SEC NEWS DIGEST Issue 2004-132 July 12, 2004 ENFORCEMENT PROCEEDINGS IN THE MATTER OF LARRY STOCKETT An Administrative Law Judge has issued an Order Making Findings and Imposing Remedial Sanction By Default (Default Order) in the Matter of Larry A. Stockett. The Order Instituting Proceedings alleged that on March 4, 2004, a judgment was entered against Larry A. Stockett in the United States District Court for the District of Nevada, permanently enjoining him from violating Sections 5(a) and 5(c) of the Securities Act of 1933, and Sections 10(b), 13(a), 13(d), and 16(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-25, 13a-1, 13a-11, 13a-13, 13d-1, 13d-2, 16a-2, and 16a-3 thereunder. The Default Order finds this allegation to be true and bars Larry A. Stockett from participating in an offering of penny stock. (Rel. 34-49996; File No. 3-11491) SEC BRINGS SETTLED ENFORCEMENT ACTION AGAINST FORMER KARLINS, ARNOLD & CORBITT PARTNER FOR IMPROPER PROFESSIONAL CONDUCT IN CONNECTION WITH AUDIT SERVICES FOR UNISTAR FINANCIAL SERVICE CORP. On July 9, the Commission issued an order instituting public administrative proceedings pursuant to Rule 102(e)(1)(ii) of the Commission's Rules of Practice, making findings, and imposing remedial sanctions against Michael Karlins, CPA. Karlins was a certified public accountant with the firm of Karlins, Arnold & Corbitt, P.C. and was retained to conduct an audit of the financial statements of Unistar Financial Services Corp. in 1999. The Commission found that Karlins engaged in intentional or reckless conduct that resulted in violations of generally accepted auditing standards (GAAS). Due in part to Karlins' conduct, Unistar recorded in excess of $75 million dollars in goodwill and "customer lists" in a related party transaction, which violated Generally Accepted Accounting Principles. As a result, Unistar's financial statements included in its 1998 Form 10-KSB and its Forms 10-QSB for the third quarter of 1998 and the first and second quarters of 1999 were materially misstated. Karlins violated GAAS standards including the general GAAS standard concerning due professional care, the standard of field work relating to sufficient competent evidential matter, and the standard of field work relating to professional skepticism. Without admitting or denying the findings in the Commission's order, Karlins consented to the issuance of an order denying him the privilege of appearing or practicing before the Commission as an accountant, but providing that after three years from the date of the order he may request that the Commission consider his reinstatement. The order was based on a finding that Karlins engaged in improper professional conduct within the meaning of Rule 102(e)(1)(ii) of the Commission's Rules of Practice. (Rel. 34-49997; AAE Rel. 2054; File No. 3-11542) WILMINGTON TRUST COMPANY CONSENTS TO CEASE-AND-DESIST ORDER FOR CAUSING BOOKS AND RECORDS VIOLATIONS On July 12, the Commission instituted an Order Instituting Cease-and- Desist Proceedings, Making Findings, and Imposing a Cease-and-Desist Order Pursuant to Section 203(k) of the Investment Advisers Act of 1940 against Wilmington Trust Company (Wilmington Trust), of Wilmington, Delaware. Without admitting or denying the findings in the Commission's Order, Wilmington Trust consented to a cease-and-desist order. The Commission's Order finds that Wilmington Trust served as custodian for certain assets of an advisory client of Landis Associates, LLC (Landis), a registered investment adviser, and Michael L. Hershey, its president. Pursuant to the custodial agreement, Wilmington Trust was required to prepare account statements reflecting the advisory client's assets held in the custody account. The Order finds that on forty-six occasions from July 1998 through July 2000, the chief financial officer of Tremont Medical, Inc., a private company, with Hershey's approval and authorization, sent false instructions to Wilmington Trust to disburse funds supposedly for the purchase of Tremont common stock, in an amount totaling $8.1 million. In reality, the disbursements were cash advances. In reliance on and in accordance with these instructions, Wilmington Trust recorded these cash advances as the purchase of common stock. As Tremont stock had no readily ascertainable market value, Wilmington Trust then prepared account statements reflecting purchases of common stock at $1.00 per share with a market value of $3.25 per share, assigning these values based on certain prior transactions, without objection from Hershey. Wilmington Trust then sent these statements each month to the advisory client, Hershey and Landis. Wilmington Trust did not obtain stock subscription agreements, stock certificates, or other documents to support these transactions. As a result, the account statements it prepared and sent contained erroneous information about the nature and value of the investments in Tremont. The Order further finds that, in the summer of 2000, with Hershey's knowledge and approval, Tremont issued two notes to the advisory client. These notes operated retroactively and captured the previous cash advances, as well as future transfers of funds. At that time, Wilmington Trust should have but failed to provide the advisory client with statements that reversed the earlier transactions to reflect the conversion to debt. The Order finds that Wilmington Trust was a cause of Landis' violations of Section 204 of the Investment Advisers Act and Rules 204-2(a)(3) and (7) thereunder. These provisions require that registered investment advisers maintain and preserve accurate books and records. Wilmington Trust is ordered to cease and desist from causing any violations and future violations of these provisions. (Rel. IA-2261; File No. 3-11544) PROCEEDINGS UNDER SECTION 15(b) INSTITUTED AGAINST DALE CARONE On July 12, the Commission instituted proceedings pursuant to Section 15(b) of the Securities Exchange Act of 1934 (Exchange Act) against Dale Carone with respect to his association with any broker or dealer. The Division alleges that Carone was enjoined from future violations of Sections 5(a), 5(c) and 17(a) of the Securities of 1933 Act and Sections 10(b) and 15(a) of the Exchange Act and Rule 10b-5 thereunder. The Order alleges that the complaint in the underlying injunctive action alleged that LinkNet, Inc. (LinkNet) and LinkNet de America Latina, Ltd. (Latina), companies that employed Carone, had conducted a fraudulent offering scheme, collectively raising over $17 million and defrauding more than 1900 investors located throughout the United States. The complaint alleged that LinkNet and Latina hired Carone and others to organize and operate a boiler room to solicit investors to purchase securities in LinkNet and Latina. The complaint further alleged that Carone directed the activities of the boiler room and that Carone and others made numerous misrepresentations to investors, including: that a public offering of LinkNet stock was imminent; that LinkNet's stock would shortly be listed on Nasdaq; and that LinkNet and Latina had contracts for the sale of hundreds of millions of minutes of long distance service that would generate millions of dollars in revenue to the companies. The complaint also alleged that Carone and others also failed to disclose that at least thirty percent of the offering proceeds were paid as commissions to the boiler room operations. The complaint finally alleged that Carone acted as an unregistered broker in connection with sales of the stock of LinkNet and Latina, and through the boiler room operations of those issuers. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Carone an opportunity to dispute these allegations, and to determine what sanctions, if any, are appropriate. (Rel. 34-50001; File No. 3-11543) COMMISSION FILES CONTEMPT MOTION AGAINST RICHARD HARKLESS The Commission announced that on June 24, 2004, it filed with the U.S. District Court for the Central District of California an Application for an Order to Show Cause why Richard M. Harkless of Riverside, California should not be held in civil contempt for failing to comply with the Court's Preliminary Injunction and Orders of March 8, 2004. According to the SEC's court papers, Harkless has not complied with the court's orders to provide accountings to the SEC and repatriate assets to the United States. According to the SEC, Harkless also has dissipated assets and taken action on behalf of co-defendant Mx Factors, LLC without the consent of the court or the court-appointed receiver, in direct contravention of the March 8th orders. Should the Court hold Harkless in civil contempt, the SEC asked that the Court impose a sanction sufficiently coercive to compel his compliance with the orders. Specifically, the SEC asked the Court to incarcerate Harkless, levy a daily fine, and confiscate his passport until Harkless complies with the orders. The Court set a hearing for July 15 at 10:00 a.m. on the Commission's contempt application. According to the SEC's contempt application, since March 8, 2004, at least $264,290 has been transferred from Mx Factors-related bank accounts in Belize to Olocun, S.A. de C.V., a crab fishing operation run by Harkless in Ensenada, Mexico. Harkless also has failed to provide the receiver with access to any of Mx's records still in his possession or under his control and has failed to provide the SEC with accountings, even though he was to have delivered them to the SEC by March 18, 2004. In addition, Harkless has not repatriated any assets or other property held in foreign locations, even though he was required to repatriate those assets over three months ago. The SEC also presented the Court with evidence that Harkless traveled outside the United States recently. The SEC filed a complaint against Harkless and his co-defendants on Feb. 26, 2004, in federal court in Riverside, alleging that the defendants fraudulently induced at least 247 investors nationwide and in Mexico to invest over $35 million in the notes of Mx Factors, which purportedly paid a "guaranteed" return of 12% in 60 or 90 days. Mx Factors actually was operating a Ponzi scheme and used at least $19.9 million in new investor funds to pay existing investors. The SEC obtained orders freezing each of the defendants' assets, appointing a permanent receiver over Mx Factors, BBH Resources, LLC and JTL Financial, LLC, requiring Mx Factors and Harkless to repatriate assets from abroad, and preliminarily enjoining all of the defendants from future violations of the securities registration and antifraud provisions of the federal securities laws, Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The orders also preliminarily enjoined defendants BBH Resources, JTL Financial, Daniel J. Berardi, Jr., Thomas Hawkesworth, and Randall W. Harding from future violations of the broker-dealer registration provisions. The SEC also seeks other relief, including disgorgement and civil penalties, against all defendants. In June, Berardi, Hawkesworth and Harding consented to permanent injunctions against future violations of the securities laws as well as permanent bars from associating with any broker or dealer. [SEC v. Mx Factors, LLC, et al., Civil Action No. EDCV-04-223-VAP (SGLx) (C.D. Cal.)] (LR-18779) CORRECTIONS AND ADDITIONS ADDITIONAL INFORMATION A litigation cite should have been included in an article in the July 9th issue of the Digest entitled "SEC BRINGS SETTLED ENFORCEMENT ACTION AGAINST AUDIT FIRM LEVINE, HUGHES, AND MITHUEN, INC. IN CONNECTION WITH AUDIT SERVICES FOR SPORT-HALEY, INC.". The cite is as follows: [SEC v. Levine, Hughes, and Mithuen, Inc. Civ. Action No. 04-N-1422 (CBS) (District of Colorado)] (LR-18778; AAE Rel. 2055) INVESTMENT COMPANY ACT RELEASES AXP VARIABLE PORTFOLIO FUNDS, ET AL. An order has been issued pursuant to Section 6(c) of the Investment Company Act to AXP Variable Portfolio-Income Series, Inc., AXP Variable Portfolio-Investment Series, Inc., AXP Variable Portfolio-Managed Series, Inc., AXP Variable Portfolio-Money Market Series, Inc., AXP Variable Portfolio-Partners Series, Inc., AXP Variable Portfolio-Select Series, Inc. (AXP VP Funds) and American Express Financial Corporation (AEFC) granting exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the AXP VP Funds and shares of any other existing or future investment company that is designed to fund insurance products and for which AEFC or any of its affiliates may serve in the future as investment adviser, investment manager, subadviser, principal underwriter, sponsor or administrator (Future Funds) (together with AXP VP Funds, a "Fund"), or to permit shares of any existing or future series of any Fund (individually, a "Portfolio") to be sold and held by: (a) separate accounts funding variable annuity and variable life insurance contracts issued by both affiliated and unaffiliated life insurance companies; (b) qualified pension and retirement plans outside of the separate account context; (c) separate accounts that are not registered as investment companies under the Act pursuant to exemptions from registration under Section 3(c) of the Act; (d) any investment manager to a Portfolio and affiliates thereof that is permitted to hold shares of a Portfolio consistent with the requirements of regulations issued by the Treasury Department, specifically Treasury Regulation 1.817-5 and (e) any other person permitted to hold shares of the Portfolios pursuant to Treasury Regulation 1.817-5. (Rel. IC-26495 - July 9) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES The Options Clearing Corporation filed a proposed rule change (SR-OCC- 2004-07) amending OCC's By-laws and Rules with respect to exercises and assignments of foreign currency options, which became effective upon filing. Publication of the proposal is expected in the Federal Register during the week of July 12. (Rel. 34-49987) The Fixed Income Clearing Corporation filed a proposed rule change (SR- FICC-2004-12) under Section 19(b)(1) of the Exchange Act, which became effective upon filing, to amend the fee structure of the Government Securities Division regarding late notifications of repo collateral substitutions and to designate an additional high volume repo substitution day trigger. Publication of the notice is expected in the Federal Register during the week of July 12. (Rel. 34-49989) A proposed rule change filed by the Chicago Stock Exchange to reinstate and extend a pilot rule interpretation relating to trading of Nasdaq/National Market Securities in subpenny increments has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice is expected in the Federal Register during the week of July 12. (Rel. 34-49994) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change submitted (SR-NYSE-2004- 07) by the New York Stock Exchange and Amendment No. 1 thereto relating to the Listed Company Manual's requirement that companies make certain paper filings. (Rel. 34-49988) PROPOSED RULE CHANGES The Chicago Board Options Exchange filed a proposed rule change and Amendment Nos. 1, 2 and 3 thereto (SR-CBOE-2003-39) to establish a one- year pilot program that would allow market makers to quote a size of less than ten contracts under certain limited circumstances. Publication of the notice is expected in the Federal Register during the week of July 12. (Rel. 34-49990) The American Stock Exchange filed a proposed rule change (SR-Amex-2004- 49) to allow Amex Hearing Officers to preside over default and settlement proceedings without empanelling members of the Hearing Board to serve on an Amex Disciplinary Panel. Publication of the notice in the Federal Register is expected during the week of July 12. (Rel. 34- 49991) ACCELERATED APPROVAL OF PROPOSED RULE CHANGE The Commission granted accelerated approval to a proposed rule change and Amendment Nos. 1 and 2 thereto (SR-CBOE-2004-28) submitted by the Chicago Board Options Exchange relating to enhanced corporate governance requirements for listed companies. Publication of the proposal is expected in the Federal Register during the week of July 12. (Rel. 34- 49995) 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-8 COMMERCE ENERGY GROUP INC, 15901 RED HILL AVENUE, SUITE 100, TUSTIN, CA, 92780, 7142580470 - 0 ($16,889,415.90) Equity, (File 333-117246 - Jul. 9) (BR. 02) S-8 GRAY TELEVISION INC, 4370 PEACHTREE ROAD NE, ALBANY, GA, 30319, 9128889390 - 0 ($75,315,097.00) Equity, (File 333-117248 - Jul. 9) (BR. 37) S-8 ZALE CORP, 901 W WALNUT HILL LN, MS 6B-3, IRVING, TX, 75038, 9725804000 - 0 ($156,480,000.00) Equity, (File 333-117249 - Jul. 9) (BR. 02) S-8 ANTARES PHARMA INC, 707 EAGLEVIEW BOULEVARD, SUITE 414, EXTON, PA, 19341, 610-458-6200 - 3,000,000 ($2,610,000.00) Equity, (File 333-117250 - Jul. 9) (BR. 36) S-8 K-SEA TRANSPORTATION PARTNERS LP, 0 ($16,736,000.00) Equity, (File 333-117251 - Jul. 9) (BR. 05) SB-2 CASH TECHNOLOGIES INC, 1434 WEST 11TH STREET, LOS ANGELES, CA, 90015, 2137452000 - 0 ($5,359,696.00) Equity, (File 333-117252 - Jul. 9) (BR. 08) S-8 VTEX ENERGY INC, 8303 SOUTHWEST FREEWAY, SUITE 950, HOUSTON, TX, 77074, 713-773-3284 - 500,000 ($200,000.00) Equity, (File 333-117253 - Jul. 9) (BR. 04) F-6 51job, Inc., 21ST FLOOR, WEN XIN PLAZA, 755 WEI HAI ROAD, SHANGHAI, F4, 200041, 8621-3201-4888 - 0 ($5,000,000.00) ADRs/ADSs, (File 333-117254 - Jul. 9) (BR. 08) S-8 VILLAGEWORLD COM INC, 620 JOHNSON AVE, SUITE 1B, BOHMIA, NY, 11716, 6312180700 - 15,000,000 ($825,000.00) Equity, (File 333-117255 - Jul. 9) (BR. 05) S-3 GMX RESOURCES INC, ONE BENHAM PLACE, SUITE 600, OKLAHOMA CITY, OK, 73114, 4056000711 - 1,100,000 ($7,634,000.00) Equity, (File 333-117256 - Jul. 9) (BR. 04) SB-2 BECOMING ART INC, 2,884,550 ($2,884,550.00) Equity, (File 333-117257 - Jul. 9) (BR. 09) S-8 PEP BOYS MANNY MOE & JACK, 3111 W ALLEGHENY AVE, PHILADELPHIA, PA, 19132, 2152299000 - 2,000,000 ($49,220,000.00) Equity, (File 333-117258 - Jul. 9) (BR. 02) SB-2 VIDEOLOCITY INTERNATIONAL INC, 1762-A PROSPECTOR DR, PARK CITY, UT, 84060, 801-230-0839 - 19,314,099 ($15,644,420.19) Equity, (File 333-117259 - Jul. 9) (BR. 37) S-3 REINSURANCE GROUP OF AMERICA INC, 1370 TIMBERLAKE MANOR PARKWAY, CHESTERFIELD, MO, 63017-6039, 6367367000 - 0 ($642,548,750.00) Unallocated (Universal) Shelf, (File 333-117261 - Jul. 9) (BR. 01) S-8 TELEWEST GLOBAL INC, C/O CT CORPORATION SYSTEM, 1209 ORANGE STREET, WILMINGTON, DE, 19801, 442072995096 - 24,500,000 ($245,000,000.00) Equity, (File 333-117262 - Jul. 9) (BR. 37) S-4 VICORP RESTAURANTS INC, 400 W 48TH AVE, DENVER, CO, 80216, 3032962121 - 0 ($126,530,000.00) Non-Convertible Debt, (File 333-117263 - Jul. 9) (BR. 05) S-3 EVERGREEN SOLAR INC, 259 CEDAR HILL STREET, MARLBORO, MA, 01752, 508-357-2221 - 10,086,686 ($32,068,216.00) Equity, (File 333-117264 - Jul. 9) (BR. 36) S-8 INTERMOUNTAIN COMMUNITY BANCORP, 0 ($18,282,961.00) Equity, (File 333-117265 - Jul. 9) (BR. 07) S-1 ATC HEALTHCARE INC /DE/, 1983 MARCUS AVE, STE E122, LAKE SUCCESS, NY, 11042, 5167501600 - 13,078,182 ($6,669,872.82) Equity, (File 333-117266 - Jul. 9) (BR. 01) N-2 MUNIVEST FUND INC, P O BOX 9011, PRINCETON, NJ, 08543-9011, 6092822467 - 3,000 ($75,000,000.00) Equity, (File 333-117267 - Jul. 9) (BR. 17) S-1 VICOM INC, 9449 SCIENCE CENTER DR, NEW HOPE, MN, 55428, 6125043000 - 2,204,500 ($2,931,985.00) Equity, (File 333-117268 - Jul. 9) (BR. 37) S-3 MONROE BANCORP, 210 E KIRKWOOD AVE, BLOOMINGTON, IN, 47401, 8123360201 - 300,000 ($4,915,500.00) Equity, (File 333-117270 - Jul. 9) (BR. 07) N-2 MUNIYIELD FUND INC, 800 SCUDDERS MILL RD, PLAINSBORO, NJ, 08543-9011, 6092822800 - 2,280 ($57,000,000.00) Equity, (File 333-117271 - Jul. 9) (BR. 17) S-8 REGIONS FINANCIAL CORP, 417 N 20TH ST, BIRMINGHAM, AL, 35202, 205-944-1300 - 0 ($2,488,383,614.00) Equity, 0 ($200,000,000.00) Other, (File 333-117272 - Jul. 9) (BR. 07) S-8 CALIPER LIFE SCIENCES INC, 68 ELM STREET, ., HOPKINTON, MA, 01748, 508-435-9500 - 0 ($2,205,563.70) Equity, (File 333-117273 - Jul. 9) (BR. 36) S-1 Eagle Test Systems, Inc., 620 SOUTH BUTTERFIELD ROAD, MUNDELEIN, IL, 60060, (847)367-8282 - 0 ($166,750,000.00) Equity, (File 333-117274 - Jul. 9) (BR. ) S-1 CITIGROUP DIVERSIFIED FUTURES FUND LP, 390 GREENWICH STREET, 7TH FLOOR, NEW YORK, NY, 10013, 2127235424 - 0 ($894,520,000.00) Limited Partnership Interests, (File 333-117275 - Jul. 9) (BR. 08) S-8 AMERICAN ORIENTAL BIOENGINEERING INC, NO.12 JIANCE ROAD, NANGANG DISTRICT, HARBIN, CHINA, C1, 15008, 86-451-666-6601 - 700,000 ($1,190,000.00) Equity, (File 333-117276 - Jul. 9) (BR. 01) S-1 ARBINET THEXCHANGE INC, 33 WHITEHALL ST, NEW YORK, NY, 10004, 9177979060 - 0 ($115,000,000.00) Equity, (File 333-117278 - Jul. 9) (BR. ) S-1 PIONEER DRILLING CO, 9310 BROADWAY BLDG I, SAN ANTONIO, TX, 78217, 5128287689 - 0 ($74,908,138.80) Equity, (File 333-117279 - Jul. 9) (BR. 04) SB-2 Furio Resources Inc., SUITE 212-2927, 1802 NORTH CARSON STREET, CARSON CITY, NV, 89701, (604) 689-8336 - 2,831,000 ($566,200.00) Equity, (File 333-117280 - Jul. 9) (BR. ) S-8 AMERIRESOURCE TECHNOLOGIES INC, 9138599292 - 150,000,000 ($412,500.00) Equity, (File 333-117281 - Jul. 9) (BR. 04) S-4 ASSOCIATED BANC-CORP, 1200 HANSEN ROAD, GREEN BAY, WI, 54304, 9204917015 - 0 ($576,484,705.00) Equity, (File 333-117282 - Jul. 9) (BR. 07) S-4 WACHOVIA CORP NEW, ONE FIRST UNION CTR, CHARLOTTE, NC, 28288-0013, 7043746565 - 318,000,000 ($12,198,480,000.00) Equity, (File 333-117283 - Jul. 9) (BR. 07) S-4 US UNWIRED INC, CM TOWER SUITE 1900, ONE LAKESHORE DRIVE, LAKE CHARLES, LA, 70629, 3184369000 - 0 ($360,000,000.00) Non-Convertible Debt, (File 333-117284 - Jul. 9) (BR. 37) N-2 BlackRock Strategic Opportunity Trust, 100 BELLEVUE PARKWAY, WILMINGTON, DE, 19809, 888-825-2257 - 100,000 ($2,000,000.00) Equity, (File 333-117285 - Jul. 9) (BR. ) S-4 CURATIVE HEALTH SERVICES INC, 150 MOTOR PARKWAY, HAUPAGUE, NY, 11788-5145, 6312327000 - 0 ($185,000,000.00) Other, (File 333-117286 - Jul. 9) (BR. 01) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ ABBOTT LABORATORIES IL X X 07/09/04 ADESA INC X X 07/09/04 ADVANCED MEDICAL OPTICS INC DE X X 06/26/04 AF FINANCIAL GROUP X X 07/09/04 ALASKA AIR GROUP INC DE X 07/09/04 ALBERTSONS INC /DE/ DE X 07/08/04 ALLERGAN INC DE X X 07/09/04 ALTRIA GROUP INC VA X X 07/09/04 AMERICAN AIRLINES INC DE X 07/09/04 AMERICAN BUILDING CONTROL INC DE X 07/06/04 AMERICAN EAGLE OUTFITTERS INC DE X X 07/07/04 AMERICAN FINANCIAL REALTY TRUST X X 07/09/04 AMERICAN GOLDFIELDS INC NV X 06/30/04 AMERICAN OIL & GAS INC NV X X 07/09/04 AMERICAN RIVER BANKSHARES CA X X 07/08/04 AMKOR TECHNOLOGY INC DE X 06/29/04 AMR CORP DE X 07/09/04 ANALYTICAL SURVEYS INC CO X X 07/09/04 ANGELES OPPORTUNITY PROPERTIES LTD CA X X 06/25/04 APPLIED MICRO CIRCUITS CORP DE X 05/05/04 AMEND ASIA PAYMENT SYSTEMS NV X X 07/09/04 Asset Back Pass-Through Certificates, DE X 07/09/04 ASSET BACKED FUNDING CORP DE X X 07/09/04 ATLANTIC SYNERGY INC NV X X X X 07/02/04 ATLANTIC SYNERGY INC NV X X X X 07/02/04 AMEND BAKBONE SOFTWARE INC X 07/09/04 BMC INDUSTRIES INC/MN/ MN X X 06/23/04 BNP RESIDENTIAL PROPERTIES INC MD X X 06/29/04 BOEING CAPITAL CORP DE X X 06/24/04 BOYD GAMING CORP NV X X X 07/01/04 BROOKLINE BANCORP INC DE X X X 07/07/04 BWAY CORP DE X X X 07/07/04 CANEUM INC NV X X 07/08/04 CAPITALSOURCE INC DE X 06/30/04 CATALINA MARKETING CORP/DE DE X X 07/08/04 CBL & ASSOCIATES PROPERTIES INC DE X 06/30/04 CELERITEK INC/CA CA X X 07/08/04 CENDANT CORP DE X X X 07/08/04 CENTERPOINT PROPERTIES TRUST MD X X 07/07/04 CENTURY ALUMINUM CO DE X X 04/27/04 AMEND CHASE FUNDING INC NY X X 06/25/04 CHASE MORTGAGE FINANCE CORP DE X X 06/25/04 Citigroup Commercial Mortgage Trust 2 DE X X 06/24/04 CITIZENS & NORTHERN CORP PA X X 06/30/04 CITY NATIONAL BANCSHARES CORP NJ X X 06/25/04 CLICKSOFTWARE TECHNOLOGIES LTD L3 X 07/09/04 CLICKSOFTWARE TECHNOLOGIES LTD L3 X X 07/09/04 CNE GROUP INC DE X 07/09/04 COLONY BANKCORP INC GA X X 07/09/04 COMMERCE BANCORP INC /NJ/ NJ X 07/09/04 CONEXANT SYSTEMS INC DE X 07/06/04 CORINTHIAN COLLEGES INC X 07/09/04 COUNTRYWIDE FINANCIAL CORP DE X 06/30/04 CRITICAL PATH INC CA X X 07/08/04 CROWN CASTLE INTERNATIONAL CORP DE X X 06/28/04 CTI MOLECULAR IMAGING INC DE X X 07/09/04 CTS CORP IN X X 07/09/04 DANA CORP VA X X 07/09/04 DATALOGIC INTERNATIONAL INC DE X X 06/25/04 DEEP WELL OIL & GAS INC NV X 07/08/04 DELTA & PINE LAND CO DE X X 07/09/04 DELUXE CORP MN X X 06/25/04 DIGITAL RECORDERS INC NC X X 07/08/04 DILLARDS INC DE X X 07/08/04 DIRECT WIRELESS COMMUNICATIONS INC TX X 07/07/04 DIRECT WIRELESS COMMUNICATIONS INC TX X 07/08/04 DISCOVERY LABORATORIES INC /DE/ DE X X 07/08/04 DIVINE INC DE X X 06/19/04 DUANE READE INC DE X 07/09/04 EL PASO CORP/DE DE X X 07/09/04 EL PASO PRODUCTION HOLDING CO DE X X 07/09/04 EMISPHERE TECHNOLOGIES INC DE X X 07/08/04 EMPIRE RESORTS INC DE X X 07/08/04 ESTERLINE TECHNOLOGIES CORP DE X X 07/08/04 EVANS SYSTEMS INC TX X X 07/01/04 EXELON CORP PA X 06/29/04 FACTORY CARD OUTLET CORP DE X X 07/08/04 FEDERAL SIGNAL CORP /DE/ DE X X 07/09/04 FFLC BANCORP INC DE X 07/09/04 FINANCIAL INDUSTRIES CORP TX X X 07/09/04 FIRST AMERICAN CAPITAL CORP /KS KS X X 07/08/04 First Franklin Mortgage Loan Trust 20 X X 06/24/04 FIRST LITCHFIELD FINANCIAL CORP DE X 07/08/04 FIRST MIDWEST BANCORP INC DE X 07/09/04 FIRST RELIANCE BANCSHARES INC SC X 07/08/04 FOOTSTAR INC DE X X 07/08/04 FRANKLIN CAPITAL CORP DE X X 07/06/04 FREDS INC TN X X 07/01/04 FRISCHS RESTAURANTS INC OH X 07/09/04 GENERAL ELECTRIC CO NY X X 07/09/04 GENERAL ELECTRIC CO NY X X 07/09/04 GENERAL ELECTRIC CO NY X X 07/09/04 GENLYTE GROUP INC DE X X 07/08/04 GENWORTH FINANCIAL INC DE X 07/09/04 GENWORTH FINANCIAL INC DE X 07/09/04 AMEND GMX RESOURCES INC OK X X 07/08/04 GOLD BANC CORP INC KS X 07/09/04 GOLDEN PATRIOT CORP NV X 07/09/04 Google Inc. DE X X 07/06/04 GULFMARK OFFSHORE INC DE X X 07/08/04 GULFTERRA ENERGY PARTNERS L P DE X X 07/08/04 GYRODYNE CO OF AMERICA INC NY X 07/06/04 HARRODSBURG FIRST FINANCIAL BANCORP I DE X X 07/09/04 HCB BANCSHARES INC OK X X 07/08/04 HEALTH SYSTEMS SOLUTIONS INC NV X 07/06/04 AMEND HEI INC MN X X 07/09/04 HORTON D R INC /DE/ DE X X 07/06/04 IMPAC CMB Trust SERIES 2004-6 DE X X 06/25/04 INTEGRATED BIOPHARMA INC DE X X 07/09/04 INTEGRITY MEDIA INC DE X X 07/09/04 INTERSTATE BAKERIES CORP/DE/ DE X X 07/08/04 INTRABIOTICS PHARMACEUTICALS INC /DE DE X X 07/08/04 K2 INC DE X X 07/07/04 KLEVER MARKETING INC DE X 07/07/04 LAIDLAW INTERNATIONAL INC DE X X 07/08/04 LENNOX INTERNATIONAL INC DE X X 07/08/04 LONE STAR STEAKHOUSE & SALOON INC DE X X 07/08/04 LONGS DRUG STORES CORP MD X 07/09/04 LUNA GOLD CORP WY X X 07/09/04 MEDCATH CORP DE X 07/09/04 METRIC PARTNERS GROWTH SUITE INVESTOR CA X 06/30/04 METROMEDIA INTERNATIONAL GROUP INC DE X X 07/08/04 METROPCS INC X X 07/08/04 MICROTUNE INC DE X 07/08/04 MINUTEMAN INTERNATIONAL INC IL X X 07/08/04 MORGAN STANLEY DEAN WITTER CAPITAL I DE X X 07/02/04 MORTGAGE ASSET SECURITIZATION TRANSAC DE X X 07/08/04 MOTHERS WORK INC DE X 07/08/04 MOTIENT CORP DE X 07/09/04 Myriad Entertainment & Resorts, Inc. X X X 07/06/04 MYSTIC FINANCIAL INC DE X X 07/07/04 NN INC DE X 07/09/04 NOVO NETWORKS INC DE X 07/09/04 NYMEX HOLDINGS INC DE X 07/09/04 OAK HILL FINANCIAL INC OH X 07/09/04 OCEANIC EXPLORATION CO DE X 07/01/04 OGE ENERGY CORP OK X X 07/06/04 OKLAHOMA GAS & ELECTRIC CO OK X X 07/06/04 OMI CORP/M I X X 07/08/04 ORETECH INC NV X 05/20/04 PEOPLES ENERGY CORP IL X 07/09/04 PETROL OIL & GAS INC X X 07/07/04 PHH CORP MD X 07/08/04 POOLED AUTO SECURITIES SHELF LLC DE X X 06/29/04 PRAB INC MI X X 07/09/04 PRELUDE VENTURES INC NV X 07/09/04 AMEND PROTON LABORATORIES INC X X X 05/28/04 QUOTESMITH COM INC DE X 07/08/04 AMEND RADIAN GROUP INC DE X 07/08/04 RALI 2004-QS5 DE X X 06/25/04 RALI 2004-QS5 DE X X 06/25/04 RALI Series 2004-QS1 Trust DE X X 06/25/04 RALI Series 2004-QS2 Trust DE X X 06/25/04 RAMP Series 2004-RS1 Trust DE X X 06/25/04 RAMP Series 2004-RS2 Trust DE X X 06/25/04 RAMP SERIES 2004-RS4 TRUST DE X X 06/25/04 Ramp Series 2004-RS5 Trus DE X X 06/25/04 RASC Series 2004-KS1 Trust DE X X 06/25/04 RASC Series 2004-KS1 Trust DE X X 06/25/04 RASC Series 2004-KS2 Trust DE X X 06/25/04 RASC SERIES 2004-KS4 TRUST DE X X 06/25/04 RASC Series 2004-KS5 Trust DE X X 06/25/04 RESERVENET INC DE X X X X 06/25/04 RESIDENTIAL ACCREDIT LOANS INC RALI S DE X X 06/25/04 RESIDENTIAL ACCREDIT LOANS INC RALI S DE X X 06/25/04 RESIDENTIAL ASSET MORT PROD INC RAMP DE X X 06/25/04 RESIDENTIAL ASSET MORT PROD INC RAMP DE X X 06/25/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS R DE X X 06/25/04 RESIDENTIAL ASSET SECURITIES RASC SER DE X X 06/25/04 RESIDENTIAL FUND MORT SEC HOME LOAN- DE X X 06/25/04 RESIDENTIAL FUNDING MORT SEC I INC RF DE X X 06/25/04 RESIDENTIAL FUNDING MORTGAGE SEC II I DE X X 06/25/04 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 06/25/04 RESIDENTIAL FUNDINGS MORTGAGE SEC RFM DE X X 06/25/04 RESUDENTIAL ACRREDIT LOANS RALI SERIE DE X X 06/25/04 RFC RALI Series 2004-QS6 DE X X 06/25/04 RFC RALI Series 2004-QS7 DE X X 06/25/04 RFMSI Series 2004-S1 Trust DE X X 06/25/04 RFMSI Series 2004-S5 Trust DE X X 06/25/04 RITA MEDICAL SYSTEMS INC DE X 07/08/04 SCM MICROSYSTEMS INC DE X 07/09/04 SCORES HOLDING CO INC UT X 07/09/04 SERACARE LIFE SCIENCES INC X X 07/09/04 SEVEN VENTURES INC NV X 07/01/04 SMITH INTERNATIONAL INC DE X 07/08/04 SMITH INTERNATIONAL INC DE X X 07/08/04 SONO TEK CORP NY X X 07/09/04 SPORTS ARENAS INC DE X X 06/30/04 SPORTSLINE COM INC DE X 07/07/04 STATE STREET CORP MA X 07/09/04 STRATS SM TRUST FOR IBM CORP SEC SERI X X 06/29/04 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 06/25/04 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 06/25/04 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 06/25/04 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X X 06/25/04 SUN BANCORP INC /NJ/ NJ X X 07/08/04 SUNSET FINANCIAL RESOURCES INC X X 06/24/04 TELEDYNE TECHNOLOGIES INC DE X X 07/08/04 TOLLGRADE COMMUNICATIONS INC \PA\ PA X 07/08/04 TRIZEC PROPERTIES INC DE X X 07/09/04 TURBODYNE TECHNOLOGIES, INC NV X X 07/02/04 TXU ENERGY CO LLC TX X 07/06/04 U S PLASTIC LUMBER CORP NV X X 06/17/04 UNION PACIFIC CORP UT X 07/08/04 UNION PACIFIC RAILROAD CO/DE DE X 07/08/04 UNISYS CORP DE X X 07/09/04 UNITED INDUSTRIES CORP DE X X 04/30/04 AMEND UNITED PAN AM FINANCIAL CORP CA X X X 07/07/04 UNITEDGLOBALCOM INC DE X X 07/01/04 US AIRWAYS GROUP INC DE X X 07/09/04 US UNWIRED INC LA X X 07/07/04 VESTA INSURANCE GROUP INC DE X 07/09/04 VICOM INC MN X X X 04/02/04 Wachovia Asset Sec Series 2004 - HE1 NC X X 06/24/04 WALT DISNEY CO/ DE X X 07/09/04 WaMu Mortgage Pass-Through Certificat DE X 06/24/04 WELLS FARGO & CO/MN DE X 07/09/04 WELLS FARGO ASSET SECURITIES CORP DE X X 07/08/04 WORLD HEALTH ALTERNATIVES INC FL X X 06/24/04 COMMUNITY BANCORP /VT VT X 07/09/04