SEC NEWS DIGEST Issue 2003-05 January 8, 2003 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS Following is a schedule of Commission meetings which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration. Open meetings will be held in the Commission Meeting Room, Room 1C30, at the Commission's headquarters building, 450 Fifth Street, N.W., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting. Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact Rochelle Franks, Office of Administrative and Personnel Management, to make arrangements. Ms. Franks can be reached at TTY number (202) 942-9558. If you are calling from a non-TTY number, please call the Relay Service at 1-800-877-8339. CLOSED MEETING - TUESDAY, JANUARY 14, 2003 - 10:00 A.M. The subject matter of the closed meeting scheduled for Tuesday, Jan. 14, will be: Institution of administrative proceedings of an enforcement nature; Institution and settlement of injunctive actions; and Amicus participation. OPEN MEETING - WEDNESDAY, JANUARY 15, 2003 - 10:00 A.M. The subject matter of the open meeting scheduled for Wednesday, Jan. 15, will be: 1. The Commission will consider adopting new rules and amendments regarding the use of pro forma financial information in order to implement Section 401(b) of the Sarbanes-Oxley Act of 2002. In addition, the Commission will consider an amendment to Form 8-K requiring the submission of earnings announcements and releases. 2. The Commission will consider whether to adopt new rules to prohibit an issuer's directors and executive officers from purchasing, selling or otherwise acquiring or transferring any equity security of the issuer during a pension plan blackout period that prevents plan participants or beneficiaries from engaging in equity securities transactions, if the equity security was acquired in connection with the director or executive officer's service or employment as a director or executive officer. These rules implement Section 306(a) of the Sarbanes-Oxley Act of 2002. In addition, the rules will require issuers to provide advance notice to their directors and executive officers and the Commission of the imposition of a pension plan blackout period. 3. The Commission will consider whether to adopt new disclosure requirements mandated by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002. The new rules require a company subject to the reporting requirements of the Securities Exchange Act of 1934 to disclose: (1) whether it has adopted a code of ethics that applies to certain of its senior officers; and (2) whether a financial expert serves on the company's audit committee. The Commission will consider whether to adopt rules under Section 404 of the Sarbanes-Oxley Act relating to internal control reports by management in a separate release at a later date - these rules were proposed in the same release as the rules under Sections 406 and 407. 4. The Commission will consider whether to adopt Regulation Analyst Certification, a new rule that would require research analysts to provide certifications regarding the views they express in research reports and public appearances and to provide disclosures regarding any compensation they may have received related to those views and recommendations. ADDITIONAL CLOSED MEETING The Commission held an additional closed meeting on Monday, Jan. 6, at 1:30 p.m. The subject matter of the meeting was: Regulatory matter bearing enforcement implication. 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. SEC PROPOSES LISTING STANDARDS RULE, ADOPTS INVESTMENT COMPANY EXEMPTIVE PROVISIONS The Commission today voted to publish for comment a rule proposal that would direct national securities markets to prohibit the listing of any security of an issuer not complying with audit committee requirements set out in the Sarbanes-Oxley Act of 2002. It also took action to adopt provisions to exempt transactions between investment companies and affiliated persons. 1. Transactions of Investment Companies With Portfolio and Subadviser Affiliates The Commission voted to adopt a new rule and several rule amendments governing exemptions for transactions between investment companies and their affiliated persons. The Investment Company Act contains a number of provisions that prevent persons who may be in a position to take advantage of an investment company (fund) from entering into transactions or arrangements with the fund. These include prohibitions on "affiliated transactions" and "joint transactions" with affiliated persons. The Act, however, gives the SEC authority to issue orders and adopt rules permitting these transactions when the SEC determines that an exemption is "necessary or appropriate in the public interest and consistent with the protection of investors." In a new rule and amendments to several rules, the Commission will codify a number of orders that have been issued to funds permitting affiliated and joint transactions with two types of affiliates described below. The rule and rule amendments will eliminate the need for funds to obtain individual exemptive orders in circumstances that are not likely to raise the concerns that the Act was intended to address. Transactions with Portfolio Affiliates. Currently, SEC rules permit a fund to enter into transactions with companies 5% or more of whose voting securities are owned by the fund. This type of affiliated person is unlikely to be in a position to take advantage of the fund. The amendments will expand the rules to permit funds to enter into transactions and arrangements with companies 5% or more of whose securities are owned by other funds in the fund complex. This is a technical change necessitated because the current exemptive rule pre-dated the widespread organization of mutual funds into fund complexes. Transactions with Subadviser Affiliates. Fund advisers are also "affiliated persons" of a fund. As a result, an adviser to a fund cannot engage in transactions with the fund (or any other fund in the fund complex) such as selling securities to the fund, which would be a form of self-dealing. The SEC has, however, issued a number of orders permitting subadvisers to enter into transactions and arrangements with other funds in the complex that other subadvisers advise. These transactions do not involve self-dealing because the subadviser participating in the transaction is not the subadviser making the decision on behalf of the fund to enter into the transaction. The SEC orders and the amendments will prohibit the subadvisers from discussing securities transactions with each other to prevent reciprocal arrangements. This relief is important because many advisers today are (or are affiliated with) broker-dealers and underwriters. Currently, once such an adviser becomes a subadviser of a fund, all of the other funds in the fund complex (even if they are advised by a different subadviser) are precluded from entering into a range of transactions with the adviser/broker-dealer unless they obtain an exemptive order from the SEC, or can rely on the SEC's exemptive rules. The rule and rule amendments will go into effect 30 days after publication in the Federal Register. 2. Standards Relating to Listed Company Audit Committees The Commission voted to propose a rule that would direct the national securities exchanges and national securities associations to prohibit the listing of any security of an issuer that is not in compliance with the audit committee requirements established by the Sarbanes-Oxley Act of 2002. The proposals would implement the requirements of Section 10A(m)(1) of the Securities Exchange Act of 1934, as added by Section 301 of the Sarbanes-Oxley Act of 2002. Under the proposed rule, national securities exchanges and national securities associations would be required to prohibit the listing of any security of an issuer that is not in compliance with the following. * Each member of the audit committee of the issuer must be independent according to the specified criteria in Section 10A(m). * The audit committee must be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the issuer, and the registered public accounting firm must report directly to the audit committee. * The audit committee must establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. * The audit committee must have the authority to engage independent counsel and other advisors, as it determines necessary to carry out its duties. * The issuer must provide appropriate funding for the audit committee. The proposed rule would apply to both domestic and foreign listed issuers. It is important to note that, based on significant input from and dialogue with foreign regulators and foreign issuers and their advisers, several provisions have been included that seek to address the special circumstances of particular foreign jurisdictions. These provisions include, under conditions specified in the proposed rule: * allowing non-management employees to serve as audit committee members, consistent with "co-determination" and similar requirements in some countries; * allowing shareholders to select or ratify the selection of auditors, also consistent with requirements in many foreign countries; * allowing alternative structures such as boards of auditors to perform auditor oversight functions where such structures are provided for under local law; and * addressing the issue of foreign government shareholder representation on audit committees. The proposed rule would also make several updates to the Commission's current disclosure requirements regarding audit committees, including: * disclosure of the use of any exemptions to the recommendations; * the identification of the audit committee in annual reports; and * updates to the audit committee independence disclosure in proxy statements. The proposed new requirements would need to be operative no later than the first anniversary of the publication of the Commission's final rule. Comments on the proposed rule should be received by the Commission within 30 days of publication in the Federal Register. The full text of detailed releases concerning each of these items will be posted to the SEC Web site as soon as possible. (Press Rel. 2003-1) ENFORCEMENT PROCEEDINGS FINAL JUDGMENT SETTING DISGORGEMENT, PREJUDGMENT INTEREST AND CIVIL PENALTIES AGAINST PRINCIPAL OF BROKERAGE FIRM The Commission announced that on Dec. 11, 2002, the United States District Court for the Southern District of Florida entered a Final Judgment Setting Disgorgement, Prejudgment Interest and Civil Penalty (Final Judgment) against Erik Walsh a/k/a Erik Hutton Masters (Walsh), the president and CEO of Discovery Capital Group, Inc. (Discovery Capital), a broker-dealer registered with the Commission since 1992. The Final Judgment, entered by the Court pursuant to the Oct. 4, 2002, Judgment of Permanent Injunction and Other Relief against Walsh, orders him to disgorge $496,711 with prejudgment interest of $17,571.72 and imposes a civil penalty in the amount of $90,000. Walsh consented to the entry of the Final Judgment without admitting or denying the allegations of the Commission's complaint. On March 14, 2002, the SEC filed an emergency action against Walsh and others seeking to enjoin the ongoing fraudulent offering of securities issued by Discovery Capital in the form of promissory notes and preferred stock. The complaint alleged that from at least June 2001 through the filing of the action, Discovery Capital raised at least $2.7 million through the use of a network of primarily unlicensed sales agents using high pressure sales tactics and making misrepresentations about, among other things, Discovery Capital's growth, its affiliations with well-known brokerage firms and other institutions, and the safety of the investments. The complaint further alleged that Walsh misappropriated investor proceeds through the use of an "off the books" account in the name of Discovery Capital. [SEC v. Discovery Capital Group, Erik Walsh, and John Abresch Case No. 02-60363-CIV-HUCK, S.D. Fla.] (LR-17914) COURT ISSUES CONTEMPT ORDER AGAINST HARRAL DUNBAR, JR. FOR POST INJUNCTION SECURITIES SALES CONDUCTED ON INTERNET AND FOR FAILURE TO PAY AS PREVIOUSLY ORDERED The Commission announced today that on Dec. 18, 2002, Judge Frank J. Polozola of the United States District Court for the Middle District of Louisiana held a show cause hearing and issued an order finding defendant Harral Dunbar, Jr., in contempt of the Court's preliminary and permanent injunctions for securities sales over the Internet, which occurred between the entry of the preliminary and permanent injunctions, and after the entry of the permanent injunction. The Court also found Dunbar in contempt of its order directing payment of disgorgement, prejudgment interest and a civil penalty, as a result of his failure to pay. In earlier orders, the Court preliminarily and later permanently enjoined Dunbar from antifraud and registration violations of the federal securities laws. In imposing the preliminary injunction, the Court found that Dunbar, of Baton Rouge, Louisiana, owned the Ghost International website and used it to solicit investors in investment contracts by promises of inordinate amounts of guaranteed returns and promises of no-risk investing, and further found that investors have received little or no return despite several months of promises by Dunbar that returns would be paid. The Court also previously ordered Dunbar to pay disgorgement in the amount of $9,600, along with prejudgment interest thereon, and ordered Dunbar to pay a "third tier" statutory civil penalty in the amount of $120,000. The Court found that Dunbar, after the entry of the injunctions against him, obtained funds from two investors who purchased the securities by touting Ghost International's "private contribution and investment program" which allegedly paid, for example, $100,000 on a $200 investment over a few weeks. As with the earlier sales, Dunbar made various promises of exorbitant returns. Dunbar made various representations to fraudulently induce the investors, including that his company dealt in "high yield investments" and that funds were to be placed in offshore bank accounts, which would pay promised returns for five months of a supposed seven-month program. The Court ordered Dunbar to pay a compensatory fine in the amount of $6,600. The preliminary and permanent injunctions prohibited Dunbar 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. [SEC v. Harral Dunbar, Jr., Individually and d/b/a Ghost International, Civil Action Number 02-233-B-M1, MD La.] (LR-17915) SEC AMENDS COMPLAINT AND JOINS RAMIRO RAFAEL FERNANDEZ AS DEFENDANT IN ACTION AGAINST FORMER EXECUTIVES OF TIMBER COMPANY MADERA INTERNATIONAL, INC. The Commission today announced that, on Jan. 3, it filed an amended complaint in the United States District Court for the District of Columbia joining Ramiro Rafael (Ray) Fernandez as an additional defendant in its action against former executives of timber company Madera International, Inc. The amended complaint also alleges additional facts concerning the falsification of Madera's financial statements from 1994 through 2000. Ray Fernandez was Madera's Executive Vice President in charge of sales and marketing and Chief Executive Officer of Madera International Environmental, Inc., a wholly-owned subsidiary of Madera. In December 1998, he was additionally elected Chairman of the Board of Directors of Madera, and later, in November 2000, also became its Chief Executive Officer, replacing his father, Ramiro M. Fernandez-Moris. The amended complaint alleges that * Fernandez signed, in his capacities as Director and Chairman of the Board, Madera's fiscal year 1999 annual report on Form 10-K that was filed with the SEC on March 8, 2000 and that contained numerous false statements. * Fernandez posted numerous false statements concerning Madera on an Internet message board during the period April through September 19, 2001. * At the same time he inflated the share price of Madera through these fraudulent public disclosures about Madera's assets, operations, and revenues, Fernandez sold personal holdings of Madera common stock. Specifically, from May 2000 through July 2001, Fernandez sold at least 7,939,200 shares of Madera common stock and obtained proceeds of at least $68,791.65. The Commission seeks relief against Fernandez consisting of a permanent injunction against future violations of the antifraud and reporting provisions of the securities laws, disgorgement of all ill-gotten gains together with an accounting of his proceeds of his sales of Madera common stock, civil monetary penalties, and an order permanently barring him from serving as an officer or director of a public company. [SEC v. Ramiro M. Fernandez-Moris, Daniel S. Lezak, and Ramiro Rafael (Ray) Fernandez, 01 Civ. 1985, JR, D.D.C.] (LR-17916; AAE Rel. 1697) CIVIL ACTION AGAINST SCOTT GINSBURG The Commission today announced that on Dec. 19, 2002, District Judge Kenneth L. Ryskamp of the Southern District of Florida overturned the jury's verdict in SEC v. Scott K. Ginsburg, Civil Action No. 99-8694-CIV- Ryskamp (S.D. Fla.), when the court granted the defendant's renewed motion for judgment in favor of the defendant and against the Commission, and found defendant Scott K. Ginsburg not liable for the securities law violations alleged by the Commission. In addition, the court vacated its prior imposition of a $1 million civil penalty against the defendant. In its complaint, the Commission alleged that in July 1996, Scott Ginsburg violated Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder by tipping material nonpublic information concerning a proposed sale of EZ Communications, Inc. The Commission also alleged that in June 1997 the defendant violated Sections 10(b) and 14(e) of the Securities Exchange Act of 1934 and Rules 10b-5 and 14e-3 thereunder by tipping material nonpublic information concerning a proposed sale of Katz Media Group, Inc. Previously, on March 30, 2002, Mark Ginsburg and Jordan Ginsburg settled the Commission's insider trading charges against them, without admitting or denying the Commission's allegations, by consenting to the entry of final judgments that included permanent injunctions, disgorgement, prejudgment interest and civil money penalties totaling over $4.7 million. For further information see LR- 17917, LR-17612, LR-17482, LR-17455, and LR-16275. [SEC v. Scott K. Ginsburg, Civil Action No. 99-8694-CIV-RYSKAMP, S.D.Fla., West Palm Beach Div.] (LR-17917) SEC SUES SALESMEN IN NATIONWIDE SECURITIES FRAUD The Commission announced today that it has filed a complaint against James L. George, Paul E. Brodhagen and Michael J. Wright for their actions as salesmen in a multimillion-dollar, nationwide, prime bank type and other securities fraud. This matter is a companion case to SEC v. Louis M. Lazorwitz, J. Charles Reives, and Tri-Star Investment Group, L.L.C. a/k/a Tri-Star Investment Group, Defendants, and Lazor, Ltd., Relief Defendant, Civil Action File No. 1:02-CV-0112-HTW (N.D. Ga.) in which the Commission sued the promoters in the same securities fraud. The recent complaint charges that George, a North Carolina resident, Brodhagen, a Nebraska resident, and Wright, a Georgia resident offered and sold unregistered securities in the fraudulent Tri-Star Investment Group, L.L.C. (Tri-Star) scheme to more than 200 investors, and that the defendants made misrepresentations and omissions of material fact to investors concerning, among other things, the use of investor funds and expected returns. The Commission's complaint alleges that George, Brodhagen and Wright, while acting as Tri-Star Facilitators, fraudulently offered and sold unregistered securities, as part of a larger scheme in which Lazorwitz, Reives and Tri-Star sold securities interests in Tri-Star to over 900 investors in at least 35 states, and to raise over $15 million. Tri- Star, through Lazorwitz and Reives, initially represented that Tri-Star would invest in bank debentures and later claimed that it might invest in other international trade opportunities. The complaint also alleges that George, Brodhagen and Wright offered and sold Tri-Star directly and led investors to expect profits of 20% per month in so-called 13-month trading programs, after an initial 90-day waiting period, but that the defendants lacked a reasonable basis to project such profits. The Commission's complaint charges George, Brodhagen, and Wright with violations of the antifraud provisions of Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 thereunder, and with violations of the registration provisions of Sections 5(a) and 5(c) of the Securities Act. The complaint also charges George, Brodhagen and Wright with violations of the broker- dealer registration provisions of Section 15(a) of the Exchange Act. The Commission's complaint seeks orders of permanent injunction, disgorgement of ill-gotten gains along with prejudgment interest, and civil penalties against the defendants. [SEC v. James L. George, Paul E. Brodhagen and Michael J. Wright, Civil Action No. 1:02-CV-3310-HTW, N.D. Ga.] (LR-17918) SEC SUES PROMOTER IN SECURITIES FRAUD The Commission announced today that it has filed a complaint against Dianna Blairtorbett and McMinn Consultants, Limited (McMinn) for their actions as promoters in a large multimillion-dollar, prime bank type and other securities fraud. The complaint charges that Blairtorbett, a Tennessee resident and McMinn fraudulently offered and sold unregistered securities by promising extravagant rates of return derived from a variety of investments, including purported prime bank trading programs. The defendants raised approximately $7.7 million from nearly 100 investors in thirteen states and the funds were pooled into accounts owned and controlled by McMinn. The defendants made misrepresentations and omissions of material fact to investors concerning, among other things, the touted risk free nature of McMinn's investments, the use of investor funds, expected returns and the false representation that McMinn's investments were secured by approximately $7 billion in gold and other precious metals. The precious metals did not exist. The Commission's complaint alleges that Blairtorbett falsely represented that an initial investment of $50,000 would be worth approximately $1.7 million in three years and $22 million in five years, but that she had no basis for these representations. The complaint also alleges that Blairtorbett knowingly or recklessly failed to disclose that a significant percentage of investor funds would be used to pay the "returns" of earlier investors. The defendants also misappropriated investor funds and lulled investors after the investment into believing that they would receive the promised returns, without having a reasonable basis for those representations. The Commission's complaint charges Blairtorbett and McMinn with violations of the antifraud provisions of Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, and with violations of the registration provisions of Sections 5(a) and 5(c) of the Securities Act. The Commission's complaint seeks orders of permanent injunctions, disgorgement of ill-gotten gains along with prejudgment interest, and civil penalties against the defendants. [SEC v. Dianna Blairtorbett a/k/a Dianna Blair Torbett a/k/a Dianna Blair-Torbett, Individually and d/b/a McMinn Consultants, and McMinn Consultants, Limited, Civil Action No. 1:02-CV-384, E.D. Tenn.] (LR-17919) SEC FILES INJUNCTIVE ACTION AND OBTAINS ASSET FREEZE AGAINST FRANK JOHNSON, MILTON VAUGHN AND CARLOS FERNANDEZ ALFARO IN CONNECTION WITH FRAUDULENT PRIME BANK OFFERING The Commission today announced the filing on Dec. 16, 2002, of civil fraud charges against Frank R. Johnson and Milton E. Vaughn, both of Alabama, and the entity they operated, Asset Recovery and Management Trust (ARM Trust) in connection with a fraudulent prime bank offering scheme that raised at least $900,000 from investors between November 1999 and July 2000. The SEC also charged Carlos Fernandez Alfaro, a Costa Rican national, in the scam. The action was filed in the U.S. District Court for the Middle District of Alabama an on December 18, 2002, after a hearing, the court ordered the defendants' assets frozen. The SEC alleges in its complaint that Johnson, Vaughn and Alfaro, through ARM Trust's website and other communications, promised investors exorbitant returns through high yield trading programs operated by ARM Trust. According to the SEC's complaint, these representations were false because such high yield trading programs do not exist and the defendants misappropriated or otherwise failed to return investors' funds. The SEC charged that, until as late as January 2002, defendants continued to lull investors into believing the trading programs were making substantial money. As a result of the defendants' representations, between November 1999 and July 2002, the defendants defrauded hundreds of U.S. investors of at least $900,000. The SEC alleged in its complaint that defendants ARM Trust, Johnson, Vaughn and Alfaro violated Sections 5(a), 5(c) and 17(a) of the Securities Exchange Act of 1933 and section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission is seeking injunctive relief, disgorgement and civil penalties against all defendants. [SEC v. Asset Recovery and Management Trust, S.A., Frank Ray Johnson, Milton E. Vaughn, and Carlos Fernandez Alfaro, C.A. No. 02- W1372-N, MD Ala.] (LR-17920) HOLDING COMPANY ACT RELEASES DOMINION RESOURCES, INC. A notice has been issued giving interested persons until Jan. 27 to request a hearing on a proposal by Dominion Resources, Inc. (DRI), a registered holding company. DRI requests authorization to continue its process of divesting the holdings of its subsidiary Dominion Capital, Inc., through Jan. 28, 2006. (Rel. 35-27635) SELF-REGULATORY ORGANIZATIONS DELISTINGS GRANTED An order has been issued granting the application of the American Stock Exchange to strike from listing and registration the Common Stock, $.001 par value, of Seven Seas Petroleum, Inc., effective at the opening of business on Jan. 8. (Rel. 34-47133) An order has been issued granting the application of the American Stock Exchange to strike from listing and registration the Common Stock, no par value, of Aimglobal Technologies Company, Inc., effective at the opening of business on Jan. 8. (Rel. 34-47134) SECURITIES ACT REGISTRATIONS The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue. Registration statements may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . S-3 ACCREDO HEALTH INC, 1640 CENTURY CENTER PARKWAY, SUITE 101, MEMPHIS, TN, 38134, 9013853688 - 0 ($500,000,000.00) Unallocated (Universal) Shelf, (File 333-102372 - Jan. 7) (BR. 01) S-3 AMERICAN EXPRESS CREDIT CORP, ONE CHRISTINA CENTRE 301 N WALNUT STREET, SUITE 1002, WILMINGTON, DE, 19801-2919, 3025943350 - 15,000,000,000 ($1.00) Non-Convertible Debt, (File 333-102373 - Jan. 7) (BR. 07) S-8 ECLIPSE ENTERTAINMENT GROUP INC, 10900 NE 8TH ST, STE 900, BELLEVUE, WA, 98004, 4259905969 - 1,500,000 ($135,000.00) Equity, (File 333-102380 - Jan. 7) (BR. 05) S-8 AMERICAN VANGUARD CORP, 4695 MACARTHUR COURT, NEWPORT BEACH, CA, 92660, 9492601200 - 0 ($2,191,908.00) Equity, (File 333-102381 - Jan. 7) (BR. 02) N-2 PEOPLES AVENGER FUND BUSINESS TRUST, 1382 LEIGH CT., WEST LIN, OR, 97068, 50,000 ($250,000,000.00) Equity, (File 333-102382 - Jan. 7) (BR. 22) S-8 BANK OF GRANITE CORP, PO BOX 128, 23 NORTH MAIN STREET, GRANITE FALLS, NC, 28630, 7043963141 - 400,000 ($7,104,000.00) Equity, (File 333-102383 - Jan. 7) (BR. 07) S-3 VISTA GOLD CORP, 7961 SHAFFER PKWY, SUITE 5, LITTLETOWN, CO, 80127, 3036292450 - 3,012,409 ($11,929,140.00) Equity, (File 333-102384 - Jan. 7) (BR. 04) S-8 DICKS SPORTING GOODS INC, 200 INDUSTRY DR, PITTSBURGH, PA, 15275, 4128090100 - 9,933,000 ($176,639,746.00) Equity, (File 333-102385 - Jan. 7) (BR. 02) S-8 LARK TECHNOLOGIES INC, 9441 W. SAM HOUSTON PKWY. SOUTH, STE 103, HOUSTON, TX, 77099, 7137793663 - 1,000,000 ($1,600,000.00) Equity, (File 333-102386 - Jan. 7) (BR. 01) S-3 JARDEN CORP, 555 THEODORE FREMD AVE, RYE, NY, 10580, 914 967 9400 - 0 ($150,000,000.00) Other, (File 333-102387 - Jan. 7) (BR. 06) S-3 SOUTHERN UNION CO, 504 LAVACA ST 8TH FL, AUSTIN, TX, 78701, 5124775852 - 0 ($800,000,000.00) Unallocated (Universal) Shelf, (File 333-102388 - Jan. 7) (BR. 02) S-8 SANGUINE CORP, 101 EAST GREEN ST, #11, PASADENA, CA, 91105, 8184050079 - 7,500,000 ($375,000.00) Equity, (File 333-102389 - Jan. 7) (BR. 01) S-3 PINNACLE SYSTEMS INC, 280 N BERNARDO AVE, MOUNTAIN VIEW, CA, 94043, 6502371600 - 0 ($15,766,196.64) Equity, (File 333-102390 - Jan. 7) (BR. 36) S-3 P COM INC, 3175 S WINCHESTER BLVD, CAMPBELL, CA, 95008, 4088663666 - 0 ($1,298,499.93) Equity, (File 333-102391 - Jan. 7) (BR. 37) S-3 CRAY INC, 411 FIRST AVE SOUTH, SUITE 600, SEATTLE, WA, 98104-2860, 2067012000 - 150,000 ($1,131,000.00) Equity, (File 333-102392 - Jan. 7) (BR. 03) S-3 BLUE RHINO CORP, 104 CAMBRIDGE PLAZA DRIVE, WINSTON SALEM, NC, 27104, 3366596900 - 0 ($23,753,800.00) Equity, (File 333-102393 - Jan. 7) (BR. 02) S-8 BLUE RHINO CORP, 104 CAMBRIDGE PLAZA DRIVE, WINSTON SALEM, NC, 27104, 3366596900 - 0 ($26,271,620.00) Equity, (File 333-102394 - Jan. 7) (BR. 02) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ------------------------------------------------------------------------------------ 3DO CO DE X X 12/27/02 7 ELEVEN INC TX X 01/07/03 ACCRED HOME LNDRS INC AC MOR LN TR 20 DE X X 12/26/02 ACCREDO HEALTH INC DE X 01/07/03 ACE SECURITIES CORP HOME EQUITY LOAN DE X X 12/26/02 ADMIRALTY BANCORP INC DE X X 01/06/03 AEHR TEST SYSTEMS CA X 01/06/03 ALLIED HEALTHCARE PRODUCTS INC DE X 01/03/03 AMERICAN MEDIA OPERATIONS INC DE X X 01/06/03 AMERICAN WATER STAR INC NV X X 12/23/02 AMERIQUEST MORTGAGE SEC INC ASST BACK DE X X X 12/20/02 AMERIVEST PROPERTIES INC MD X X 12/23/02 APA OPTICS INC /MN/ MN X X 01/06/03 AUTEO MEDIA INC NV X 01/07/02 AVANIR PHARMACEUTICALS CA X X 12/24/02 BANC ONE FINANCIAL SERVICES HOME EQUI NY X X 12/26/02 BE AEROSPACE INC DE X 01/07/03 BEA SYSTEMS INC DE X X 01/07/03 BEAR STEARNS ARM TRUST MORTGAGE PASS NY X X 12/26/02 BIODELIVERY SCIENCES INTERNATIONAL IN IN X X 12/16/02 BMC SOFTWARE INC DE X X 01/07/03 BRANTLEY CAPITAL CORP MD X X 01/03/03 BROOKE CORP KS X X 12/23/02 BUCKEYE TECHNOLOGIES INC DE X 12/31/02 CAPITAL AUTO RECEIVABLES INC DE X X 01/07/03 CAPITAL TITLE GROUP INC DE X X 01/06/03 CEDAR FAIR L P DE X 01/01/03 CEDAR INCOME FUND LTD /MD/ MD X X 12/24/02 CENTERPOINT ENERGY INC X X 01/06/03 CENTIV INC GA X X 01/02/03 CERNER CORP /MO/ DE X X 01/06/03 CHASE MORTGAGE FINANCE CORP DE X X 12/23/02 CIGNA CORP DE X X 01/07/03 CITIFINANCIAL MORTGAGE SECURITIES INC DE X X 12/26/02 CLEAR CHANNEL COMMUNICATIONS INC TX X 01/06/03 CNL RETIREMENT PROPERTIES INC MD X X X 12/20/02 AMEND COMMUNITY CAPITAL CORP /SC/ SC X X 01/02/03 COMMUNITYCORP X X 01/02/03 COMTEX NEWS NETWORK INC NY X X 12/31/02 CONCERO INC DE X 01/07/03 CONSTELLATION BRANDS INC DE X 01/06/03 COVAD COMMUNICATIONS GROUP INC DE X 01/01/03 CREDIT & ASSET REPACKAGING VEHICLE CO DE X 01/01/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 01/07/02 CYCOMM INTERNATIONAL INC WY X 12/31/02 CYGNUS INC /DE/ DE X X 01/07/03 DATA TRANSLATION INC /NEW/ DE X X 01/07/03 DDI CORP CA X 12/31/02 DELCO REMY INTERNATIONAL INC DE X 01/07/03 DELHAIZE AMERICA INC NC X X 12/20/02 DIRECT INSITE CORP DE X X 12/24/02 DOLLAR TREE STORES INC VA X 12/31/02 E TRADE GROUP INC DE X X 12/23/02 EATERIES INC OK X X 12/23/02 ELECTRONIC DATA SYSTEMS CORP /DE/ DE X X 01/07/03 ENESCO GROUP INC MA X 01/07/03 ERIE INDEMNITY CO PA X 01/07/03 EUROPEAN TECHNOLOGY ENTERPRISES INC / X X 09/12/02 AMEND EXTREME NETWORKS INC DE X X 01/06/03 FAMOUS FIXINS INC NY X X 12/31/02 FIRST AVIATION SERVICES INC DE X 01/06/03 FIRST HORIZON ASSET SEC INC MORT PAS DE X 12/25/02 FIRST HORIZON ASSET SEC INC MORT PASS DE X 12/25/02 FIRST RELIANCE BANCSHARES INC SC X X 01/02/03 FIRST SOUTH BANCORP INC /VA/ VA X X 01/07/03 FISHER SCIENTIFIC INTERNATIONAL INC DE X X 01/07/03 FMC TECHNOLOGIES INC X X 01/07/03 GERBER SCIENTIFIC INC CT X 01/07/03 GLOBAL EXPRESS CAPITAL REAL ESTATE IN X X 01/06/03 GLOBAL MEDICAL PRODUCTS HOLDINGS INC NV X X X 01/02/03 GS MORTGAGE SECURITIES CORP DE X X 01/06/03 HALLIBURTON CO DE X 01/07/03 HCSB FINANCIAL CORP SC X 01/02/03 HEALTH SYSTEMS SOLUTIONS INC ID X X X X 10/22/02 AMEND HEI INC MN X X 01/07/03 HILLENBRAND INDUSTRIES INC IN X X 12/31/02 HOME EQ LOAN TRUST SER 2002 CIT1 ASST DE X X 12/26/02 HOME SOLUTIONS OF AMERICA INC DE X X X 12/31/02 HOMESTORE INC DE X 01/07/03 HORMEL FOODS CORP /DE/ DE X 12/30/02 HUB INTERNATIONAL LTD X X X 12/30/02 IMPAC CMB TRUST SERIES 2002-8 DE X 11/27/02 IMPROVENET INC DE X X X 12/23/02 IMPULSE MEDIA TECHNOLOGIES INC CO X 01/06/03 AMEND INDYMAC MBS INC RESIDENTIAL ASSET SEC X 10/25/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 11/25/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X 12/26/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X X 08/29/02 INDYMAC MBS INC RESIDENTIAL ASSET SEC X X 06/27/02 INSPIRE PHARMACEUTICALS INC DE X 01/07/03 INSURANCE MANAGEMENT SOLUTIONS GROUP FL X X 01/03/03 INTERLIANT INC DE X X 12/20/02 INTERMUNE INC DE X X 01/07/03 INTUIT INC DE X 01/02/03 INVESTORS REAL ESTATE TRUST ND X 12/16/02 JLG INDUSTRIES INC PA X X 01/06/03 JP MORGAN CHASE COM MORT SEC CORP PT DE X X 12/23/02 KRUPP GOVERNMENT INCOME TRUST MA X 12/31/02 KRUPP GOVERNMENT INCOME TRUST-II MA X 11/25/02 KRUPP INSURED MORTGAGE LIMITED PARTNE MA X 12/31/02 LABORATORY CORP OF AMERICA HOLDINGS DE X 01/07/03 LECROY CORP DE X X 01/06/03 LEHMAN ABS CORP DE X X 11/15/02 LEHMAN ABS CORP DE X X 11/15/02 LEHMAN ABS CORP DE X X 12/01/02 LIBBEY INC DE X 01/06/03 LUCAS EDUCATIONAL SYSTEMS INC DE X X 12/23/02 MAXIMUM DYNAMICS INC X X X 12/27/02 AMEND MC SHIPPING INC X 01/07/03 MEADWESTVACO CORP DE X X 01/02/03 MEDICAL ACTION INDUSTRIES INC DE X 01/06/03 AMEND MERRILL LYNCH DEPOSITOR INC DE X X 12/20/02 MERRILL LYNCH DEPOSITOR INC PREFERRED NY X X 12/16/02 MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 12/16/02 MERRILL LYNCH DEPOSITOR PREFERREDPLUS DE X X 12/16/02 MIDDLEBY CORP DE X X 12/23/02 MIDWEST BANC HOLDINGS INC DE X X 12/16/02 AMEND MONEY STORE ASSET BACKED CERTIFICATES X X 12/16/02 MONEY STORE HOME EQUITY LOAN TRUST 19 NJ X X 12/16/02 MONEY STORE HOME IMPROVEMENT LOAN BAC X X 12/16/02 MONEY STORE RESIDENTIAL TRUST 1998-I NJ X X 12/16/02 MONEY STORE TRUST 1998 C X X 12/16/02 MORGAN STANLEY CAPITAL I INC HOME EQ NY X X 12/26/02 MS STRUCTURED ASSET CORP DE X 01/06/03 NASHUA CORP MA X 12/24/02 NATROL INC DE X X 01/07/03 AMEND NELNET STUDENT LOAN FUNDING LLC X X 12/26/02 NEOGEN CORP MI X X 01/07/03 NEOSE TECHNOLOGIES INC DE X X 01/07/03 NEUROTECH DEVELOPMENT CORP DE X X 01/06/03 NEUROTECH DEVELOPMENT CORP DE X 01/02/03 NORTHWESTERN CORP DE X X 01/07/03 NOVASTAR MORTGAGE FUNDING CORP SERIES DE X X 12/26/02 NOVASTAR MORTGAGE FUNDING CORP TRUST DE X X 12/26/02 NOVASTAR MORTGAGE FUNDING TRUST SERIE DE X X 12/26/02 OPTION ONE MORTGAGE ACCEPT CORP ASSET DE X X 12/26/02 OPTION ONE MORTGAGE LOAN TR 2002-1 AS DE X X 12/26/02 ORCHID BIOSCIENCES INC X X 12/19/02 OVERHILL CORP NV X 01/06/03 PEDIATRIC SERVICES OF AMERICA INC DE X X 01/07/03 PEP BOYS MANNY MOE & JACK PA X X 01/07/03 PLAYBOY ENTERPRISES INC DE X X 12/23/02 POMEROY COMPUTER RESOURCES INC DE X 01/06/03 PONTE NOSSA ACQUISITION CORP DE X X 12/20/02 PSYCHIATRIC SOLUTIONS INC DE X X 01/06/03 PUEBLO XTRA INTERNATIONAL INC DE X 01/07/03 AMEND RACI HOLDING INC DE X 01/07/03 RACI HOLDING INC DE X X 01/07/03 RAINING DATA CORP DE X 01/07/03 REDWOOD EMPIRE BANCORP CA X 01/06/03 RENAISSANCE HOME EQUITY LOAN ASSET-BK DE X X 12/26/02 ROCK OF AGES CORP DE X X 01/06/03 ROLLINS INC DE X 01/03/03 SAFE TECHNOLOGIES INTERNATIONAL INC DE X X 01/07/03 SALOMON BROTHERS MORT SEC VII INC SOV DE X X 12/23/02 SCANSOURCE INC SC X X 01/07/03 SECURITY NATIONAL FINANCIAL CORP UT X X 12/23/02 SENTRY TECHNOLOGY CORP X X 12/30/02 SHIRE PHARMACEUTICALS GROUP PLC X X 01/07/03 SHOPKO STORES INC WI X X 01/07/03 SOUTHERN ENERGY HOMES INC DE X X 12/24/02 SPHERION CORP DE X 01/07/03 STORAGE TECHNOLOGY CORP DE X X 01/07/03 STRUCTURED ASSET MORT INV MORT PASS T DE X X 12/26/02 STRUCTURED ASSET SEC CORP MORT PAS TH DE X X 12/26/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 12/26/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 12/25/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 12/26/02 STRUCTURED ASSET SEC CORP MORT PASS T DE X X 12/26/02 STRUCTURED ASSET SEC CORP MORT PASS T X X 12/25/02 STRUCTURED ASSET SEC CORP PASS THROUG DE X X 12/26/02 STRUCTURED ASSET SECURITIES CORP MOR DE X X 12/25/02 STRUCTURED ASSET SECURITIES CORP MOR DE X X 12/25/02 STRUCTURED ASSET SECURITIES CORP MORT DE X X 12/25/02 SUN BANCSHARES INC X X 01/07/03 SYMMETRICOM INC DE X X 01/07/03 SYNQUEST INC X X 01/06/03 TANDYCRAFTS INC DE X X 01/07/03 TEXAS BIOTECHNOLOGY CORP /DE/ DE X 01/07/03 TEXAS GENCO HOLDINGS INC X 01/06/03 THORNBURG MORTGAGE SECURITIES TRUST 2 DE X X 12/25/02 THORNBURG MORTGAGE SECURITIES TRUST 2 DE X X 12/25/02 TIDELANDS BANCSHARES INC X 01/02/03 TIFFANY & CO DE X 01/07/03 TMS MORTGAGE INC NJ X X 12/16/02 TMS MORTGAGE INC NJ X X 12/16/02 TRIANGLE PHARMACEUTICALS INC DE X X 01/06/03 TTR TECHNOLOGIES INC DE X X 01/07/03 TYCO INTERNATIONAL LTD /BER/ D0 X 01/31/03 UNIONBANCAL CORP CA X X 01/06/03 UNITED SURGICAL PARTNERS INTERNATIONA DE X X 01/07/03 US UNWIRED INC LA X X 01/03/03 VENTURENET CAPITAL GROUP INC DE X X 12/23/02 VISUAL NETWORKS INC DE X X 01/07/03 WACHOVIA ASSET SECURITIZATION INC NC X X 12/26/02 WAMU MORTGAGE PASS THROUGH CERT SER 2 DE X 12/23/02 WAMU MORTGAGE PASS THROUGH CERT SERIE DE X 12/20/02 WARNACO GROUP INC /DE/ DE X X 01/06/03 WASHINGTON MUTUAL MSC MORT PAS THR CE DE X 12/23/02 WASHINGTON MUTUAL MSC MORT PASS THRU DE X 12/23/02 WASHINGTON MUTUAL MSC MORTGAGE PASS T DE X 12/20/02 WELLS FARGO ALTERNATIVE LOAN 2002-1 T DE X X 12/26/02 WELLS FARGO ASSET SEC CORP MORGAGE AS DE X X 12/25/02 WELLS FARGO ASSET SEC CORP MORT PASS DE X X 12/25/02 WELLS FARGO ASSET SEC CORP MORT PASS NY X X 12/25/02 WELLS FARGO ASSET SECURITIES CORP MOR DE X X 12/25/02 WELLS FARGO ASSET SECURITIES CORP SER DE X X 12/26/02 WELLS FARGO MORTGAGE BACKED SECURITIE NY X X 12/25/02 WELLS FARGO MORTGAGE BACKED SECURITIE NY X X 12/25/02 WELLS FARGO MORTGAGE BACKED SECURITIE NY X X 12/25/02 WELLS FARGO MORTGAGE BACKED SECURITIE NY X X 12/25/02 WELLS FARGO MORTGAGE BACKED SECURITIE DE X X 12/25/02 WELLS FARGO MORTGAGE BACKED SECURITIE DE X X 12/25/02 WESTCOAST HOSPITALITY CORP WA X 12/31/03 XECHEM INTERNATIONAL INC DE X X 12/16/02 AMEND XTRANA INC DE X X 12/30/02 YELLOW CORP DE X 01/07/03