Issue 2002-242 December 17, 2002 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS ADDITIONAL CLOSED MEETING - WEDNESDAY, DECEMBR 18, 2002 - 11:30 A.M. The subject matter of the closed meeting scheduled for Dec. 18 will be: Formal order of investigation; Institution of administrative proceedings of an enforcement nature; and Institution of injunctive actions; 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 ADMINISTRATIVE PROCEEDINGS INSTITUTED AGAINST HAMILTON BANCORP, INC. SEEKING THE SUSPENSION OR REVOCATION OF THE REGISTRATION OF ITS SECURITIES On Dec. 16, the Commission instituted administrative proceedings against Hamilton Bancorp, Inc. (Hamilton) to suspend or revoke the registration of its securities for failing to file annual and quarterly reports. Hamilton was the former holding company for Hamilton Bank, N.A., which is currently in receivership with the Federal Deposit Insurance Corporation. According to the Order Instituting Public Proceedings, the Division of Enforcement alleges that Hamilton has failed to file its annual report for December 31, 2001 and quarterly reports since March 31, 2002, as required by Section 13(a) of the Securities Exchange Act of 1934 and the rules thereunder. A hearing will be held before an administrative law judge to determine whether the staff's allegations are true and, if so, to determine whether it is necessary or appropriate for the protection of investors to suspend or revoke the registration of Hamilton's securities. (Rel. 34-47004; AAE Rel. 1693; File No. 3- 10976) COURT ISSUES ORDER TO SHOW CAUSE WHY HARRAL DUNBAR, JR. SHOULD NOT BE HELD IN CONTEMPT FOR POST INJUNCTION SECURITIES SALES CONDUCTED ON INTERNET The Commission announced today that on Nov. 7, 2002 it filed a motion for an order to show cause, and on Nov. 8, 2002, Judge Frank J. Polozola of the United States District Court for the Middle District of Louisiana issued an order directing defendant Harral Dunbar, Jr., to show cause why he should not be held in contempt of the Court's injunction for securities sales over the Internet which occurred after the entry of the permanent injunction. A hearing on the show cause order has been scheduled for Dec. 18, 2002. In an earlier order, the Court permanently enjoined Dunbar from antifraud and registration violations of the federal securities laws and found that Dunbar, of Baton Rouge, Louisiana, owned the Ghost International Website and used it to solicit investors in investment contracts by promises of inordinate amounts of guaranteed returns and promises of no-risk investing, and further found that investors have received little or no return despite several months of promises by Dunbar that returns would be paid. The Court previously ordered Dunbar to pay disgorgement in the amount of $9,600, along with prejudgment interest thereon, and ordered Dunbar to pay a "third tier" statutory civil penalty in the amount of $120,000. The Commission's motion seeking the order to show cause alleged that Dunbar, after the entry of the injunction against him, obtained funds from at least one investor who purchased the securities by touting Ghost International's "private contribution and investment program" which allegedly paid, for example, $100,000 on a $200 investment over a few weeks. As with the earlier sales, Dunbar made various promises of exorbitant returns. Dunbar made various representations to fraudulently induce at least one investor, including that his company dealt in "high yield investments" and that funds were to be placed in offshore bank accounts, which would pay promised returns for five months of a supposed seven-month program. The permanent injunction enjoined Dunbar from, violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. [SEC v. Harral Dunbar, Jr., Individually and d/b/a Ghost International, Civil Action Number 02-233-B-MI, MDLA] (LR-17894) U.S. ATTORNEY FILES CRIMINAL CHARGES IN CONNECTION WITH FRAUDULENT OFFERING OF YES ENTERTAINMENT On Dec. 6, 2002, the United States Attorney for the Central District of California filed criminal charges against the principals and agents of Yes Entertainment Network, Inc. for their role in an offering fraud that the Commission successfully prosecuted. The indictment charges Eugene M. Carriere, James S. Eberhart, Richard Hines and Kenneth Gottlieb with 23 counts of mail fraud and money laundering in connection with the offer and sale of more than $11 million of the securities of Yes Entertainment. The indictment alleges that Carriere (against whom the Commission obtained a default judgment in 2000) and Eberhart, owned and operated Yes Entertainment, that Hines owned and operated Satellite Capital Group, a telemarketing company that sold investment units in Yes Entertainment, and that Gottlieb was a leading salesman at Amherst Group, another telemarketer. The indictment further alleges that the defendants knowingly made a number of fraudulent misrepresentations to investors, including the following: (1) that at least 11% of investor funds would be used to build a multimedia website, when in fact less than 1% was used for that purpose; (2) that salespersons would be paid a 12% commission from investor funds, when in fact commissions of 45% were paid; and (3) that an IPO of Yes Entertainment stock would take place no later than the first quarter of 2000, when in fact the company was in no financial position to undertake an IPO and did not do so. Carriere and Eberhart are alleged to have transferred several million dollars of investor funds to overseas bank accounts in Hong Kong and Singapore. These overseas accounts were in the names of companies that Carriere and Eberhart had created when they created Yes Entertainment and commenced their fraudulent scheme in February 1999. The indictment charges the defendants with mail fraud. Carriere, Eberhart and Hines are also charged with promotional money laundering, and Carriere and Eberhart are charged with international money laundering as well. In its civil action arising from the same set of facts, the Commission charged Yes Entertainment, Carriere and others with violations of the registration and antifraud provisions of the federal securities laws. The Commission froze more than $602,000 of investor monies in the accounts of Yes Entertainment. Richard Weissman was appointed Distribution Agent over the frozen monies. A hearing on Mr. Weissman's proposed plan for distribution of those monies is scheduled for January 6, 2003. [U.S. v. Eugene M. Carriere, James S. Eberhart, Richard Hines, and Kenneth Gottlieb, CDCA, SA CR 02-344] (LR-17895) SEC SUES FORMER TYCO DIRECTOR AND CHAIRMAN OF COMPENSATION COMMITTEE FRANK E. WALSH JR. FOR HIDING $20 MILLION PAYMENT FROM SHAREHOLDERS WALSH HAD SECRET AGREEMENT WITH L. DENNIS KOZLOWSKI TO RECEIVE PAYMENT FOR "FINDER'S FEE" IN TYCO'S ACQUISITION OF THE CIT GROUP INC. The Commission today filed a settled civil action in the U.S. District Court for the Southern District of New York alleging that Frank E. Walsh Jr., a former Tyco International Ltd. director, violated the federal securities laws by signing a Tyco registration statement that he knew contained material misrepresentations. According to the SEC complaint filed in the civil action, the registration statement was filed with the Commission in connection with Tyco's June 2001 $9.2 billion acquisition of The CIT Group Inc. It incorporated and attached an Agreement and Plan of Merger stating that no one other that Lehman Brothers and Goldman, Sachs & Co. was entitled to an investment banking or finder's fee for representing Tyco in the transaction. At the time that he signed the registration statement, Walsh knew that L. Dennis Kozlowski, then Tyco's CEO, had proposed that, if the transaction was successfully completed, Walsh would be paid a finder's fee for having arranged a meeting of the companies' CEO's to discuss a possible merger. In fact, after the transaction was consummated, Kozlowski caused Tyco to pay Walsh a $20 million "finder's fee" in the form of $10 million in cash and a $10 million charitable contribution to a foundation chosen by Walsh. "Mr. Walsh served as chairman of Tyco's compensation committee and a member of Tyco's corporate governance committee," said Thomas C. Newkirk, SEC Associate Director of Enforcement. "Shareholders entrusted him with the responsibility of watching out for their interests in Tyco's boardroom and executive suite. Instead, Mr. Walsh himself took secret compensation and kept those same shareholders in the dark. "Once again, the Tyco investigation has uncovered clandestine payments and hidden deals," Newkirk said. "Once again, the evidence demonstrates that Tyco's top management viewed Tyco's assets as their own." "This enforcement action is the latest chapter in the Commission's ongoing investigation, together with the Manhattan District Attorney, of corruption and self-dealing at the highest levels of Tyco management," said Stephen M. Cutler, the SEC's Director of Enforcement. "The Commission today, together with the criminal authorities, serves notice that misconduct by outside directors, as well as by company management, will not be countenanced." Walsh, without admitting or denying the allegations in the complaint, consented to the entry of a final judgment permanently enjoining him from violations of the federal securities laws, permanently barring him from acting as an officer or director of a publicly-held company, and ordering him to pay restitution of $20 million (with an offset for any restitution paid by Walsh in the case of People of the State of New York v. Frank E. Walsh, Jr., which arises out of the same conduct set forth in the complaint). The Commission's investigation is continuing as to the conduct of others. For further information see Litigation Release 17722 (Sept. 12, 2002). [SEC v. Frank E. Walsh, Jr., Civil Action No. 02-CV- 9921] (LR-17896); (Press Rel. 2002-177) SEC OBTAINS FINAL JUDGMENT AGAINST JUAN PABLO BALLESTEROS GUTIERREZ FOR INSIDER TRADING ON DEC. 9, THE U.S. DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ENTERED A FINAL JUDGMENT AGAINST JUAN PABLO BALLESTEROS GUTIERREZ (JUAN PABLO BALLESTEROS) BASED UPON CHARGES OF INSIDER TRADING. LITIGATION RELEASE NO. 17897 (DEC. 17, 2002). THE COMMISSION'S COMPLAINT, FILED ON MAY 8, 2001, ALLEGES THAT JUAN PABLO BALLESTEROS WAS TIPPED BY JOSE LUIS BALLESTEROS, HIS FATHER AND A DIRECTOR OF NALCO CHEMICAL COMPANY (NALCO) WHO HAS SINCE DIED. THE COMPLAINT ALLEGES THAT JOSE LUIS BALLESTEROS TOLD HIS SONS THAT NALCO WAS GOING TO BE ACQUIRED, AND THAT JUAN PABLO BALLESTEROS THEN PURCHASED NALCO STOCK, MAKING ILLEGAL PROFITS OF $106,403.75. The Commission's Complaint specifically alleges that on June 25, 1999, Juan Pablo Ballesteros purchased 12,500 Nalco shares at a price of $44.4877 per share, through an account in the name of Casford Limited, an entity he controlled. On June 28, 1999, Nalco and Suez Lyonnaise des Eaux, S.A., ("Suez") jointly announced that they had signed a definitive merger agreement, calling for Suez to pay $53.00 per Nalco share. The Complaint alleges that on November 15, 1999, Juan Pablo Ballesteros tendered the Nalco shares in his Casford account and realized profits of $106,403.75. WITHOUT ADMITTING OR DENYING THE ALLEGATIONS OF THE COMMISSION'S COMPLAINT, JUAN PABLO BALLESTEROS CONSENTED TO THE ENTRY OF THE COURT'S FINAL JUDGMENT. THE JUDGMENT ORDERS JUAN PABLO BALLESTEROS TO PAY A PENALTY OF $106,403.75. HIS PROFITS OF $106,403.75, ALONG WITH PREJUDGMENT INTEREST, WERE PREVIOUSLY PAID AS PART OF A SETTLEMENT WITH OTHER PARTIES ANNOUNCED ON MAY 8, 2001. SEC V. JORGE EDUARDO BALLESTEROS FRANCO, ET AL., CIVIL ACTION NO. 01 CV 3872 (JGK) (S.D.N.Y.) (FILED MAY 8, 2001); SEC PRESS RELEASE NO. 2001-43 (MAY 8, 2001). IN ADDITION, THE JUDGMENT PERMANENTLY ENJOINS JUAN PABLO BALLESTEROS FROM VIOLATING SECTIONS 10(B) AND 14(E) OF THE SECURITIES EXCHANGE ACT OF 1934, AND RULES 10B-5 AND 14E-3 THEREUNDER. BECAUSE CASFORD LIMITED NO LONGER EXISTS, THE COMMISSION DISMISSED ITS CLAIMS AGAINST THAT ENTITY. ON FEB. 27, 2002, JUAN PABLO BALLESTEROS WAS CONVICTED OF INSIDER TRADING IN THE SOUTHERN DISTRICT OF NEW YORK AND, ON JUNE 4, 2002, WAS SENTENCED TO 15 MONTHS IMPRISONMENT, A $40,000 FINE AND TWO YEARS OF SUPERVISED RELEASE ARISING OUT OF THE SAME CONDUCT ALLEGED IN THE COMMISSION'S COMPLAINT. All told, the Commission has now obtained over $8 million in settlements with those persons and entities charged with insider trading in Nalco stock. In addition to the Commission's May 8, 2001 Complaint, the Commission filed two additional actions arising out of trading in the securities of Nalco. SEC v. Pablo Escandon Cusi and Lori Ltd., Civil Action No. 02 CV 0971 (S.D.N.Y.) (filed February 7, 2002), Litigation Release No. 17356 (February 7, 2002); and SEC v. Hugo Salvador Villa Manzo and Multinvestments, Inc., Civil Action No. 02 CV 1766 (S.D.N.Y.) (filed March 6, 2002), Litigation Release No. 17395 (March 6, 2002). With the exception of Jorge Eduardo Ballesteros Franco (and the entities through which he traded), the Commission has reached settlements with all of the defendants named in those three actions. THE COMMISSION WISHES TO THANK THE U.S. ATTORNEY'S OFFICE FOR THE SOUTHERN DISTRICT OF NEW YORK, THE U.S. CUSTOMS SERVICE, THE SWISS FEDERAL OFFICE OF JUSTICE, THE NEW YORK STOCK EXCHANGE AND THE ISLE OF JERSEY FINANCIAL SERVICES COMMISSION FOR THEIR COOPERATION AND ASSISTANCE IN THIS MATTER. [SEC V. JORGE EDUARDO BALLESTEROS FRANCO, ET AL., CIVIL ACTION NO. 01 CV 3872 JGK, SDNY] (LR-17897) SEC FILES ACTION AGAINST FORMER CFO AND FORMER CONTROLLER OF MERCATOR SOFTWARE INC. IN FINANCIAL FRAUD CASE On Dec. 17, the Commission filed a civil action in a financial fraud case involving Mercator Software, Inc. (Mercator), a Wilton, Connecticut- based software company. The Commission's complaint, filed in the United States District Court for the District of Massachusetts (C.A. No. 02- 12421 (NG)) alleges that Ira A. Gerard (Gerard) of Ridgefield, Connecticut, the former Chief Financial Officer of Mercator Software, Inc., and Karen S. Harris (Harris), of Riverside, Connecticut, Mercator's former Controller, engaged in improper accounting practices in the first two quarters of 2000 by intentionally failing to record known expenses in an attempt to meet analysts' earnings expectations during those two quarters. The Complaint alleges that because of Gerard and Harris' conduct, Mercator materially understated its expenses in publicly released financial statements for the first two quarters of 2000. Gerard agreed, without admitting or denying the Commission's allegations, to pay a civil penalty of $35,000. Harris agreed, without admitting or denying the Commission's allegations, to pay a civil penalty of $25,000. The Commission also instituted and simultaneously settled administrative cease-and-desist proceedings against Mercator, Gerard, and Harris. The Commission found that Gerard and Harris violated the antifraud provisions and caused Mercator's violations of the periodic reporting, record-keeping and internal controls provisions of the federal securities laws. Without admitting or denying the Commission's findings, Gerard and Harris consented to an order requiring them to cease and desist from committing or causing any violation and any future violation of those federal securities laws, including Section 17(a) of the Securities Act and 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-13 and 13b2-1 thereunder. Without admitting or denying the Commission's findings, Mercator consented to an order requiring it to cease and desist from committing or causing any violation, and any future violation, of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 12b-20 and 13a-13 thereunder. In assessing the appropriate remedy, the Commission took into account remedial acts promptly undertaken by Mercator and its extensive cooperation with the Commission's investigation. [SEC v. Ira A. Gerard and Karen S. Harris, USDC for the District of Massachusetts C.A. No. 02-12421 (NG)] (LR-17898; AAE Rel. 1694) BROOKLYN JURY CONVICTS SECURITIES LAW RECIDIVIST The Commission announced today that on Dec. 13, 2002, a federal jury in the United States District Court for the Eastern District of New York found Dr. Jui-Teng Lin guilty on charges of securities fraud and money laundering. According to the evidence at trial, Dr. Lin reaped approximately $1,500,000 in ill-gotten gains from manipulating the common stock of Surgilight, Inc., a publicly traded company headquartered in Orlando, Florida. Dr. Lin artificially inflated the market price of Surgilight stock tenfold (from approximately $2.50 to over $25 per share) through a series of false and misleading press releases detailing the company's purported ability to cure age-induced vision deterioration known as "Presbyopia." Dr. Lin simultaneously dumped a substantial amount of Surgilight stock on an unsuspecting public through two nominee accounts and then wired the proceeds overseas. At the time of his indictment, the Commission filed a civil action against Dr. Lin and others in the United States District Court for the Middle District of Florida. The Commission's complaint alleges that Dr. Lin violated Sections 5(a), 5(c), and 17(a) of the Securities Act of 1933 (Securities Act), Sections 10(b), 13(d), and 16(a) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5, 13d-1, 13d-2, 16a-2, and 16a-3 thereunder. Dr. Lin's wife and Surgilight are charged with violations of Sections 5(a), 5(c), and 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. Aaron Tsai is charged with violations of Sections 5(a) and 5(c) of the Securities Act and aiding and abetting Dr. Lin and Ms. Lin's violations of Section 10(b) of the Exchange Act and Rules 10b-5 thereunder. The Commission seeks permanent injunctions, disgorgement of ill-gotten gains with prejudgment interest, and civil penalties from all defendants and an officer and director bar against Dr. Lin. The Lins settled a prior civil action brought by the Commission involving another laser eye surgery company in September 1998 [see SEC v. Jui-Teng Lin and Yuchin Lin, Litigation Release No. 15870 (Sept. 3, 1998)]. In that civil action, the Lins consented, without admitting or denying the allegations of the complaint, to the entry of a final judgment enjoining them from future violations of section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder, as well as various other provisions of the securities laws. For further information, see Litigation Release No. 17469 (April 11, 2002). 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. [U.S. v. Jui-Teng Lin, CR-02-0432 (DGT) EDNY] (LR-17899) FEDERAL JUDGE SENTENCES INVESTMENT ADVISER IN CONNECTION WITH FRAUDULENT SOFT DOLLAR SCHEME The Commission announced that, on Dec.10, 2002, a federal judge sentenced Gordon J. Rollert to six months of home confinement and two years of probation, and ordered him to pay a $15,000 fine and $100,000 in restitution to a former investment advisory client, in connection with charges brought by the Massachusetts U.S. Attorney's office. In January 2001, Rollert, formerly the principal of registered investment advisers Sage Advisory Services LLC ("Sage") and Standard Group Holdings LLC ("Standard") of Wellesley, Massachusetts, was indicted on two counts of wire fraud and one count of mail fraud by a grand jury sitting in the District of Massachusetts. On September 26, 2002, Rollert, of Wellesley, Massachusetts, pled guilty to each of the three counts. The indictment alleged that Rollert made false statements to a registered broker-dealer in connection with a fraudulent soft dollar scheme. According to the indictment, Rollert effected trades for a church's account at an agent broker, then directed the broker to use a portion of those commissions to make soft dollar payments to, among other entities, FA Partners. The indictment alleged that Rollert falsely assured the broker that the payments were authorized by the church and were made to legitimate service providers. In fact, the indictment alleged, Rollert took approximately $264,000 of these payments for his personal benefit without the permission of the church. On Feb. 8, 2001, the Commission filed a complaint in the U.S. District Court for the District of Massachusetts in connection with the same fraudulent scheme discussed in the indictment. The Commission's complaint alleged, among other things, that between 1990 and April 1997, Rollert defrauded the church and other clients of more than $1.1 million. In its complaint, the Commission alleged that Rollert misappropriated soft dollar credits generated by trades effected for the church's endowment fund. The Commission's complaint also alleged that Rollert fraudulently offered investments in his own advisory businesses to the church. Soft dollar credits are created when an investment adviser and a broker- dealer enter into an arrangement in which a percentage of commissions are used to pay for products and services, such as research, that help the adviser in making investment decisions. Because soft dollar credits are generated by commissions paid by the advisory client, they are assets of the client. Soft dollar arrangements are permissible under the securities laws if there is appropriate disclosure to the client about the products and services for which the soft dollars will be used, as well as disclosure that the client may pay higher commission rates as a result of the soft dollar arrangement. As a result of the conduct described in the complaint, the Commission charged Rollert with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, Section 17(a) of the Securities Act of 1933 and Section 207 of the Investment Advisers Act of 1940, and aiding and abetting Sage's violations of Sections 206(1), and 206(2) of the Advisers Act. The Commission's complaint sought injunctive relief, disgorgement of $1.1 million in improperly-obtained benefits, plus prejudgment interest, and civil penalties. For further information, see Litigation Release Nos. 16895 (February 8, 2001) and 17764 (October 2, 2002) and Investment Advisers Act Rel. No. 1954 (July 27, 2001). [U.S. v. Gordon J. Rollert, United States District Court for the District of Massachusetts, Cr. No. 01-10031-RWZ (D. Mass.)] (LR-17900) INVESTMENT COMPANY ACT RELEASES THE HARTFORD SERIES FUNDS, INC., ET AL. A notice has been issued giving interested persons until Jan. 6, 2003, to request a hearing on an application filed by The Hartford Series Fund, Inc., HL Investment Advisors, LLC, for an order under Section 6(c) of the Investment Company Act for an exemption from Section 15(f)(1)(A) of the Act. The order would permit a registered open-end investment company not to reconstitute its board of directors to meet the 75 percent non-interested director requirement of Section 15(f)(1)(A) of the Act, following the acquisition of the assets of certain other registered open-end investment companies. (Rel. IC-25846 - Dec. 12) COHEN & STEERS ADVANTAGE INCOME REALTY FUND, INC., ET AL. A notice has been issued giving interested persons until Jan. 6, 2003 to request a hearing on an application filed by Cohen & Steers Advantage Income Realty Fund, Inc., et al. for an order under Section 6(c) of the Investment Company Act of 1940 granting an exemption from Section 19(b) of the Act and Rule 19b-1 under the Act. The order would permit certain registered closed-end management investment companies to make long-term capital gains distributions to holders of shares of their preferred stock. (Rel. IC-25847 - Dec. 12) HOLDING COMPANY ACT RELEASES UNION ELECTRIC COMPANY An order has been issued authorizing a proposal by Union Electric Company (AmerenUE), an electric and gas utility subsidiary of Ameren Corporation, a registered holding company. AmerenUE has been authorized to sell to the City of Bowling Green, Missouri (Bowling Green) certain electric generating facilities. AmerenUE has also been authorized to concurrently lease back those facilities from Bowling Green for a period of 20 years. (Rel. 35-27613) ALLIANT ENERGY CORPORATION, ET AL. A supplemental order has been issued authorizing Alliant Energy Corp. (Alliant Energy), a registered holding company, and Interstate Power and Light Company (IP&L), a wholly owned public-utility company subsidiary of Alliant Energy, to modify the existing cost of funds limitation imposed by prior Commission order on short-term debt issuances. (Rel. 35-27615) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGE The Commission granted approval of a proposed rule change (SR-NASD-2002- 66) and granted accelerated approval of Amendment No. 1 to the proposed rule change filed by the National Association of Securities Dealers, Inc. (NASD) under Section 19(b)(1) of the Exchange Act. The proposed rule change will establish a riskless principal customer facilitation exemption to NASD's Manning Interpretation. Publication of the proposal is expected in the Federal Register during the week of Dec. 16. (Rel. 34-46994) APPROVAL OF AMENDMENT The Commission approved an amendment to the national market system plan for reporting of consolidated options last sale reports and quotation information submitted pursuant to Section 11A of the Securities Exchange Act of 1934 and Rule 11Aa3-2 thereunder by the Options Price Reporting Authority (SR-OPRA-2002-01) to establish a best bid and offer market data service. (Rel. 34-46992) DELISTINGS GRANTED An order has been issued granting the application of the Philadelphia Stock Exchange to strike from listing and registration call and put options contracts issued by The Options Clearing Corporation with respect to certain underlying securities, effective at the opening of business on Dec. 16, 2002. (Rel. 34-46997) An order has been issued granting the application of the Boston Stock Exchange to strike from listing and registration the Common Stock, $.001 par value, of IFS International Holdings, Inc., effective at the opening of business on Dec. 16, 2002. (Rel. 34-46998) WITHDRAWAL GRANTED An order has been issued granting the application of Huntsman Polymers Corporation to withdraw its 11 _% Senior Notes (due 2004), from listing and registration on the New York Stock Exchange, effective at the opening of business on Dec. 17, 2002. (Rel. 34-47006) 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 IQUNIVERSE INC, RIVERPLACE 65 MAIN STREET SE, SUITE 136, MINNEAPOLIS, MN, 55414, 6125502993 - 0 ($158,100.00) Equity, (File 333-101858 - Dec. 16) (BR. 09) S-4 EDUCATION LENDING GROUP INC, 12760 HIGH BLUFF DRIVE, SUITE 210, SAN DIEGO, CA, 92130, 8587934151 - 15,765,829 ($59,279,517.00) Equity, (File 333-101860 - Dec. 16) (BR. 08) S-3 COMCAST CORP, 10,000,000,000 ($10,000,000,000.00) Other, (File 333-101861 - Dec. 16) (BR. 37) F-10 TORONTO DOMINION BANK, TD TOWER 12TH FLOOR 55 KING STREET WEST, PO BOX 1 TORONTO, PROVINCE ONTARIO, A6, 4169828222 - 0 ($200,000,000.00) Other, (File 333-101862 - Dec. 16) (BR. 07) SB-2 CARE CONCEPTS INC, 26 WEST DRY CREEK CIRCLE, SUITE 600, LLITTLETON, CO, 80120, 3037949450 - 4,953,694 ($29,722,164.00) Equity, (File 333-101863 - Dec. 16) (BR. 05) S-8 PRECISE LIFE SCIENCES LTD, 1239 W GEORGIA ST #3004, VANCOUVER, B C V6E 4R8, CA, 92024, 6046640499 - 3,690,000 ($442,800.00) Equity, (File 333-101864 - Dec. 16) (BR. 04) S-8 PARTY CITY CORP, 450 COMMONS WAY, BLDG C, ROCKAWAY, NJ, 07860, 9739830888 - 0 ($16,664,151.75) Equity, (File 333-101865 - Dec. 16) (BR. 02) F-10 DOMTAR INC /CANADA, 395 DE MAISONNEUVE BLVD W, MONTREAL QUEBEC CANA, A8, H3A 1L6, 5148485400 - 0 ($205,142,111.00) Equity, (File 333-101874 - Dec. 16) (BR. 04) S-8 OWNERTEL INC, 2870 PEACHTREE ROAD, SUITE 176, ATLANTA, GA, 30305, 4042378605 - 0 ($1,352,800.00) Equity, (File 333-101879 - Dec. 16) (BR. 37) S-8 CHECKFREE CORP \GA\, 4411 E JONES BRIDGE RD, NORCROSS, GA, 30092, 7704413387 - 1,000,000 ($14,270,000.00) Equity, (File 333-101881 - Dec. 16) (BR. 08) S-8 CAPITAL AUTOMOTIVE REIT, 8270 GREENSBORO DR STE 950, MCLEAN, VA, 22102, 7032883075 - 0 ($32,097,000.00) Equity, (File 333-101882 - Dec. 16) (BR. 08) S-8 FIRST DATA CORP, 6200 SOUTH QUEBEC ST, GREENWOOD VILLAGE, CO, 80111, 3034888000 - 0 ($60,000,000.00) Other, (File 333-101883 - Dec. 16) (BR. 07) S-8 VAXGEN INC, 1000 MARINA BLVD, STE 200, BRISBANE, CA, 94005, 6506241000 - 1,762,500 ($25,009,875.00) Equity, (File 333-101886 - Dec. 16) (BR. 01) S-8 EQUITY OFFICE PROPERTIES TRUST, TWO NORTH RIVERSIDE PLZ, SUITE 2200, CHICAGO, IL, 60606, 3124663300 - 0 ($322,045,025.00) Equity, (File 333-101887 - Dec. 16) (BR. 08) SB-2 GLOBETEL COMMUNICATIONS CORP, 444 BRICKELL AVE SUITE 522, MIAMI, FL, 33131, 3055799922 - 60,000,000 ($2,400,000.00) Equity, (File 333-101888 - Dec. 16) (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 ------------------------------------------------------------------------------------ 1-800 ATTORNEY INC FL X 12/12/02 ABFC ASSET BACKED CERTIFICATES SERIES DE X 05/01/02 ABFC ASSET BACKED CERTIFICATES SERIES DE X 06/01/02 ABFC ASSET BACKED CERTIFICATES SERIES DE X 07/01/02 ABFC ASSET BACKED CERTIFICATES SERIES DE X 08/01/02 ABFC ASSET BACKED CERTIFICATES SERIES DE X 09/01/02 ABFC ASSET BACKED CERTIFICATES SERIES DE X 10/01/02 ABFC ASSET BACKED CERTIFICATES SERIES DE X 11/01/02 ACTRADE FINANCIAL TECHNOLOGIES LTD DE X X X 12/13/02 ADVANTA EQUIPMENT LEASING RECEIVABLES NV X 12/11/02 AEROSONIC CORP /DE/ DE X 12/04/02 AIRGATE PCS INC /DE/ DE X 12/06/02 ALKERMES INC PA X X 12/13/02 ALLIANT ENERGY CORP WI X 12/16/02 ALLIANT ENERGY RESOURCES INC X 12/16/02 AMERICAN CHURCH MORTGAGE CO MN X 12/31/02 AMERICAN EXPRESS CENTURION BANK UT X X 12/16/02 AMERICAN EXPRESS CO NY X 09/30/02 AMERICAN EXPRESS MASTER TRUST DE X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 12/16/02 AMERICREDIT AUTOMOBILE RECEIVABLES TR DE X X 12/16/02 AMERICREDIT FINANCIAL SERVICES INC AU DE X X 12/16/02 AMERISOURCEBERGEN CORP DE X X 12/13/02 ANTHEM INC IN X 12/16/02 ARAMARK CORP/DE DE X 12/10/02 ATMOS ENERGY CORP TX X X 12/03/02 AURA SYSTEMS INC DE X 12/13/02 BALTEK CORP DE X 12/16/02 BANC ONE CREDIT CARD MASTER TRUST NY X X 12/16/02 BANK OF HAWAII CORP DE X 12/13/02 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 12/16/02 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 12/16/02 BANK ONE DELAWARE NATIONAL ASSOCIAT X X 12/10/02 BLACK BOX CORP DE X 12/13/02 BLUEGREEN CORP MA X X 10/02/02 AMEND BRIAZZ INC WA X 12/03/02 BRIGHTPOINT INC DE X X 12/13/02 BSQUARE CORP /WA WA X X 12/16/02 CAPITAL AUTOMOTIVE REIT MD X X 12/16/02 CAPITAL BANK CORP NC X X 12/01/02 CARAUSTAR INDUSTRIES INC NC X X 09/30/02 AMEND CARMAX AUTO OWNER TRUST 2002-1 DE X X 12/16/02 CARRIER ACCESS CORP DE X 12/06/02 CC MASTER CREDIT CARD TRUST II MD X 12/16/02 CENTENE CORP X X 12/01/02 CHAMPPS ENTERTAINMENT INC/ MA DE X X 12/12/02 CHELL GROUP CORP NY X X 11/14/02 CHESAPEAKE ENERGY CORP OK X 12/16/02 CHESAPEAKE ENERGY CORP OK X X 12/16/02 CHOICEPOINT INC GA X X 12/02/02 CIRCUIT CITY CREDIT CARD MASTER TRUST DE X X 11/30/02 CLARITI TELECOMMUNICATIONS INTERNATIO DE X 12/31/02 COACH INC MD X 12/12/02 COLORADO WYOMING RESERVE CO WY X 11/14/02 COLORADO WYOMING RESERVE CO WY X 12/13/02 COMBINED PROFESSIONAL SERVICES INC NV X X 12/11/02 COMCAST CORP PA X X 11/18/02 AMEND COMMUNITY BANCORP /VT VT X X 12/10/02 COMMUNITY BANCSHARES INC /DE/ DE X 12/10/02 CONCEPTS DIRECT INC DE X 12/31/02 CORAM HEALTHCARE CORP DE X X 12/02/02 CORPORATE OFFICE PROPERTIES TRUST MD X X 05/31/02 CREDIT SUISSE FIRST BOSTON MORTGAGE A DE X 12/16/02 CREDIT SUISSE FIRST BOSTON MORTGAGE A DE X 12/16/02 CRIIMI MAE INC MD X 12/16/02 CWABS INC DE X X 12/13/02 CYBER CARE INC FL X 12/10/02 DIGEX INC/DE DE X X 12/13/02 DISCOVER CARD MASTER TRUST I DE X 12/16/02 DIVERSA CORP DE X 12/06/02 DRESSER INC DE X X 12/11/02 DT INDUSTRIES INC DE X X 12/13/02 DUCKWALL ALCO STORES INC KS X 11/03/02 AMEND ELECTRO SCIENTIFIC INDUSTRIES INC OR X X 12/16/02 EMERITUS CORP\WA\ WA X X 10/01/02 AMEND ENGAGE INC DE X X 12/16/02 ENSCO INTERNATIONAL INC DE X 12/13/02 ESG RE LTD X X 11/22/02 AMEND FAIRCHILD CORP DE X X 12/03/02 FEDERATED DEPARTMENT STORES INC /DE/ DE X 12/16/02 FINANCIAL ASSET SEC CORP ASSET BACKED DE X 11/25/02 FINANCIAL INDUSTRIES CORP TX X 12/13/02 FINGERHUT RECEIVABLES INC DE X 12/16/02 FIRST STATE BANCORPORATION NM X 10/01/02 AMEND FIRSTCITY FINANCIAL CORP DE X X 12/16/02 FLEET CREDIT CARD MASTER TRUST II NY X 12/16/02 FNANB CREDIT CARD MASTER TRUST X X 11/30/02 FNANB CREDIT CARD MASTER TRUST X X 11/30/02 FORD CREDIT AUTO RECEIVABLES TWO LLC DE X X 11/30/02 GALYANS TRADING CO INC IN X 12/16/02 GARMIN LTD X 12/16/02 GENERAL MOTORS CORP DE X 12/16/02 GREAT PLAINS ENERGY INC MO X X 12/16/02 GREEN MOUNTAIN POWER CORP VT X 12/16/02 GROUP 1 SOFTWARE INC DE X 12/13/02 HAGGAR CORP NV X X 12/16/02 HARLEYSVILLE GROUP INC DE X 12/16/02 HCC INSURANCE HOLDINGS INC/DE/ DE X 12/13/02 HEALTHEXTRAS INC DE X 12/16/02 HEALTHTRAC INC X X X 11/27/02 HIENERGY TECHNOLOGIES INC WA X X 12/16/02 HTE INC FL X X 12/13/02 I LINK INC FL X X 12/06/02 IKONICS CORP X X 12/16/02 IMMULABS CORP CO X 12/05/02 IMX PHARMACEUTICALS INC UT X 12/11/02 INDEPENDENCE COMMUNITY BANK CORP DE X X 12/16/02 INFORMATION ARCHITECTS CORP NC X 12/16/02 INTEGRAL SYSTEMS INC /MD/ MD X X 10/01/02 AMEND INTERDIGITAL COMMUNICATIONS CORP PA X 12/12/02 INVESTORS REAL ESTATE TRUST ND X 12/16/02 AMEND IPCS INC DE X 12/06/02 IRON MOUNTAIN INC/PA PA X X 12/16/02 ITRON INC /WA/ WA X X 12/13/02 JAMESON INNS INC GA X X 12/16/02 JONES PROGRAMMING PARTNERS 1-A LTD CO X 12/16/02 JONES PROGRAMMING PARTNERS 2-A LTD CO X 12/16/02 KB HOME DE X 12/13/02 LABOR READY INC WA X X 12/13/02 LACLEDE GROUP INC MO X X 12/16/02 LAMAR MEDIA CORP/DE DE X X X 12/13/02 LASON INC DE X X 12/09/02 LECSTAR CORP TX X X 12/12/02 MAXXIS GROUP INC GA X X 12/16/02 MBIA INC CT X 12/16/02 MID POWER SERVICE CORP DE X 12/10/02 MILLENNIUM CHEMICALS INC DE X X 12/16/02 MILLS CORP DE X 12/12/02 MONMOUTH COMMUNITY BANCORP NJ X 12/13/02 MORGAN STANLEY DE X 12/16/02 NATIONAL CITY CORP DE X 12/16/02 NEORX CORP WA X X 12/09/02 NORTH COUNTRY FINANCIAL CORP MI X 12/10/02 OIL DRI CORPORATION OF AMERICA DE X 12/13/02 ONEOK INC /NEW/ OK X X 12/13/02 PAN PACIFIC RETAIL PROPERTIES INC MD X X 12/12/02 PARTHUSCEVA INC DE X X 11/01/02 AMEND PEGASYSTEMS INC MA X 12/11/02 PERFORMANCE TECHNOLOGIES INC \DE\ DE X 10/02/02 AMEND PERKINELMER INC MA X X 12/13/02 PINNACLE WEST CAPITAL CORP AZ X X 11/15/02 POKER COM INC FL X X 12/13/02 POTLATCH CORP DE X 12/16/02 POWERCERV CORP FL X X 12/01/02 PREDICTIVE SYSTEMS INC DE X X 12/12/02 PRIME RECEIVABLES CORP DE X 12/16/02 PROVIDIAN FINANCIAL CORP DE X 11/30/02 QUICKSILVER RESOURCES INC DE X 12/16/02 AMEND RAYOVAC CORP WI X X 10/01/02 AMEND REFAC DE X 12/12/02 REGIONS ACCEPTANCE LLC X X 12/06/02 REGIONS AUTO RECEIVABLES TRUST 2002-1 X X 12/03/02 RENAISSANCE HOME EQUITY LOAN TR ASSET DE X 12/16/02 RESEARCH INC /MN/ MN X X 12/13/02 RESIDENTIAL ASSET SECURITIES CORP DE X X 12/16/02 RESOLVE STAFFING INC NV X 12/02/02 RRUN VENTURES NETWORK INC NV X X 12/04/02 SAKS CREDIT CARD MASTER TRUST NV X X 12/16/02 SALEM COMMUNICATIONS CORP /DE/ DE X X 12/13/02 SCRIPPS E W CO /DE OH X X 12/13/02 SEALED AIR CORP/DE DE X 12/16/02 SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 12/16/02 SEARS CREDIT ACCOUNT MASTER TRUST II IL X X 12/03/02 SELECT COMFORT CORP MN X 12/12/02 SHORE FINANCIAL CORP VA X X 12/16/02 SIGMA ALDRICH CORP DE X X 12/16/02 SKYWEST INC UT X 12/13/02 SMITH & WESSON HOLDING CORP NV X X 12/16/02 SORRENTO NETWORKS CORP NJ X X 12/10/02 SOUTHEASTERN BANKING CORP GA X X 11/26/02 AMEND ST MARY LAND & EXPLORATION CO DE X X 12/31/02 STANDARD REGISTER CO OH X X 12/12/02 STRATEGIC CAPITAL RESOURCES INC DE X 12/13/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 STRUCTURED ASSET MORTGAGE INVESTMENTS DE X 11/25/02 SUMMIT NATIONAL CONSOLIDATION GROUP I DE X X X 12/16/02 TELSCAPE INTERNATIONAL INC TX X X 12/16/02 TGFIN HOLDINGS INC DE X X 12/16/02 THOR VENTURES CORP FL X X 12/15/02 UNIVERSAL MONEY CENTERS INC MO X 12/16/02 US SEARCH CORP COM DE X X 12/13/02 VALERO ENERGY CORP/TX DE X X 12/10/02 VAXGEN INC DE X X 12/16/02 W-J INTERNATIONAL LTD /DE/ MN X 12/10/02 WESTINGHOUSE AIR BRAKE TECHNOLOGIES C DE X X 12/13/02 WISCONSIN PUBLIC SERVICE CORP WI X X 12/09/02 YAMAHA MOTOR RECEIVABLES CORP DE X 12/16/02