SEC NEWS DIGEST Issue 2002-49 March 13, 2002 COMMISSION ANNOUNCEMENTS CLOSED MEETING - TUESDAY, MARCH 19, 2002 - 10:00 A.M. The subject matter of the closed meeting scheduled for Tuesday, March 19, 2002, will be: Opinion; Litigation matter; Formal order of private investigation; Institution and settlement of injunctive actions; and Institution and settlement of administrative proceedings of an enforcement nature. 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 INSTITUTES ADMINISTRATIVE PROCEEDING AGAINST VICTOR GRAUAUG On March 12, the Commission instituted a public administrative proceeding against Victor R. Grauaug (Grauaug) pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934. Simultaneous with the institution of the proceeding, Grauaug submitted an Offer of Settlement in which, while neither admitting nor denying the Commission's findings, Grauaug consented to the entry of an Order barring him from association with any broker or dealer, with a right to apply after one year. The Order was based on the entry of a permanent injunction in a civil action against Grauaug. The Commission's complaint alleged that Grauaug violated the registration, antifraud and broker-dealer registration provisions by, among other things, omitting to disclose the actual commissions paid to him in connection with the offer and sale of the unregistered securities of three restaurant subsidiaries of Papa Holdings, Inc., a company based in Los Angeles, California. (Rel. 34- 45549; File No. 3-10719) PUBLIC ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST FREDERICK KOLLING III, CPA, PURSUANT TO SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 102(e) OF THE COMMISSION'S RULES OF PRACTICE On March 12, the Commission entered an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 21C of the Securities Exchange Act of 1934 (Exchange Act) and Rule 102(e) of the Commission's Rules of Practice (Order) against Frederick W. Kolling III, CPA, the former Chief Financial Officer of Gunther International, Ltd. (Gunther). The Order alleged that in 1997 and 1998, Kolling willfully violated the antifraud provisions of the Exchange Act and caused and willfully aided and abetted violations of the reporting, record keeping and internal controls provisions of the Exchange Act. The Order alleged that Kolling assisted in the preparation of and signed Gunther's annual and periodic financial statements in 1997 and 1998 when he knew, or was reckless in not knowing, that these statements were materially false or misleading. The Order alleged that Kolling overstated Gunther's assets and revenues and understated its expenses when he made or permitted to be made improper entries into Gunther's accounting system and ignored "red flags" that should have alerted him to material errors in Gunther's financial statements. The Order also alleged that Kolling knew, or was reckless in not knowing, that statements he made in the Management's Discussion and Analysis section of Gunther's Annual Report on Form 10- KSB for fiscal year 1997 were materially false or misleading. The Order alleged that Kolling made materially false or misleading statements to Gunther's independent auditors in connection with their audit of Gunther's fiscal year 1997 and 1998 financial statements. Finally, the Order alleged that Kolling sold Gunther stock in January 1998, when he knew, or was reckless in not knowing, that Gunther had filed materially false or misleading financial statements with the Commission. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Kolling an opportunity to dispute these allegations, and to determine what relief and remedial action, if any, are appropriate. (Rel. 34-45550, AAE Rel. 1517, File No. 3-10718) SEC CHARGES FORMER OFFICERS OF APPONLINE.COM, INC., ITS FORMER AUDITORS, AND OTHERS IN $60 MILLION FINANCIAL FRAUD AND MARKET MANIPULATION SCHEMES On March 12, the Commission filed a civil injunctive action alleging that, from May 1997 through June 2000, AppOnline.com, Inc. (AppOnline) engaged in two simultaneous schemes to defraud AppOnline's public investors. First, AppOnline diverted at least $60 million AppOnline's lenders had advanced to fund specific mortgage loans and used those funds to pay AppOnline's operating expenses. To conceal the misappropriation, AppOnline prepared false and misleading financial reports that were filed with the Commission. Second, AppOnline manipulated the public market for its stock by paying bribes in exchange for three brokerage firms recommending the purchase of AppOnline stock to their retail customers. From July 1997 through March 1998, the three brokerage firms sold more than 1.4 million shares of AppOnline stock to investors, who paid more than $5.5 million for those shares. In its complaint, the Commission named the following defendants: Paul Skulsky (a former de facto officer and control person of AppOnline), Jeffrey Skulsky (AppOnline's former president and a director), Edward R. Capuano (Capuano) (AppOnline's former CEO), Cindy L. Eisele (Eisele) (AppOnline's former CFO), Joseph Casuccio (Casuccio) (the audit partner for the audit of AppOnline's Dec. 31, 1997 and 1998 financial statements), Jeffrey J. Schneider (Schneider) (the manager for the audit of AppOnline's Dec. 31, 1998 financial statements and internal auditor during the audit of AppOnline's Dec. 31, 1999 financial statements), Aaron Chaitovsky (Chaitovsky) (the audit partner for the audit of AppOnline's Dec. 31, 1999 financial statements), Robert Glass (Glass) (the concurring partner for the audit of AppOnline's Dec. 31, 1999 financial statements), Ashley Nemiroff (Nemiroff) (the registered principal of Ash & Co., Inc. (Ash), a now-defunct brokerage firm involved in the stock manipulation), Rocco Siclari (Siclari) (associated with Ash), George A. Carhart (Carhart) (associated with Ash), Howard Zelin (Zelin) (a registered principal at Worthington Capital Group, Inc. (Worthington), another now-defunct brokerage firm involved in the manipulation), Carl D. D'Elia (D'Elia) (a registered representative at Worthington), Craig A. Brandwein (Brandwein) (a registered representative associated with International Bond & Share (IBS), also a now-defunct brokerage firm involved in the manipulation), and Donald Catapano (Catapano) (a registered representative associated with IBS). Simultaneously with the Commission commencing the civil action, the United States Attorney for the Eastern District of New York unsealed criminal charges against Paul Skulsky, Jeffrey Skulsky, Capuano, Eisele, Casuccio, Schneider, Nemiroff, Siclari, Carhart, D'Elia, Brandwein, and Catapano based on the same conduct alleged in the Commission's complaint. The Commission's complaint charges that, as a result of the conduct described above: (i) Paul Skulsky, Jeffrey Skulsky, Capuano, Eisele, Casuccio, Schneider, Nemiroff, Siclari, Carhart, Zelin, D'Elia, Brandwein, and Catapano violated Section 17(a) of the Securities Act of 1933 (Securities Act), Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), and Rule 10b-5 thereunder; (ii) Paul Skulsky, Jeffrey Skulsky, Capuano, Eisele, Casuccio and Schneider violated Section 13(b)(5) of the Exchange Act and Rule 13b2-1; (iii) Chaitovsky and Glass violated Sections 10(b) and 10A of the Exchange Act and Rule 10b-5; (iv) Paul Skulsky, Jeffrey Skulsky, and Capuano are liable as control persons for AppOnline's violations of Sections 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1 and 13a-13; and (v) Eisele, Casuccio, Schneider, Chaitovsky, and Glass are liable for aiding and abetting AppOnline's violations of Section 13(a) of the Exchange Act and Rules 12b-20 and 13a-1. The Commission's complaint seeks an order permanently enjoining each defendant and ordering them to pay civil penalties, and directing Paul Skulsky, Jeffrey Skulsky, Capuano, Eisele, Casuccio, Schneider, Nemiroff, Siclari, Carhart, Zelin, D'Elia, Brandwein, and Catapano to pay disgorgement plus prejudgment interest thereon. The Commission's complaint also seeks an order barring Paul Skulsky, Jeffrey Skulsky, and Capuano from acting as an officer or director of a public company. The Commission acknowledges the assistance of the United States Attorney for the Eastern District of New York and the Federal Bureau of Investigation in connection with this matter. [SEC v. Paul Skulsky, et al., No. CV-02-1524 (EDNY) (DRH)] (LR-17407; AAE Rel. 1516) JUDGMENTS ENTERED AGAINST DEFENDANTS IN SEC v. ALPHA TELCOM, INC. The Commission announced that on March 1 the Honorable Owen M. Panner, United States District Judge for the District of Oregon, entered a final judgment imposing a permanent injunction and other relief against defendant Paul S. Rubera. On Feb. 8, 2002, the Court also entered a final judgment by consent against defendant Alpha Telcom, Inc. (Alpha) imposing a permanent injunction and other relief. This case involved the sale of approximately $135 million of investments in pay telephones where new investors' funds were secretly used to pay purported returns to existing investors. The final judgment against Paul Rubera permanently enjoins him from violating the securities registration provisions of Sections 5(a) and 5(c) of the Securities Act of 1933 (Securities Act) and orders that he pay disgorgement of $3,750,707.66 and prejudgment interest of $416,976.97. The Court granted judgment in favor of Rubera on the Commission's fraud claims under Section 17(a) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder, and declined to assess a civil penalty. On Feb. 8, 2002, and Nov. 5, 2001, the Court entered final judgments against the entity defendants enjoining them from violating Sections 5(a), 5(c) and 17(a) of the Securities Act, as well as Section 10(b) of the Exchange Act and Rule 10b-5 thereunder and, in addition, enjoining SPA and SPA Marketing from violating the broker-dealer registration provisions of Section 15(a) of the Exchange Act. The final judgments order each entity to pay disgorgement pursuant to a plan of distribution to be subsequently approved. In each instance, the Receiver, on behalf of the entity defendant, consented to the entry of judgment. On Nov. 2, 2001, the Court entered a default judgment against defendants Ross Rambach and Mark Kennison permanently enjoining them from violating Sections 5(a), 5(c) and 17(a) of the Securities Act, as well as Sections 10(b) and 15(a)(1) of the Exchange Act and Rule 10b-5 thereunder. The judgment further orders Ross Rambach and Mark Kennison to pay disgorgement of $2,273,023.01 and $2,594,518.98 respectively, together with prejudgment interest and civil penalties equal to their pecuniary gains. On Oct. 24, 2001, the Court entered a final judgment against defendant Robert A. McDonald pursuant to his consent. The final judgment permanently enjoins him from violating Sections 5(a), 5(c) and 17(a) of the Securities Act, as well as Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The judgment also orders Robert McDonald to pay $160,804.40 in disgorgement and prejudgment interest. The Commission's complaint alleged that since 1997, the defendants raised approximately $135 million from over 7,000 investors nationwide, purportedly for investments in pay telephones, promising investors a 14% annual return. In fact, the defendants were operating a Ponzi-like scheme. Additionally, Ross Rambach, Mark Kennison, SPA and SPA Marketing acted as unregistered brokers in connection with the offer and sale of the payphone investments. See also Litigation Release Nos. 17108 and 17145. [SEC v. Alpha Telcom, Inc., et al., Civil Action No. CV-01-1283 PA (D. Ore.)] (LR-17408) STOCK PROMOTER WHO OBSTRUCTED JUSTICE IN SEC ENFORCEMENT ACTION SENTENCED TO 17 1/2 YEAR PRISON TERM The Commission announced today that Sidney Wade Sers was sentenced to 17 1/2 years in federal prison for obstruction of justice, contempt of court and money laundering charges related to an SEC enforcement action. Sers was convicted of concealing $800,000 in Cayman Island bank accounts, in violation of court orders stemming from the SEC action. In Dec. 1997, the SEC charged Sers and Trinity Gas Corporation, a publicly traded company he controlled, with bilking hundreds of Trinity investors out of over $11 million in an illegal "pump and dump" scam-a scheme in which a company's share price is "pumped up" through false representations before the shares are "dumped" by the scam's promoters at illegally and artificially inflated prices. On Dec. 9, 1997, the U.S. District Court of Fort Worth, Texas, entered a temporary restraining order against Sers and his company and froze their assets. The following month the court continued the asset freeze and directed Sers to repatriate funds to the United States. The day the Commission filed suit, Sers transferred $800,000 he obtained from sales of Trinity stock to the Cayman Islands and subsequently fled the country. From Jan. 1998 until his arrest, Sers was a fugitive hiding in Columbia. Colombian authorities detained Sers on Nov. 21, 2000 and deported him to Miami, Fla., where Sers was arrested by the F.B.I. "This criminal sentence underscores the SEC's resolve to pursue criminal prosecutions against deliberate wrongdoers and those who interfere with the Commission's law enforcement activities," said Harold F. Degenhardt, District Administrator for the SEC's Fort Worth, Texas office. In 1999, the U.S. District Court in Fort Worth entered a summary judgment in favor of the Commission and ordered Sers to disgorge $11,607,442, representing his profits from the unlawful scheme. On Friday, U.S. District Judge Sam R. Cummings of Lubbock, Texas, sentenced Sers to prison and ordered Sers to make restitution of the same amount. The criminal case was prosecuted by the U.S. Attorney's office for the Northern District of Texas (Lubbock Division). An SEC attorney was appointed Special Assistant U.S. Attorney to assist in the criminal prosecution, and an SEC accountant testified at the sentencing hearing. Additional information can be found in Litigation Release No. 17409 (March 12, 2002); No. 16386 (Dec. 10, 1999); No. 15627 (Jan. 28, 1998); 15582 (Dec. 8, 1997). [U.S. v. Sidney Wade Sers, No. 6:00-CR-0006-01-C, USDC, NDTX (San Angelo Division]; [SEC v. Trinity Oil and Gas, Inc., et al., No.4-97CV-1018Y, USDC, NDTX (Ft. Worth Division)] (LR-17409; Press Rel. 2002-34) SEC FILES FRAUD CASE AGAINST FORMER PRESIDENT OF IGI INC. COMPLAINT SEEKS PERMANENT BAR AS OFFICER AND DIRECTOR, RETURN OF GAINS FROM STOCK OPTIONS, BONUSES BASED ON FALSE FINANCIAL RESULTS The Commission filed suit today against John P. Gallo, the former president and chief operating officer of IGI Inc., for violations of the antifraud, periodic reporting, record keeping, internal controls and lying to auditors provisions of the federal securities laws. In addition to permanent injunctive relief and civil money penalties, the Commission is seeking a court order that Gallo be permanently barred from acting as an officer or director of any public company and that he disgorge any compensation or trading profits based on misrepresentations of IGI's financial results. The complaint, filed in U.S. District Court for the District of New Jersey, alleges that beginning with fiscal year 1995, and continuing through the third quarter of fiscal year 1997, Gallo engaged in a systematic, fraudulent scheme to inflate IGI's assets, revenues and net income and to manage the company's reported earnings. IGI, based in Buena, N.J., manufactures poultry vaccines and other animal health products, pet products, and cosmetics and skin care products, among other things. The complaint seeks an order that Gallo prepare an accounting of (a) all compensation and other remuneration he received as a result of IGI fraudulently misrepresenting that it had attained or exceeded any revenue, net income or other performance targets for fiscal years 1995, 1996 and 1997, including all bonuses or stock options he received, and (b) profits from all sales by him of IGI securities between Jan. 1, 1995 and Nov. 17, 1997, and from the sale of IGI securities resulting from his exercise of stock options after Nov. 17, 1997. Finally, the Commission's complaint seeks an order that Gallo disgorge all such compensation, remuneration and trading profits, with prejudgment interest, and surrender to IGI all unexercised stock options. The complaint alleges that from fiscal year 1995 through the third quarter of fiscal year 1997, Gallo directed various former officers of the company not to record properly the costs associated with reductions in IGI's inventory for large quantities of poultry vaccine that either were destroyed or were defective and could not be sold. The complaint alleges that in connection with these fraudulent inventory practices, Gallo directed IGI's former chief financial officer to improperly account for destroyed or defective poultry vaccines as inventory reserves, instead of writing them off as the losses were realized in conformity with Generally Accepted Accounting Principles. The complaint alleges that Gallo decided how much defective poultry vaccine would be destroyed and directed the former chief financial officer to adjust inventory reserve balances to achieve his desired financial results. The complaint alleges that Gallo directed the former vice president of operations and the former manager of international sales to record revenue from the sale of IGI products prior to shipment in order to fraudulently increase IGI's revenues and to manipulate its earnings. The complaint alleges that Gallo directed these individuals and the former chief financial officer to hold IGI's books open after the quarter had ended and then directed the former vice president of operations and the former manager of international sales to backdate sales invoices and shipping documents. According to the complaint, Gallo also directed the former vice president of operations and the former manager for international sales to delay approval of large sales credits until revenue levels were high enough to allow write-offs of the credits without affecting the company's ability to announce realization of its quarterly earnings targets. Finally, the complaint alleges that in connection with the annual audits of IGI's financial statements for fiscal years 1995 and 1996, Gallo signed IGI's management representation letters, later given to IGI's independent auditors, that he knew, should have know, or was reckless in not knowing were materially false and misleading. The complaint alleges that as a result of Gallo's fraudulent conduct, IGI materially overstated its assets, revenues and net income for fiscal years 1995 and 1996, the interim quarters thereof, and for the first three quarters of fiscal year 1997, and IGI filed materially false and misleading reports and financial statements with the Commission for fiscal years 1995 and 1996, and for the first three quarters of fiscal year 1997. The complaint alleges that Gallo violated and/or aided and abetted violations of Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act), and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-13, 13b2-1 and 13b2-2. [SEC v. John P. Gallo, Civil Action No. 02-1087 (SMO) (D.N.J.)] (LR- 17410; Press Rel. 2002-35) SEC SETTLES FRAUD CHARGES WITH LAWRENCE ZITTO In a related action, the Commission filed a settled injunctive action against Lawrence N. Zitto that alleges, among other things, that from fiscal year 1995 through the third quarter of fiscal year 1997, Zitto, at the direction of Gallo, failed to process or approve documentation for the destruction of large quantities of poultry vaccines that were included in IGI's inventory. The Complaint also alleges that Zitto, at the direction of Gallo, instructed his subordinates to hold IGI's books open and record out-of-period sales and that Zitto instructed IGI employees to backdate invoices and shipping documents. Finally, the Complaint alleges that at the direction of Gallo, Zitto delayed approval of large sales credits, and in some instances instructed his subordinates not to process or record large sales credits at all. Zitto, without admitting or denying the allegations of the complaint, consented the entry of a Final Judgment permanently restraining and enjoining him from violating and/or aiding and abetting violations of the antifraud, periodic reporting, record keeping and internal controls provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act, and Rules 10b- 5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder. Zitto also agreed to pay a $20,000 civil penalty pursuant to Section 21(d)(3) of the Exchange Act. [SEC v. Lawrence N. Zitto, Civil Action No. 02-1088 (SMO) (D.N.J.)] (LR- 17410) SEC SETTLES CEASE-AND-DESIST PROCEEDING WITH IGI In a related action, the Commission instituted and simultaneously settled an administrative cease-and-desist proceeding against IGI pursuant to which IGI, without admitting or denying the Commission's findings, consented to an order requiring it to cease and desist from committing or causing any violation, and any future violation, of the periodic reporting, record keeping and internal controls provisions of the federal securities laws, Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Rules 12b-20, 13a-1 and 13a-13. The Commission found that in fiscal year 1995 and 1996, and for the first three quarters of fiscal year 1997, IGI overstated its assets, revenues and net income in annual and periodic filings with the Commission. (Rel. 34- 45553; AAE Rel. 1520; File No. 3-10722) SEC SETTLES CEASE-AND-DESIST PROCEEDING WITH DONALD MACPHEE In a related action, the Commission instituted and simultaneously settled an administrative cease-and-desist proceeding against Donald J. MacPhee, pursuant to which MacPhee, without admitting or denying the Commission's findings, consented to an order requiring him to cease and desist from committing or causing any violation, and any future violation, of the antifraud, periodic reporting, record keeping and internal controls provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act, and Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1 thereunder. Also, without admitting or denying the allegations of the Commission's complaint, MacPhee consented to the entry of Final Judgment requiring him to pay a civil penalty of $20,000 pursuant to Section 21(d)(3) of the Exchange Act. The Commission found that during fiscal years 1995 and 1996, and the first two quarters of fiscal year 1997, MacPhee, at the direction of Gallo, did not write-off the cost of large quantities of poultry vaccines in IGI's inventory that either had been destroyed or that were defective. Instead, at the direction of Gallo, MacPhee establish inventory reserves that were then adjusted to obtain Gallo's desired financial results. The Commission also found that MacPhee, at the direction of Gallo, held IGI's books open and recorded out-of-period sales and that MacPhee, at the direction of Gallo, did not to record valid sales credits in the proper accounting periods. (Rel. 34-45552; AAE Rel. 1519; File No. 10721); [SEC v. Donald J. MacPhee, Civil Action No. 02-1089 (SMO) (D.N.J.)] (LR- 17410) SEC SETTLES CEASE-AND-DESIST PROCEEDINGS WITH WILLIAM DICKSON AND STEPHEN COLLINS In a related action, the Commission instituted and simultaneously settled administrative cease-and-desist proceedings against William A. Dickson and Stephen P. Collins each of whom, without admitting or denying the Commission's findings, consented to an order requiring them to cease and desist from committing or causing any violation, and any future violation, of the antifraud, periodic reporting, record keeping and internal controls provisions of the federal securities laws, Sections 10(b), 13(a), 13(b)(2)(A), 13(b)(2)(B) and 13(b)(5) of the Exchange Act, and Exchange Act Rules 10b-5, 12b-20, 13a-1, 13a-13 and 13b2-1. The Commission found that from fiscal year 1995 through the third quarter of fiscal year 1997, Dickson, at the direction of Gallo, falsified inventory records and failed to disclose accurate records and information concerning IGI's inventory of vaccines to IGI's assistant controller and to IGI's former independent auditors during the audits for fiscal years 1995 and 1996. The Commission found that Collins, at the direction of Gallo and Zitto, instructed IGI's sales clerks to backdate sales invoices and to record out-of-period sales. The Commission also found that Gallo and Zitto instructed Collins to delay approval of large sales credits, or to not process or record at them at all. (Rel. 34-45551; AAE Rel. 1518; File No. 3-10720) INVESTMENT COMPANY ACT RELEASES FRANK RUSSELL INVESTMENT COMPANY, ET AL. An order has been issued on an application filed by Frank Russell Investment Company, et al., under Section 12(d)(1)(J) of the Investment Company Act for an exemption from Sections 12(d)(1)(A) and (B) of the Act, under Sections 6(c) and 17(b) of the Act for an exemption from Sections 17(a)(1) and (2) of the Act, and under Section 17(d) of the Act and Rule 17d-1 under the Act to permit certain joint transactions. The order permits (a) certain registered open-end investment companies to use uninvested cash and cash collateral to purchase, in kind or for cash, shares of one or more affiliated money market funds, and the money market funds to sell shares to, and redeem shares from, the investment companies, and (b) the investment companies and the money market funds to continue to engage in transactions involving portfolio securities in reliance on Rule 17a-7 under the Act. (Rel. IC-25458 - March 12) DFA INVESTMENT DIMENSIONS GROUP Inc., ET AL. An order has been issued pursuant to Section 6(c) of the Investment Company Act granting exemptive relief from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the Act and Rules 6e-2(b)(15) and 6e- 3(T)(b)(15) to DFA Investment Dimensions Group Inc. (Fund) and Dimensional Fund Advisors, Inc. (DFA) to the extent necessary to permit shares of the Fund and shares of any other investment company or portfolio that is designed to fund insurance products and for which DFA or any of its affiliates may serve in the future as investment adviser, manager, principal underwriter, sponsor, or administrator (Future Funds) (the Fund, together with Future Funds, are the "Funds") to be sold to and held by: (i) separate accounts funding variable annuity and variable life insurance contracts issued by both affiliated and unaffiliated life insurance companies; (ii) qualified pension and retirement plans outside of the separate account context; (iii) separate accounts that are not registered as investment companies under the Act pursuant to exemptions from registration under Section 3(c) of the Act; (iv) DFA or certain related corporations; and (v) any other person permitted to hold shares of the Funds pursuant to Treasury Regulation 1.817-5, including the general account of any life insurance company whose separate account holds, or will hold, shares of the Funds or certain related corporations. (Rel. IC-25459 - March 12) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGE A proposed rule change has been filed by The Depository Trust Company (SR-DTC-2001-16) under Section 19(b)(1) of the Exchange Act. The proposed rule change would allow DTC to eliminate references to officer titles that are obsolete and to clarify methods for amending DTC's procedures, services guides, and regulations. Publication of the proposal is expected in the Federal Register during the week of March 11. (Rel. 34-45540) 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 TRAVELPORT SYSTEMS INC, 16055 FRASER HIGHWAY SUITE 205, V3S 2W9, SURREY BC, A1, V3S2W9, 6045970036 - 1,500,000 ($180,000.00) Equity, (File 333-84138 - Mar. 12) (BR. 04) SB-2 GENERATIONS BANCSHARES INC, 199 D HIGHWAY 515, BLAIRSVILLE, GA, 30512, 7067455588 - 0 ($11,775,000.00) Equity, (File 333-84142 - Mar. 12) (BR. ) S-8 RRUN VENTURES NETWORK INC, 4TH FLOOR 62 W 8TH AVENU, VANCOUVER, BRITISH COLUMBIA CN, A1, 6046826541 - 500,000 ($205,000.00) Equity, (File 333-84146 - Mar. 12) (BR. 09) S-3 PPT VISION INC, 12988 VALLEY VIEW ROAD, EDEN PRAIRIE, MN, 55344, 6129425747 - 0 ($6,300,000.00) Other, (File 333-84148 - Mar. 12) (BR. 36) S-8 LOCKHEED MARTIN CORP, 6801 ROCKLEDGE DR, BETHESDA, MD, 20817, 3018976000 - 0 ($880,800,000.00) Equity, (File 333-84154 - Mar. 12) (BR. 05) S-3D CONSOLIDATED EDISON INC, 4 IRVING PLACE, ROOM 1618 S, NEW YORK, NY, 10003, 2124604600 - 4,000,000 ($166,840,000.00) Equity, (File 333-84156 - Mar. 12) (BR. 04) S-8 DYNAMIC I-T INC, 2504 ELEVENTH ST, SANTA MONICA, CA, 90405, 3103928179 - 6,000,000 ($210,000.00) Equity, (File 333-84158 - Mar. 12) (BR. 37) S-3 COMPASS BANCSHARES INC, 15 SOUTH 20TH ST, P O BOX 10566, BIRMINGHAM, AL, 35233, 2059333000 - 0 ($300,000,000.00) Other, (File 333-84160 - Mar. 12) (BR. 07) S-8 TESSA COMPLETE HEALTH CARE INC/GA, 35 FULFORD AVE, SUITE 101, BEL AIR, MD, 21014, 4108930134 - 150,000,000 ($6,750,000.00) Equity, (File 333-84162 - Mar. 12) (BR. 09) SB-2 DELBROOK CORP, 8975 SNOWY OWL LANE, BLAINE, WA, 98230, 3603713995 - 4,620,000 ($184,800.00) Equity, (File 333-84164 - Mar. 12) (BR. ) S-8 STRATEGIC CAPITAL RESOURCES INC, 2500 MILITARY TRAIL NORTH, STE 260, BOCA RATON, FL, 33431, 4079950043 - 2,500,000 ($425,000.00) Equity, (File 333-84166 - Mar. 12) (BR. 08) S-3 MEMRY CORP, 57 COMMERCE DR, BROOKFIELD, CT, 06804, 2037407311 - 3,673,063 ($5,892,042.06) Equity, (File 333-84168 - Mar. 12) (BR. 36) S-8 ENERGEN CORP, 605 21ST STREET NORTH, BIRMINGHAM, AL, 35203-2707, 205-326-2742 - 1,500,000 ($35,415,000.00) Equity, (File 333-84170 - Mar. 12) (BR. 02) S-3 PEABODY ENERGY CORP, 701 MARKET ST, ST LOUIS, MO, 63101-1826, 3143423400 - 10,000,000 ($271,900,000.00) Equity, (File 333-84174 - Mar. 12) (BR. 04) S-2 TRAVELERS INSURANCE CO, ONE TOWER SQUARE, ATTN FINANCIAL SERVICES LEGAL DIVISION, HARTFORD, CT, 06183-2020, 860-277-0111 - 0 ($200,000,000.00) Other, (File 333-84176 - Mar. 12) (BR. 20) S-8 E-NET FINANCIAL COM CORP, 3200 BRISTOL STREET, SUITE 710, COSTA MESA, CA, 92626, 7145572222 - 1,800,000 ($50,000.00) Equity, (File 333-84178 - Mar. 12) (BR. 07) S-8 SURGICARE INC/DE, 6699 CHIMNEY ROCK, STE 105, HOUSTON, TX, 77081, 7136651406 - 0 ($17,240.00) Equity, (File 333-84182 - Mar. 12) (BR. 01) S-8 NETGURU INC, 22700 SAVI RANCH PARKWAY, YORBA LINDA, CA, 92887, 7149742500 - 562,000 ($2,064,900.00) Equity, (File 333-84184 - Mar. 12) (BR. 03) S-1 UNITED STATES MARINE REPAIR INC, 750 W. BERKLEY AVE, NORFOLK, VA, 23523, 7574944000 - 0 ($160,000,000.00) Equity, (File 333-84186 - Mar. 12) (BR. ) S-3 WINTRUST FINANCIAL CORP, 727 N BANK LANE, LAKE FOREST, IL, 60045, 8476154096 - 608,495 ($19,721,323.00) Equity, (File 333-84188 - Mar. 12) (BR. 07) S-8 MOBILEPRO CORP, 141 ADELAIDE ST WEST STE 1004, TORONTO ONTARIO, CANADA H5H 3L5, A6, 00000, 3108273500 - 0 ($1,050,000.00) Equity, (File 333-84190 - Mar. 12) (BR. 09) S-3 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/, WOODLAND PARK, 2201 COOPERATIVE WAY, HERNDON, VA, 20171-3025, 7037096700 - 0 ($6,000,000,000.00) Non-Convertible Debt, (File 333-84192 - Mar. 12) (BR. 07) S-3 ITRON INC /WA/, 2818 N SULLIVAN RD, SPOKANE, WA, 99216, 5099249900 - 0 ($23,063,797.90) Equity, (File 333-84196 - Mar. 12) (BR. 37) S-1 HEWITT ASSOCIATES INC, 0 ($250,000,000.00) Equity, (File 333-84198 - Mar. 12) (BR. ) S-3 UNITED STATES STEEL CORP, 600 GRANT ST, ROOM 1500, PITTSBURGH, PA, 15219-2800, 415 433 2967 - 0 ($400,000,000.00) Debt Convertible into Equity, (File 333-84200 - Mar. 12) (BR. 04) S-3 SPARTECH CORP, 120 S CENTRAL AVE, STE 1700, CLAYTON, M0, 63105, 3147214242 - 0 ($207,112,125.00) Equity, (File 333-84202 - Mar. 12) (BR. 06) S-3 NELNET STUDENT LOAN CORP- 2, 1801 CALIFORNIA ST SUITE 3920, DENVER, CO, 80202, 3032926930 - 940,000 ($94,000,000.00) Asset-Backed Securities, (File 333-84204 - Mar. 12) (BR. 05) RECENT 8K FILINGS Form 8-K is used by companies to file current reports on the following events: Item 1. Changes in Control of Registrant. Item 2. Acquisition or Disposition of Assets. Item 3. Bankruptcy or Receivership. Item 4. Changes in Registrant's Certifying Accountant. Item 5. Other Materially Important Events. Item 6. Resignations of Registrant's Directors. Item 7. Financial Statements and Exhibits. Item 8. Change in Fiscal Year. Item 9. Regulation FD Disclosure. The following companies have filed 8-K reports for the date indicated and/or amendments to 8-K reports previously filed, responding to the item(s) of the form specified. 8-K reports may be obtained in person or by writing to the Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington, D.C. 20549 or at the following e-mail box address: . In most cases, this information is also available on the Commission's website: . STATE 8K ITEM NO. NAME OF ISSUER CODE 1 2 3 4 5 6 7 8 9 DATE COMMENT ------------------------------------------------------------------------------------ ABN AMRO MORTGAGE CORP SERIES 2002-2 DE X X 02/26/02 AEROCENTURY CORP DE X 03/07/02 AGRILINK FOODS INC NY X 03/12/02 AIRTECH INTERNATIONAL GROUP INC WY X 03/06/02 ALASKA AIR GROUP INC DE X 03/11/02 ALFORD REFRIGERATED WAREHOUSES INC X 02/20/02 AMERICAN AXLE & MANUFACTURING HOLDING DE X 03/12/02 ARCH WIRELESS COMMUNICATIONS INC DE X X 03/11/02 ARCH WIRELESS INC DE X X 03/11/02 AVALON HOLDINGS CORP OH X 03/12/02 AVI BIOPHARMA INC OR X X 03/12/02 BANC ONE FINANCIAL SERVICES HOME EQUI NY X X 02/25/02 BE FREE INC DE X X 03/10/02 BE SAFE SERVICES INC DE X X 03/07/02 BEAZER HOMES USA INC DE X X 03/04/02 BOSTON LIFE SCIENCES INC /DE DE X X 03/11/02 BROADCOM CORP CA X X 03/11/02 BURST COM INC DE X X 03/07/02 BUTLER NATIONAL CORP DE X 03/12/02 CAPITAL ONE MASTER TRUST VA X X 03/11/02 CHASE CREDIT CARD MASTER TRUST NY X X 03/12/02 CHASE FUNDING INC NY X X 02/25/02 CHASE MORTGAGE FINANCE CORP DE X X 02/25/02 CHESAPEAKE ENERGY CORP OK X 03/11/02 CHIQUITA BRANDS INTERNATIONAL INC NJ X X X 03/06/02 COBRATECH INTERNATIONAL INC NV X X X X 12/26/00 AMEND COMSTOCK RESOURCES INC NV X 03/07/02 CONOCO INC /DE DE X X 02/26/02 COVANTA ENERGY CORP DE X X 03/11/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 03/12/02 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X X 01/31/02 AMEND CROSSMANN COMMUNITIES INC IN X X 03/12/02 CYPRESS BIOSCIENCE INC DE X X 03/12/02 DEPARTMENT 56 INC DE X 03/11/02 DEVELOPERS DIVERSIFIED REALTY CORP OH X X 03/12/02 DISC INC/CA CA X X 03/11/02 DYNATEM INC CA X X 03/06/02 EGAMES INC PA X X 03/12/02 ELECTRONIC CLEARING HOUSE INC NV X X 03/06/02 ENVIRO ENERGY CORP DE X 03/11/02 FEDERAL REALTY INVESTMENT TRUST MD X 03/11/02 FIRST UNION NATIONAL BANK COM MORT PA NC X X 03/12/02 FLEETBOSTON FINANCIAL CORP RI X X 03/01/02 FORD CREDIT AUTO RECEIVABLES TWO LLC DE X X 02/28/02 FORD CREDIT FLOORPLAN MASTER OWNER TR DE X X 02/28/02 FORD CREDIT FLOORPLAN MASTER OWNER TR DE X X 02/28/02 FOTOBALL USA INC DE X X 03/12/02 FRANKLIN ELECTRONIC PUBLISHERS INC PA X 03/12/02 GENETRONICS BIOMEDICAL CORP X X 03/12/02 AMEND GLOBAL TECHNOLOGIES LTD DE X X X 02/12/02 GORMAN RUPP CO OH X X 02/26/02 GRUBB & ELLIS CO DE X X 03/08/02 GULFPORT ENERGY CORP DE X 03/08/02 HEMAGEN DIAGNOSTICS INC DE X X 03/08/02 INFORMATION HOLDINGS INC DE X 12/27/01 AMEND INSILICON CORP X X 03/04/02 INTEGRATED DEFENSE TECHNOLOGIES INC DE X 03/04/02 AMEND INTERCALLNET INC NV X X X 02/28/02 INTERLIANT INC DE X X 03/08/02 INTERNATIONAL WIRELESS INC MD X X X 12/27/01 AMEND INTERSIL CORP/DE DE X X 03/10/02 INTROGEN THERAPEUTICS INC X X 03/06/02 JDS UNIPHASE CORP /CA/ DE X 03/15/02 JEFFERIES GROUP INC /DE/ DE X 03/07/02 KINDER MORGAN ENERGY PARTNERS L P DE X 12/31/01 KNIGHT TRADING GROUP INC DE X X 03/05/02 KNOLOGY BROADBAND INC DE X X 03/11/02 KNOLOGY INC DE X X 03/11/02 KOS PHARMACEUTICALS INC FL X 03/06/02 KROGER CO OH X X X 03/12/02 LABORATORY CORP OF AMERICA HOLDINGS DE X X 03/12/02 LABORATORY CORP OF AMERICA HOLDINGS DE X 03/12/02 LASALLE HOTEL PROPERTIES MD X X 03/06/02 LASON INC DE X X 03/05/02 LEHMAN ABS CORP DE X X 03/07/02 MCMORAN EXPLORATION CO /DE/ DE X 03/11/02 MEDICINES CO/ MA DE X 03/06/02 MELLON BANK N A MA X 03/11/02 MICRON SOLUTIONS INC CA X X 03/11/02 MIRAVANT MEDICAL TECHNOLOGIES DE X 03/11/02 MONEY STORE ASSET BACKED CERTIFICATES X X 02/15/02 MONEY STORE HOME EQUITY LOAN TRUST 19 NJ X X 02/15/02 MONEY STORE HOME IMPROVEMENT LOAN BAC X X 02/15/02 MONEY STORE RESIDENTIAL TRUST 1998-I NJ X X 02/15/02 MONEY STORE TRUST 1998 C X X 02/15/02 MONSANTO CO /NEW/ DE X 03/15/02 MYRIAD GENETICS INC DE X X 03/12/02 NATIONAL STEEL CORP DE X 03/12/02 NEXTCARD INC DE X X 03/04/02 NTN COMMUNICATIONS INC DE X 03/06/02 NUWAY ENERGY INC DE X 03/11/02 PARK PLACE ENTERTAINMENT CORP DE X X 01/29/02 PEC SOLUTIONS INC DE X 11/20/01 AMEND PENWEST PHARMACEUTICALS CO WA X X 03/11/02 PHILLIPS PETROLEUM CO DE X X 03/12/02 PILLOWTEX CORP TX X X 03/11/01 PRIME HOLDINGS & INVESTMENTS INC NV X 03/08/02 AMEND PRO FAC COOPERATIVE INC NY X 03/12/02 QWEST COMMUNICATIONS INTERNATIONAL IN DE X 03/12/02 QWEST CORP CO X X 03/12/02 REGENT ENERGY CORP NV X 03/09/01 AMEND RESIDENTIAL ACCREDIT LOANS INC DE X X 02/26/02 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 02/26/02 RESTAURANT TEAMS INTERNATIONAL INC TX X X X X 03/08/02 RIGGS NATIONAL CORP DE X X 03/12/02 SABRE HOLDINGS CORP DE X 03/12/02 SAFETY KLEEN CORP/ DE X X 03/11/02 SHOPKO STORES INC WI X X 03/06/02 SMITH A O CORP DE X 12/28/01 AMEND STARTRONIX INTERNATIONAL INC DE X 01/28/02 STATE STREET CORP MA X X 03/12/02 STEWART ENTERPRISES INC LA X X 03/12/02 STRAYER EDUCATION INC MD X X 03/12/02 STRUCTURED ASSET SECURITIES CORP DE X 03/08/02 STRUCTURED ASSET SECURITIES CORP DE X X 03/11/02 SUNTERRA CORP MD X X 03/08/02 TDT DEVELOPMENT INC NV X 03/01/02 TELEMETRIX INC DE X X 03/11/02 TEPPCO PARTNERS LP DE X X 03/12/02 THESTREET COM DE X X 03/05/02 TMS MORTGAGE INC NJ X X 02/15/02 TMS MORTGAGE INC NJ X X 02/15/02 TRINITY INDUSTRIES INC DE X X 02/27/02 U S AGGREGATES INC DE X X X 03/11/02 UNIFAB INTERNATIONAL INC LA X X 03/05/02 UNITED AUTO GROUP INC DE X X 03/12/02 VALUECLICK INC/CA DE X X 03/10/02 VIANET TECHNOLOGIES INC DE X X X 12/23/01 AMEND VIKING BROADCASTING CORP /NY UT X 03/11/02 WAL MART STORES INC DE X X 03/11/02 WAMU MORTGAGE PASS THROUGH CERTIFICAT DE X 02/25/02 WINMAX TRADING GROUP INC FL X X 03/06/02 AMEND WISCONSIN ENERGY CORP WI X X 03/12/02 WORLDTEQ GROUP INTERNATIONAL INC NV X 03/11/02 AMEND XCEL ENERGY INC MN X 03/12/02 YOUNG INNOVATIONS INC MO X X 03/12/02