SEC NEWS DIGEST Issue 2003-175 September 11, 2003 COMMISSION ANNOUNCEMENTS SEC ADOPTS ADVISER CUSTODY RULE; PROPOSES FOREIGN BANK EXEMPTION AND REVISION OF REGISTRATION FORM FOR AMERICAN DEPOSITARY RECEIPTS The Commission today voted to adopt amendments to its rules under the Investment Advisers Act of 1940 dealing with custody of client assets. It also voted to propose a rule that would provide foreign banks meeting certain conditions with exemption from insider loan prohibitions under Section 13(k) of the Securities Exchange Act of 1934 similar to the statutory exemption available to domestic banks; and voted to propose changes to Form F-6 with regard to registration of certain unsponsored American depositary receipts (ADRs). 1. Amendments to Investment Adviser Custody Rule The Commission voted to adopt amendments to modernize the custody rule under the Investment Advisers Act of 1940. The amendments are designed to enhance protections for advisory clients' assets, harmonize the rule with current custodial practices, and clarify when advisers have custody. * Maintaining Client Assets with Qualified Custodians. The amended rule will require advisers with custody to maintain client funds and client securities in accounts with "qualified custodians" - banks and savings associations, broker-dealers, futures commission merchants and certain foreign financial institutions. * Client Account Statements. The amended rule, with certain narrow exceptions, will require that advisory clients receive their quarterly account statements directly from the qualified custodian (and not solely from the adviser). Direct delivery will assure integrity of the report, and is designed to permit clients to determine whether there has been any improper trading in the account. * Exemptions. Advisers to investment partnerships are exempted from the account statement and surprise examination requirements of the rule if the partnership undergoes an annual audit and distributes the results to investors. Limited exemptions from the qualified custodian requirement are available for privately offered securities and mutual fund shares held with the fund's transfer agent. * Definition of "Custody." The amended rule includes a definition of "custody," and provides advisers additional guidance through use of examples. An adviser has custody (and thus must comply with the rule) if it holds client funds or securities directly or indirectly, or if it has any authority to obtain possession of them. The effective date of the amendments will be approximately 30 days after publication in the Federal Register. Advisers must comply with the amended rule by April 1, 2004. 2. Proposed Exemption of Foreign Banks from Section 13(k) of the Securities Exchange Act of 1934 The Commission decided to propose a rule that would exempt foreign banks from the insider lending prohibition in Section 13(k) of the Securities Exchange Act of 1934, as added by Section 402 of the Sarbanes-Oxley Act. This section prohibits both domestic and foreign issuers from making or arranging for loans to their directors and executive officers unless the loans fall within the scope of specified exemptions. One of these exemptions permits certain insider lending by a bank or other depository institution that is insured under the Federal Deposit Insurance Act. Foreign banks whose securities are registered with the Commission are not eligible for the bank exemption under Section 13(k). The proposed rule would remedy this disparate treatment of foreign banks by exempting from the Section 13(k) insider lending prohibition those foreign banks that meet specified criteria similar to those that qualify domestic banks for this statutory exemption. Specifically, the proposed rule would exempt an issuer that is a foreign bank or the parent company of a foreign bank with respect to loans by the foreign bank to its insiders or the insiders of its parent company as long as it meets the following conditions. First, the laws or regulations of the foreign bank's home jurisdiction require the bank to insure its deposits; or the Federal Reserve Board has determined that the foreign bank is subject to comprehensive supervision or regulation on a consolidated basis by its home jurisdiction supervisor under 12 CFR 211.24(c). Second, the laws or regulations of the foreign bank's home jurisdiction restrict the foreign bank from making loans to its executive officers and directors or those of its parent company unless the foreign bank extends the loan on substantially the same terms as those prevailing at the time for comparable transactions by the foreign bank with other persons who are not executive officers, directors or employees of the foreign bank or its parent company; or pursuant to a benefit or compensation program that is widely available to the employees of the foreign bank or its parent company and does not give preference to any of the executive officers or directors of the foreign bank or its parent company over any other employees of the foreign bank or its parent company; or following the express approval of the loan by the foreign bank's home jurisdiction bank supervisor. Third, for any loan that, when aggregated with the amount of all other outstanding loans to a particular executive officer or director, exceeds $500,000, a majority of the foreign bank's board of directors has approved the loan in advance; and the loan's intended recipient has abstained from participating directly or indirectly in the vote regarding the loan. The Commission also voted to propose an amendment to Form 20-F that would require a foreign bank issuer to provide the same disclosure regarding problematic loans to insiders as that required for domestic banks under Regulation S-K. The proposals will be published in the Federal Register with a comment period lasting 30 days from the date of publication. 3. Proposed Amendment to Form F-6 to Prevent the Establishment of Unsponsored ADRs if the Deposited Securities Are Listed in the United States The Commission voted to propose an amendment to Form F-6, the form used to register ADRs under the Securities Act of 1933. The proposed amendment would prevent registration of unsponsored ADRs if the foreign issuer of the deposited securities has separately listed those securities on a registered national securities exchange or automated inter-dealer quotation system of a national securities association. The purpose of this proposed amendment is to ensure that all U.S. investors in the equity securities of a given listed foreign issuer enjoy a similar level of shareholder rights and to minimize the potential for investor confusion. It is also intended to improve the ability of foreign companies to control the form in which their securities are traded in the United States and avoid potential interference with the corporate governance objectives of those companies. The proposal will be published in the Federal Register with a comment period closing 30 days after the date of publication. 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- 112) CHAIRMAN DONALDSON TO TESTIFY Chairman William H. Donaldson will testify on Wednesday, September 17, before the Senate Committee on Finacial Affairs concerning Oversight of the Public Company Accounting Oversight Board. The hearing will begin at 10:00 a.m. in Room 2128 of the Rayburn House Office Building. ENFORCEMENT PROCEEDINGS IN THE MATTER OF XAIBE, INC. AND LOWELL NICHOLAS An Administrative Law Judge has issued an Order Making Findings and Imposing Sanction By Default Against Xaibe, Inc. (Xaibe). The Order Instituting Proceedings (Order) alleged that Respondent Xaibe, Inc., violated Section 13(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 12b-20, 13a-1, 13a-11, and 13a-13 by filing periodic reports with materially false and misleading information, filing late periodic reports, and failing to file required reports. The Order finds the allegations to be true and revokes the registration of the common stock of Respondent Xaibe pursuant to Section 12(j) of the Exchange Act. (Rel. 34-48467; File No. 3-11182) NASD DISCIPLINARY ACTION AGAINST PACIFIC ON-LINE TRADING & SECURITIES, INC. AND TIMOTHY MCADAMS SUSTAINED The Commission has sustained the disciplinary action the NASD imposed on Pacific On-Line Trading & Securities, Inc., an NASD member firm located in San Jose, California, and Timothy A. McAdams, a general securities principal who served as Pacific On-Line's president and chief executive officer (together, Applicants). The Commission found, as had the NASD, that the Applicants violated NASD conduct rules when they failed to file, prior to use, an internet website with the NASD and when they maintained a website containing misleading statements. The NASD imposed a joint and several fine of $22,500 on the Applicants, censured the Applicants, and ordered McAdams to requalify by examination as a general securities principal. The Commission concluded that the sanctions imposed were neither excessive nor oppressive. (Rel. 34- 48473; File No. 3-11001) SEC INSTITUTES SETTLED ADMINISTRATIVE PROCEEDINGS AGAINST AMERICAN INTERNATIONAL GROUP, INC., BRIGHTPOINT, INC. AND VARIOUS OFFICERS FOR SECURITIES FRAUD; AIG AGREES TO PAY $10 MILLION CIVIL PENALTY On September 11, the Commission instituted separate settled cease-and- desist proceedings against American International Group, Inc. (AIG), Brightpoint, Inc. (Brightpoint), former Brightpoint chief financial officer Philip Bounsall (Bounsall), and Louis Lucullo (Lucullo), an AIG assistant vice president. In a separately filed civil action, the Commission also charged Brightpoint's former chief accounting officer, John Delaney (Delaney), and its former director of risk management, Timothy Harcharik (Harcharik), with securities fraud and other violations. Delaney has settled those charges. The settled administrative Orders involve the role played by AIG, one of the world's largest insurance underwriters, in enabling Brightpoint, a public reporting company, to commit securities fraud. As a sophisticated financial services provider, AIG played an indispensable part in the fraudulent transaction by selling Brightpoint a new "insurance" product that AIG had developed and marketed for the specific purpose of helping issuers to report false financial information to the public. In a separate civil action brought by the Commission, AIG has consented to the entry of a judgment awarding a $10 million penalty against it for its violations of the securities laws and the manner in which it conducted itself in the Commission's investigation. Beginning in 1997, AIG developed and marketed a so-called "non- traditional" insurance product for the stated purpose of "income statement smoothing," i.e., enabling a public reporting company to spread the recognition of known and quantified one-time losses over several future reporting periods. The key to achieving the desired accounting result was to create the appearance of "insurance," i.e., that the "insured" (Brightpoint) was paying premiums in return for an assumption of risk by AIG, when, in fact, Brightpoint was merely depositing cash with AIG that AIG refunded to Brightpoint. In this case, AIG issued such a purported insurance policy to Brightpoint for the purpose of assisting Brightpoint to conceal $11.9 million in losses that Brightpoint sustained in 1998. Brightpoint's chief accounting officer, Delaney, and its director of risk management, Harcharik, negotiated the purported policy with Lucullo, then an AIG assistant vice president. Brightpoint's chief financial officer, Bounsall, approved the insurance transaction without adequately reviewing it. As a result of the transaction, Brightpoint's 1998 financial statements, as reported in the 1998 Form 10-K, overstated Brightpoint's actual net income before taxes by 61 percent. The misrepresentation was subsequently republished in a registration statement filed in September 1999 and in Forms 10-K for 1999 and 2000. Specifically, the Commission's Orders make the following findings of fact, which the respondents neither admit nor deny: * In October 1998, Brightpoint publicly announced that in the fourth quarter ending December 31, it would recognize a one-time charge, ranging from $13 million to $18 million, arising out of losses sustained by one of its divisions in the United Kingdom (UK). By December 1998, Brightpoint determined that the UK losses were actually about $29 million, and Brightpoint's corporate controller, Delaney, and its director of risk management, Harcharik, devised a scheme to cover-up these additional, unanticipated losses, rather than disclose them. * In December 1998, Delaney and Harcharik turned to the Loss Mitigation Unit (LMU) of National Union Fire Insurance Company of Pittsburgh, Pa., one of AIG's principal general insurance company subsidiaries. LMU offered "insurance" products specifically designed to "smooth" the financial statement impact of losses sustained by AIG clients. Brightpoint and AIG negotiated the terms of a $15 million "retroactive" insurance policy that covered all of the extra UK losses. The parties agreed to combine this "retroactive coverage" with prospective fidelity coverage (together, the Policy) in an effort to avoid scrutiny from Brightpoint's Auditors (the Auditors). The "cost" of the $15 million "retroactive coverage" to Brightpoint was about $15 million, which Brightpoint was to pay in monthly "premiums" over the prospective three-year term of the Policy. The Policy, finalized in January 1999, enabled Brightpoint to record in 1998 an insurance receivable of $11.9 million, which Brightpoint netted against the total UK losses of about $29 million, bringing the net loss to within the previously disclosed $13 million to $18 million range. * In fact, the "retroactive coverage" should not have been accounted for as insurance. It was merely a "round-trip" of cash - a mechanism for Brightpoint to deposit money with AIG, in the form of monthly "premiums," which AIG was then to refund to Brightpoint as purported "insurance claim payments." In drafting the Policy, Delaney, Harcharik and Lucullo took pains to ensure that the "retroactive coverage" raised no "red flags" for the Auditors: They created a blended fidelity coverage and retroactive policy that was designed to look like traditional, non-retroactive indemnity insurance and they gave the policy an effective date of August 1998. * In October 2001, following an inquiry by the Commission's staff, the Auditors began looking more closely at the Policy and determined that it was not traditional insurance. Although the Auditors questioned whether the policy was insurance at all, they decided at the very least that the Policy provided retroactive coverage and, therefore, that all premium expense associated with it should have been recorded in 1998. On November 13, 2001, Brightpoint announced a restatement, which treated the Policy as real, but retroactive, insurance (the First Restatement). The First Restatement expensed the full policy "premium" in the fourth quarter of 1998, amounting to $15.3 million. * On January 31, 2002, Brightpoint announced that it would further restate its financial statements to reflect that the "premiums" for the "retroactive coverage" under the Policy were only deposits with AIG. This second restatement came about when the Auditors learned that, one day before Brightpoint announced the First Restatement, it had "cancelled" the "retroactive coverage" and obtained from AIG a refund in the full amount of premiums Brightpoint had paid over and above the "insurance claim payments" made to it by AIG under the "retroactive coverage." The cancellation transaction left no doubt that the "retroactive coverage" was not insurance. Based on these findings of fact, the settled administrative Orders make the following legal conclusions: * AIG violated Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder and was a cause of Delaney's violation of Exchange Act Rule 13b2-2 by making materially false statements to Brightpoint's Auditors. * Brightpoint violated Section 17(a) of the Securities Act of 1933 (Securities Act) and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and the reporting, books-and-records, and internal controls provisions of Exchange Act Sections 13(a) and 13(b)(2) and Exchange Act Rules 12b-20, 13a-1 and 13b2-1. * Bounsall caused Brightpoint's violations of the books-and-records provisions of Rule 13b2-1 of the Exchange Act. * Lucullo caused Brightpoint's violations of the reporting provisions of Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1 thereunder. The Commission's Orders direct each respondent to cease and desist from further violating the respective securities law provisions. The Commission's Order with respect to AIG also directs AIG to (i) disgorge, with prejudgment interest, the $100,000 fee it charged to Brightpoint for putting the Policy together, and (ii) retain an independent consultant to make binding recommendations concerning AIG's internal controls to ensure that AIG's insurance products will not be used in the future to violate the securities laws. In a separate civil action, filed concurrently with the entry of the settled administrative orders, AIG has consented to the entry of a judgment awarding a $10 million penalty against it for its conduct. Brightpoint has consented to the entry of a judgment against it awarding a civil penalty of $450,000. Bounsall has consented to the entry of a judgment awarding a civil penalty against him of $45,000. The defendants in the civil action neither admit nor deny the allegations of the Commission's complaint. The Commission did not seek further sanctions against Lucullo because of his cooperation in the investigation. The Commission's civil action also charges Delaney and Harcharik as follows: * Delaney is charged with securities fraud in violation of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, with violating the reporting, books-and-records, and internal controls provisions of Exchange Act Section 13(b)(5) and Exchange Act Rule 13b2-1 and with violating Exchange Act Rule 13b2-2 for making materially false statements to the Auditors; Delaney was also alleged to be liable as a control person of Brightpoint, pursuant to Section 20(a) of the Exchange Act, for Brightpoint's books-and-records violations under Exchange Act Section 13(a) and Exchange Act Rules 12b-20 and 13a-1. * Harcharik is charged with securities fraud in violation of Section 10(b) of the Exchange Act and Rules 10b-5 thereunder and with aiding and abetting violations of Exchange Act Section 13(b)(5) (internal controls and books-and- records provision) and Exchange Act Rules 13b2-1 (books-and-records provision) and 13b2-2 (making materially false statements to the Auditors). In the civil action, Delaney has consented to the entry of a Final Judgment that permanently enjoins him from future violations of the federal securities laws, permanently bars him from serving as an officer or director of any public company and awards a civil penalty against him in the amount of $100,000. Harcharik has not settled. The Commission's complaint seeks the entry of a final judgment permanently enjoining him from future violations of the federal securities laws and ordering him to pay civil penalties in an unspecified amount. Brightpoint is a Delaware corporation headquartered in Plainfield, Indiana that provides outsourced services such as distribution, fulfillment, customized packaging, prepaid and e-business solutions, and inventory management in the wireless telecommunications and data industry. AIG is a Delaware corporation with its principal corporate offices located in New York, New York and is a holding company that, through its subsidiaries, is engaged in a broad range of insurance and insurance- related activities in the United States and abroad. [SEC v. Brightpoint, Inc., American International Group, Inc., Philip Bounsall, John Delaney and Timothy Harcharik, USDC, SDNY, Civ. 03 CV 7045 (HB)] (LR-18340); AAE Rel.1858); (Administrative Proceeding in the matter of Brightpoint, Inc. - Rels. 33-8284, 34-48474, AAE Rel. 1854, File No. 3- 11251); (Administrative Proceeding in the matter of Phillip Bounsall - Rels. 34-48475, AAE Rel. 1855, File No. 3-11252); (Administrative Proceeding in the matter of Louis Lucullo - Rel. 34-48476, AAE Rel. 1856, File No. 3-11253); (Administrative Proceeding in the matter of American International Group, Inc. - Rels. 34-48477, AAE Rel. 1857, File No. 3-11254; Waiver - 33-8285; 34-47478); (Press Rel. 2003-111) CEASE-AND-DESIST ORDER ISSUED AGAINST NVIDIA CORPORATION On September 11, the Commission instituted, and simultaneously settled, a cease-and-desist proceeding against Nvidia Corporation (Nvidia) of Santa Clara, California. The Order Instituting Cease-And-Desist Proceedings, Making Findings, And Imposing A Cease-And-Desist Order Pursuant To Section 21C Of The Securities Exchange Act Of 1934 (Order) finds that Nvidia materially misstated its financial results for its first quarter of the year ended January 30, 2001 (April 30, 2000), and directs Nvidia to cease and desist from violations of the periodic reporting, books and records and internal control provisions of the federal securities laws. Nvidia consented to the issuance of the Order without admitting or denying its findings. According to the Commission's Order, Nvidia improperly inflated its financial results for the quarter ended April 30, 2000 by entering into an agreement with one of its suppliers that enabled Nvidia to reduce its costs by approximately $3.3 million during the quarter, in exchange for agreeing to repay that amount through higher prices on other products in a future period. By recording the cost reduction, but not the corresponding agreement to pay higher prices in the future, Nvidia inflated its financial results for the quarter ended April 30, 2000 and allowed Nvidia to exceed the expectations of stock market analysts. The Order finds that in April 2002, following an internal investigation by its audit committee, Nvidia restated its financial results for the quarter ended April 30, 2000. The primary component of the restated quarter was the reversal of the previously recognized $3.3 million in cost reductions from Nvidia's supplier. The restatement revealed that as originally reported, Nvidia's gross profit was overstated by 6.4%, net income by 15.3%, and diluted earnings per share by 14.8%, as a result of the fraudulent transaction with its supplier. The Order directs Nvidia to cease and desist from committing or causing any violation and any future violation of Section 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Securities and Exchange Act of 1934, and Rules 12b-20 and 13a-13 thereunder. In a related matter, the Commission announced that it has filed an action in the United States District Court for the Northern District of California against the former Chief Financial Officer of Nvidia, Christine B. Hoberg for her alleged role in the events that are the subject of the Order concerning Nvidia. The Commission simultaneously settled the action resulting in a judgment imposing an injunction against future violations, disgorgement of ill-gotten gains, and payment of civil monetary penalties. (Rel. 34-48480; AAE Rel. 1859; File No. 3- 11255) SEC OBTAINS EMERGENCY RELIEF AGAINST OPERATOR OF INTERNET PONZI SCHEME The Commission announced today that on September 8 it obtained a temporary restraining order, asset freeze and other ancillary relief against Blake A. Prater and his company, Wellspring Capital Group, Inc., in connection with a Ponzi scheme operated over the Internet and by other means. The Commission alleged in its complaint, filed on September 5, 2003, that Prater and Wellspring fraudulently promised investors returns as high as 1,000 percent per year in connection with the scheme. The Honorable Peter C. Dorsey, U.S. District Judge for the District of Connecticut, granted the TRO and asset freeze after an ex parte hearing in federal court in New Haven on Monday, September 8. The court's order was based on the Commission=s prima facie showing that Prater and Wellspring had engaged in securities fraud and other violations of the federal securities laws. According to the Commission's complaint, Prater, of Guilford Connecticut, and Wellspring, also headquartered in Guilford Connecticut, operated a sophisticated Internet Ponzi scheme that raised at least $3 million from thousands of investors. The Commission's complaint alleged that Prater's scheme used a series of interrelated Internet web sites and a network of agents operating throughout the United States to guarantee prospective investors exorbitant returns through a variety of programs. According to the Commission's complaint, under one set of programs, Prater, through Wellspring, promised that, in exchange for a small sum of money, it would pay investors returns as high as 1,000 percent per year in the form of payments for various living expenses of the investors, such as car loans, rent, or business expenses. The Commission's complaint alleged that Wellspring claimed it used the investor funds to invest in a portfolio of companies, and that the profits from the portfolio, in turn, paid for the exorbitant returns to investors. According the Commission's complaint, Wellspring also offered investors the opportunity to invest directly in the portfolio of companies. In this aspect of the scheme as well, Prater guaranteed investors a profit and made misrepresentations about the companies in the portfolio and about his own qualifications. The Commission's complaint further alleged that Prater also failed to disclose his criminal history, which includes forgery and fraud convictions, to investors. According the Commission's complaint, Wellspring also operated out of satellite offices in St. Albans, Vermont, and elsewhere. The Commission alleged in its Complaint that Prater and Wellspring violated anti-fraud provisions of the federal securities laws, specifically Sections 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission also alleged that the defendants violated the registration provisions of the securities laws, namely Sections 5(a) and 5(c) of the Securities Act of 1933. The case has now been assigned to the Honorable Mark R. Kravitz. The Commission obtained entry of an order temporarily restraining Prater and Wellspring from directly or indirectly continuing to violate the federal securities laws, an asset freeze, and other emergency relief. The Court has scheduled a hearing on the matter for Sept. 15, 2003. [SEC v. Blake A. Prater and Wellspring Capital Group, Inc., USDC for the District of Connecticut, Civil Action No. 303-CV-01524-MRK)] (LR-18336) COMMISSION ENTERED FINAL JUDGMENT AS TO ONLINE POWER SUPPLY, INC. The Commission announced that on Aug. 28, 2003, the U.S. District Court for the District of Colorado entered a Final Judgment as to Defendant Online Power Supply, Inc. The judgment settles the Commission's claims against Online in a civil action filed on Jan. 21, 2003. The complaint alleges that Online made false and misleading statements or omitted to state material facts to investors concerning, among other things, compensation that Online paid to registered representatives for the sale of its stock and Online's financial prospects. Online consented, without admitting or denying any factual allegations in the complaint, to the entry of the Order which permanently restrains and enjoins Online from violating Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a) and 13(b)(2)(A) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1 and 13a- 13 thereunder. [SEC v. Online Power Supply, Inc., Larry G. Arnold and Kris M. Budinger, Civil Action No. 03-M-0121(OES) (D. Colo.)] (LR-18337) SEC DEFENDANT PLEADS GUILTY TO CONSPIRACY TO COMMIT SECURITIES FRAUD The Commission announced today that Miami resident Anthony Blissett, a defendant in a $51.9 million offering fraud that the SEC halted in December 2002, has pled guilty to criminal charges brought by the United States Attorney's Office for the Southern District of Florida (USAO). The prosecution of the matter was handled as part of the Securities Fraud Initiative, a coordinated effort by the SEC's Southeast Regional Office (in Miami), the USAO, and other agencies, to combat securities fraud in South Florida. Blissett pled guilty today to conspiracy to commit securities fraud, based on the same misconduct that led the SEC to take action. According to an Information filed by the USAO, Blissett solicited investors to purchase promissory notes issued by his company, A.B. Financing and Investments, Inc. (ABFI). According to the Information, Blissett used sales materials that contained many materially false statements and omissions, some of which are described below, to induce investors to purchase ABFI notes. * The materials claimed that ABFI was a successful company that had more than $36 million in assets. In fact, ABFI had a negative net worth of more than $27 million. * The materials claimed that ABFI insured investors' principal. In fact, ABFI neither insured investor funds nor maintained insurance for the investor funds. * The materials claimed that investing with ABFI involved "no risk" or "low risk" and that investors were guaranteed a 30% annual rate of return. In fact, an investment in ABFI involved considerable risk and could not guarantee a fixed rate of return. * The materials omitted to disclose that Blissett was misappropriating investor funds and that Blissett was also using investor funds to make payments to other investors. The Information to which Blissett pled guilty states that from at least July 1989 to December 2002, ABFI raised more than $51.9 million from at least 2000 investors, and that investors lost approximately $27.3 million. The SEC filed its emergency civil action against Blissett and ABFI on December 6, 2002. On that same day, the Honorable Ursula Ungaro- Benages, U.S. District Judge for the Southern District of Florida, issued various emergency orders including a temporary restraining order and an asset freeze. On the SEC's motion, Judge Ungaro-Benages also appointed Michael I. Goldberg, Esq. as Receiver over ABFI. The SEC's complaint charges ABFI and Blissett with violating the antifraud provisions of the Securities Act of 1933 (Securities Act), the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940, and the securities registration provisions of the Securities Act. The SEC's complaint also named certain companies that Blissett controlled as relief defendants. Blissett and ABFI have consented to permanent injunctions in the SEC's case, without admitting or denying the allegations in the SEC's complaint. In addition, and also without admitting or denying the SEC's findings, Blissett consented to an administrative order that the SEC issued on June 26, 2003. That order bars Blissett from association with any investment adviser. [SEC v. A. B. Financing and Investments, Inc., and Anthony Blissett, Case No. 02-23487-CIV-UNGARO-BENAGES, SD Fla.] (LR- 18338) CIVIL ACTION AGAINST MAVEN CAPITAL CORPORATION, MAVEN ENTERPRISES, INC., AND RODD BUCKLE, ET AL. On Aug. 7, 2003, the Commission filed an Application for Order to Show Cause why defendant Rodd Buckle (Buckle) should not be held in civil contempt for his violation of the Court's February 13, 2001 order directing him to pay disgorgement and a civil penalty within thirty days of the court's order. The Commission's application alleged that on Feb. 13, 2001, the Court entered an Order on Civil Penalties as to Buckle. The order provided, among other things, that Buckle pay previously ordered disgorgement of $2,037,815 and a civil penalty of $110,000 within thirty days of the order. Although more than two years have passed since the judgment, Buckle has made no payment whatsoever. [SEC v. Maven Capital Corporation, Maven Enterprises, Inc., and Rodd Buckle, et al., USDC for the District of Nevada, Civil Action No. CV-S-99-00501-KJD] (LR-18341) FORMER OFFICERS OF DEFUNCT, DALLAS-BASED COMPANY INDICTED FOR SECURITIES FRAUD The Commission announced that on July 23, 2003, Timothy A. McMurray and Bradley D. Woy, former officers of defunct Smart-Mart, Inc., were indicted by a federal grand jury for securities fraud and related offenses in connection with their operation of the Dallas-based company. The defendants' conduct was the subject of a successful enforcement action brought by the Securities and Exhange Commission in 2001. The 49-count indictment, obtained by the United States Attorney for the Northern District of Texas (Dallas Division), alleges that McMurray, Woy and three additional defendants fraudulently raised approximately $2.4 million from more than 700 investors by soliciting them to invest money and purchase stock in the Internet-based retailer company, falsely representing that the funds would be used for company operations and business development. As a result of its lawsuit, the Commission, in October 2002, succeeded in obtaining permanent injunctions against McMurray, Woy and Smart-Mart, which enjoin each defendant from future violations of Sections 5(a), 5(c) and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Further, McMurray was ordered to pay disgorgement and prejudgment interest of $261,438 and barred from serving as an officer or director of a public company, and Woy was ordered to pay disgorgement of $25,000. The Commission's civil action alleged that from March 1998 through February 1999, Smart-Mart raised approximately $2.4 million from approximately 720 investors located nationwide and in Canada through the sale of common stock, and that Smart-Mart, McMurray and Woy made false and misleading statements to investors regarding an impending initial public offering ("IPO"), the business prospects of the company, the use of investor funds, and the liquidity and return on investment. Moreover, the Commission charged that Smart-Mart never took any significant steps to conduct an IPO and, in fact, had minimal business operations. Additionally, the Commission alleged that McMurray and Woy used a large portion of investor funds for unauthorized business and personal expenses. [U.S. v. TIMOTHY A. McMURRAY, BRADLEY D. WOY, ET AL., No. 3:03-CR-0270-N, USDC, NDTX (Dallas Division)]; [SEC v. SMART- MART, INC., TIMOTHY A. McMURRAY AND BRADLEY D. WOY, No. 01-CV-0392-M, USDC, NDTX (Dallas Division)] (LR-18342) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES A proposed rule change (SR-CHX-2003-12) has been filed by the by the Chicago Stock Exchange relating to automatic execution of partial orders. Publication of the notice in the Federal Register is expected during the week of September 9. (Rel. 34-48454) A proposed rule change (SR-Amex-2003-83) filed by the by the American Stock Exchange relating to listing standards applicable to units has been filed under Section 19(b)(1) of the Securities Exchange Act of 1934. Publication of the notice in the Federal Register is expected during the week of September 15. (Rel. 34-48464) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change filed by the Philadelphia Stock Exchange (SR-Phlx- 2003-61) relating to equity and index option fees has become effective under Section 19(b)(3)(A) of the Exchange Act. Publication of the notice in the Federal Register is expected during the week of September 15. (Rel. 34-48459) A proposed rule change filed by the National Association of Securities Dealers to codify Nasdaq's existing authority to implement a "Quote-Only Period" before the start of trading in initial public offerings on Nasdaq (SR-NASD-2003-113) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the notice in the Federal Register is expected during the week of September 15. (Rel. 34-48468) NOTICE OF EXTENSION OF COMMENT PERIOD The Commission has extended the comment periods for amendments to the proposed rule changes submitted by the New York Stock Exchange (SR-NYSE- 2002-36) and the National Association of Securities Dealers (SR-NASD- 2002-162) under Rule 19b-4 of the Act to amend and adopt rules, which relate to the establishment, maintenance, and testing of Internal Controls and Supervision pursuant to Section 19(b)(2) of the Act until October 3, 2003. Publication of the notice is expected in the Federal Register during the week of September 15. (Rel. 34-48460) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change submitted by the American Stock Exchange (SR-Amex-2003-47) to amend Commentary .02 of Amex Rule 126(g) to restrict the crossing of agency orders of 5,000 shares or more to orders for the accounts of persons who are not brokers or dealers. (Rel. 34-48462) DELISTING GRANTED An order has been issued granting the application of the Pacific Exchange to strike from listing and registration certain call and put options contracts issued by The Options Clearing Corporation, respecting the underlying common stock of Airborne Inc., effective at the opening of business on Sept. 11. (Rel. 34-48470) WITHDRAWAL SOUGHT A notice has been issued giving interested persons until Oct. 6, 2003 to comment on the application of ALARIS Medical Systems, Inc. to withdraw its Common Stock, $.01 par value, from listing and registration on the American Stock Exchange. (Rel. 34-48469) 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-4 EL PASO NATURAL GAS CO, EL PASO BUILDING, 1001 LOUISIANA, HOUSTON, TX, 77002, 7134202600 - 0 ($355,000,000.00) Non-Convertible Debt, (File 333-108650 - Sep. 10) (BR. 02) S-3 CORIXA CORP, 1124 COLUMBIA STREET SUIE 200, SEATTLE, WA, 98104, 2066675711 - 0 ($100,000,000.00) Debt Convertible into Equity, (File 333-108651 - Sep. 10) (BR. 01) S-8 EMPIRE FINANCIAL HOLDING CO, 1385 WEST STATE ROAD 434, LONGWOOD, FL, 32750, 4077741300 - 1,000,000 ($1,700,000.00) Equity, (File 333-108652 - Sep. 10) (BR. 05) S-8 FINANCIALCONTENT INC, 4153566800 - 500,000 ($475,000.00) Equity, (File 333-108653 - Sep. 10) (BR. 02) SB-2 HOUSTON AMERICAN ENERGY CORP, 801 TRAVIS STREET, SUITE 2020, HOUSTON, TX, 77002, 7132226966 - 2,014,758 ($846,198.36) Equity, (File 333-108654 - Sep. 10) (BR. 04) SB-2 BUYERS UNITED INC, 14870 PONY EXPRESS ROAD, NONE, BLUFFDALE, UT, 84065, 8013203300 - 8,779,333 ($22,397,239.00) Equity, (File 333-108655 - Sep. 10) (BR. 06) SB-2 LUNA GOLD CORP, 777 DUNSMUIR STREET, SUITE 1600, P.O. BOX 10425, PACIFIC CENTRE, VANCOUVER BC CANADA, A1, V7Y 1K4, 19,728,776 ($4,564,277.29) Equity, (File 333-108657 - Sep. 10) (BR. 03) S-3 SPECTRUM PHARMACEUTICALS INC, 157 TECHNOLOGY DR, IRVINE, CA, 92618, 9497886700 - 0 ($6,549,062.00) Equity, (File 333-108658 - Sep. 10) (BR. 01) S-3 WINDROSE MEDICAL PROPERTIES TRUST, 384,836 ($4,268,991.08) Equity, (File 333-108659 - Sep. 10) (BR. 08) F-6 BRASKEM SA, RUA ETEND NO 1561, CAMARACI BAHIA BRAZIL, 42810-000, 011551134439744 - 50,000,000 ($2,500,000.00) ADRs/ADSs, (File 333-108660 - Sep. 10) (BR. 02) S-4 UCDP FINANCE INC, 1000 UNIVERSAL STUDIOS PLAZA, ORLANDO, FL, 32819, 0 ($500,000,000.00) Debt Convertible into Equity, (File 333-108661 - Sep. 10) (BR. 05) S-8 SPSS INC, 233 S WACKER DR, CHICAGO, IL, 60606, 3123292400 - 0 ($19,215,000.00) Equity, (File 333-108663 - Sep. 10) (BR. 03) S-1 NPTEST HOLDING CORP, 0 ($172,500,000.00) Equity, (File 333-108664 - Sep. 10) (BR. ) S-8 COMPUTER ASSOCIATES INTERNATIONAL INC, ONE COMPUTER ASSOCIATES PLAZA, ISLANDIA, NY, 11749, 6313425224 - 0 ($20,714,919.00) Other, (File 333-108665 - Sep. 10) (BR. 03) S-8 IKON OFFICE SOLUTIONS INC, PO BOX 834, VALLEY FORGE, PA, 19482, 6102968000 - 6,000,000 ($44,700,000.00) Equity, (File 333-108666 - Sep. 10) (BR. 03) S-8 DIGITAL ANGEL CORP, 490 VILLAUME AVENUE, SOUTH ST. PAUL, MN, 55075, 6514551621 - 0 ($1,935,000.00) Equity, (File 333-108667 - Sep. 10) (BR. 37) S-3 ENDOCARDIAL SOLUTIONS INC, 1350 ENERGY LANE, STE 110, ST PAUL, MN, 55108, 6126447890 - 0 ($9,231,715.00) Equity, (File 333-108668 - Sep. 10) (BR. 36) S-3 AVITAR INC /DE/, 65 DAN ROAD, SUITE 202, CANTON, MA, 02021, 7818212440 - 16,733,332 ($2,844,666.00) Equity, (File 333-108669 - Sep. 10) (BR. 01) S-3 DIGIMARC CORP, 19801 SW 72ND AVENUE, STE 100, TUALATIN, OR, 97062, 5039682908 - 0 ($34,423,246.68) Equity, (File 333-108670 - Sep. 10) (BR. 03) S-11 HIGHLAND HOSPITALITY CORP, 8405 GREENSBORO DR, STE 500, MCLEAN, VA, 22102, 5713821700 - 0 ($287,500,000.00) Equity, (File 333-108671 - Sep. 10) (BR. ) S-8 VENDINGDATA CORP, 7027337195 - 0 ($795,000.00) Equity, (File 333-108672 - Sep. 10) (BR. 02) S-8 VENDINGDATA CORP, 7027337195 - 0 ($7,080,000.00) Equity, (File 333-108673 - Sep. 10) (BR. 02) S-8 LITFUNDING CORP, 5757 WILSHIRE BOULEVARD, SUITE PH10, LOS ANGELES, CA, 90036, (323) 857-0448 - 1,500,000 ($375,000.00) Equity, (File 333-108674 - Sep. 10) (BR. 07) 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 10 11 12 13 DATE COMMENT ----------------------------------------------------------------------------------------------- ABM INDUSTRIES INC /DE/ DE X X X 09/09/03 ACCLAIM ENTERTAINMENT INC DE X 09/02/03 ADOBE SYSTEMS INC DE X 09/10/03 AEP INDUSTRIES INC DE X 09/10/03 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE X X 09/10/03 ALLIANCE CAPITAL MANAGEMENT L P DE X X 09/10/03 ALPHA TECHNOLOGIES GROUP INC DE X X 09/09/03 AM COMMUNICATIONS INC DE X 09/10/03 AMERICAN HOME MORTGAGE HOLDINGS INC DE X X 09/10/03 AMERICAN NATURAL ENERGY CORP OK X 09/10/03 AMERICAN VANTAGE COMPANIES NV X X 09/05/03 AMERIQUEST MORTGAGE SECURITIES INC DE X X 09/10/03 AMERIQUEST MORTGAGE SECURITIES INC DE X 09/10/03 APPLEBEES INTERNATIONAL INC DE X 09/10/03 APPLIANCE RECYCLING CENTERS OF AMERIC MN X X 09/09/03 AQUENTIUM INC DE X X 03/12/03 AMEND ARBOR ENTECH CORP DE X 09/02/03 AVAYA INC DE X X 09/09/03 AVITAR INC /DE/ DE X 09/10/03 AVNET INC NY X 09/09/03 BGR CORP NV X X 09/10/03 BNP RESIDENTIAL PROPERTIES INC MD X X 09/05/03 BNS CO DE X X X 08/26/03 BOSS HOLDINGS INC DE X X 09/02/03 BROADBAND WIRELESS INTERNATIONAL CORP NV X X 08/13/03 AMEND BUTLER NATIONAL CORP DE X X 09/10/03 CAPITAL ONE AUTO FINANCE TRUST 2003-A DE X X 09/10/03 CAPITAL ONE MASTER TRUST NY X X 09/09/03 CAPITAL ONE MULTI ASSET EXECUTION TRU DE X X 09/09/03 CAPITAL ONE PRIME AUTO RECEIVABLES TR DE X X 09/10/03 CARREKER CORP DE X X 09/10/03 CENTERPOINT ENERGY INC X X 09/09/03 CENTERPOINT ENERGY INC X X 09/09/03 CENTRAL EUROPEAN DISTRIBUTION CORP DE X X 09/10/03 CERTEGY INC GA X X 09/10/03 CHEESECAKE FACTORY INCORPORATED DE X 09/10/03 CHELSEA PROPERTY GROUP INC MD X 08/01/03 AMEND CHICOS FAS INC FL X X X 09/09/03 CHORDIANT SOFTWARE INC DE X 09/05/03 CLEAN DIESEL TECHNOLOGIES INC DE X 09/08/03 COMDISCO HOLDING CO INC DE X X 09/10/03 COMPETITIVE TECHNOLOGIES INC DE X 09/02/03 CORPORATE ASSET BACKED CORP DE X 09/01/03 COX COMMUNICATIONS INC /DE/ DE X X 09/09/03 CWMBS INC DE X X 09/10/03 DEUTSCHE ALT-A SECURITIES INC X X 09/10/03 DEUTSCHE ALT-A SECURITIES INC X X 09/10/03 DIAL CORP /NEW/ DE X X 09/10/03 DIGITAL LIGHTWAVE INC DE X 09/10/03 DIOMED HOLDINGS INC NV X X 09/03/03 DIOMED HOLDINGS INC NV X X 09/03/03 DORAL FINANCIAL CORP PR X X 09/10/03 ELDER BEERMAN STORES CORP OH X X 09/09/03 EMERSON RADIO CORP DE X 09/10/03 ENVIRONMENTAL POWER CORP DE X X 09/04/03 EOG RESOURCES INC DE X 09/10/03 FACTORY CARD OUTLET CORP DE X X X 09/10/03 FEDDERS CORP /DE DE X 09/09/03 FINISAR CORP DE X X 09/03/03 FIRST AVIATION SERVICES INC DE X X 09/10/03 FIRST HORIZON ASSET SECURITIES INC DE X X 08/29/03 FIRST INVESTORS FINANCIAL SERVICES GR TX X X 09/10/03 FLEETWOOD ENTERPRISES INC/DE/ DE X 09/04/03 FLORIDA EAST COAST INDUSTRIES INC FL X 09/10/03 FREEPCSQUOTE COM NV X 09/08/03 FRIEDMAN BILLINGS RAMSEY GROUP INC VA X 09/10/03 GB&T BANCSHARES INC GA X X X 08/29/03 GENERAL DATACOMM INDUSTRIES INC DE X X 07/31/03 GREAT LAKES BANCORP INC DE X X 09/10/03 GREENWICH CAPITAL COMMERCIAL FUND COR X 09/01/03 GS MORTGAGE SEC CORP MORT PASS THR CE DE X X 08/25/03 GS MORTGAGE SEC CORP MORTGAGE PASS TH DE X X 08/28/03 GS MORTGAGE SEC CORP MORTGAGE PASS TH DE X X 08/20/03 HARTFORD FINANCIAL SERVICES GROUP INC DE X 09/05/03 HEALTHCARE REALTY TRUST INC MD X X 09/05/03 HEIDRICK & STRUGGLES INTERNATIONAL IN DE X X 09/10/03 HYDROMER INC NJ X 09/10/03 IMAGING TECHNOLOGIES CORP/CA DE X X 09/09/03 INDEPENDENCE COMMUNITY BANK CORP DE X X 09/10/03 INFORMATION RESOURCES INC DE X X X 09/08/03 INGRAM MICRO INC DE X X 09/10/03 INNKEEPERS USA TRUST/FL MD X X 09/10/03 INSPIRE PHARMACEUTICALS INC DE X 09/10/03 INSTANET INC CO X X 09/08/03 INTERNATIONAL RECTIFIER CORP /DE/ DE X 09/09/03 INTERPUBLIC GROUP OF COMPANIES INC DE X 09/10/03 AMEND INTERSTATE POWER & LIGHT CO IA X X 09/09/03 INVERNESS MEDICAL INNOVATIONS INC DE X X 08/27/03 JACKSONVILLE BANCORP INC TX X X 09/09/03 JOURNAL CO X 08/26/03 JOURNAL COMMUNICATIONS INC WI X 08/26/03 KENTUCKY ELECTRIC STEEL INC /DE/ DE X X 08/20/03 KIMCO REALTY CORP MD X 09/09/03 KLAMATH FIRST BANCORP INC OR X 09/10/03 KOGER EQUITY INC FL X X 09/03/03 KUSHNER LOCKE CO CA X 09/09/03 LA-Z-BOY INC MI X 09/10/03 LANDMARK LAND CO INC/DE DE X 08/26/03 LEGAL ACCESS TECHNOLOGIES INC NV X X 09/09/03 LEHMAN ABS CORP DE X X 07/31/03 LEHMAN ABS CORP DE X X 08/15/03 LEHMAN BROTHERS HOLDINGS INC DE X 09/10/03 LEVI STRAUSS & CO DE X X X 09/10/03 LIBERTY MEDIA CORP /DE/ DE X X 09/10/03 LIFECORE BIOMEDICAL INC MN X X 09/09/03 LIGHTSPAN INC DE X X 09/09/03 MAGELLAN PETROLEUM CORP /DE/ DE X X 09/09/03 MAGNITUDE INFORMATION SYSTEMS INC DE X X 09/09/03 MAINE & MARITIMES CORP X 09/10/03 MDU RESOURCES GROUP INC DE X X 09/09/03 MEDIX RESOURCES INC CO X 09/10/03 MERCANTILE BANKSHARES CORP MD X X 09/09/03 MEREDITH ENTERPRISES INC DE X X 08/27/03 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 09/10/03 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 09/10/03 MFA MORTGAGE INVESTMENTS MD X X X 09/10/03 MORTGAGE ASSET SEC TRANS INC MORT PAS DE X X 08/25/03 NANOPHASE TECHNOLOGIES CORPORATION IL X X 09/05/03 NATIONAL CITY CORP DE X X 09/10/03 NATIONAL ENERGY GROUP INC DE X X 08/28/03 NATIONAL HEALTH INVESTORS INC MD X 09/10/03 NATIONAL HOME HEALTH CARE CORP DE X 09/10/03 NATIONAL SEMICONDUCTOR CORP DE X X 09/09/03 NETIQ CORP X X 09/08/03 NEWELL RUBBERMAID INC DE X X 09/10/03 NICOR INC IL X 09/09/03 NORTHWESTERN CORP DE X X 09/09/03 OLYMPIC RESOURCES LTD A1 X 09/10/03 ONE PRICE CLOTHING STORES INC DE X X 09/10/03 OPENWAVE SYSTEMS INC DE X X 09/09/03 OPTIMUMCARE CORP /DE/ DE X X 09/03/03 PACIFIC GAS & ELECTRIC CO CA X 09/10/03 PACIFIC INTERMEDIA INC X 09/09/03 PARK PHARMACY CORP CO X X 09/02/03 PATRIOT BANK CORP DE X X 09/10/03 PG&E CORP CA X 09/10/03 PLAINS ALL AMERICAN PIPELINE LP DE X X 09/09/03 PLUMTREE SOFTWARE INC DE X X 09/10/03 PREMIER FINANCIAL BANCORP INC KY X X 09/09/03 PRICE LEGACY CORP MD X X 09/09/03 PRINCETON VIDEO IMAGE INC NJ X X 08/02/03 PRINCIPAL FINANCIAL GROUP INC DE X 09/10/03 QLT INC/BC A1 X X 09/09/03 QUIKSILVER INC DE X X 09/10/03 REGIONS FINANCIAL CORP DE X X 09/10/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 04/04/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 09/10/03 RESORTQUEST INTERNATIONAL INC DE X 09/08/03 RICHARDSON ELECTRONICS LTD/DE DE X 08/30/03 RITA MEDICAL SYSTEMS INC DE X 09/10/03 ROSS SYSTEMS INC/CA DE X X 09/10/03 AMEND SAFLINK CORP DE X X 09/09/03 SAMSONITE CORP/FL DE X 09/10/03 SELECT COMFORT CORP MN X X X 09/10/03 SELECT MEDICAL CORP DE X X 09/02/03 SELECTICA INC DE X X 09/08/03 SEQUOIA RESIDENTIAL FUNDING INC X X 08/27/03 SKYWORKS SOLUTIONS INC DE X X 09/09/03 SMARTIRE SYSTEMS INC X 09/10/03 SORRENTO NETWORKS CORP NJ X X 09/04/03 SPRINT CORP KS X 09/10/03 STONE & WEBSTER INC DE X X 09/05/03 STRUCTURED ASSET SECURITIES CORP SERI DE X 08/25/03 STRUCTURED PRODUCTS CORP DE X 09/10/03 STRUCTURED PRODUCTS CORP CAST STEP UP DE X 09/10/03 STRUCTURED PRODUCTS CORP CAST STEP UP DE X 09/10/03 STRUCTURED PRODUCTS CORP CASTSM STEP DE X 09/10/03 TALK AMERICA HOLDINGS INC DE X X 09/09/03 TELEFLEX INC DE X X X 09/09/03 TENNECO AUTOMOTIVE INC DE X X 09/09/03 TOPPS CO INC DE X 09/10/03 TOYOTA AUTO FINANCE RECEIVABLES LLC DE X X 09/08/03 UNIVERSAL STAINLESS & ALLOY PRODUCTS DE X X 09/05/03 UNIVERSAL STAINLESS & ALLOY PRODUCTS DE X X 09/05/03 UNOVA INC DE X 09/08/03 URSTADT BIDDLE PROPERTIES INC MD X 09/10/03 VENDINGDATA CORP NV X X 09/10/03 VERITY INC \DE\ DE X 09/10/03 VERTICAL COMPUTER SYSTEMS INC NV X 09/08/03 AMEND VIISAGE TECHNOLOGY INC DE X X 09/08/03 VION PHARMACEUTICALS INC DE X X 09/08/03 WACHOVIA COMMERCIAL MORTGAGE SECURITI NC X X 08/27/03 WALLACE SILVER INC ID X X 09/09/03 WAMU MORTAGE PASS THRU CERT SER 2003- DE X 09/10/03 WASHINGTON MUTUAL INC WA X 09/09/03 WASHINGTON MUTUAL MORT SEC CORP WAMU DE X 08/29/03 WASHINGTON MUTUAL MORT SEC CORP WAMU DE X X 09/01/03 WASHINGTON MUTUAL MORTGAGE SECURITIES DE X 09/10/03 WORLD AIRWAYS INC /DE/ DE X X 09/10/03 XOMA LTD /DE/ DE X X 09/09/03 YOUBET COM INC DE X X 09/08/03 ZIONS BANCORPORATION /UT/ UT X 09/10/03