SEC NEWS DIGEST Issue 2004-221 November 17, 2004 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS CLOSED MEETING – TUESDAY, NOVEMBER 23, 2004 – 2:00 P.M. The subject matter of the closed meeting scheduled for Tuesday, November 23, will be: Formal orders of investigations; Institution and settlement of injunctive actions; Institution and settlement of administrative proceedings of an enforcement nature; and Adjudicatory matters. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070. ENFORCEMENT PROCEEDINGS COMMISSION BARS MICHAEL JOHN HANCHAR FROM ASSOCIATION WITH ANY BROKER, DEALER, TRANSFER AGENT, OR INVESTMENT ADVISER On November 16, the Commission, pursuant to Sections 15(b)(6) and 17A(c)(4)(C) of the Securities Exchange Act of 1934 and Section 203(f) of the Investment Advisers Act of 1940, barred Michael John Hanchar from association with any broker, dealer, transfer agent, or investment adviser. Hanchar’s bar, to which he consented, is based on his conviction for class four felony theft in Colorado state court. The count of the criminal compliant and information to which Hanchar pled guilty alleged that between January 2002 and November 2002, Hanchar feloniously, unlawfully, and knowingly obtained or exercised control over more than a million dollars belonging to his employer without authorization or by threat or deception, and then, with the intent to deprive permanently his employer of the use and benefit of such property, used the funds for his personal benefit. At the time of his thefts, Hanchar worked as a manager for Liberty Funds Services, Inc., a registered transfer agent for the Liberty family of mutual funds. At the same time, Hanchar was also a registered representative of Liberty Funds Distributor, Inc., a registered broker-dealer, and associated with Stein Roe & Farnham, Inc., a registered investment adviser. (Rel. 34- 50675; IA-2327; File No. 3-11738) SEC SETTLES MARKET TIMING ACTION AGAINST GARY PILGRIM On November 17, the Commission issued an Order (the Order) instituting settled administrative and cease-and-desist proceedings against Gary L. Pilgrim (Pilgrim) pursuant to Section 8A of the Securities Act of 1933 (Securities Act), Sections 17A(c)(4)(C) and 21C of the Securities Exchange Act of 1934 (Exchange Act), Sections 203(f) and 203(k) of the Investment Advisers Act of 1940 (Advisers Act), and Sections 9(b) and 9(f) of the Investment Company Act of 1940 (Investment Company Act). The Commission’s Order directs Pilgrim to cease and desist from committing or causing violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, Sections 206(1) and 206(2) of the Investment Advisers Act of 1940, and Section 34(b) of the Investment Company Act of 1940. The Order also requires Pilgrim to comply with certain undertakings, and directs him to pay $60 million in disgorgement and $20 million in civil money penalties. The $80 million in penalties and disgorgement will be distributed pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, in conjunction with an additional $80 million to be paid by Pilgrim Baxter & Associates (PBA) co-founder, Gary L. Pilgrim, in a simultaneous proceeding; and with the $90 million that PBA paid in July 2004. See In the Matter of Pilgrim Baxter & Associates, Ltd., Administrative Proceeding File No. 3-11524 (June 21, 2004). In addition, the Order bars Pilgrim from among other things, association with any investment adviser or transfer agent. Pilgrim consented to the issuance of the Order without admitting or denying the findings contained therein. In the Order, the Commission finds that from at least June 1998 through December 2001, PBA, under the leadership of Baxter and PBA co-founder, Gary L. Pilgrim (Pilgrim), permitted several investors, including investors associated with personal friends of Baxter and Pilgrim, to trade rapidly in and out of certain PBHG Funds, reaping profits and impacting the value of the funds to the detriment of long-term investors. The Commission further finds that in 1995, Pilgrim, who, in addition to his other positions, managed the PBHG Growth Fund, invested in a hedge fund that was managed by a friend (the Hedge Fund). The Commission further finds that, in March 2000, the Hedge Fund, with the knowledge and permission of Pilgrim, and contrary to the PBHG Funds’ disclosed policies, began to trade rapidly in and out of certain PBHG Funds, including the PBHG Growth fund, again to the detriment of long- term investors. The Commission finds that Pilgrim willfully violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Sections 206(1) and 206(2) of the Advisers Act, and Section 34(b) of the Investment Company Act. The settlement further involves the Commission’s dismissal of its federal district court action insofar as Baxter and Pilgrim are the only remaining defendants (SEC v. Gary L. Pilgrim, Harold J. Baxter and Pilgrim Baxter & Associates, Civil Action No. 03-CV-6341, E.D. Pa.). (Rels. 33-8505; 34-50680; IA-2328; IC-26655; File No. 3-11739; Press Rel. 2004-157) SEC SETTLES MARKET TIMING ACTION AGAINST HAROLD BAXTER On November 17, the Commission issued an Order (the Order) instituting settled administrative and cease-and-desist proceedings against Harold J. Baxter (Baxter) pursuant to Section 8A of the Securities Act of 1933 (Securities Act), Sections 17A(c)(4)(C), 15(b)(6) and 21C of the Securities Exchange Act of 1934 (Exchange Act), Sections 203(f) and 203(k) of the Investment Advisers Act of 1940 (Advisers Act), and Sections 9(b) and 9(f) of the Investment Company Act of 1940 (Investment Company Act). The Commission’s Order directs Baxter to cease and desist from committing or causing violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, Sections 206(1) and 206(2) of the Investment Advisers Act of 1940, and Section 34(b) of the Investment Company Act of 1940. It further directs him to cease and desist from causing violations of Section 204A of the Investment Advisers Act of 1940. The Order also requires Baxter to comply with certain undertakings, and directs him to pay $60 million in disgorgement and $20 million in civil money penalties. The $80 million in penalties and disgorgement will be distributed pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, in conjunction with an additional $80 million to be paid by Pilgrim Baxter & Associates (PBA) co-founder, Gary L. Pilgrim, in a simultaneous proceeding; and with the $90 million that PBA paid in July 2004. See In the Matter of Pilgrim Baxter & Associates, Ltd., Administrative Proceeding File No. 3-11524 (June 21, 2004). The Order further bars Baxter from, among other things, association with any broker, dealer, investment adviser or transfer agent. Baxter consented to the issuance of the Order without admitting or denying the findings contained therein. In the Order, the Commission finds that from, at least, June 1998 through December 2001, PBA, under the leadership of Baxter and PBA co- founder, Gary L. Pilgrim (Pilgrim), permitted several investors, including investors associated with personal friends of Baxter and Pilgrim, to trade rapidly in and out of certain PBHG Funds, reaping profits and impacting the value of the funds to the detriment of long- term investors. The Commission further finds that, at Baxter’s direction, PBA provided non-public, 30-day stale portfolio holdings information pertaining to certain PBHG funds to Baxter’s friend, the President of a New York brokerage firm. Baxter’s friend, in turn, provided the nonpublic information to customers of the New York Broker to use to facilitate market timing of certain PBHG funds and to exercise hedging strategies through other financial and brokerage institutions. The Commission finds that Baxter willfully violated Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 34(b) of the Investment Company Act. In addition, the Commission finds that Baxter willfully aided and abetted and caused PBA’s violations of Sections 204A, 206(1) and 206(2) of the Advisers Act. The settlement further involves the Commission’s dismissal of its federal district court action insofar as Baxter and Pilgrim are the only remaining defendants (SEC v. Gary L. Pilgrim, Harold J. Baxter and Pilgrim Baxter & Associates, Civil Action No. 03-CV-6341, E.D. Pa.). (Rels. 33-8506; 34-50681; IA-2329; IC-26656; File No. 3-11740; Press Rel. 2004-157) SEC OBTAINS TEMPORARY RESTRAINING ORDER AND ASSET FREEZE AGAINST MONEY MANAGER BRADFORD BLEIDT FOR DEFRAUDING CLIENTS OF MILLIONS The Commission announced that on November 12 it sought and obtained an asset freeze and temporary restraining order against Bradford C. Bleidt and his investment advisory firm, Allocation Plus Asset Management Co., Inc. of Boston. In the papers filed in U.S. District Court in Boston, the SEC charges that Bleidt, of Manchester, Massachusetts, defrauded his investment advisory clients of millions of dollars by leading them to believe their money was invested when in fact he was using it for himself. According to the Complaint, on or about Nov. 11, 2004, Bleidt sent a taped confession to SEC’s Boston office in which he admitted t that he had "stolen tens of millions" from clients over a period of 20 years. In its Complaint, the SEC charges that Bleidt confessed that he had clients make checks payable to Allocation Plus Management Corp. and then diverted the funds into a bank account that he controlled. The SEC also alleges that in the tape Bleidt stated "the day of reckoning" came about when he no longer had enough funds to cover a client’s requests for a withdrawal. "The money’s gone. I stole it," Bleidt said in the recording, according to the Complaint. In response to the SEC’s emergency motion, U.S. District Court Judge Richard G. Stearns froze the assets of Bleidt and Allocation Plus Management Co. The Court also entered an order requiring, among other things, that the defendants provide a detailed accounting of their assets and of the transactions concerning the fraud described in the Complaint. The Court’s order also restrains the defendants from violating certain antifraud provisions of the securities laws, specifically, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder and Sections 206(1) and (2) of the Investment Advisers Act of 1940. Among the relief the SEC is continuing to seek in its action are disgorgement of the defendants’ ill-gotten gains, with such monies to be distributed in accordance with a plan to be ordered by the Court. The SEC is also seeking penalties and a permanent injunction. [SEC v. Bradford C. Bleidt, et al., Civil Action No. 04- 12415-NG, D.Mass.] (LR-18972) CIVIL ACTION AGAINST FONECASH, INC. AND DANIEL CHARBONEAU On November 15, the Honorable Rosemary M. Collyer, U.S. District Judge for the District of Columbia, entered an Order against defendant Daniel E. Charboneau (Charboneau), restraining and enjoining him from further violations of Section 17(a) of the Securities Act of 1933, Sections 10(b) and 13(a) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. The Court also imposed a civil penalty against Charboneau of $10,470.30. The Commission’s complaint, filed on April 8, 2002, alleged that a registration statement, filed with the Commission by FoneCash, Inc. (FoneCash) in December 2001, and subsequent amendments, signed by Charboneau, the president of FoneCash, contained material misrepresentations and omissions. The misrepresentations included, among other things, the claim that FoneCash manufactured credit card terminals under a specified patent to which it obtained the exclusive rights in 1997, when in fact, the patent had lapsed in 1993. The complaint further alleged that Fonecash maintained a website which grossly misrepresented the company’s business and, through Charboneau, had distributed via the internet several misleading press releases which falsely described various mergers and acquisitions. For tips on how to avoid Internet “pump-and-dump” stock manipulation schemes, visit http://www.sec.gov/investor/online/pump.htm. For more information about Internet fraud, visit http://www.sec.gov/divisions/enforce/internetenforce.htm. To report suspicious activity involving possible Internet fraud, visit http://www.sec.gov/complaint.shtml. [SEC v. FoneCash, Inc., and Daniel E. Charboneau, Civil Action No. 1:02CV00651RJL (D.D.C.)] (LR-18973) SEC CHARGES FORMER BANK EMPLOYEES AND THEIR RELATIVES WITH INSIDER TRADING The Commission today filed a civil action in the U.S. District Court for the District of Columbia alleging that Russell T. Bradlee, Thomas F. Bradlee, Louis P. Stone, IV, and Angela DelVacchio violated the antifraud provisions of the federal securities laws by illegally buying, tipping, or recommending that others buy F&M Bancorp (F&M) common stock ahead of a March 13, 2003, public announcement that Mercantile Bankshares Corporation (Mercantile) and F&M had signed a definitive merger agreement pursuant to which Mercantile would acquire F&M. The Commission’s Complaint alleges that between Feb. 19, 2003, and Feb. 24, 2003, during their employment as analysts in the Affiliate Loan Review Department at Mercantile, Russell T. Bradlee and Louis P. Stone, IV learned material, nonpublic, and confidential information regarding the possible acquisition of F&M by Mercantile. The Complaint alleges that Russell Bradlee and Louis Stone misappropriated this information from their employer by using it to purchase common stock of F&M prior to the public announcement of the possible acquisition and by disclosing the information to others. Russell Bradlee tipped his father, Thomas F. Bradlee, about the possible acquisition, and his father then recommended F&M common stock to a friend. Thomas Bradlee bought common stock of F&M based on his son’s tip, and his friend bought F&M common stock based on Thomas Bradlee’s recommendation. Louis Stone tipped his sister, Angela DelVacchio, about the possible acquisition, and his sister recommended F&M common stock to her husband. Her husband then bought common stock of F&M based on the recommendation. Russell Bradlee, Thomas Bradlee, Thomas Bradlee’s friend, Louis Stone, and Angela DelVacchio’s husband all sold their F&M common stock after the public announcement of the possible acquisition. Without admitting or denying the allegations in the Commission’s Complaint, except for jurisdiction, each of the defendants has consented to entry of a proposed Final Judgment permanently enjoining him or her from further violations of the federal securities laws. Additionally, the proposed Final Judgment against Russell Bradlee orders him to disgorge his trading profits of $3,442, together with prejudgment interest thereon, and to pay a civil penalty of $10,000. The proposed Final Judgment against Thomas Bradlee orders him to disgorge his trading profits and the trading profits of his friend, in the aggregate amount of $112,628, together with prejudgment interest thereon, and to pay a civil penalty of $112,628. The proposed Final Judgment against Louis Stone finds him liable for disgorgement of his trading profits of $3,976, together with prejudgment interest thereon, but waives payment of those amounts, and does not order payment of a civil penalty, based on sworn representations in his Statement of Financial Condition submitted to the Commission. The proposed Final Judgment against Angela DelVacchio orders her to disgorge her husband’s unlawful trading profits of $33,901, together with prejudgment interest thereon, and to pay a civil penalty of $33,901. The Commission acknowledges the assistance provided by the NASD in the investigation of this matter. The Commission’s investigation in this matter is continuing. [SEC v. Russell T. Bradlee, Thomas F. Bradlee, Louis P. Stone, IV, and Angela DelVacchio, Civil Action No. 04CV02011(JGP) D.D.C.] (LR-18974) SEC SUES THIRD NCFE EXECUTIVE FOR ROLE IN $1 BILLION FRAUD The Commission today sued John Allen Snoble, a former Vice-President and Controller at National Century Financial Enterprises, Inc. (NCFE), alleging that Snoble participated in a scheme to defraud investors in securities issued by subsidiaries of NCFE. NCFE, a private corporation located in Dublin, Ohio, and its subsidiaries collapsed suddenly in October 2002 when investors discovered that the companies had hidden massive cash and collateral shortfalls from investors and auditors. The collapse caused investor losses exceeding $1 billion. Snoble, a resident of Columbus, Ohio, consented to a permanent injunction prohibiting him from violating the anti-fraud provisions of the federal securities laws; an order barring him from serving as an officer or director of a public company; and disgorgement, prejudgment interest, and a civil penalty, with those amounts to be determined at a later hearing. The complaint, which was filed in the United States District Court for the Southern District of Ohio, alleges that two wholly owned subsidiaries of NCFE purchased medical accounts receivable from health- care providers and issued notes that securitized those receivables. From at least 1999 to 2002, the subsidiaries offered and sold at least $3.25 billion in total notes through private placements to investors. The complaint further alleges that senior NCFE officials improperly “advanced” to health-care providers $1 billion or more of the capital raised from investors without receiving required medical accounts receivable in return. These advances were essentially unauthorized, unsecured loans to distressed or defunct health-care providers—some of which were partly or wholly owned by NCFE or its principals. The unsecured advances were inconsistent with representations made by senior NCFE officials in offering documents provided to investors. According to the complaint, Snoble aided other NCFE officials in concealing their fraud from trustees, investors, potential investors, and auditors by executing unsecured advances, by executing fraudulent fund transfers, and by providing independent auditors with materially misleading information in connection with yearly audits of NCFE. The Commission filed its action at the same time that the U.S. Attorney's Office for the Southern District of Ohio unsealed a criminal information against Snoble for the conduct that is the subject of the Commission's complaint. The Commission thanks the United States Attorney’s Office and the Federal Bureau of Investigation for their assistance in this investigation. The Commission is continuing its investigation in this matter as to other parties. [SEC v. John Allen Snoble Civil Action No. C2:04-1089 (S.D. Ohio)] (LR-18975) FORMER MEDI-HUT OFFICERS SENTENCED TO PRISON FOR SECURITIES FRAUD AND LYING TO SEC INVESTIGATORS The Commission announced today that on November 16 the United States District Court for the District of New Jersey sentenced three top former officers of Medi-Hut Co., Inc. (Medi-Hut), a drug wholesaler based in New Jersey, to prison for their participation in a conspiracy to inflate the revenues and earnings of Medi-Hut and for lying to SEC investigators. Medi-Hut's former Chief Executive Officer, Joseph A. Sanpietro, was sentenced to 46 months in prison and a $50,000 fine, former Chief Financial Officer, Laurence M. Simon was sentenced to 46 months in prison and a $5,000 fine, and former Vice President of Sales, Lawrence P. Marasco, was sentenced to 42 months in prison and a $70,000 fine. All three individuals previously settled parallel civil charges filed by the SEC on Aug. 19, 2003. [SEC v. Medi-Hut Co., Inc., Joseph A. Sanpietro, Laurence M. Simon and Lawrence P. Marasco, Civil Action No. 03Civ 3921 (Jose L. Linares) D.N.J.] (LR-18976) COMMISSION CHARGES TWO NEW HAMPSHIRE RESIDENTS WITH INSIDER TRADING The Commission announced that on November 16 it filed a civil fraud action against Kevin J. Hobbs of Mont Vernon, New Hampshire, and Bruce C. Mayhew of Manchester, New Hampshire, alleging that they engaged in illegal insider trading in the securities of Granite State Bankshares, Inc., formerly a publicly-traded New Hampshire bank. The Commission’s complaint alleges that Hobbs, then an administrative vice president and director of internal audit for Granite State, obtained material, nonpublic information in late October and early November 2002 concerning the upcoming acquisition of Granite State by Chittenden Corp., a bank holding company based in Vermont. According to the complaint, Hobbs tipped Mayhew, his friend and partner in an investment club, and both Hobbs and Mayhew thereafter bought shares of Granite State prior to the public announcement of the acquisition. On November 7, 2002, Granite State and Chittenden announced the acquisition, causing Granite State’s stock price to rise by over $7 per share. The defendants’ illegal insider trading netted profits totaling approximately $146,000. The Commission’s complaint alleges that, as a result of his position as an insider at Granite State, beginning in late October 2002, Hobbs learned certain confidential information about the acquisition of the company. Among other things, at least two Granite State employees who reported to Hobbs discussed with him unusual document requests they had received from Granite State executives that suggested due diligence was being performed on Granite State or that an acquisition involving Granite State was going to happen. The complaint further alleges that Hobbs participated in discussions with other Granite State employees during this time period about the likelihood of an acquisition involving Granite State and heard numerous rumors among Granite State employees that an acquisition was taking place. According to the complaint, the information that Hobbs obtained was material, nonpublic information available only to insiders at Granite State, and the information confirmed for Hobbs that Granite State was engaged in acquisition-related activity. The complaint alleges that Hobbs tipped Mayhew, and that Hobbs purchased 10,030 shares of Granite State and Mayhew purchased 4,700 shares of Granite State while they were in possession of inside information. The complaint alleges that Hobbs breached a duty to Granite State by purchasing shares of Granite State while in possession of material, nonpublic information and by tipping Mayhew, and that Mayhew knew that Hobbs worked at Granite State and knew, or was reckless in not knowing, that Hobbs was providing confidential information to him in breach of Hobbs’ duty to Granite State. In its complaint, the Commission charged Hobbs and Mayhew with violating Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The Commission’s complaint seeks injunctive relief, disgorgement plus prejudgment interest, and civil penalties. The Commission acknowledges the assistance of the NASD Regulation, Inc., in connection with this investigation. [SEC v. Kevin Hobbs et al., (United States District Court for the District of New Hampshire, Civil Action No. 04-425-JM] (LR-18977) INVESTMENT COMPANY ACT RELEASES WACHOVIA CORPORATION, ET AL. The Commission has issued a temporary order to Wachovia Corporation, et al., under Section 9(c) of the Investment Company Act with respect to a securities-related injunction issued by the U.S. District Court for the District of Columbia on or about November 12, 2004. The temporary order exempts applicants and companies that become an affiliated person of the applicants from the provisions of Section 9(a) of the Act, until the earlier of Jan. 12, 2005, or until the Commission takes final action on the application for a permanent order. (Rel. IC-26654 – November 12) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGES The International Securities Exchange filed a proposed rule change (SR- ISE-2004-32) and Amendment No. 1 thereto relating to fee changes. Publication of the proposal is expected in the Federal Register during the week of November 15. (Rel. 34-50658) The Fixed Income Clearing Corporation filed a proposed rule change (SR- FICC-2004-05) that would allow FICC to amend its rules relating to the Participants Fund deposit requirements of its Mortgage-Backed Securities Division with respect to registered investment companies. Publication of the proposal is expected in the Federal Register during the week of November 15. (Rel. 34-50665) The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE- 2004-52) and Amendment No. 1 thereto under Section 19(b)(1) of the Securities Exchange Act of 1934 to amend its “Trigger” rule to permit RAES orders to automatically execute against orders resting on the Exchange’s limit order book. Publication of the proposal is expected in the Federal Register during the week of November 15. (Rel. 34-50673) The International Securities Exchange filed a proposed rule change (SR- ISE 2004-09) and Amendments No. 1 and No. 2 thereto relating to trading options on reduced values of the S&P 1000 index. Publication of the proposal is expected in the Federal Register during the week of November 15. (Rel. 34-50674) APPROVAL OF PROPOSED RULE CHANGE The Commission granted approval of a proposed rule change (SR-FICC-2004- 11) filed by the Fixed Income Clearing Corporation to amend the rules of its Government Securities Division to modify the penalty assessment process for violations of minimum financial standards and for failures of members to submit requisite financial reports on a timely basis. Publication of the proposal is expected in the Federal Register during the week of November 15. (Rel. 34-50659) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES The Pacific Exchange filed a proposed rule change (SR-PCX-2004-102), which became effective upon filing, to amend its rules to set forth notification requirements for offerings of securities pursuant to Regulation M. Publication of the proposal is expected in the Federal Register during the week of November 15. (Rel. 34-50662) A proposed rule change (SR-PCX-2004-90) filed by the Pacific Exchange to extend the applicability of the Cross-and-Post functionality on the Archipelago Exchange facility to PNP Cross Orders has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of November 22. (Rel. 34-50668) A proposed rule change (BSE-2004-47) filed by the Boston Stock Exchange relating to $5 Quotation Spreads on the Boston Options Exchange, has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of November 22. (Rel. 34-50669) A proposed rule change (SR-NASD-2004-167) filed by the National Association of Securities Dealers, through its subsidiary, The Nasdaq Stock Market, Inc., to establish combined Nasdaq Market Center and Brut pricing for NASD members has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of November 22. (Rel. 34-50670) AMENDMENTS TO PROPOSED RULE CHANGE The New York Stock Exchange filed Amendment Nos. 2 and 3 to a proposed rule change (SR-NYSE-2004-05) relating to enhancements to the Exchange's existing automatic execution facility pilot (NYSE Direct+). Publication of the noticel is expected in the Federal Register during the week of November 22. (Rel. 34-50667) 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 COSTCO WHOLESALE CORP /NEW, 999 LAKE DRIVE, ISSAQUAH, WA, 98027-, 4253138100 - 12,000,000 ($584,280,000.00) Equity, (File 333-120523 - Nov. 16) (BR. 02) S-3 PITNEY BOWES INC /DE/, WORLD HEADQUARTERS 61-11, ONE ELMCROFT ROAD, STAMFORD, CT, 06926, 2033565000 - 0 ($2,500,000,000.00) Other, (File 333-120525 - Nov. 16) (BR. 03) S-4 BELL MICROPRODUCTS INC, 1941 RINGWOOD AVE, SAN JOSE, CA, 95131-1721, 4084519400 - 0 ($110,000,000.00) Debt Convertible into Equity, (File 333-120527 - Nov. 16) (BR. 36) S-3 NATIONAL RESEARCH CORP, 1245 Q STREET, LINCOLN, NE, 68508, 4024752525 - 250,000 ($4,062,500.00) Equity, (File 333-120529 - Nov. 16) (BR. 01) S-8 NATIONAL RESEARCH CORP, 1245 Q STREET, LINCOLN, NE, 68508, 4024752525 - 600,000 ($9,750,000.00) Equity, (File 333-120530 - Nov. 16) (BR. 01) S-3 ELITE PHARMACEUTICALS INC /DE/, 165 LUDLOW AVENUE, NORTHVALE, NJ, 07647, 2017502646 - 0 ($24,987,720.00) Equity, (File 333-120531 - Nov. 16) (BR. 01) S-8 CANYON RESOURCES CORP, 14142 DENVER W PKWY STE 250, GOLDEN, CO, 80401, 3032788464 - 0 ($6,321,878.78) Equity, (File 333-120534 - Nov. 16) (BR. 04) S-4 RPM INTERNATIONAL INC/DE/, 2628 PEARL RD, P O BOX 777, MEDINA, OH, 44258, 3302735090 - 200,000,000 ($200,000,000.00) Non-Convertible Debt, (File 333-120536 - Nov. 16) (BR. 06) SB-2 AUTO DATA NETWORK, 1 ROCKEFELLER PLAZA - SUITE 1600, NEW YORK, NY, 10020, 2125214497 - 2,942,656 ($6,326,710.00) Equity, (File 333-120537 - Nov. 16) (BR. 08) S-8 CHARLES RIVER ASSOCIATES INC, 200 CLARENDON STREET, T-33, BOSTON, MA, 02116, 6174253000 - 0 ($17,661,223.00) Equity, (File 333-120539 - Nov. 16) (BR. 37) S-8 XTO ENERGY INC, 810 HOUSTON ST, STE 2000, FORT WORTH, TX, 76102, 8178702800 - 0 ($594,000,000.00) Equity, (File 333-120540 - Nov. 16) (BR. 04) S-8 UNITED FINANCIAL MORTGAGE CORP, 815 COMMERCE DRIVE, SUITE 100, OAK BROOK, IL, 60523, 6305717222 - 400,000 ($1,772,000.00) Equity, (File 333-120541 - Nov. 16) (BR. 07) N-2 COHEN & STEERS REIT & UTILITY INCOME FUND INC, 40 ($1,000,000.00) Equity, (File 333-120542 - Nov. 16) (BR. 22) S-3 WFS RECEIVABLES CORP 3, 23 PASTEUR, IRVINE, CA, 92618, 949-753-3024 - 0 ($1,500,000,000.00) Asset-Backed Securities, (File 333-120543 - Nov. 16) (BR. 05) S-8 Icoria, Inc., 108 T.W. ALEXANDER DR., P.O. BOX 14528, RTP, NC, 27709-4528, 9194253000 - 2,000,000 ($800,000.00) Equity, (File 333-120544 - Nov. 16) (BR. 01) S-3 OLD NATIONAL BANCORP /IN/, ONE MAIN ST, EVANSVILLE, IN, 47708, 8124641434 - 0 ($76,830,000.00) Equity, (File 333-120545 - Nov. 16) (BR. 07) S-3 COINSTAR INC, 1800 114TH AVENUE S E, BELLEVUE, WA, 98004, 4259438000 - 0 ($200,000,000.00) Equity, (File 333-120546 - Nov. 16) (BR. 37) S-8 COINSTAR INC, 1800 114TH AVENUE S E, BELLEVUE, WA, 98004, 4259438000 - 1,000,000 ($26,210,000.00) Equity, (File 333-120547 - Nov. 16) (BR. 37) S-3 ZIX CORP, 2711 NORTH HASKELL AVENUE, SUITE 2300, LB 36, DALLAS, TX, 75204-2960, 214-370-2000 - 0 ($31,609,000.00) Equity, (File 333-120548 - Nov. 16) (BR. 03) S-3 US XPRESS ENTERPRISES INC, 4080 JENKINS ROAD, CHATTANOOGA, TN, 37421, 4235103000 - 4,600,000 ($102,074,000.00) Equity, (File 333-120549 - Nov. 16) (BR. 05) S-4 TECH DATA CORP, 5350 TECH DATA DR, CLEARWATER, FL, 33760, 7275397429 - 0 ($290,000,000.00) Non-Convertible Debt, (File 333-120552 - Nov. 16) (BR. 03) S-8 BENTLEY COMMERCE CORP, 9040 TOWN CENTER PARKWAY, BRADENTON, FL, 34202, 3104452599 - 100,000,000 ($1,000,000.00) Equity, (File 333-120553 - Nov. 16) (BR. 08) S-8 AAMES INVESTMENT CORP, 350 SOUTH GRAND AVENUE, 43RD FL, LOS ANGELES, CA, 90071, 323-210-5000 - 0 ($54,667,500.00) Equity, (File 333-120554 - Nov. 16) (BR. 08) S-3 Icoria, Inc., 108 T.W. ALEXANDER DR., P.O. BOX 14528, RTP, NC, 27709-4528, 9194253000 - 21,457,632 ($8,368,476.48) Equity, (File 333-120555 - Nov. 16) (BR. 01) S-8 NUCLEAR SOLUTIONS INC, 1050 CONNECTICUT AVENUE, N.W.,SUITE 1000, WASHINGTON, DC, 20036, 2027723133 - 0 ($2,400,000.00) Equity, (File 333-120556 - Nov. 16) (BR. 01) S-8 CENDANT CORP, 9 WEST 57TH STREET, NEW YORK, NY, 10019, 2124131800 - 5,900,000 ($133,369,500.00) Equity, (File 333-120557 - Nov. 16) (BR. 08) S-8 GENESEE & WYOMING INC, 66 FIELD POINT ROAD, GREENWICH, CT, 06830, 2036293722 - 1,125,000 ($30,273,750.00) Equity, (File 333-120558 - Nov. 16) (BR. 05) S-8 Syneron Medical Ltd., 972-4-909-6200 - 0 ($55,599,255.00) Equity, (File 333-120559 - Nov. 16) (BR. 36) SB-2 Studio 54, 716 SAN LUIS REY PLACE, SAN DIEGO, CA, 92109, 760-320-5913 - 3,532,000 ($1,776,000.00) Equity, (File 333-120560 - Nov. 16) (BR. ) S-8 COMMUNICATIONS SYSTEMS INC, 213 S MAIN ST, HECTOR, MN, 55342, 3208486231 - 0 ($6,630,000.00) Equity, (File 333-120561 - Nov. 16) (BR. 37) S-8 AMERICANA PUBLISHING INC, 303 SAN MATEO NE, SUITE 104A, ALBUQUERQUE, NM, 87108, 5052656121 - 3,000,000 ($96,000.00) Asset-Backed Securities, (File 333-120562 - Nov. 16) (BR. 05) S-8 UNITED STATIONERS INC, 2200 E GOLF RD, DES PLAINES, IL, 60016-1267, 8476995000 - 0 ($124,685,000.00) Equity, (File 333-120563 - Nov. 16) (BR. 04) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: 1.01 Entry into a Material Definitive Agreement 1.02 Termination of a Material Definitive Agreement 1.03 Bankruptcy or Receivership 2.01 Completion of Acquisition or Disposition of Assets 2.02 Results of Operations and Financial Condition 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off- Balance Sheet Arrangement 2.05 Cost Associated with Exit or Disposal Activities 2.06 Material Impairments 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 3.02 Unregistered Sales of Equity Securities 3.03 Material Modifications to Rights of Security Holders 4.01 Changes in Registrant’s Certifying Accountant 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review 5.01 Changes in Control of Registrant 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics 7.01 Regulation FD Disclosure 8.01 Other Events 9.01 Financial Statements and Exhibits 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 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 DATE COMMENT ------------------------------------------------------------------------------------------------ 1 800 FLOWERS COM INC DE 8.01,9.01 11/16/04 21ST CENTURY HOLDING CO FL 2.02,7.01,9.01 11/11/04 5 G WIRELESS COMMUNICATIONS INC NV 3.02 11/10/04 ACCESS PHARMACEUTICALS INC DE 7.01 11/16/04 ACCESS PHARMACEUTICALS INC DE 2.02,9.01 11/16/04 AMEND ACCESS WORLDWIDE COMMUNICATIONS INC DE 2.02 11/15/04 ACT TELECONFERENCING INC CO 2.02,9.01 11/15/04 ACTION PERFORMANCE COMPANIES INC AZ 2.02,9.01 11/15/04 AEOLUS PHARMACEUTICALS, INC. DE 7.01,9.01 11/16/04 AFFINITY GROUP INC DE 1.01,9.01 11/12/04 AGRONIX INC FL 5.03 11/16/04 ALABAMA POWER CO AL 8.01,9.01 11/09/04 ALBANY MOLECULAR RESEARCH INC DE 5.02 11/12/04 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE 7.01,9.01 11/15/04 ALLIANCE CAPITAL MANAGEMENT L P DE 7.01,9.01 11/15/04 ALLIS CHALMERS CORP DE 1.01,2.01,9.01 11/10/04 AMANASU TECHNOLOGIES CORP NV 5.02 11/12/04 AMC ENTERTAINMENT INC DE 7.01,9.01 11/15/04 AMERICAN CAMPUS COMMUNITIES INC MD 2.02,7.01,9.01 11/10/04 AMERICAN EDUCATION CORP NV 8.01,9.01 11/16/04 AMISTAR CORP CA 1.01,2.01,2.03,9.01 11/09/04 AMSOUTH BANCORPORATION DE 7.01,9.01 11/16/04 APARTMENT INVESTMENT & MANAGEMENT CO MD 7.01,9.01 11/16/04 APEX SILVER MINES LTD 2.02,8.01 11/15/04 APPLEBEES INTERNATIONAL INC DE 1.01 11/16/04 ARLINGTON HOSPITALITY INC DE 4.01,9.01 11/10/04 ARTHROCARE CORP DE 2.02,9.01 11/15/04 ARVINMERITOR INC IN 2.02,9.01 11/15/04 ASB HOLDING CO 2.02,9.01 11/16/04 ASSET BACKED PASS THRU CERTS SERIES 2 DE 8.01,9.01 11/15/04 ASTRO MED INC /NEW/ RI 5.02 11/15/04 ATMI INC DE 5.02 11/16/04 ATWOOD OCEANICS INC TX 7.01,9.01 11/16/04 AVISTAR COMMUNICATIONS CORP DE 1.01,9.01 11/12/04 BALLY TOTAL FITNESS HOLDING CORP DE 4.02,9.01 11/10/04 BALLY TOTAL FITNESS HOLDING CORP DE 8.01,9.01 11/15/04 BANC OF AMERICA COMM MORT INC PASS TH DE 9.01 11/10/04 BANK OF AMERICA CORP /DE/ DE 8.01,9.01 11/10/04 Bear Stearns ARM Trust, Mortgage Pass DE 9.01 10/29/04 BEAR STEARNS ASSET BACK SECURITIES TR DE 8.01,9.01 07/26/04 AMEND BEAR STEARNS ASSET BACKED FUND INC WH DE 8.01,9.01 11/15/04 BEAR STEARNS ASSET BACKED WHOLE AUTO DE 8.01,9.01 11/16/04 Bear Stearns Asset Backed Whole Auto DE 8.01,9.01 11/15/04 BEAR STEARNS COMMERCIAL MORTGAGE SEC DE 8.01,9.01 11/12/04 BEAR STEARNS COMMERCIAL MORTGAGE SECU DE 8.01,9.01 11/12/04 Bear Stearns Commercial Mortgage Secu DE 8.01,9.01 11/12/04 BellaVista Funding CORP DE 9.01 11/12/04 BENIHANA INC DE 2.02,9.01 11/16/04 BFC FINANCIAL CORP FL 7.01 11/16/04 BIO TRACKING SECURITY INC FL 5.01,5.02,7.01,9.01 11/15/04 BIOTIME INC CA 2.02,9.01 11/15/04 BJS WHOLESALE CLUB INC DE 2.02,9.01 11/16/04 BLUE NILE INC DE 7.01 11/12/04 BLUETORCH, INC. 3.02,8.01 07/01/04 BOOKS A MILLION INC DE 2.02,9.01 10/30/04 BORDEN CHEMICAL INC NJ 2.02,9.01 11/15/04 BORDERS GROUP INC DE 7.01,9.01 10/24/04 BRAVO FOODS INTERNATIONAL CORP DE 7.01 11/15/04 BRIGHAM EXPLORATION CO DE 7.01,9.01 11/15/04 C&D TECHNOLOGIES INC DE 2.02,9.01 11/16/04 CALLISTO PHARMACEUTICALS INC DE 5.02 11/15/04 CANARGO ENERGY CORP DE 7.01 11/16/04 CANARGO ENERGY CORP DE 2.02,9.01 11/15/04 CAPTEC FRANCHISE CAPITAL PARTNERS L P DE 8.01,9.01 11/16/04 CAPTEC FRANCHISE CAPITAL PARTNERS LP DE 8.01,9.01 11/16/04 CARCO AUTO LOAN MASTER TRUST DE 8.01,9.01 11/15/04 CARDIODYNAMICS INTERNATIONAL CORP CA 8.01 11/16/04 CARMAX INC VA 9.01 11/16/04 CARROLLTON BANCORP MD 7.01,9.01 11/16/04 CBRL GROUP INC TN 2.02,7.01,9.01 11/16/04 CC V HOLDINGS LLC DE 8.01,9.01 11/15/04 CC V HOLDINGS LLC DE 8.01,9.01 11/15/04 CCH II LLC 8.01,9.01 11/15/04 CCH II LLC 8.01,9.01 11/15/04 CCO HOLDINGS LLC 8.01,9.01 11/15/04 CCO HOLDINGS LLC 8.01,9.01 11/15/04 CELLCO PARTNERSHIP 5.02 11/09/04 CELLULAR TECHNICAL SERVICES CO INC DE 2.02,9.01 11/12/04 CENTURY REALTY TRUST IN 2.02,9.01 11/15/04 CHAMPIONSHIP AUTO RACING TEAMS INC DE 7.01,8.01,9.01 11/15/04 CHARTER COMMUNICATIONS HOLDINGS LLC DE 8.01,9.01 11/15/04 CHARTER COMMUNICATIONS HOLDINGS LLC DE 8.01,9.01 11/15/04 CHARTER COMMUNICATIONS INC /MO/ DE 8.01,9.01 11/15/04 CHARTER COMMUNICATIONS INC /MO/ DE 8.01,9.01 11/15/04 CHARTER COMMUNICATIONS INC /MO/ DE 8.01,9.01 11/15/04 AMEND CHARTER COMMUNICATIONS INC /MO/ DE 8.01,9.01 11/15/04 AMEND CHATTEM INC TN 8.01 11/12/04 CHEESECAKE FACTORY INCORPORATED DE 8.01,9.01 11/16/04 CHENIERE ENERGY INC DE 8.01,9.01 11/12/04 CHENIERE ENERGY INC DE 7.01,9.01 11/12/04 CHILDRENS PLACE RETAIL STORES INC 2.02,9.01 11/11/04 CHINA NETTV HOLDINGS INC NV 1.01,5.01,5.02,9.01 11/05/04 CINCINNATI BELL INC OH 7.01,9.01 11/16/04 CLAYTON WILLIAMS ENERGY INC /DE DE 7.01,9.01 11/16/04 CLICKABLE ENTERPRISES INC DE 1.01,3.02,3.03,5.03 10/15/04 CLICKNSETTLE COM INC DE 2.02,9.01 11/15/04 CLOROX CO /DE/ DE 1.01,2.03 11/10/04 COASTAL BANKING CO INC SC 2.02,9.01 11/12/04 COHESANT TECHNOLOGIES INC DE 8.01,9.01 11/16/04 COLUMBIA LABORATORIES INC DE 8.01,9.01 11/15/04 COMM 2004-LNB4 DE 8.01,9.01 11/12/04 COMMODORE APPLIED TECHNOLOGIES INC DE 7.01,9.01 11/16/04 COMMSCOPE INC DE 7.01,9.01 11/16/04 COMMUNITY BANKS INC /PA/ PA 8.01,9.01 11/16/04 COMMUNITY INVESTORS BANCORP INC OH 2.02,9.01 11/12/04 COMPASS MINERALS INTERNATIONAL INC DE 2.02,9.01 11/11/04 CONMED CORP NY 1.01,3.02,9.01 11/10/04 CONSOLIDATED EDISON INC NY 1.01,2.03,9.01 11/09/04 CONSOLIDATED NATURAL GAS CO/VA DE 8.01,9.01 11/15/04 CONTINUCARE CORP FL 1.01 11/15/04 COOPER COMPANIES INC DE 8.01,9.01 11/16/04 Copano Energy, L.L.C. DE 8.01,9.01 11/15/04 CORPORATE PROPERTY ASSOCIATES 15 INC MD 2.02,7.01,9.01 11/16/04 COST PLUS INC/CA/ CA 1.01,1.02,2.03,9.01 11/10/04 COTELLIGENT INC DE 8.01,9.01 11/15/04 COVAD COMMUNICATIONS GROUP INC DE 8.01,9.01 11/11/04 COVALENT GROUP INC NV 2.02,9.01 11/15/04 COVER ALL TECHNOLOGIES INC DE 2.02,9.01 11/15/04 CPI CORP DE 8.01 11/12/04 CREDIT SUISSE FIRST BOSTON MORTGAGE A DE 9.01 11/16/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE 8.01,9.01 11/16/04 CRITICAL HOME CARE INC NV 1.01,5.03,8.01,9.01 11/10/04 CRT PROPERTIES INC FL 7.01,9.01 11/15/04 CSFB COMMERCIAL MORT PASS THR CERTS S DE 8.01,9.01 11/15/04 CTI MOLECULAR IMAGING INC DE 2.02,7.01 11/16/04 CURATIVE HEALTH SERVICES INC 1.01,1.02,5.02,9.01 11/10/04 CWABS INC DE 8.01,9.01 11/12/04 CWALT INC 8.01,9.01 11/12/04 DAIMLERCHRYSLER AUTO TRUST 2004-A MI 8.01,9.01 11/08/04 DAIMLERCHRYSLER AUTO TRUST 2004-B MI 8.01,9.01 11/08/04 DAIMLERCHRYSLER MASTER OWNER TRUST 8.01,9.01 11/15/04 DAIMLERCHRYSLER SERVICES NORTH AMERIC MI 8.01,9.01 11/16/04 DANAHER CORP /DE/ DE 1.01,5.02,9.01 11/15/04 DATARAM CORP NJ 2.02,9.01 11/16/04 DATASTREAM SYSTEMS INC DE 3.01,7.01,9.01 11/15/04 DATATEC SYSTEMS INC DE 5.02,8.01,9.01 11/10/04 DEFENSE INDUSTRIES INTERNATIONAL INC NV 2.02,9.01 11/16/04 DESERT CAPITAL REIT INC MD 1.01,9.01 11/10/04 DIGITAL ANGEL CORP DE 8.01,9.01 11/16/04 DIGITAL RECORDERS INC NC 2.02,9.01 11/15/04 DOR BIOPHARMA INC DE 2.02,9.01 11/15/04 DOWNEY FINANCIAL CORP DE 7.01,9.01 10/31/04 DRYCLEAN USA INC DE 2.02,9.01 11/12/04 EAGLE PICHER HOLDINGS INC DE 7.01,9.01 11/15/04 EL PASO CORP/DE DE 8.01,9.01 11/16/04 EL PASO CORP/DE DE 8.01,9.01 11/16/04 AMEND ELECTRIC CITY CORP DE 2.02,9.01 11/15/04 ELECTRONIC GAME CARD INC NV 1.01,3.02,9.01 10/12/04 ENERGIZER HOLDINGS INC MO 1.01 11/16/04 ENERGY TRANSFER PARTNERS LP DE 2.02,7.01,9.01 11/15/04 EnerSys DE 2.02,7.01,9.01 11/16/04 ENHERENT CORP DE 2.02,9.01 11/15/04 ENSCO INTERNATIONAL INC DE 7.01,9.01 11/15/04 ENVIRONMENTAL ELEMENTS CORP DE 2.02,9.01 11/16/04 EPLUS INC DE 2.02,9.01 11/16/04 EPLUS INC DE 2.02,9.01 11/15/04 ESCO TECHNOLOGIES INC MO 2.02,7.01,9.01 09/30/04 ESSENTIAL REALITY INC NV 1.01,2.02,3.02,9.01 11/11/04 EXCO RESOURCES INC TX 2.02,9.01 11/12/04 EXELON CORP PA 7.01,9.01 11/16/04 EXELON CORP PA 2.04,9.01 11/16/04 FARMER MAC MORTGAGE SECURITIES CORP DE 9.01 11/16/04 FARMER MAC MORTGAGE SECURITIES CORP DE 9.01 11/16/04 FARMER MAC MORTGAGE SECURITIES CORP DE 9.01 11/16/04 FARMER MAC MORTGAGE SECURITIES CORP DE 9.01 11/16/04 FEDERAL NATIONAL MORTGAGE ASSOCIATION 2.02,9.01 11/15/04 FEDEX CORP DE 7.01,9.01 11/10/04 FERRELLGAS PARTNERS L P DE 3.02 11/16/04 FINDEX COM INC NV 2.02,9.01 11/15/04 FIREARMS TRAINING SYSTEMS INC DE 2.02,9.01 11/15/04 FIRST HORIZON ASSET SECURITIES INC DE 8.01,9.01 11/16/04 FIRST PLACE FINANCIAL CORP /DE/ DE 8.01,9.01 11/16/04 FIRST REGIONAL BANCORP CA 8.01,9.01 11/16/04 FIVE STAR QUALITY CARE INC 2.02,9.01 11/15/04 FLEXIBLE SOLUTIONS INTERNATIONAL INC NV 2.02,9.01 11/15/04 FOOTSTAR INC DE 7.01,9.01 11/16/04 FOUNTAIN POWERBOAT INDUSTRIES INC 1.01,9.01 11/09/04 GAYLORD ENTERTAINMENT CO /DE DE 7.01 11/16/04 GE COMM MORT PASS THROUGH CERT SERIES DE 8.01,9.01 11/10/04 GE COMMERCIAL MORT CORP MORT PASS-THR DE 9.01 11/10/04 GE COMMERCIAL MORT CORP PASS THR CERT DE 8.01,9.01 11/10/04 GENAISSANCE PHARMACEUTICALS INC DE 1.01,9.01 11/15/04 GENCORP INC OH 8.01 11/15/04 GENCORP INC OH 7.01,9.01 11/15/04 GENENTECH INC DE 5.02,9.01 11/10/04 GENETRONICS BIOMEDICAL CORP 2.02,9.01 11/15/04 GENTEK INC DE 2.02,9.01 11/16/04 GENTEK INC DE 1.01 11/11/04 GENUINE PARTS CO GA 1.02,3.03,5.03,9.01 11/16/04 GLENAYRE TECHNOLOGIES INC DE 5.02,9.01 11/12/04 GMAC COMMERCIAL MORTGAGE PASS-THR CER DE 8.01,9.01 11/10/04 GOAMERICA INC DE 2.02,8.01,9.01 11/11/04 Gold Kist Inc. DE 2.02,9.01 11/16/04 GOLF TRUST OF AMERICA INC MD 2.06 11/12/04 GOLF TRUST OF AMERICA INC MD 2.01,9.01 07/15/04 AMEND GOLFSMITH INTERNATIONAL HOLDINGS INC DE 2.02,9.01 11/15/04 GOVERNMENT PROPERTIES TRUST INC 2.02 11/16/04 GREAT WEST LIFE & ANNUITY INSURANCE C CO 7.01,9.01 11/15/04 GREATER ATLANTIC FINANCIAL CORP DE 2.02,9.01 11/15/04 GREENBRIAR CORP NV 2.02,9.01 11/16/04 GREENWICH CAPITAL ACCEPTANCE INC DE 8.01,9.01 11/16/04 GS MORT SEC CORP II COMMERCIAL MORT P DE 8.01,9.01 11/10/04 GTA-IB, LLC FL 2.01,9.01 07/15/04 GTECH HOLDINGS CORP DE 8.01 11/16/04 GWL&A FINANCIAL INC DE 7.01,9.01 11/15/04 GYMBOREE CORP DE 2.02,9.01 11/16/04 HANCOCK JOHN LIFE INSURANCE CO MA 8.01,9.01 11/15/04 HARLEY DAVIDSON MOTORCYCLE TRUST 2004 NV 8.01,9.01 11/15/04 Harley-Davidson Motorcycle Trust 2004 NV 8.01,9.01 11/15/04 Harley-Davidson Motorcycle Trust 2004 NV 8.01,9.01 11/15/04 HARLEYSVILLE NATIONAL CORP PA 1.01,1.02,5.02,9.01 11/15/04 HEALTH & NUTRITION SYSTEMS INTERNATIO FL 2.02,9.01 11/15/04 HEARTLAND FINANCIAL USA INC DE 8.01,9.01 11/16/04 HEMACARE CORP /CA/ CA 2.02 11/15/04 HERSHEY FOODS CORP DE 1.01,1.02,2.03,7.01 11/16/04 HEWLETT PACKARD CO DE 2.02,9.01 11/16/04 HICKORY TECH CORP MN 8.01,9.01 11/16/04 HIGHLANDS BANKSHARES INC /WV/ WV 8.01 11/16/04 HISTORIC PRESERVATION PROPERTIES 1989 DE 9.01 10/01/04 AMEND HMP Equity Holdings CORP DE 2.02 11/15/04 HOME DEPOT INC DE 2.02 11/16/04 HOST AMERICA CORP DE 2.02,7.01,9.01 11/16/04 HUB GROUP INC DE 1.01,9.01 11/11/04 HUNTSMAN INTERNATIONAL HOLDINGS LLC DE 2.02 11/15/04 HUNTSMAN INTERNATIONAL LLC DE 2.02 11/15/04 HUNTSMAN LLC UT 2.02 11/15/04 HYUNDAI ABS FUNDING CORP DE 8.01,9.01 11/10/04 Icoria, Inc. DE 9.01 03/11/04 ILLINI CORP IL 1.01,1.02,5.02,9.01 11/10/04 IMMUNOTECHNOLOGY CORP DE 1.01,1.02,9.01 08/12/04 INDIANA MICHIGAN POWER CO IN 8.01,9.01 11/10/04 INFINITY INC CO 1.01,2.02,2.04,3.02,9.01 11/12/04 INFINITY INC CO 1.01,2.02,2.04,3.02,9.01 11/12/04 INFODATA SYSTEMS INC VA 2.02,9.01 11/15/04 INFONET SERVICES CORP 2.02,9.01 11/10/04 INGRAM MICRO INC DE 2.01,9.01 11/10/04 AMEND INSPIRE PHARMACEUTICALS INC DE 8.01,9.01 11/16/04 INTEGRATED SECURITY SYSTEMS INC DE 1.01,9.01 11/10/04 INTEGRITY FINANCIAL CORP NC 2.02,9.01 11/16/04 INTERACTIVE MOTORSPORTS & ENTERTAINME IN 8.01,9.01 11/16/04 INTEREP NATIONAL RADIO SALES INC NY 2.02,9.01 11/15/04 INTEREP NATIONAL RADIO SALES INC NY 4.01,9.01 10/08/04 AMEND INTRABIOTICS PHARMACEUTICALS INC /DE DE 5.02 11/12/04 IPCS INC DE 2.02,9.01 11/09/04 IRWIN WHOLE LOAN HOME EQUITY TRUST 20 DE 8.01,9.01 07/26/04 AMEND JAKKS PACIFIC INC DE 8.01 11/16/04 JAMESON INNS INC GA 7.01 11/15/04 JETBLUE AIRWAYS CORP DE 1.01,9.01 11/09/04 JO-ANN STORES INC OH 2.02 11/15/04 JOURNAL REGISTER CO DE 2.01,9.01 08/12/04 AMEND JP MORTGAGE CHASE COMM MORT PASS THR DE 8.01,9.01 11/12/04 KERR MCGEE CORP /DE DE 7.01,9.01 11/16/04 KERR MCGEE CORP /DE DE 7.01,9.01 11/16/04 KEYSPAN CORP NY 8.01,9.01 11/16/04 KIWA BIO-TECH PRODUCTS GROUP CORP DE 2.02,7.01,9.01 11/16/04 KOPPERS INC PA 7.01,9.01 11/15/04 KRAFT FOODS INC VA 8.01,9.01 11/12/04 KSIGN INTERNATIONAL INC 5.02 11/15/04 KSW INC NY 1.01,9.01 11/10/04 LABONE INC/ MO 7.01 11/15/04 LBI MEDIA HOLDINGS INC 2.02,5.02,9.01 11/15/04 LEADING EDGE EARTH PRODUCTS INC 4.01 08/30/02 LEAPFROG ENTERPRISES INC 1.01,5.02 11/11/04 LEGG MASON INC MD 1.01 11/12/04 LEVITT CORP 7.01 11/15/04 LIFEPOINT INC DE 2.02,9.01 11/15/04 LITHIUM TECHNOLOGY CORP DE 3.02,9.01 11/09/04 LONE STAR STEAKHOUSE & SALOON INC DE 8.01,9.01 11/15/04 LTX CORP MA 2.02,9.01 11/16/04 LYNCH INTERACTIVE CORP DE 2.02,9.01 09/30/04 MAGNUM HUNTER RESOURCES INC NV 5.02 11/10/04 MANUFACTURED HOME COMMUNITIES INC MD 1.01,2.01,2.03,9.01 11/10/04 MARGO CARIBE INC PR 2.02,9.01 11/15/04 MARTHA STEWART LIVING OMNIMEDIA INC DE 1.01,5.02,9.01 11/11/04 MDI, INC. DE 2.02,3.01 10/26/04 MEDIA SERVICE GROUP INC NV 3.02,9.01 11/11/04 MEDICOR LTD DE 8.01,9.01 11/16/04 MERCURY AIR GROUP INC NY 2.02,9.01 11/12/04 MERISEL INC /DE/ DE 5.02 11/15/04 MERRIMAC INDUSTRIES INC DE 2.02,9.01 11/16/04 METRIC PARTNERS GROWTH SUITE INVESTOR CA 1.01,8.01,9.01 11/15/04 METROMEDIA INTERNATIONAL GROUP INC DE 8.01,9.01 11/15/04 MICROSTRATEGY INC DE 3.01 11/09/04 MISSISSIPPI CHEMICAL CORP /MS/ MS 5.02 11/12/04 MISSISSIPPI CHEMICAL CORP /MS/ MS 8.01,9.01 10/31/04 MK RESOURCES CO DE 2.02 11/15/04 MOHEGAN TRIBAL GAMING AUTHORITY 2.02,9.01 11/16/04 MONEY CENTERS OF AMERICA, INC. DE 2.02,9.01 11/16/04 MONOLITHIC SYSTEM TECHNOLOGY INC CA 2.05 11/10/04 MOTORCAR PARTS AMERICA INC NY 2.02,8.01,9.01 11/16/04 MPW INDUSTRIAL SERVICES GROUP INC OH 2.02,9.01 11/15/04 MTC TECHNOLOGIES INC DE 5.02 11/12/04 NATIONAL SECURITY GROUP INC DE 7.01,9.01 11/12/04 NATIONAL VISION INC GA 2.02,9.01 11/15/04 NCI BUILDING SYSTEMS INC DE 1.01,2.03,3.02,9.01 11/09/04 NCT GROUP INC DE 2.02,9.01 11/15/04 NEON SYSTEMS INC DE 2.02,9.01 11/15/04 NEPHROS INC DE 8.01,9.01 11/16/04 NETBANK INC GA 7.01,9.01 11/15/04 NETWORK APPLIANCE INC CA 2.02,9.01 11/16/04 NEUROLOGIX INC/DE DE 2.02,9.01 11/15/04 NeuroMetrix, Inc. 5.02,9.01 11/16/04 NEW VALLEY CORP DE 1.01,9.01 11/15/04 NIKU CORP DE 2.02,9.01 11/16/04 NOBEL LEARNING COMMUNITIES INC DE 9.01 11/10/04 AMEND NOBLE CORP 7.01,9.01 11/16/04 NORDSTROM INC WA 2.02,7.01 11/16/04 NORTEK INC DE 2.02,9.01 11/16/04 NORTH COUNTRY FINANCIAL CORP MI 3.01 11/10/04 NORTHWEST BIOTHERAPEUTICS INC DE 1.01,9.01 11/10/04 NOVASTAR FINANCIAL INC MD 8.01,9.01 11/10/04 NU SKIN ENTERPRISES INC DE 7.01 11/15/04 O CHARLEYS INC TN 1.01,5.02,9.01 11/11/04 OCA, INC. / DE / DE 2.02,9.01 11/15/04 OCCIDENTAL PETROLEUM CORP /DE/ DE 7.01 11/16/04 OCCUPATIONAL HEALTH & REHABILITATION DE 2.02,9.01 11/15/04 OCULAR SCIENCES INC /DE/ DE 8.01,9.01 11/16/04 OLD POINT FINANCIAL CORP VA 7.01,9.01 11/16/04 OMNI ENERGY SERVICES CORP LA 2.02,9.01 11/16/04 OMNICOM GROUP INC NY 1.01,9.01 11/10/04 ON THE GO HEALTHCARE INC DE 3.02 11/08/04 ON THE GO HEALTHCARE INC DE 4.01 11/04/04 AMEND ORBIMAGE INC DE 2.02 11/15/04 OSHKOSH TRUCK CORP WI 5.02 11/12/04 OSTEOTECH INC DE 8.01,9.01 11/15/04 OWENS ILLINOIS GROUP INC DE 7.01 11/15/04 OWENS ILLINOIS INC /DE/ DE 7.01 11/15/04 PACER INTERNATIONAL INC TN 5.02 11/16/04 PARAMCO FINANCIAL GROUP INC NV 5.03,9.01 11/03/04 AMEND PARK NATIONAL CORP /OH/ OH 5.02,8.01,9.01 11/15/04 PARK PLACE SECURITIES INC ASSET-BACKE DE 8.01,9.01 09/27/04 AMEND PATIENT INFOSYSTEMS INC DE 2.02,9.01 11/15/04 PATRIOT TRANSPORTATION HOLDING INC FL 1.01,2.03,9.01 11/15/04 PEMCO AVIATION GROUP INC DE 2.02,9.01 11/15/04 PENNROCK FINANCIAL SERVICES CORP PA 8.01,9.01 11/16/04 PERCEPTRON INC/MI MI 8.01,9.01 11/16/04 PETMED EXPRESS INC FL 7.01 11/15/04 PETRIE STORES LIQUIDATING TRUST NY 4.01,9.01 11/02/04 AMEND PETROQUEST ENERGY INC DE 7.01,9.01 11/16/04 PHARMACEUTICAL FORMULATIONS INC DE 2.02,9.01 11/16/04 PHARMAFRONTIERS CORP TX 3.02 11/03/04 PHILLIPS VAN HEUSEN CORP /DE/ DE 2.02 11/16/04 PHOENIX GROUP CORP DE 8.01 11/08/04 PIEDMONT NATURAL GAS CO INC NC 1.01,9.01 11/12/04 PIONEER COMPANIES INC DE 5.02,9.01 11/15/04 PIPELINE DATA INC 7.01 09/30/04 PIPELINE DATA INC 7.01 09/30/04 PIPELINE DATA INC 7.01 09/30/04 PMC COMMERCIAL TRUST /TX TX 7.01,9.01 11/15/04 PNC FINANCIAL SERVICES GROUP INC PA 2.02,9.01 11/16/04 PORTA SYSTEMS CORP DE 2.02,9.01 11/11/04 POWERHOUSE TECHNOLOGIES GROUP INC DE 8.01,9.01 11/16/04 PRIORITY HEALTHCARE CORP IN 8.01,9.01 11/15/04 PRIVATEBANCORP INC DE 8.01 11/16/04 PROQUEST CO DE 1.01 11/10/04 PROVO INTERNATIONAL INC DE 4.01 11/15/04 PS BUSINESS PARKS INC/CA CA 5.02 11/15/04 PSYCHIATRIC SOLUTIONS INC DE 7.01,9.01 11/16/04 PULITZER INC DE 5.02,9.01 11/16/04 Q COMM INTERNATIONAL INC UT 5.02 11/11/04 Q COMM INTERNATIONAL INC UT 2.02,9.01 11/11/04 QUALITY DISTRIBUTION INC FL 2.02,9.01 11/15/04 QUALMARK CORP CO 1.01,2.01,2.03 11/12/04 QUERYOBJECT SYSTEMS CORP DE 4.01,9.01 11/09/04 RAINMAKER SYSTEMS INC CA 5.02 11/16/04 AMEND RAINMAKER SYSTEMS INC CA 5.02 11/16/04 AMEND RAPID BIO TESTS CORP NV 8.01,9.01 10/10/04 RAPID BIO TESTS CORP NV 5.02,9.01 10/10/04 RASC Series 2004-KS10 Trust DE 8.01,9.01 11/16/04 READING INTERNATIONAL INC NV 2.02,9.01 11/09/04 REDDY ICE HOLDINGS INC DE 2.02,9.01 11/09/04 REHABCARE GROUP INC DE 7.01,9.01 11/16/04 RENAISSANCE MEDIA GROUP LLC DE 8.01,9.01 11/16/04 RENAISSANCE MEDIA GROUP LLC DE 8.01,9.01 11/16/04 RENTECH INC /CO/ CO 5.02 11/12/04 RENTRAK CORP OR 2.02,9.01 11/15/04 RESIDENTIAL ASSET MORT PROD INC GMACM DE 8.01,9.01 06/25/04 AMEND RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE 8.01,9.01 11/16/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE 8.01,9.01 11/16/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE 8.01,9.01 11/16/04 RESIDENTIAL ASSET SECURITIES CORP DE 8.01,9.01 11/16/04 ROME BANCORP INC DE 1.01,9.01 11/16/04 ROSS STORES INC DE 2.02,9.01 11/16/04 S1 CORP /DE/ DE 2.01,9.01 11/12/04 SAKS INC TN 2.02,9.01 11/16/04 SALISBURY BANCORP INC CT 5.02,9.01 11/15/04 SATELLITE ENTERPRISES CORP NV 1.01,2.01,3.02,9.01 02/12/04 SAVANNAH BANCORP INC GA 8.01 11/16/04 SAVOY RESOURCES CORP CO 3.02,8.01,9.01 11/12/04 SECURED DIGITAL APPLICATIONS INC DE 1.01,9.01 11/15/04 SELECTIVE INSURANCE GROUP INC NJ 8.01,9.01 11/15/04 SENTO CORP UT 5.02,9.01 11/16/04 SERVOTRONICS INC /DE/ DE 2.02,9.01 09/30/04 SHOE CARNIVAL INC IN 2.02,9.01 11/16/04 SIERRA PACIFIC RESOURCES /NV/ NV 8.01,9.01 11/15/04 SIGMA DESIGNS INC CA 2.02,9.01 11/10/04 SIX FLAGS INC DE 8.01,9.01 11/16/04 SLC STUDENT LOAN RECEIVABLES I INC DE 8.01,9.01 10/31/04 SMITH & WOLLENSKY RESTAURANT GROUP IN DE 2.02,9.01 11/11/04 SOLAR ENERGY LTD DE 5.02 11/10/04 SOLUTIA INC DE 8.01,9.01 11/09/04 SOMERSET INTERNATIONAL GROUP,INC. DE 3.01 11/11/04 SONESTA INTERNATIONAL HOTELS CORP NY 4.01,9.01 11/16/04 SOUTHERN CONNECTICUT BANCORP INC CT 5.02,9.01 11/11/04 SPAR GROUP INC DE 2.02,9.01 11/12/04 SPARTA INC /DE DE 5.02,9.01 11/11/04 SPORTS CLUB CO INC DE 2.02,9.01 11/16/04 STANCORP FINANCIAL GROUP INC OR 7.01,9.01 11/16/04 STAPLES INC DE 2.02 11/16/04 STERLING FINANCIAL CORP /PA/ PA 7.01,9.01 11/16/04 STOCKGROUP INFORMATION SYSTEMS INC CO 5.02 11/16/04 Structured Asset Mortgage Investments DE 8.01,9.01 08/19/04 AMEND STRUCTURED ASSET SECURITIES CORP II 8.01,9.01 11/15/04 SUMMIT FINANCIAL SERVICES GROUP INC FL 2.02,9.01 11/16/04 SUMMIT PROPERTIES PARTNERSHIP L P DE 8.01,9.01 11/16/04 SUMMIT PROPERTIES PARTNERSHIP L P DE 8.01,9.01 11/16/04 SUNTRUST BANKS INC GA 2.02,9.01 11/16/04 SYBRON DENTAL SPECIALTIES INC DE 1.01,2.02,9.01 11/15/04 SYCAMORE NETWORKS INC DE 2.02 11/16/04 SYMBION INC/TN DE 7.01,9.01 11/15/04 SYNDICATION NET COM INC DE 5.02 11/12/04 SYNIVERSE HOLDINGS LLC DE 1.01,5.02,9.01 11/11/04 SYNIVERSE HOLDINGS LLC DE 2.01,9.01 09/30/04 AMEND TAUBMAN CENTERS INC MI 8.01,9.01 11/15/04 TB WOODS CORP DE 7.01,9.01 11/01/04 TECH DATA CORP FL 8.01,9.01 11/16/04 TECHNITROL INC PA 1.01,9.01 11/16/04 TELECOMMUNICATION SYSTEMS INC /FA/ 9.01 01/13/04 AMEND TELENETICS CORP CA 1.01,2.03,9.01 09/17/04 TESSERA TECHNOLOGIES INC DE 8.01,9.01 11/16/04 TJX COMPANIES INC /DE/ DE 2.02,9.01 11/16/04 TOWER FINANCIAL CORP IN 5.02 11/10/04 TRANS INDUSTRIES INC DE 2.02,9.01 11/11/04 TRESTLE HOLDINGS INC DE 2.02,7.01,9.01 11/15/04 TRICO MARINE SERVICES INC DE 9.01 11/15/04 AMEND TRIO TECH INTERNATIONAL CA 2.02,9.01 11/12/04 TRM CORP OR 2.02,9.01 11/12/04 TROPICAL SPORTSWEAR INTERNATIONAL COR FL 2.01 11/15/04 TRUSTCO BANK CORP N Y NY 8.01 11/16/04 ULTRASTRIP SYSTEMS INC FL 5.02 11/15/04 UNITED RETAIL GROUP INC/DE DE 2.02,9.01 10/30/04 UNITED SURGICAL PARTNERS INTERNATIONA DE 7.01,9.01 11/16/04 UNIVERSAL ACCESS GLOBAL HOLDINGS INC DE 1.01,8.01,9.01 11/12/04 UNIVERSAL HEALTHCARE MANAGEMENT SYSTE FL 8.01 11/16/04 AMEND US 1 INDUSTRIES INC IN 9.01 09/30/04 AMEND US XPRESS ENTERPRISES INC NV 7.01,9.01 11/16/04 USAA ACCEPTANCE LLC 8.01,9.01 11/16/04 UTAH MEDICAL PRODUCTS INC UT 8.01 11/16/04 VARSITY GROUP INC 1.01,2.02 11/15/04 VERTICALNET INC PA 3.02,8.01,9.01 11/15/04 VERTIS INC DE 1.01,7.01,9.01 11/12/04 VESTA INSURANCE GROUP INC DE 2.02 11/15/04 VFINANCE INC DE 2.02,9.01 11/16/04 VIASTAR MEDIA CORP NV 5.02 11/15/04 VIAVID BROADCASTING INC NV 2.02 11/12/04 VISION BANCSHARES INC AL 7.01,9.01 11/16/04 VNUS MEDICAL TECHNOLOGIES INC 2.02,9.01 11/16/04 W R GRACE & CO DE 7.01 11/13/04 WAL MART STORES INC DE 2.02 11/16/04 Wells Fargo Home Equity Asset-Backed DE 8.01,9.01 10/25/04 AMEND Wells Fargo Mortgage Backed Securitie DE 8.01,9.01 09/24/04 WESTBOROUGH FINANCIAL SERVICES INC MA 2.02,9.01 11/16/04 WESTERN GAS RESOURCES INC DE 8.01,9.01 11/16/04 WESTERN STANDARD CORP WY 1.01,9.01 11/16/04 WHITE ELECTRONIC DESIGNS CORP ID 2.02,9.01 11/16/04 WILLIAM LYON HOMES DE 8.01,9.01 11/12/04 WILSONS THE LEATHER EXPERTS INC MN 2.02,9.01 11/16/04 WNC HOUSING TAX CREDIT FUND VI LP SER CA 8.01,9.01 08/27/04 WORLD AM, INC. 5.02,5.03,9.01 09/01/04 WYNN RESORTS LTD 8.01,9.01 11/15/04 Z TEL TECHNOLOGIES INC DE 2.02,5.03 11/10/04 ZALE CORP DE 2.02 11/16/04