a transfer agent, or directly with an insurance company
or a separate account that is excluded from the definition of transfer
agent in Section 3(a)(25) of the Exchange Act. To take advantage of
the exemption, the security must not be traded on a national
securities exchange or through the facilities of a national securities
association or an interdealer quotation system.
Exemption for Banks to Effect Transactions in Company Securities. The
rules include an exemption to permit a bank to effect a transaction in
the securities of a company directly with a transfer agent acting for
the company as long as four conditions are met. First, no commission
may be charged with respect to the transaction. Second, the
transaction must be conducted solely for the benefit of an employee
benefit plan. Third, the security must be obtained directly from the
company or an employee benefit plan of the company. And fourth, the
security must be transferred only to the company or an employee
benefit plan of the company. Securities obtained from, or transferred
to, a participant in an employee benefit plan on behalf of the plan
are considered to be obtained from, or transferred to, the plan.
Securities Lending Exemption. The exemption for banks from the
definition of broker for noncustodial securities lending activities
will reinstate a rule that would otherwise be voided by the Regulatory
Relief Act. The existing rule was adopted as a part of the bank dealer
rules and included exemptions for banks' brokerage activities
associated with noncustodial securities lending. The Commission also
voted to jointly with the Board request comment regarding repurchase
agreements.
Regulation S Securities Exemption. The rules provide an exemption to
allow banks to effect certain agency transactions involving Regulation
S securities. Banks may rely on the rule if they have a reasonable
belief that securities were initially sold in compliance with
Regulation S.
Section 29 Exemptions. The rules provide banks with a transitional 18-
month exemption to prevent their contracts from being void or voidable
under Exchange Act Section 29(b). In addition, the rules provide banks
with a permanent exemption from Section 29(b), where a bank has acted
in good faith and had reasonable policies and procedures in place to
comply with the bank broker rules and regulations, and any violation
of the registration requirements did not result in any significant
harm, financial loss, or cost to the person seeking to void the
contract.
Key Provisions of the SEC-only Release
The second release to be issued by the Commission concerns a
conditional exemption from the definition of "dealer" for banks'
Regulation S transactions, renumbers the current exemption from the
definition of "dealer" for banks' securities lending activities,
eliminates outdated rules, and provides a clarifying amendment to
Exchange Act Rule 15a-6 to align that rule with the Exchange Act bank
broker and dealer provisions and related rules.
These rules will become effective 30 days after their publication in
the Federal Register.
Timing and Temporary Exemption
As adopted, Regulation R provides banks with a transitional exemption
until the first day of their first fiscal year commencing after Sept.
30, 2008. This will give banks time to make any necessary changes in
their systems and compliance programs and should ensure that banks
have time to come into compliance with the Exchange Act provisions
relating to the broker definition. This exemptive rule will become
effective on the date that the Commission's current order expires,
Sept. 28, 2007.
The SEC-only rules will become effective 30 days after their
publication in the Federal Register. (Press Rel. 2007-190)
MARKET CAP OF 'INTERACTIVE DATA' FILERS TOPS $2 TRILLION
Separate Major Milestone in Introduction of Interactive Financial
Reporting to Be Announced Next Week
Securities and Exchange Commission Chairman Christopher Cox announced
today that the combined market capitalization of companies submitting
interactive data financial reports to the SEC has surpassed $2
trillion.
With seven companies joining the test group during the past three
months - including Alcoa this week - more than 40 companies are now
participating in the SEC's voluntary interactive data filing program.
The test group remains open to new participants.
Chairman Cox also said that he expects to make a separate announcement
next week about another major milestone being reached in the
introduction of interactive financial reporting.
"The continued positive feedback from our enthusiastic group of test
filers means that interactive disclosure is well on its way to
becoming reality," said Chairman Cox. "Investors in the future will
have instant, user-friendly access to company disclosures that are far
more accurate than anything that is possible with today's EDGAR."
John White, Director of the SEC's Division of Corporation Finance,
added, "We encourage other companies to participate in this
interactive data project that will transform how market analysts and
ordinary investors alike can obtain and use financial information - in
their own personalized formats and for their own personalized
analyses."
Interactive data refers to financial information provided using XBRL
(eXtensible Business Reporting Language) or any other computer
software language that labels companies' financial data with codes
from standard lists called "taxonomies" so that investors and analysts
can more easily locate and analyze desired information in a public
company's financial statements.
In April 2005, the SEC began its voluntary interactive data filing
program, which allows public companies to voluntarily submit XBRL
documents as exhibits to periodic reports and investment company act
filings. In early 2006, the SEC established a test group of companies
to submit four XBRL-based filings in a 12-month period. These
participants provide feedback on manpower, costs, and benefits or
deficiencies involved with submitting XBRL filings. In return, the SEC
staff provides expedited reviews of registration statements or Form
10-Ks from test group participants. (Press Rel. 2007-191)
ENFORCEMENT PROCEEDINGS
IN THE MATTER OF ALEXANDER RICCI AND ADAM KLEIN
On September 19, the Commission issued an Order Instituting
Administrative Proceedings Pursuant to Section 15(b) of the Securities
Exchange Act of 1934 and Notice of Hearing (Order) against Alexander
Ricci (Ricci) and Adam Klein (Klein).
In the Order, the Division of Enforcement alleges that on May 26,
2005, Ricci pled guilty to one count of conspiracy to commit
securities fraud and wire fraud and one count of wire fraud before the
U.S. District Court for the District of New Jersey, U.S. v. Alexander
Ricci, 05 Cr. 422 (D.N.J.). On Sept. 5, 2007, a judgment in the
criminal case was entered against Ricci. He was sentenced to 6 months
of home confinement and 48 months of probation and ordered to make
restitution in the amount of $4,719,273.80. The Order further alleges
that the sole count of the criminal information to which Ricci pled
guilty alleged, among other things, that Ricci, while employed at
Valley Forge Securities, Inc. (Valley Forge), a broker-dealer
registered with the Commission, participated in a scheme to manipulate
the stock price of Eagletech Communications, Inc. and Select Media
Communications, Inc. and received cash commissions, which were not
disclosed to customers. The information also alleged that Ricci used
deceptive sales practices to mislead customers into buying certain
stocks and that he offered and paid certain registered representatives
and unregistered individuals undisclosed, excessive cash commissions
for selling stocks to customers.
The Order also alleges that On April 29, 2005, Klein pled guilty to
one count of conspiracy to commit securities fraud and wire fraud and
one count of wire fraud before the U.S. District Court for the
District of New Jersey (U.S. v. Klein, 05 Cr. 322, D.N.J.). On Sept.
5, 2007, a judgment in the criminal case was entered against Klein. He
was sentenced to 48 months of probation, 120 hours of community
service and ordered to make restitution in the amount of $930,864.08.
The Order further alleges that the count of the criminal information
to which Klein pled guilty alleged, inter alia, that Klein
participated in a scheme while employed at Valley Forge to manipulate
the price of Select Media Communications, Inc. stock and that he
received undisclosed excessive commissions from the sales of stocks
while employed at Valley Forge.
A hearing will be scheduled before an administrative law judge to
determine whether the allegations contained in the Order are true, to
provide Ricci and Klein an opportunity to dispute these allegations,
and to determine what, if any, remedial sanctions against Ricci and
Klein are appropriate and in the public interest pursuant to the
Exchange Act. The Commission directed that an administrative law judge
issue an initial decision in this matter within 210 days from the date
of service of the Order. (Rel. 34-56466; File No. 3-12807)
IN THE MATTER OF TERRENCE O'DONNELL
An Administrative Law Judge has issued an Initial Decision in the
matter of Terrence J. O'Donnell. The Initial Decision finds that
Respondent Terrence J. O'Donnell was enjoined from future violations
of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder for a period of five years by the U.S. District Court for
the Southern District of New York. In addition, the district court
ordered Respondent O'Donnell to disgorge $49,760 in ill-gotten gains,
plus prejudgment interest of $42,697, and to pay a civil penalty of
$25,000. The Initial Decision concludes that, pursuant to Section
15(b)(6) of the Securities Exchange Act of 1934, it is in the public
interest to bar Respondent O'Donnell from association with any broker
or dealer, with the right to reapply for association once the
underlying injunction is no longer in effect. (Initial Decision No.
334; File No. 3-12640)
IN THE MATTER OF JOSEPH SIMONE
On September 20, the Commission issued an Order Instituting
Administrative Proceedings Pursuant to 15(b) of the Securities
Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions
(Order) against Joseph Simone, age 65 and a resident of Staten Island,
NY.
The Order finds that from 1997 to 2005, Simone was a securities
lending representative and a registered representative associated with
Van der Moolen, Specialists USA LLC (VDM), a broker-dealer registered
with the Commission. The Order further finds that on April 5, 2007,
Simone pled guilty to one count of conspiracy to commit securities
fraud and wire fraud in violation of Title 18 U.S. Code, Section 1349
before the U.S. District Court for the Eastern District of New York,
in U.S. v. Joseph F. Simone, Crim. Information No. 07-CR-179. The
count of the criminal information to which Simone pled guilty alleged,
inter alia, that Simone, together with others, did knowingly and
intentionally conspire to execute a scheme and artifice to defraud VDM
and other registered broker-dealers of money and property and to
obtain money and property from VDM and said other registered broker-
dealers by means of materially false and fraudulent pretenses,
representations and promises and in executing such scheme and artifice
to defraud did so by means of wire communication in interstate and
foreign commerce.
Based on the above, the Order bars Simone from association with any
broker or dealer. Simone consented to the issuance of the Order
without admitting or denying any of the Commission's findings, except
his guilty plea on April 5, 2007. (Rel. 34-56473; File No. 3-12813)
IN THE MATTER OF GARY MANFRE
On September 20, the Commission issued an Order Instituting
Administrative Proceedings Pursuant to 15(b) of the Securities
Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions
(Order) against Gary Manfre, age 44 and a resident of Metuchen, NJ.
The Order finds that from 1998 to 2006, Manfre was a securities
lending representative and a registered representative associated with
Nomura Securities International, Inc. (Nomura), a broker-dealer
registered with the Commission. The Order further finds that on April
25, 2007, Manfre pled guilty to one count of conspiracy to commit
securities fraud and wire fraud in violation of Title 18 U.S. Code,
Section 1349 before the U.S. District Court for the Eastern District
of New York, in U.S. v. Gary Manfre, Crim. Information No. 07-CR-308.
The count of the criminal information to which Manfre pled guilty
alleged, inter alia, that Manfre, together with others, did knowingly
and intentionally conspire to execute a scheme and artifice to defraud
Nomura of money and property and to obtain money and property from
Nomura by means of materially false and fraudulent pretenses,
representations and promises and in executing such scheme and artifice
to defraud did so by means of wire communication in interstate and
foreign commerce.
Based on the above, the Order bars Manfre from association with any
broker or dealer. Manfre consented to the issuance of the Order
without admitting or denying any of the Commission's findings, except
his guilty plea on April 25, 2007. (Rel. 34-56474; File No. 3-12814)
IN THE MATTER OF JOSEPH CARACCIOLO
On September 20, the Commission issued an Order Instituting
Administrative Proceedings Pursuant to 15(b) of the Securities
Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions
(Order) against Joseph Caracciolo, age 33 and a resident of Staten
Island, NY. The Order finds that from 2000 to 2005, Caracciolo was a
securities lending representative associated with National Investor
Services Corp. (NISC), a broker-dealer that was formerly registered
with the Commission. The Order further finds that on June 15, 2007,
Caracciolo pled guilty to one count of conspiracy to commit securities
fraud and wire fraud in violation of Title 18 U.S. Code, Section 1349
before the U.S. District Court for the Eastern District of New York,
in U.S. v. Joseph Caracciolo, Crim. Information No. 07-CR-439. The
count of the criminal information to which Caracciolo pled guilty
alleged, inter alia, that Caracciolo, together with others, did
knowingly and intentionally conspire to execute a scheme and artifice
to defraud NISC of money and property and to obtain money and property
from NISC by means of materially false and fraudulent pretenses,
representations and promises and in executing such scheme and artifice
to defraud did so by means of wire communication in interstate and
foreign commerce.
Based on the above, the Order bars Caracciolo from association with
any broker or dealer. Caracciolo consented to the issuance of the
Order without admitting or denying any of the Commission's findings,
except his guilty plea on June 15, 2007. (Rel. 34-56475; File No. 3-
12815)
COMMISSION ISSUES AMENDED ORDER INSTITUTING PROCEEDINGS ON
REGISTRATION SUSPENSION OR REVOCATION AGAINST FIVE COMPANIES FOR
FAILURE TO MAKE REQUIRED PERIODIC FILINGS
Today the Commission issued an Amended Order Instituting Proceedings
in previously instituted public administrative proceedings to
determine whether to revoke or suspend for a period not exceeding
twelve months the registration of each class of the securities of five
companies for failure to make required periodic filings with the
Commission:
* Aurora Acquisitions, Inc.
* Can-Ex Minerals Corp.
* HDF, Inc.
* Inmold, Inc. (INOI)
* Piccard Medical Corp. (PMCZ)
In this Amended Order Instituting Proceedings, the Division of
Enforcement (Division) alleges that the five issuers are delinquent in
their required periodic filings with the Commission.
In this proceeding, instituted pursuant to Exchange Act Section 12(j),
a hearing will be scheduled before an Administrative Law Judge. At the
hearing, the judge will hear evidence from the Division and the
respondents to determine whether the allegations of the Division
contained in the Amended Order, which the Division alleges constitute
failures to comply with Exchange Act Section 13(a) and Rules 13a-1 and
13a-13 thereunder, are true. The judge in the proceeding will then
determine whether the registrations pursuant to Exchange Act Section
12 of the securities of these respondents should be revoked or, in the
alternative, suspended for a period not exceeding twelve months. The
Commission ordered that the Administrative Law Judge in this
proceeding issue an initial decision not later than 120 days from the
date of service of the amended order instituting proceedings.
For further information, see the Order Instituting Administrative
Proceedings, In the Matter of Aurora Acquisitions, Inc., Can-Ex
Minerals Corp., HDF, Inc., Inmold, Inc., and Piccard Medical Corp.,
Administrative Proceeding File No. 3- 12754 (Sept. 11, 2007). (Rel.
34-56476; File No. 3-12754)
SEC v. JOSEPH SIMONE, ET AL.
On September 20, the Commission filed a civil injunctive action in the
U.S. District Court for the Eastern District of New York charging 28
defendants in a series of fraudulent schemes involving phony finder
fees and illegal kickbacks in the "stock loan" industry. The
defendants include 13 current and former "stock loan" traders employed
at several major Wall Street brokerage firms, including Van der Moolen
(VDM), Janney Montgomery, A.G. Edwards, Oppenheimer, and Nomura
Securities. These traders conspired in various schemes with 15
purported stock loan "finders" to skim profits on stock loan
transactions. The defendants earned over $8 million from their
unlawful schemes over a period of nearly six years.
In its complaint, the Commission alleges that from as far back as 1999
until 2005, the stock loan traders named as defendants routinely
defrauded the brokerage firms that employed them and others by
engaging in collusive loan transactions and causing the firms to pay
sham finder fees to companies controlled by the traders themselves or
by their friends and relatives. Acting as fronts for the traders,
these companies received hefty finder fees on several thousand stock
loan transactions even though they did not provide any legitimate
finding services and, in many cases, were simply shell companies that
were not even involved in the stock loan business. These phony finders
included a mailman, a perfume salesman, and a dental receptionist. The
defendants shared in the sham finder fees through secret kickback
arrangements. In some cases, defendants met monthly at New York City
bars and restaurants to exchange thousands of dollars in cash, often
wrapped in newspapers or stuffed into envelopes.
More specifically, the Commission's complaint alleges:
* While Joseph Simone was co-head of the stock loan trading desk at
VDM, he engaged in several schemes to defraud VDM using Island Capital
Management, Inc., a shell company that he controlled. Simone caused
VDM to pay several million dollars in sham finder fees to Island. The
following traders also colluded with Simone to increase Simone's
illegal profits through circular loan transactions known as "ring" and
"run-through" deals: Joseph Lando, the head of sales for Janney's
stock loan desk; Joseph Caracciolo at National Investor Services
Corp.; Alfred Varricchio at A.G. Edwards; and Anthony Pianelli at
Weiss, Peck & Greer, LLC. Simone paid monthly cash kickbacks to these
traders out of the sham finder fees paid to Island. Simone himself
made approximately $3.6 million.
* Brian Fabrizzi, the other co-head of VDM's stock loan trading desk,
also defrauded VDM through the payment of sham finder fees from which
he benefited. Fabrizzi conspired with Anthony Carannante, a finder who
did business as A&C Management, and Donald Sorrentino, a trader at
Oppenheimer. Fabrizzi and Sorrentino colluded to arrange "run-through"
loans between VDM and Oppenheimer that enabled Fabrizzi to cause VDM
to pay sham finder fees to A&C. Carannante kept a portion of the fees
and funneled the rest back to Fabrizzi, who paid monthly cash
kickbacks to Sorrentino.
* TRochelle Roman and Shaun Sarnicola, two traders at Kellner Dileo &
Co., conspired with Carannante and one of his associates, Steven
Daronzio, to cause Kellner to pay sham finder fees to A&C. Carannante
and Daronzio kept a portion of the sham fees, and Carannante paid the
balance in cash kickbacks to Roman and Sarnicola.
* TRoman also defrauded Kellner by causing it to pay sham finder fees
to AJT Ltd. and AJGT Ltd., two finder firms run by relatives of Joseph
Lando: Anthony Tanico and Andrea Lando-Tanico, who is Joseph Lando's
sister and Tanico's wife. Anthony Tanico paid Roman monthly cash
kickbacks and kept the balance of the sham finder fees for himself and
his wife. Joseph Lando also caused Janney to pay sham fees to AJT and
AJGT.
* TMichael McCormack, a trader at A.G. Edwards, schemed with Donna
Centola (his wife), Joseph Lando and Roman to defraud A.G. Edwards
through sham finder fees paid to DMAC Services, Inc., a shell company
owned by Centola. McCormack arranged for Joseph Lando and Roman to
have Janney and Kellner borrow stock from A.G. Edwards at inferior
rates and then lend the stock to other firms specified by McCormack at
better rates. DMAC's sham finder fees were paid out of these
artificial profits.
* TAndrew Caccioppoli, a trader who supervised Janney's stock loan
desk, schemed with his sister, Donna Macli, and her husband, Thomas
Macli, to defraud Janney by having it pay sham finder fees to LUMAC
Corp., a shell company owned by the Maclis. Thomas Macli was a
mailman, and Donna Macli was a dental receptionist.
* TGary Manfre, a trader at Nomura, schemed with his brother Richard
Manfre, Simone and Joseph Lando to defraud Nomura through sham finder
fees paid to RAM Solutions, Inc., a shell company owned by Richard
Manfre, a perfume salesman. Simone and Joseph Lando had VDM and Janney
pay sham fees to RAM after Gary Manfre had Nomura lend stock to VDM
and Janney at inferior rates. Simone and Lando loaned the same stock
to other firms at better rates, and RAM's finder fees were paid out of
these artificial profits.
* TAnthony Pianelli also schemed with Joseph Lando to defraud Weiss
Peck and Janney by paying sham finder fees to JAP JAP Enterprises, LLC
(JJE), a purported finder owned by Jill Pianelli, Anthony Pianelli's
wife. Joseph Lando had Janney pay fees to JJE on loan transactions
with Weiss Peck that were arranged entirely by Anthony Pianelli and
Lando.
All 28 defendants are charged with violating Section 17(a) of the
Securities Act of 1933 and Section 10(b) of the Securities and
Exchange Act of 1934 and Rule 10b-5 thereunder, and with aiding and
abetting violations of these antifraud-provisions. The Commission's
complaint seeks permanent injunctive relief, disgorgement and civil
penalties.
The U.S. Attorney's Office for the Eastern District of New York has
filed parallel criminal charges against 11 of the individuals named in
the Commission's complaint. Nine of those individuals have entered
guilty pleas: Simone, Caracciolo, Sorrentino, Carannante, Daronzio,
Roman, Sarnicola, McCormack and Gary Manfre. In connection with his
guilty plea, Simone also agreed to pay a total of $3.6 million in
forfeiture.
Simone, Island, Gary Manfre, Richard Manfre and RAM, have agreed to
settle the SEC charges by consenting, without admitting or denying the
allegations of the complaint, to the entry of permanent antifraud
injunctions. Gary Manfre, Richard Manfre and RAM will also jointly
disgorge $94,262, the total amount of their ill-gotten gains plus
prejudgment interest. Because Simone has agreed to forfeit an amount
equivalent to his ill-gotten gains in conjunction with his guilty plea
in the parallel criminal case, the consent judgment in the SEC case
does not require disgorgement of those same ill-gotten gains. The
Commission's claims for civil penalties against Simone, Island and
Gary Manfre, and all of its claims against the other defendants,
remain pending. In addition, the Commission today issued
administrative orders respectively barring Simone, Gary Manfre and
Caracciolo from association with any broker-dealer. The three
respondents consented to the issuance of the respective orders.
The Commission acknowledges the assistance and cooperation of the U.S.
Attorney's Office for the Eastern District of New York and the Federal
Bureau of Investigation in this matter. The Commission's investigation
is ongoing. [SEC v. Joseph Simone, et al., Civil Action No. 07-3928
(EDNY)] (LR-20290)
SEC v. DARIN DEMIZIO, ET AL.
On September 20, the Commission filed a civil injunctive action in the
U.S. District Court for the Eastern District of New York charging 10
defendants for engaging in fraudulent schemes involving improper
finder fees and illegal kickbacks in the "stock loan" industry. The
defendants include three current and former "stock loan" traders
employed at Morgan Stanley, two relatives of those traders and the so-
called "finders" with whom they schemed. In its complaint, the
Commission alleges that over a period of nearly a decade, the
defendants conspired to skim profits on stock loan transactions and
pocketed over $4 million from their unlawful schemes.
The defendants named in the Commission's complaint are:
Darin DeMizio, age 41, resided in Staten Island, New York during the
relevant period and now resides in Westfield, New Jersey. Darin
DeMizio is a stock loan trader and registered representative
associated with Morgan Stanley, where he is a stock loan trading desk
supervisor. He has been employed with Morgan Stanley since in or about
1991, and is now on administrative leave. He was previously employed
as a stock loan finder for a company operated by his father.
Peter Sherlock, age 36, resides in East Norwich, New York. From
October 1994 to June 2007, Sherlock was a stock loan trader and
registered representative associated with Morgan Stanley.
Anthony Lupo, age 62, resides in Freehold, New Jersey. During the
relevant period, he purported to perform stock loan finding services
through Clinton Management, Ltd., which he formed in or about 1996.
Lupo also purportedly provides tax preparation services to a limited
number of individual clients.
Clinton Management, Ltd. is a New York corporation with a business
address in Brooklyn, New York. Clinton is owned and controlled by
Lupo.
Craig DeMizio, age 42, resides in Colts Neck, New Jersey. He and Darin
DeMizio are brothers. From April 2004 to August 2007, Craig DeMizio
was a stock loan trader associated with Swiss American Securities,
Inc. ("SASI"). Craig DeMizio previously purported to perform stock
loan finder services through CD Management, Inc., which he formed in
or about July 1997.
CD Management, Inc. is a New York corporation owned and controlled by
Craig DeMizio. Its business address in Staten Island, New York was the
same as Craig DeMizio's residence address during the relevant period.
Donato Tramontozzi, age 38, resides in Glen Head, New York. He is
employed full-time as a pharmacist and is Sherlock's brother-in-law.
Tramontozzi formed DFT Consulting, Inc. in or about July 2004.
DFT Consulting, Inc. is a New York corporation with a business address
in Brooklyn, New York. DFT is owned and controlled by Tramontozzi.
Joseph Miller, age 34, resides in Brooklyn, New York. From December
1996 to January 2002, he was a stock loan trader associated with
Morgan Stanley. In or about January 2002, Miller formed Cobblehill
Consulting, Inc. as a purported finder business.
Cobblehill Consulting, Inc. is a New York corporation with a business
address in Brooklyn, New York. Cobblehill is owned and controlled by
Miller.
The Commission's complaint alleges two interrelated finder fee
schemes. The first scheme operated as follows: Over the course of
nearly a decade, two stock loan traders employed by Morgan Stanley --
Darin DeMizio and Peter Sherlock -- and three other individuals,
including relatives of the two traders, skimmed millions of dollars in
stock lending profits from Morgan Stanley and another brokerage firm
through illegal kickback schemes with a stock loan finder named
Anthony Lupo. From July 2000 through June 2006, Lupo collected over $4
million in finder fees as a result of these schemes and paid over $1
million in undisclosed kickbacks. Pursuant to the scheme, Darin
DeMizio and Sherlock caused Morgan Stanley to enter into unnecessary
loan transactions at inferior interest rates for the purpose of
artificially generating finder fees for Lupo. In exchange, Lupo paid
cash kickbacks directly to Sherlock in cash and paid nearly $600,000
to shell companies controlled by Craig DeMizio, Darin DeMizio's
brother, and Donato Tramontozzi, Sherlock's brother-in-law and a
fulltime pharmacist.
In a second and related scheme, Joseph Miller, a finder and former
stock loan trader at Morgan Stanley, paid undisclosed cash kickbacks
to a stock loan trader at a division of The PNC Financial Services
Group Inc. ("PNC") in exchange for receiving PNC stock loan orders
from the trader. Lupo participated in and shared the profits from the
scheme. From January 2002 to June 2004, Lupo and Miller split over
$1.2 million in finder fees generated by PNC orders. Miller ended his
arrangement with Lupo in May 2003, but Miller continued the kickback
scheme with the PNC trader on his own until January 2005.
All 10 defendants are charged with violating Section 17(a) of the
Securities Act of 1933 and Section 10(b) of the Securities and
Exchange Act of 1934 and Rule 10b-5 thereunder. Tramontozzi, DFT,
Craig DeMizio and CD Management are also charged with aiding and
abetting violations of the above-antifraud provisions. The
Commission's complaint seeks permanent injunctive relief, disgorgement
and civil penalties.
In parallel criminal proceedings, the United States Attorney's Office
for the Eastern District of New York has announced that it filed
criminal charges against 5 of the individuals named in the
Commission's complaint, one of whom, Joseph Miller, has entered a
guilty plea.
The Commission acknowledges the assistance and cooperation of the U.S.
Attorney's Office for the Eastern District of New York and the Federal
Bureau of Investigation in this matter. The Commission's investigation
is ongoing. [SEC v. Darin DeMizio, et al., Civil Action No. 07-3927
(EDNY)] (LR-20291)
INVESTMENT COMPANY ACT RELEASES
HARTFORD LIFE INSURANCE COMPANY, ET AL.
An order has been issued under Section 11(a) of the Investment Company
Act on an application filed by Hartford Life Insurance Company
(Hartford), Hartford Life Insurance Company Separate Account DC-I,
Hartford Life Insurance Company Separate Account Two, Hartford Life
Insurance Company Separate Account Eleven, and Hartford Securities
Distribution Company, Inc. approving the terms of an offer to exchange
certain contracts or interests in unregistered separate accounts for
new contracts or interests in registered separate accounts offered by
Hartford. (Rel. IC-27972 - September 18)
SELF-REGULATORY ORGANIZATIONS
IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES
A proposed rule change, and Amendment No. 1 thereto, filed by NYSE
Arca to amend sections of its Fee Schedule for the entry of Good Till
Cancelled or Good Till Date Orders (SR-NYSEArca-2007-89) has become
effective under Section 19(b)(3)(A) of the Securities Exchange Act of
1934. Publication is expected in the Federal Register during the week
of September 24. (Rel. 34-56452)
A proposed rule change (SR-ISE-2007-84) filed by International
Securities Exchange relating to fee changes has become effective under
Section 19(b)(3)(A) of the Securities Exchange Act of 1934.
Publication is expected in the Federal Register during the week of
September 24. (Rel. 34-56453)
A proposed rule change (SR-NYSE-2007-79) filed by the New York Stock
Exchange relating to the fee charged to Member Organizations for
maintenance of Exchange-issued cellular phones has become effective
pursuant to Section 19(b)(3)(A)(ii) of the Securities Exchange Act of
1934. Publication is expected in the Federal Register during the week
of September 24. (Rel. 34-56456)
ACCELERATED APPROVAL OF PROPOSED RULE CHANGES
The Commission noticed the proposed rule change (SR-Phlx-2007-43), as
modified by Amendment No. 1, submitted by Philadelphia Stock Exchange
to eliminate the calculation methodology from generic listing
standards for Trust Shares and Index Fund Shares, and granted
accelerated approval of the proposed rule change, as amended.
Publication is expected in the Federal Register during the week of
September 24. (Rel. 34-56454)
The Commission granted accelerated approval to a proposed rule change
as modified by Amendment No. 1 thereto (SR-Amex-2007-54) submitted by
the American Stock Exchange relating to amendments to its rules
governing training and examination requirements. Publication is
expected in the Federal Register during the week of September 24.
(Rel. 34-56457)
PROPOSED RULE CHANGE
The New York Stock Exchange filed a proposed rule change (SR-NYSE-
2007-83) relating to NYSE Rule 104.10 (Dealings by Specialists).
Publication is expected in the Federal Register during the week of
September 24. (Rel. 34-56455)
APPROVAL OF PROPOSED RULE CHANGES
The Commission approved a proposed rule change (SR-Amex-2007-24), as
modified by Amendment No. 1 thereto, submitted by the American Stock
Exchange to retroactively amend transaction charges for equities,
ETFs, and Nasdaq UTP securities. Publication is expected in the
Federal Register during the week of September 24. (Rel. 34-56459)
The Commission approved a proposed rule change (SR-CBOE-2007-84)
submitted by the Chicago Board Options Exchange to amend its rule
pertaining to verification requests for trade reporting minor rule
violations. Publication is expected in the Federal Register during the
week of September 24. (Rel. 34-56460)
The Commission approved a proposed rule change (SR-NSCC-2007-11) filed
by the National Securities Clearing Corporation that allows NSCC to
modify its procedures to allow as-of fixed income trades to be
processed in NSCC's Continuous Net Settlement (CNS) system.
Publication is expected in the Federal Register during the week of
September 24. (Rel. 34-56468)
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 100 F Street, N.E.,
Washington, D.C. 20549-1090 or at the following e-mail box address:
publicinfo@sec.gov. In most cases, this information is also available
on the Commission's website: www.sec.gov.
SB-2 BLUE PENGUIN ENTERPRISES INC, 199 OMEGA BATIM HA'CHAMIM ST.,
ROSH HA'AIN, L3, 48101, 972528323331 - 3,000,000 ($90,000.00) Equity,
(File 333-146159 - Sep. 19) (BR. 02)
S-1 MAKO Surgical Corp., 2555 DAVIE ROAD, FT. LAUDERDALE, FL, 33317,
954-927-2044 - 0 ($86,250,000.00) Equity, (File 333-146162 - Sep. 19)
(BR. 10)
SB-2 OSLER INC., 1864 PORTAGE AVENUE, WINNIPEG, A2, R3J 0H2, 204.951.1544 -
24,800,000 ($2,480,000.00) Equity, (File 333-146163 - Sep. 19) (BR. 04)
F-10 Aeterna Zentaris Inc., 1405 BOUL DU PARC TECHNOLOGIQUE, QUEBEC, QUEBEC,
A8, GIP 4P5, 418 652 8525 - 0 ($90,000,000.00) Equity,
(File 333-146164 - Sep. 19) (BR. 01C)
S-3 EASYLINK SERVICES INTERNATIONAL CORP, 6025 THE CORNERS PARKWAY,
SUITE 100, NORCROSS, GA, 30092, 678-533-8000 -
0 ($112,762,451.76) Equity, (File 333-146165 - Sep. 19) (BR. 03A)
S-8 EASYLINK SERVICES INTERNATIONAL CORP, 6025 THE CORNERS PARKWAY,
SUITE 100, NORCROSS, GA, 30092, 678-533-8000 -
0 ($8,900,000.00) Equity, (File 333-146166 - Sep. 19) (BR. 03A)
S-1 RiskMetrics Group Inc, ONE CHASE MANHATTAN PLAZA, 44TH FLOOR, NEW YORK,
NY, 10005, 212-981-7475 - 0 ($200,000,000.00) Equity,
(File 333-146167 - Sep. 19) (BR. )
S-8 FIRSTENERGY CORP, 3303845100 - 6,550,000 ($409,506,000.00) Equity,
(File 333-146170 - Sep. 19) (BR. 02B)
S-3 ALSERES PHARMACEUTICALS INC /DE, 85 MAIN STREET, HOPKINTON, MA, 01748,
508-497-2360 - 0 ($25,226,969.00) Equity, (File 333-146171 - Sep. 19)
(BR. 01C)
S-8 CA, INC., ONE CA PLAZA, ISLANDIA, NY, 11749, 6313423550 -
0 ($737,700,000.00) Equity, (File 333-146173 - Sep. 19) (BR. 03A)
F-10 SIERRA WIRELESS INC, 4,025,000 ($92,293,250.00) Equity,
(File 333-146174 - Sep. 19) (BR. 11C)
S-8 CGI GROUP INC, 1130 SHERBROOKE ST WEST, 7TH FL, MONTREAL QUEBEC, A8,
H3A 2M8, 5148413200 - 11,881,753 ($130,996,326.83) Equity,
(File 333-146175 - Sep. 19) (BR. 08A)
S-8 VARIAN MEDICAL SYSTEMS INC, 3100 HANSEN WAY, PALO ALTO, CA, 94304-1000,
6504934000 - 2,650,000 ($104,357,000.00) Equity, (File 333-146176 -
Sep. 19) (BR. 10C)
S-1 JWH GLOBAL TRUST, C/O CIS INVESTMENTS INC, 233 S WACKER DR STE 2300,
CHICAGO, IL, 60606, 3124604000 - 0 ($81,120,000.00) Equity,
(File 333-146177 - Sep. 19) (BR. 08A)
S-1 Cape Bancorp, Inc., 225 NORTH MAIN STREET, CAPE MAY COURT HOUSE, NJ,
08210, (609) 465-5600 - 0 ($249,235,142.00) Equity, (File 333-146178 -
Sep. 19) (BR. )
SB-2 COLOMBIA GOLDFIELDS LTD, 816 FEACE PORTAL DR., PNB 55, BLAINE, WA,
98230, 416-203-3856 - 13,233,480 ($18,129,867.60) Equity,
(File 333-146179 - Sep. 19) (BR. 04A)
SB-2 POLYMEDIX INC, C/O POLYMEDIX INC, 3701 MARKET STREET STE 442,
PHILADELPHIA, PA, 19104, 2159666199 - 0 ($30,000,000.00) Equity,
(File 333-146180 - Sep. 19) (BR. 01B)
S-4 Metals USA Holdings Corp., ONE RIVERWAY, SUITE 1100, HOUSTON, TX,
77056, (713) 965-0990 - 0 ($550,000,000.00) Non-Convertible Debt,
(File 333-146181 - Sep. 19) (BR. 04B)
RECENT 8K FILINGS
Form 8-K is used by companies to file current reports on the following events:
1.01 Entry into a Material Definitive Agreement
1.02 Termination of a Material Definitive Agreement
1.03 Bankruptcy or Receivership
2.01 Completion of Acquisition or Disposition of Assets
2.02 Results of Operations and Financial Condition
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation
under an Off-Balance Sheet Arrangement
2.05 Cost Associated with Exit or Disposal Activities
2.06 Material Impairments
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
3.02 Unregistered Sales of Equity Securities
3.03 Material Modifications to Rights of Security Holders
4.01 Changes in Registrant's Certifying Accountant
4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review
5.01 Changes in Control of Registrant
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
6.01. ABS Informational and Computational Material.
6.02. Change of Servicer or Trustee.
6.03. Change in Credit Enhancement or Other External Support.
6.04. Failure to Make a Required Distribution.
6.05. Securities Act Updating Disclosure.
7.01 Regulation FD Disclosure
8.01 Other Events
9.01 Financial Statements and Exhibits
8-K reports may be obtained in person or by writing to the
Commission's Public Reference Branch at 100 F Street, N.E.,
Washington, D.C. 20549-1090 or at the following e-mail box address:
publicinfo@sec.gov. In most cases, this information is also available
on the Commission's website: www.sec.gov.
STATE
NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT
3M CO DE 8.01,9.01 08/07/07
AAR CORP DE 2.02,9.01 09/19/07
ABBOTT LABORATORIES IL 5.03,9.01 09/14/07
ABC Funding, Inc 5.02 09/19/07
ACE COMM CORP MD 2.02,9.01 09/18/07
ADSTAR INC DE 3.01,9.01 09/18/07
ADVANCED PHOTONIX INC DE 1.01,3.02,9.01 09/14/07
AEROSONIC CORP /DE/ DE 2.02,9.01 09/17/07
AFFYMETRIX INC DE 5.02 09/19/07
AIRSPAN NETWORKS INC WA 8.01,9.01 09/19/07
ALABAMA POWER CO AL 5.03,8.01,9.01 09/12/07
Alexza Pharmaceuticals Inc. DE 7.01,9.01 09/18/07
Allegiant Travel CO NV 5.02 09/14/07
ALLERGAN INC DE 1.01,9.01 09/18/07
Allied Security Holdings LLC DE 5.02 09/17/07
ALNYLAM PHARMACEUTICALS, INC. 1.02 09/18/07
ALTRIA GROUP, INC. VA 8.01,9.01 09/19/07
AMEREN CORP MO 8.01 09/19/07
AMERICA FIRST APARTMENT INVESTORS INC MD 3.01,5.01,5.02,8.01,9.01 09/18/07
AMERICAN TECHNOLOGY CORP /DE/ DE 4.01,9.01 09/19/07
American Telecom Services Inc 8.01,9.01 09/19/07
AMERICASBANK CORP MD 8.01,9.01 09/19/07
Amtrust Financial Services, Inc. DE 1.01,9.01 09/17/07
ANDREW CORP DE 8.01,9.01 09/14/07 AMEND
ANIKA THERAPEUTICS INC MA 5.02,9.01 09/18/07
ARK RESTAURANTS CORP NY 5.02 09/17/07
ATLANTIS BUSINESS DEVELOPMENT CORP DE 8.01 09/10/07
AZTEK VENTURES INC. NV 1.01,5.02,9.01 09/17/07
BAKERS FOOTWEAR GROUP INC MO 2.02,5.02,7.01,9.01 09/15/07
Bank of Commerce Holdings CA 8.01 09/18/07
BAUSCH & LOMB INC NY 7.01,9.01 09/19/07
BEACON ROOFING SUPPLY INC 5.03,9.01 09/18/07
Bear Stearns Asset Backed Securities DE 9.01 09/19/07
Bear Stearns Asset Backed Securities DE 9.01 08/30/07
Bear Stearns Asset Backed Securities DE 9.01 09/19/07
BEARD CO /OK OK 8.01,9.01 09/18/07
Behringer Harvard Opportunity REIT I, MD 2.01,9.01 09/13/07
BIOCRYST PHARMACEUTICALS INC DE 8.01,9.01 09/19/07
BIOCRYST PHARMACEUTICALS INC DE 8.01,9.01 09/19/07
Biodel Inc 2.02,4.02,9.01 09/19/07
BOSTON CAPITAL REAL ESTATE INVESTMENT MD 7.01,9.01 09/19/07
BPI Energy Holdings, Inc. 5.02 09/13/07
BROOKE CORP KS 5.02,7.01,9.01 09/13/07
Brooklyn Federal Bancorp, Inc. X1 5.02,9.01 09/18/07
BULLION RIVER GOLD CORP 5.02,8.01 08/22/07
CADENCE DESIGN SYSTEMS INC DE 1.01,1.02,5.02,9.01 09/13/07
CALIFORNIA MICRO DEVICES CORP CA 7.01 09/19/07
CALPINE CORP DE 5.02 09/18/07
Cambridge Display Technology, Inc. DE 5.01,9.01 09/19/07
CANARGO ENERGY CORP DE 7.01,9.01 09/14/07
CANYON COPPER CORP. 5.02 09/11/07
CARDINAL HEALTH INC OH 7.01,9.01 09/19/07
CARMAX INC VA 2.02,9.01 08/31/07
CHAMPION INDUSTRIES INC WV 2.01,2.03,9.01 09/12/07
CHARMING SHOPPES INC PA 7.01,9.01 09/13/07
CHEMOKINE THERAPEUTICS CORP DE 8.01,9.01 09/19/07
CLEVELAND CLIFFS INC OH 7.01,8.01,9.01 09/14/07
COMMUNITY CENTRAL BANK CORP MI 5.03,9.01 09/18/07
COMTECH TELECOMMUNICATIONS CORP /DE/ DE 5.02 09/17/07
COMTECH TELECOMMUNICATIONS CORP /DE/ DE 2.02,9.01 09/19/07
CONNECTICUT LIGHT & POWER CO CT 8.01,9.01 08/17/07
CONSOLIDATED WATER CO LTD E6 5.02,9.01 09/14/07
CORPORATE PROPERTY ASSOCIATES 14 INC MD 5.02 09/14/07
CORPORATE PROPERTY ASSOCIATES 15 INC MD 5.02 09/14/07
CORPORATE PROPERTY ASSOCIATES 16 GLOB MD 5.02 09/14/07
CREDIT ACCEPTANCE CORPORATION MI 7.01,9.01 09/19/07
CrossPoint Energy CO NV 5.02 09/13/07
Cryoport, Inc. 8.01 09/17/07
CSMC Asset-Backed Trust 2007-NC1 DE 7.01 08/31/07
CVD EQUIPMENT CORP NY 8.01 09/19/07
CWABS Asset-Backed Certificates Trust DE 8.01,9.01 07/20/07 AMEND
CYGNE DESIGNS INC DE 2.02,9.01 09/19/07
DAVE & BUSTERS INC MO 2.02,9.01 09/18/07
Directed Electronics, Inc. FL 1.01,5.02,5.03,9.01 09/13/07
DIVERSIFIED FUTURES FUND L.P. DE 4.01,9.01 09/14/07
DIVERSIFIED FUTURES TRUST I DE 4.01,9.01 09/14/07
DOWNSIDE UP INC CO 1.01,3.02,8.01,9.01 09/14/07
DRESS BARN INC CT 2.02,9.01 09/18/07
DYNAMICS RESEARCH CORP MA 5.02 09/14/07
ECB BANCORP INC NC 7.01,9.01 09/18/07
EDWARDS LIFESCIENCES CORP DE 5.03,9.01 09/17/07
ELECTRO ENERGY INC FL 3.01,8.01,9.01 09/14/07
ENER1 INC FL 8.01,9.01 09/18/07
EnerJex Resources, Inc. NV 9.01 09/14/07
Enterprise GP Holdings L.P. DE 8.01,9.01 06/30/07
ENVIRONMENTAL SOLUTIONS WORLDWIDE INC 8.01 09/13/07
ENVIROSAFE CORP/CA 1.02 09/18/07
ENXNET INC OK 7.01,9.01 09/19/07
EQUITABLE FINANCIAL CORP 8.01,9.01 09/19/07
ESB FINANCIAL CORP PA 8.01,9.01 09/19/07
ESB FINANCIAL CORP PA 8.01,9.01 09/18/07
EVEREST FUND L P IA 4.01 09/19/07
EVERLAST WORLDWIDE INC DE 8.01,9.01 09/19/07
FARO TECHNOLOGIES INC FL 8.01,9.01 09/19/07
FAUQUIER BANKSHARES INC VA 8.01,9.01 09/17/07
FENTURA FINANCIAL INC MI 8.01 09/19/07
FINISH LINE INC /IN/ IN 8.01,9.01 09/19/07
FIRST BANCORP /PR/ PR 2.02,7.01,9.01 09/19/07
First Federal of Northern Michigan Ba 8.01,9.01 09/18/07
FIRST INTERSTATE BANCSYSTEM INC MT 1.01,3.02,9.01 09/18/07
FLEETWOOD ENTERPRISES INC/DE/ DE 5.02,5.03,9.01 09/11/07
FLIR SYSTEMS INC OR 8.01 09/13/07
FLORIDA POWER CORP FL 8.01,9.01 09/13/07
FLOWSERVE CORP NY 2.03,9.01 09/14/07
Fortified Holdings Corp. NV 2.01,4.01,5.02,5.03,5.06,9.01 09/13/07
FORWARD INDUSTRIES INC NY 8.01 09/14/07
FOX PETROLEUM INC. NV 3.02,9.01 06/08/07
FPL GROUP INC FL 8.01,9.01 09/19/07
FRANKFORT TOWER INDUSTRIES INC DE 8.01,9.01 09/18/07
Fuel Systems Solutions, Inc. DE 3.01,9.01 09/12/07
FUTURES STRATEGIC TRUST DE 4.01,9.01 09/14/07
GCO Education Loan Funding Trust-I DE 8.01,9.01 09/17/07
General Finance CORP DE 1.01,2.01,2.03,3.02,5.02,5.03, 09/13/07
5.06,9.01
GENERAL MILLS INC DE 2.02,9.01 09/19/07
GENERAL STEEL HOLDINGS INC NV 5.02,9.01 08/30/07 AMEND
GENIUS PRODUCTS INC DE 8.01,9.01 09/17/07
GLOBECOMM SYSTEMS INC 8.01,9.01 09/19/07
GOLF TRUST OF AMERICA INC MD 5.02 09/13/07
GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01 08/31/07
GREAT ATLANTIC & PACIFIC TEA CO INC MD 8.01 09/18/07
GUITAR CENTER INC DE 8.01,9.01 09/18/07
GULFMARK OFFSHORE INC DE 7.01,9.01 09/19/07
HALIFAX CORP OF VIRGINIA VA 8.01 09/19/07
HCC INSURANCE HOLDINGS INC/DE/ DE 8.01,9.01 09/19/07
HEALTH CARE REIT INC /DE/ DE 8.01 09/18/07
HEARTLAND PAYMENT SYSTEMS INC DE 1.01,8.01,9.01 09/17/07
HELIX ENERGY SOLUTIONS GROUP INC MN 7.01,9.01 09/18/07
HEWITT ASSOCIATES INC DE 8.01,9.01 09/19/07
HILTON HOTELS CORP DE 8.01,9.01 09/18/07
Hyundai Auto Receivables Trust 2007-A DE 8.01,9.01 09/19/07
I FLOW CORP /DE/ DE 1.01,7.01,9.01 09/18/07
I2 TECHNOLOGIES INC DE 5.02 09/13/07
INERGY L P DE 7.01,9.01 09/19/07
INFOSPACE INC DE 1.01,9.01 09/15/07
Inland American Real Estate Trust, In MD 1.01,5.01,8.01,9.01 09/13/07
INNOVATIVE SOLUTIONS & SUPPORT INC PA 5.03,9.01 09/13/07
INSTEEL INDUSTRIES INC NC 7.01,9.01 09/19/07
InterDigital, Inc. PA 8.01 09/14/07
INTERNAP NETWORK SERVICES CORP DE 1.01,1.02,2.03,8.01,9.01 09/14/07
International Gold Resources, Inc. 2.02,9.01 07/31/07
INTERNATIONAL RECTIFIER CORP /DE/ DE 1.01,3.01,7.01,9.01 09/13/07
INTERNATIONAL SHIPHOLDING CORP DE 1.01,2.03,9.01 09/19/07
INVENDA CORP DE 1.01,1.02,3.02,9.01 09/18/07
INVESTORS REAL ESTATE TRUST ND 5.03,9.01 09/18/07
InZon CORP NV 1.01,5.02,9.01 09/18/07
IXYS CORP /DE/ DE 5.02 09/13/07
J P MORGAN CHASE & CO DE 9.01 09/17/07
JACK IN THE BOX INC /NEW/ DE 5.02 09/14/07
JK Acquisition Corp. 7.01,9.01 09/19/07
JOHN D. OIL & GAS CO 1.01,2.03,9.01 09/12/07
Juniper Content Corp DE 1.01,3.02,5.02,9.01 09/14/07
K-SEA TRANSPORTATION PARTNERS LP 9.01 09/14/07 AMEND
KELLWOOD CO DE 8.01 08/18/07
KENMAR GLOBAL TRUST DE 4.01,9.01 09/14/07
KINDER MORGAN ENERGY PARTNERS L P DE 7.01 09/19/07
KINDER MORGAN MANAGEMENT LLC DE 7.01 09/19/07
KLONDIKE STAR MINERAL CORP DE 4.01 09/13/07 AMEND
KNIGHT TRANSPORTATION INC AZ 7.01,9.01 09/18/07
KYPHON INC DE 8.01,9.01 09/17/07
LABARGE INC DE 7.01,9.01 09/19/07
LANGUAGE ACCESS NETWORK, INC. NV 8.01,9.01 09/17/07
LEHMAN BROTHERS HOLDINGS INC DE 9.01 09/14/07
LEVI STRAUSS & CO DE 8.01,9.01 09/19/07
LifeCare Holdings, Inc. DE 5.02 09/13/07
LIFEPOINT HOSPITALS, INC. 5.02,9.01 09/13/07
LINCOLN INTERNATIONAL CORP KY 1.01,2.01,3.02,4.01,5.01,5.02, 09/12/07
5.06,9.01
LITFUNDING CORP NV 3.02,5.01,5.02,9.01 08/30/07
LSB FINANCIAL CORP IN 5.03,9.01 09/19/07
LUMINEX CORP DE 5.02,9.01 09/11/07
MAGELLAN HEALTH SERVICES INC DE 7.01 09/19/07
MARKWEST ENERGY PARTNERS L P 8.01,9.01 09/19/07
MARKWEST HYDROCARBON INC DE 8.01,9.01 09/19/07
MARTEN TRANSPORT LTD DE 7.01 09/18/07
MASIMO CORP DE 2.02,9.01 09/19/07
MASS MEGAWATTS WIND POWER INC 2.02,9.01 09/19/07
MASTR Adjustable Rate Mortgages Trust DE 6.02 09/01/07
MedAire, Inc. NV 1.02,5.02 09/18/07
MedAire, Inc. NV 8.01 09/19/07
MEDICALCV INC MN 8.01,9.01 09/19/07
METHODE ELECTRONICS INC DE 5.02,9.01 09/13/07
MICRUS ENDOVASCULAR CORP 8.01,9.01 09/17/07
MILLER HERMAN INC MI 2.02,9.01 09/19/07
Mogul Energy International, Inc. DE 7.01,9.01 09/18/07
MOLINA HEALTHCARE INC DE 8.01,9.01 09/19/07
MOMENTA PHARMACEUTICALS INC DE 8.01 09/13/07
MONOLITHIC POWER SYSTEMS INC CA 2.02,9.01 09/19/07
MONTGOMERY REALTY GROUP INC NV 2.01 09/07/07
MORGAN STANLEY DE 2.02,9.01 09/19/07
Morgan Stanley Mortgage Loan Trust 20 DE 8.01,9.01 04/30/07
MOTOROLA INC DE 5.02,9.01 09/18/07
NAPCO SECURITY SYSTEMS INC DE 2.02,9.01 09/17/07
NASB FINANCIAL INC MO 8.01 09/19/07
NATIONAL BANCSHARES CORP /OH/ OH 2.02,9.01 09/18/07
National Collegiate Student Loan Trus 8.01,9.01 09/18/07
National Collegiate Student Loan Trus 8.01,9.01 09/18/07
National Collegiate Student Loan Trus 8.01,9.01 09/18/07
National Collegiate Student Loan Trus 8.01,9.01 09/18/07
NATIONAL PATENT DEVELOPMENT CORP DE 8.01 09/12/07
NATROL INC DE 9.01 09/19/07
NCR CORP MD 5.04,9.01 09/19/07
NETSOL TECHNOLOGIES INC NV 2.02,9.01 09/19/07
NEWTEK BUSINESS SERVICES INC NY 8.01 09/18/07
NIKE INC OR 8.01 09/17/07
NORTHWEST AIRLINES CORP DE 7.01,9.01 09/19/07
NOVELOS THERAPEUTICS, INC. DE 5.02,9.01 09/14/07
NUVASIVE INC DE 8.01 08/27/07
NUVELO INC DE 5.02,9.01 09/14/07
OccuLogix, Inc. DE 3.01,9.01 09/19/07
ODYNE CORP 5.02,9.01 09/19/07
OFFICEMAX INC DE 5.02,9.01 09/19/07
OLD SECOND BANCORP INC DE 8.01 09/18/07
OMNOVA SOLUTIONS INC OH 7.01,9.01 09/19/07
ONEOK INC /NEW/ OK 7.01,9.01 09/19/07
ONEOK Partners LP DE 7.01,9.01 09/19/07
OPENWAVE SYSTEMS INC DE 5.02 09/17/07
ORBCOMM Inc. DE 1.01 09/12/07
ORRSTOWN FINANCIAL SERVICES INC PA 7.01,9.01 09/14/07
OSCIENT PHARMACEUTICALS CORP MA 3.01,9.01 09/18/07
PALM INC DE 2.02,5.02,7.01,9.01 09/14/07
PATRIOT SCIENTIFIC CORP DE 5.02,9.01 09/17/07
PEDIATRIX MEDICAL GROUP INC FL 1.01,9.01 09/18/07
PEP BOYS MANNY MOE & JACK PA 2.02,4.02,9.01 09/18/07
Permanent Master Issuer plc 6.02,6.03,8.01 09/19/07
PERMIAN BASIN ROYALTY TRUST TX 2.02,9.01 09/18/07
PETROQUEST ENERGY INC DE 8.01,9.01 09/19/07
Pharma-Bio Serv, Inc. 2.02,7.01,9.01 09/18/07
PHARMACYCLICS INC DE 5.02,5.03,9.01 09/19/07
PLANETLINK COMMUNICATIONS INC GA 1.01,3.02,5.02,9.01 08/29/07
PLATINUM UNDERWRITERS HOLDINGS LTD D0 8.01 07/26/07
PLAYLOGIC ENTERTAINMENT INC DE 2.02,9.01 09/19/07
POPE & TALBOT INC /DE/ DE 1.01,9.01 09/17/07
POSSIS MEDICAL INC MN 9.01 09/19/07
POWER EFFICIENCY CORP DE 8.01,9.01 09/19/07
POWERWAVE TECHNOLOGIES INC DE 8.01,9.01 09/18/07
Princeton Security Technologies, Inc. NJ 5.02 09/19/07
PRINCIPAL LIFE INSURANCE CO IA 9.01 09/14/07
PRINCIPAL LIFE INSURANCE CO IA 9.01 09/14/07
PRINCIPAL LIFE INSURANCE CO IA 9.01 09/14/07
PROGRESS ENERGY INC NC 7.01 09/19/07
PROGRESS ENERGY INC NC 8.01,9.01 09/19/07
Protalix BioTherapeutics, Inc. FL 7.01,9.01 09/19/07
Puda Coal, Inc. 1.01,1.02,9.01 09/13/07
PUREDEPTH, INC. CO 5.02,9.01 06/26/07 AMEND
QUINTEK TECHNOLOGIES INC 4.02,9.01 08/08/07
R H DONNELLEY CORP DE 8.01,9.01 09/18/07
R H DONNELLEY CORP DE 8.01 09/18/07
R H DONNELLEY CORP DE 7.01,9.01 09/18/07 AMEND
RAINING DATA CORP DE 3.01,9.01 09/13/07
REHABCARE GROUP INC DE 5.02 09/19/07
RENOVIS INC DE 8.01,9.01 09/18/07
REPUBLIC BANCORP INC /KY/ KY 1.01,9.01 09/19/07
RIVERVIEW BANCORP INC WA 5.02,9.01 09/18/07
ROCKY MOUNTAIN MINERALS INC WY 8.01 09/18/07
ROWAN COMPANIES INC DE 7.01,9.01 09/19/07
RUBBER RESEARCH ELASTOMERICS INC MN 1.01,3.02,5.02,8.01,9.01 09/12/07
SAN JUAN BASIN ROYALTY TRUST TX 2.02,9.01 09/18/07
SATCON TECHNOLOGY CORP DE 5.02,9.01 09/13/07
SB PARTNERS NY 1.01 09/18/07 AMEND
SBM CERTIFICATE CO MD 5.02 09/19/07
SCO GROUP INC DE 3.01,5.02,9.01 09/13/07
SED INTERNATIONAL HOLDINGS INC DE 5.03,9.01 09/18/07
SEMOTUS SOLUTIONS INC NV 3.02,9.01 09/13/07
SENESCO TECHNOLOGIES INC DE 1.01,9.01 09/17/07
SEVERN BANCORP INC MD 7.01,9.01 09/19/07
SHANGHAI CENTURY ACQUISITION CORP F4 8.01,9.01 09/19/07
ShengdaTech, Inc. 5.02,7.01,9.01 09/19/07
SIGNATURE EYEWEAR INC CA 2.03,9.01 09/14/07
SINGING MACHINE CO INC DE 3.01,9.01 09/13/07
SM&A DE 1.01,2.01,9.01 09/14/07
SOMANETICS CORP MI 2.02,9.01 09/19/07
SOUTHRIDGE ENTERPRISES INC. NV 1.01,9.01 09/10/07
SPACEDEV INC CO 1.01,3.02,5.02,9.01 09/18/07
SPACEHAB INC \WA\ WA 2.02,9.01 09/19/07
SPARTAN STORES INC MI 7.01 09/19/07
STANDEX INTERNATIONAL CORP/DE/ DE 5.02 09/18/07
STONEMOR PARTNERS LP DE 8.01,9.01 09/14/07
Summit Global Logistics, Inc. DE 7.01 09/18/07
SUMTOTAL SYSTEMS INC DE 7.01,9.01 09/19/07
SUNCOM WIRELESS HOLDINGS, INC. 1.01,5.02,8.01,9.01 09/16/07
SUNESIS PHARMACEUTICALS INC 5.02,9.01 09/13/07
SUNOCO LOGISTICS PARTNERS LP DE 7.01,9.01 09/19/07
SYSVIEW TECHNOLOGY, INC. 1.01,2.03 09/13/07
TELOS CORP MD 4.01 09/17/07
TERADATA CORP /DE/ 5.04,9.01 09/18/07
TESORO CORP /NEW/ DE 7.01,9.01 09/19/07
TETON ENERGY CORP DE 5.02,8.01,9.01 09/13/07
THERMOENERGY CORP AK 2.01,9.01 07/02/07 AMEND
THERMOGENESIS CORP DE 7.01 09/13/07
TIDELANDS BANCSHARES INC 5.03,9.01 09/17/07
TIDELANDS ROYALTY TRUST B TX 7.01,9.01 09/18/07
TransMontaigne Partners L.P. DE 7.01,8.01,9.01 09/18/07
TRI-S SECURITY CORP GA 1.01,3.02,5.03,9.01 09/13/07
TRIO TECH INTERNATIONAL CA 2.02,9.01 09/17/07
TRM CORP OR 1.01,5.02,9.01 09/17/07
TUESDAY MORNING CORP/DE DE 8.01,9.01 09/19/07
UAL CORP /DE/ DE 7.01,9.01 09/19/07
UNITED NATURAL FOODS INC DE 5.03,9.01 09/13/07
UNITED REFINING CO PA 8.01,9.01 09/19/07
UNIVERSAL AMERICAN FINANCIAL CORP NY 1.01,1.02,2.03,8.01,9.01 09/18/07
UNIVERSAL ENERGY CORP. 1.01,9.01 09/13/07
UNIVERSAL TRAVEL GROUP NV 2.01,2.02,7.01,9.01 08/08/07 AMEND
VAALCO ENERGY INC /DE/ DE 1.01,3.03,5.03,9.01 09/14/07
VION PHARMACEUTICALS INC DE 3.01,8.01,9.01 09/17/07
Visiphor CORP A1 8.01,9.01 09/19/07
VOLT INFORMATION SCIENCES, INC. NY 2.03,8.01,9.01 09/14/07
WEBSITE PROS INC DE 8.01,9.01 09/19/07
Wells Timberland REIT, Inc. MD 1.01 09/19/07
WGNB CORP GA 7.01,9.01 09/19/07
Winsted Holdings, Inc. FL 4.01 09/18/07
WIRELESS RONIN TECHNOLOGIES INC MN 8.01,9.01 09/19/07
WORLD MONITOR TRUST II SERIES D DE 4.01,9.01 09/14/07
WORLD MONITOR TRUST II SERIES E DE 4.01,9.01 09/14/07
WORLD MONITOR TRUST II SERIES F DE 4.01,9.01 09/14/07
World Monitor Trust III DE 4.01,9.01 09/14/07
Wornick CO DE 1.01,9.01 09/18/07
Wright Express CORP 1.01,8.01,9.01 09/13/07
XSUNX INC CO 8.01 09/19/07
ZIFF DAVIS HOLDINGS INC DE 5.02 09/13/07
ZIPREALTY INC 1.01,5.02,9.01 09/13/07
http://www.sec.gov/news/digest/2007/dig092007.htm
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