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SEC News Digest
Issue 2011-236
December 8, 2011
Commission announcements
SEC Announces National Seminar For Compliance Officers and Senior Personnel at Investment Management Firms
The Securities and Exchange Commission today announced the opening of registration for its national seminar to help chief compliance officers (CCOs) and other senior personnel at investment management firms enhance their compliance programs for the protection of investors.
The event will be held on Jan. 31, 2012, at the SEC’s Washington D.C. headquarters, and will include panel discussions to analyze compliance and other significant issues being faced by investment advisers and registered investment companies.
The SEC’s Compliance Outreach Program is sponsored jointly by the SEC’s Division of Investment Management and its Office of Compliance Inspections and Examinations.
“As in years past, this event will be mutually beneficial for CCOs and our regulatory program here at the SEC,” said Eileen Rominger, Director of the SEC’s Division of Investment Management. “The ideal timing of this program comes as we collectively try to implement the changes that have occurred to the compliance landscape as a result of the Dodd-Frank Act and other SEC initiatives.”
Carlo di Florio, Director of the SEC’s Office of Compliance Inspections and Examinations, added, “We look forward to a constructive dialogue with senior personnel of investment management firms as we work together toward ensuring effective regulatory compliance and risk management practices. This program continues our commitment to promoting industry compliance through outreach conferences, topical webinars and enhanced guidance.”
The SEC’s Compliance Outreach Program was previously called “CCOutreach,” but has been rebranded to be more inclusive of all senior personnel at firms and emphasize the need for compliance awareness at all levels of an organization.
Panel discussion topics at this year’s National Seminar include:
- Compliance and Enterprise Risk Management
- Trading Practices
- Dodd-Frank Act Reforms
- Enforcement-Related Matters
- Custody
Registration materials and other information about the national seminar are available at: http://www.sec.gov/info/complianceoutreach/complianceoutreachns2012.htm.
The event will take place from 8:30 a.m. to 5:30 p.m. and attendance is limited to 500 people. The seminar will be webcast at www.sec.gov. (Press Rel 2011-256)
Luis A. Aguilar Sworn In for Second Term as SEC Commissioner
Luis A. Aguilar was sworn in today to begin his second term as a Commissioner of the Securities and Exchange Commission.
Commissioner Aguilar began his first term as a SEC Commissioner on July 31, 2008. He was appointed by President Barack Obama to a new term on Oct. 24, 2011. To commemorate the start of his second term, a ceremony with agency staff took place this morning at the SEC’s headquarters in Washington, D.C. The event was officiated by U.S. Senator Robert Menendez of New Jersey.
In addition to serving as the primary sponsor of the first SEC Investor Advisory Committee, Commissioner Aguilar serves as the Commission’s liaison to the North American Securities Administrators Association (NASAA) and the Council of Securities Regulators of the Americas (COSRA).
“Throughout his time at the agency, Luis Aguilar has sought to protect investors and ensure the markets are fair and efficient,” said SEC Chairman Mary Schapiro. “I look forward to continuing to work with him as we further bolster the structure of our markets and put in place the new rules stemming from the financial reform legislation.”
Commissioner Aguilar said, “To be able to serve as an SEC Commissioner during these turbulent times is a privilege and responsibility that I take quite seriously. In my second term, I will continue to advocate on behalf of investors.”
Commissioner Aguilar began his legal career as a staff attorney in the SEC’s Atlanta Regional Office during his previous tenure at the SEC from April 1979 to January 1982. Prior to his appointment as a Commissioner in 2008, Aguilar worked as a partner in the Atlanta office of international law firm McKenna Long & Aldridge LLP as well as the general counsel, executive vice president, and corporate secretary of INVESCO.
Commissioner Aguilar has also had a distinguished, longstanding commitment to community service. In 2007, he received the Justice Robert Benham Award for Community Service from the Chief Justice’s Commission on Professionalism of the Supreme Court of Georgia in recognition for his service over the decades.
Commissioner Aguilar received his B.S. from Georgia Southern University in 1976 and his J.D. from the University of Georgia School of Law in 1979. He also received a master of laws degree in taxation from Emory University in 1985.
Commissioner Aguilar’s new term expires on June 5, 2015.
For more information about Commissioner Aguilar, read his biography on the SEC’s website. (Press Rel. 2011-258)
Commission Meetings
Closed Meeting on Wednesday, December 14, 2011 at 3:00 p.m.
The subject matter of the Closed Meeting scheduled for Wednesday, December 14, 2011 will be: a litigation matter.
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) 551-5400.
Enforcement Proceedings
In the Matter of Donald Anthony Walker Young and Acorn Capital Management, LLC
On December 7, 2011, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Sections 203(e) and (f) of the Investment Advisers Act of 1940, and Notice of Hearing against Donald Anthony Walker Young (Young) and Acorn Capital Management, LLC (Acorn Capital).
The Order alleges that Respondent Acorn Capital is a Pennsylvania limited liability company that has been registered with the Commission as an investment adviser since 2001. The Order further alleges that Respondent Young, currently incarcerated, has been Acorn Capital’s managing member since its inception, and, at least as of April 1, 2009, was Acorn’s President, Chief Investment Officer, Chief Compliance Officer, Managing Member and sole owner. According to the Order, on April 12, 2011, partial summary judgment was entered against each of the Respondents in a pending civil action brought by the Commission, permanently enjoining them from future violations of Sections 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 204, 206(1), 206(2), and 206(4) of the Investment Advisers Act of 1940 and Rules 204-2 and 206(4)-8 thereunder, in the civil action entitled Securities and Exchange Commission v. Young, et al., Civil Action Number 09-CV-01634, in the United States District Court for the Eastern District of Pennsylvania. According to the Order, the Commission’s complaint in the referenced litigation (the Complaint) alleged that, from at least mid-2005, Young, through Acorn Capital, misappropriated more than $23 million from investors buying into limited partnership interests in Acorn II, L.P., a limited partnership controlled by the Respondents. The complaint alleged that the Respondents used investor funds to pay other investors in the nature of a Ponzi scheme, and directly stole some of the money to purchase a vacation home and pay personal expenses of Young related to horse ownership and racing, construction, boats, limousines, chartered aircraft and other luxuries.
The Order further alleges that on July 20, 2010, Young pled guilty to all counts of an indictment charging him with one count of mail fraud (18 U.S.C. § 1341) and one count of money laundering (18 U.S.C. § 1957) in connection with the conduct described in the Complaint. USA v. Young, Crim. No. 10-199 (E.D. Pa.). On May 5, 2011, the court in the criminal action imposed judgment against Young, sentencing him to, among other things, 17.5 years in prison. (Rel. IA-3330; File No. 3-14654)
In the Matter of Dean Zenon Pinard
On December 8, 2011, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, and Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (Order) against Dean Zenon Pinard, a former dual officer of Banc of America Securities LLC, now known as Merrill Lynch, Pierce, Fenner & Smith Incorporated, successor by merger (BAS), a registered broker-dealer and investment adviser, and Bank of America, N.A. (BANA), a federally-charted bank. During the relevant time period, Pinard worked in BAS’s and BANA’s Municipal Reinvestment and Risk Management Group (the Desk) -- initially as a marketer of investment agreements and other municipal finance contracts and, beginning in January 2003, as the head of the Desk. In those roles, Pinard focused on selling derivative products associated with the issuance of municipal debt.
The Order finds that, beginning in April 1999, Pinard participated in and condoned improper practices in connection with the bidding of municipal reinvestment instruments. Such improper practices included bidding agents steering business to the Pinard and other Desk members, through last looks and set-ups. As a result, the Desk won the bids for 88 affected reinvestment instruments. In return, Pinard and other Desk members, among other things, at times steered business to bidding agents and submitted courtesy and purposefully non-winning bids upon request. On occasion, Pinard and other Desk members also paid bidding agents that favored the Desk monies in addition to the fees disclosed as brokerage fees. These additional monies were sometimes mischaracterized as payments for services rendered in connection with swaps and marketing pricing letters.
In certain transactions, Pinard and other Desk members misstated in BAS’s bid submissions and/or provider’s certificates that, among other things: its bids were arms-length bids; the Desk did not consult with any other potential provider about its bids; its bids were determined without regard to any other formal or informal agreement that the Desk had with the issuer or any other person (whether or not in connection with the bond issue); and that its bids were not submitted solely as a courtesy to the issuer or any other person for purposes of satisfying the requirements that (a) the issuer receive at least three bids from providers that the issuer solicited under a bona fide solicitation and (b) at least one of the three bids received was from a reasonably competitive provider.
Based on the above, the Order (i) requires Pinard to cease and desist from committing or causing any violations and any future violations of Section 15(c)(1)(A) of the Exchange Act; (ii) bars him from association with any broker, dealer, investment adviser, municipal securities dealer, or municipal advisor; and (iii) orders him to pay disgorgement of $32,489 plus prejudgment interest of $9,294. Pinard consented to the issuance of the Order without admitting or denying any of the findings.
Pinard is a beneficiary of the grant of conditional amnesty from criminal prosecution conferred upon BAS’s corporate parent by the Antitrust Division of the Department of Justice. The Commission recognizes Pinard’s cooperation in its investigation as well as investigations conducted by other law enforcement agencies.
In a related enforcement action, on December 7, 2010, the Commission issued an Order Instituting Administrative and Cease-and-Desist Proceedings, Pursuant to Sections 15(b) and 21C of the Securities Exchange Act of 1934, Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order against BAS for its role in certain improper bidding practices. Without admitting or denying the Commission’s findings, BAS consented to the entry of an order censuring it, requiring it to cease-and-desist from committing or causing any violations and any future violations of Section 15(c)(1)(A) of the Exchange Act, and requiring it to pay disgorgement plus prejudgment interest totaling $36,096,442 to 88 specific payees.
The SEC thanks the Antitrust Division of the Department of Justice and the Federal Bureau of Investigation for their cooperation and assistance in this matter. (Rel. 34-65909; IA-3331; File No. 3-14655).
In the Matter of Vladimir Boris Bugarski, Vladislav Walter Bugarski, and Aleksander Negovan Bugarski
An Administrative Law Judge has issued Initial Decision No. 444, Vladimir Boris Bugarski, Admin. Proc. No. 3-14496, finding that the allegations in the Order Instituting Proceedings issued by the Securities and Exchange Commission on August 1, 2011, are true. On June 27, 2011, Respondents were: (1) enjoined from future violations of Sections 5 and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Exchange Act of 1934 (Exchange Act) and Exchange Act Rule 10b-5; and (2) prohibited from acting as officers or directors of any issuer that has a class of securities registered pursuant to Section 12 of the Exchange Act or that is required to file reports pursuant to Section 15(d) of the Exchange Act. See SEC v. mUrgent Corp., No. 11-CV-00626-DOC (C.D. Ca. June 27, 2011).
Initial Decision No. 444 finds it is in the public interest to bar Respondents Vladimir Boris Bugarski, Vladislav Walter Bugarski, and Aleksander Negovan Bugarski from association with a broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or NRSRO, and from participating in any offering of penny stock. (Initial Decision No. 444; File No. 3-14496)
SEC Charges Former CEO, Broker, and Stock Promoter With Market Manipulation
The Securities and Exchange Commission charged Giuseppe Pino Baldassarre, the former CEO of Dolphin Digital Media, Inc. (“Dolphin”), Robert Mouallem, a registered representative, and Malcolm Stockdale, a Dolphin shareholder, with engaging in a fraudulent broker bribery scheme designed to manipulate the market for Dolphin’s common stock. Baldassarre, age 53 and a resident of Indialantic, Florida, was Dolphin’s President from May 15, 2007 until March 20, 2009, and Dolphin’s CEO from May 15, 2007 until June 25, 2008. Mouallem, age 56 and a resident of Boca Raton, Florida, is a registered representative at Garden State Securities, Inc., a registered broker-dealer. Stockdale, age 66 and a resident of Prince Edward Island, Canada, is the owner of Winterman Group Ltd., a Canadian limited liability company.
The complaint, filed today in federal court in Brooklyn, New York, alleges that from at least October 2009 until April 2010, Baldassarre, Stockdale, and Mouallem engaged in a fraudulent scheme to manipulate the market for Dolphin stock through matched trades and by bribing registered representatives to purchase Dolphin stock. The complaint also alleged that Baldassarre and Stockdale entered into a kickback arrangement with an individual (“Individual A”) who claimed to represent a group of registered representatives with trading discretion over the accounts of wealthy customers. Baldassarre and Stockdale promised to pay a 30% kickback to Individual A and the registered representatives he represented in exchange for the purchase of up to seven million shares of Dolphin stock for at least $3 million.
The complaint further alleges that between March 31 and April 6, 2010, and in accordance with the illicit arrangement, Mouallem, who was responsible for handling the sales, instructed Individual A to purchase approximately 105,000 shares of Baldassarre and Stockdale’s Dolphin stock for a total of approximately $38,100. Mouallem gave Individual A detailed instructions concerning the size, price and timing of the orders. In this way, Mouallem was able to insure that almost all of Individual A’s purchase orders were matched with Mouallem’s sell orders at prices Mouallem predetermined. Thereafter, Baldassarre paid Individual A bribes of approximately $11,440 for those purchases.
The complaint charges Baldassarre, Mouallem, and Stockdale with violating Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5. The Commission seeks permanent injunctive relief from the Defendants, disgorgement of ill-gotten gains, if any, plus pre-judgment interest, civil penalties, penny stock bars, and a judgment prohibiting Baldassarre from serving as an officer or director of a public company. [SEC v. Giuseppe Pino Baldassarre, Robert Mouallem, and Malcolm Stockdale, Civil Action No. 11 Civ. 5970 (ARR) (E.D.N.Y.)] (LR-22182)
SEC Charges Wachovia with Fraudulent Bid Rigging in Municipal Bond Proceeds
The Securities and Exchange Commission today charged Wachovia Bank N.A. with fraudulently engaging in secret arrangements with bidding agents to improperly win business from municipalities and guarantee itself profits in the reinvestment of municipal bond proceeds.
The SEC alleges that Wachovia generated millions of dollars in illicit gains during an eight-year period when it fraudulently rigged at least 58 municipal bond reinvestment transactions in 25 states and Puerto Rico. Wachovia won some bids through a practice known as “last looks” in which it obtained information from the bidding agents about competing bids. It also won bids through “set-ups” in which the bidding agent deliberately obtained non-winning bids from other providers in order to rig the field in Wachovia’s favor. Wachovia also facilitated some bids rigged for others to win by deliberately submitting non-winning bids.
Wachovia agreed to settle the charges by paying $46 million to the SEC that will be returned to affected municipalities or conduit borrowers. Wachovia also entered into agreements with the Justice Department, Office of the Comptroller of the Currency, Internal Revenue Service, and 26 state attorneys general that include the payment of an additional $102 million. The settlements arise out of long-standing parallel investigations into widespread corruption in the municipal securities reinvestment industry in which 18 individuals have been criminally charged by the Justice Department’s Antitrust Division.
Wachovia Bank is now Wells Fargo Bank following a merger in March 2010.
When municipal securities are sold to investors, portions of the proceeds often are not spent immediately by municipalities but rather temporarily invested in municipal reinvestment products until the money is used for the intended purposes. These products are typically financial instruments tailored to meet municipalities’ specific collateral and spend-down needs, such as guaranteed investment contracts (GICs), repurchase agreements (repos), and forward purchase agreements (FPAs). The proceeds of tax-exempt municipal securities generally must be invested at fair market value, and the most common way of establishing that is through a competitive bidding process in which bidding agents search for the appropriate investment vehicle for a municipality.
According to the SEC’s complaint filed in U.S. District Court for the District of New Jersey, Wachovia engaged in fraudulent bidding of GICs, repos, and FPAs from at least 1997 to 2005. Wachovia’s fraudulent practices and misrepresentations not only undermined the competitive bidding process, but negatively affected the prices that municipalities paid for reinvestment products. Wachovia deprived certain municipalities from a conclusive presumption that the reinvestment instruments had been purchased at fair market value, and jeopardized the tax-exempt status of billions of dollars in municipal securities because the supposed competitive bidding process that establishes the fair market value of the investment was corrupted.
Without admitting or denying the allegations in the SEC’s complaint, Wachovia has consented to the entry of a final judgment enjoining it from future violations of Section 17(a) of the Securities Act of 1933 and has agreed to pay a penalty of $25 million and disgorgement of $13,802,984 with prejudgment interest of $7,275,607. The settlement is subject to court approval.
Four financial institutions have so far paid a total of $673 million in the ongoing investigations into corruption in the municipal reinvestment industry. Other financial institutions that the SEC has previously charged are: J.P. Morgan Securities LLC – $228 million settlement with SEC and other federal and state authorities on July 7, 2011; UBS Financial Services Inc. – $160 million settlement with SEC and other federal and state authorities on May 4, 2011; and Banc of America Securities LLC – $137 million settlement with SEC and other federal and state authorities on Dec. 7, 2010.
The SEC’s investigation, which is continuing, has been conducted by Deputy Chief Mark R. Zehner and Assistant Municipal Securities Counsel Denise D. Colliers, who are members of the Municipal Securities and Public Pensions Unit in the Philadelphia Regional Office. The SEC thanks the other agencies with which it has coordinated this enforcement action, including the Antitrust Division of the U.S. Department of Justice, Federal Bureau of Investigation, Internal Revenue Service, Office of the Comptroller of the Currency, and 26 State Attorneys General. [SEC v. Wachovia Bank, N.A., now known as Wells Fargo Bank, N.A., successor by merger, Civil Action No. 2:11-cv-07135-WJM-MF, D.N.J.] (LR-22183)
Self-Regulatory Organizations
Proposed Rule Changes
The Financial Industry Regulatory Authority, Inc. filed a proposed rule change (SR-FINRA-2011-067) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to amend FINRA Rule 13201 (Statutory Employment Discrimination Claims) of the Industry Code, and FINRA Rule 2263 (Arbitration Disclosure to Associated Persons Signing or Acknowledging Form U4), to align the rules with statutes that invalidate predispute arbitration agreements for whistleblower claims. Publication is expected in the Federal Register during the week of December 12. (Rel. 34-65896)
Fixed Income Clearing Corporation (FICC) filed a proposed rule change (SR-FICC-2008-01) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 to allow the Mortgage-Backed Securities Division to provide guaranteed settlement and central counterparty services. Publication is expected in the Federal Register during the week of December 12. (Rel. 34-65899)
Immediate Effectiveness of Proposed Rule Changes
A proposed rule change filed by EDGA Exchange, Inc. to amend EDGA Rule 11.9 (SR-EDGA-2011-39) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of December 12. (Rel. 34-65902)
A proposed rule change filed by EDGX Exchange, Inc. to amend EDGX Rule 11.9 (SR-EDGX-2011-37) has become effective pursuant to Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication is expected in the Federal Register during the week of December 12. (Rel. 34-65903)
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 viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.
S-8 ROYAL BANK OF CANADA \, P O BOX 1, ROYAL BANK PLAZA, TORONTO, A6,
00000, 4169745151 - 120,000,000 ($120,000,000.00) Other,
(File 333-178350 - Dec. 7) (BR. 12A)
S-1 LPATH, INC, 4025 SORRENTO VALLEY BLVD., SAN DIEGO, CA, 92121-1404,
858-678-0800 - 0 ($10,000,000.00) Equity, (File 333-178352 - Dec. 7)
(BR. 01A)
S-4 ALLEGHANY CORP /DE, 7 TIMES SQUARE TOWER, 17TH FLOOR, NEW YORK, NY,
10036, 212-752-1356 - 0 ($2,314,836,907.36) Equity, (File 333-178353 -
Dec. 7) (BR. 01A)
S-8 SHILOH INDUSTRIES INC, SUITE 202, 103 FOULD ROAD, WILMINGTON, DE,
19803, 3029980592 - 1,000,000 ($8,190,000.00) Other, (File 333-178354 -
Dec. 7) (BR. 06C)
F-1 China Dredging Group Co., Ltd., 17 STATE STREET, SUITE 1600,
NEW YORK CITY, NY, 10004, 646-465-9090 -
62,690,310 ($313,451,550.00) Equity, (File 333-178362 - Dec. 7)
(BR. 06C)
S-8 COLOMBIA ENERGY RESOURCES, INC., ONE EMBARCADERO CENTER, SUITE 500,
SAN FRANCISCO, CA, 94111, 415-460-1165 -
6,180,000 ($14,267,001.00) Equity, (File 333-178363 - Dec. 7) (BR. 09A)
S-3ASR PHH CORP, 3000 LEADENHALL ROAD, MT. LAUREL, NJ, 08054, 856-917-1744 -
0 ($0.00) Debt, (File 333-178364 - Dec. 7) (BR. 07B)
S-11 RLJ Lodging Trust, 3 BETHESDA METRO CENTER, SUITE 1000, BETHESDA, MD,
20814, 301-280-7777 - 0 ($1,043,668,458.88) Equity, (File 333-178367 -
Dec. 7) (BR. 08C)
S-8 EBAY INC, 2145 HAMILTON AVENUE, SAN JOSE, CA, 95125, 408-376-7400 -
82,757 ($411,302.29) Equity, (File 333-178369 - Dec. 7) (BR. 02A)
S-3D METRO BANCORP, INC., 3801 PAXTON STREET, HARRISBURG, PA, 17111,
7174126301 - 500,000 ($4,145,000.00) Equity, (File 333-178371 - Dec. 7)
(BR. 07B)
S-1 Silver Falcon Mining, Inc., 7322 MANATEE AVENUE, WEST, #299, BRADENTON,
FL, 34209, 941-761-7819 - 87,500,000 ($4,637,500.00) Equity,
(File 333-178373 - Dec. 7) (BR. 09A)
S-4 NORTEK INC, 0 ($250,000,000.00) Debt, (File 333-178375 - Dec. 7)
(BR. 11A)
S-1 iShares Dow Jones-UBS Roll Select Commodity Index Trust,
400 HOWARD STREET, SAN FRANCISCO, CA, 94105, 415-670-2000 -
20,000 ($1,000,000.00) Equity, (File 333-178376 - Dec. 7) (BR. )
Recent 8K Filings
Form 8-K is used by companies to file current reports on the following events:
1.01
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Entry into a Material Definitive Agreement
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1.02
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Termination of a Material Definitive Agreement
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1.03
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Bankruptcy or Receivership
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2.01
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Completion of Acquisition or Disposition of Assets
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2.02
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Results of Operations and Financial Condition
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2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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2.04
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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2.05
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Cost Associated with Exit or Disposal Activities
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2.06
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Material Impairments
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3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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3.02
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Unregistered Sales of Equity Securities
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3.03
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Material Modifications to Rights of Security Holders
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4.01
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Changes in Registrant's Certifying Accountant
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4.02
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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5.01
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Changes in Control of Registrant
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5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
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5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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5.04
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Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
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5.05
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Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
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5.06
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Change in Shell Company Status
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6.01
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ABS Informational and Computational Material.
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6.02
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Change of Servicer or Trustee.
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6.03
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Change in Credit Enhancement or Other External Support.
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6.04
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Failure to Make a Required Distribution.
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6.05
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Securities Act Updating Disclosure.
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7.01
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Regulation FD Disclosure
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8.01
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Other Events
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9.01
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Financial Statements and Exhibits
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8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html. STATE
NAME OF ISSUER CODE 8K ITEM NO. DATE COMMENT
AAR CORP DE 2.01,8.01,9.01 12/02/11
ABOVENET INC DE 5.03,9.01 12/01/11
Abtech Holdings, Inc. NV 7.01,9.01 12/07/11
ACACIA RESEARCH CORP DE 8.01 12/06/11
ACORDA THERAPEUTICS INC 8.01 12/02/11
ADAMS RESOURCES & ENERGY, INC. DE 5.02 12/07/11
Aegerion Pharmaceuticals, Inc. DE 5.02,9.01 12/05/11
AGL RESOURCES INC GA 5.04,9.01 12/07/11
AGL RESOURCES INC GA 5.02,9.01 12/01/11
ALEXANDRIA REAL ESTATE EQUITIES INC MD 7.01,9.01 12/07/11
Altegris QIM Futures Fund, L.P. DE 3.02 12/01/11
Altegris Winton Futures Fund, L.P. CO 3.02 12/01/11
AMERIGAS PARTNERS LP DE 1.01,9.01 12/01/11
Ampio Pharmaceuticals, Inc. DE 5.07 12/03/11
AMSURG CORP TN 7.01,9.01 12/07/11
AMYLIN PHARMACEUTICALS INC DE 5.02 12/06/11
APPALACHIAN POWER CO VA 2.06 12/02/11
APPLIED MATERIALS INC /DE DC 5.03,9.01 12/06/11
ASBURY AUTOMOTIVE GROUP INC DE 5.02,8.01 12/06/11
ASIARIM CORP NV 5.02 12/02/11
ASIARIM CORP NV 1.02 12/02/11
AT&T INC. DE 8.01 12/07/11
Augme Technologies, Inc. DE 8.01,9.01 12/06/11
BARNES & NOBLE INC DE 5.07 10/28/11
BIG LOTS INC OH 2.02,9.01 12/02/11
Bio-AMD Inc. NV 8.01 12/02/11
BIOZONE PHARMACEUTICALS, INC. NV 3.02,9.01 11/30/11
BOSTON SCIENTIFIC CORP DE 8.01 12/01/11
BRIGHAM EXPLORATION CO DE 3.02,5.01,5.02 12/01/11
BROADRIDGE FINANCIAL SOLUTIONS, INC. DE 7.01,9.01 12/07/11
BUTLER NATIONAL CORP DE 8.01,9.01 12/07/11
CADIZ INC DE 1.01,8.01,9.01 12/01/11
CAPITAL ONE FINANCIAL CORP DE 7.01 12/07/11
Carter Validus Mission Critical REIT, MD 1.01,9.01 12/01/11
CASCADE CORP OR 2.02,9.01 12/01/11
CASEYS GENERAL STORES INC IA 2.02,9.01 12/07/11
Cavitation Technologies, Inc. 1.01,9.01 11/01/10
CEDAR FAIR L P DE 1.02 12/02/11
Chaparral Energy, Inc. DE 7.01 12/07/11
CHEROKEE INC DE 2.02,9.01 12/07/11
CHINA BAK BATTERY INC NV 2.02,9.01 12/07/11
China Growth CORP E9 1.01,9.01 12/01/11
China Intelligence Information System NV 4.01,4.02,8.01,9.01 11/10/11 AMEND
China Wi-Max Communications, Inc. NV 5.02,9.01 12/01/11
CIG WIRELESS CORP. NV 1.01,2.01,3.02,8.01, 12/05/11
9.01
CIGNA CORP DE 7.01 12/07/11
Ciralight Global, Inc. NV 7.01,9.01 12/07/11
CIRCLE STAR ENERGY CORP. NV 1.01 04/29/11
CMS ENERGY CORP MI 7.01,9.01 12/07/11
COLE REAL ESTATE INCOME STRATEGY (DAI MD 1.01,2.01,5.03,8.01, 12/07/11
9.01
COLOMBIA ENERGY RESOURCES, INC. DE 7.01,9.01 12/07/11
Colorado Ceramic Tile, Inc. CO 5.07 11/29/11
Colt Defense LLC DE 5.02 12/07/11
CONTANGO OIL & GAS CO DE 5.07 12/01/11
CONVERGYS CORP OH 5.02,9.01 12/07/11
CONVERSION SERVICES INTERNATIONAL INC DE 2.04 12/05/11
CORCEPT THERAPEUTICS INC DE 8.01 12/01/11
CORNERSTONE THERAPEUTICS INC DE 5.02 12/01/11
CorTS(R) Trust III For Verizon Global DE 8.01,9.01 12/01/11
CROSSROADS SYSTEMS INC DE 2.02,9.01 12/07/11
CRYO CELL INTERNATIONAL INC DE 5.02 12/01/11
CVR ENERGY INC DE 5.02,9.01 12/07/11
CVR PARTNERS, LP DE 5.02,9.01 12/07/11
DARA BioSciences, Inc. DE 5.02 12/05/11
DATA I/O CORP WA 9.01 04/29/11 AMEND
DENDREON CORP DE 5.03,9.01 12/01/11
DEVON ENERGY CORP/DE DE 5.02,9.01 12/01/11
Digerati Technologies, Inc. NV 5.02,9.01 12/02/11
DIODES INC /DEL/ DE 8.01 12/01/11
DreamWorks Animation SKG, Inc. 1.01 12/02/11
DRI CORP NC 3.01,7.01,9.01 12/05/11
DST SYSTEMS INC DE 5.02,9.01 12/01/11
DTE ENERGY CO MI 8.01,9.01 12/07/11
Duke Energy CORP DE 8.01,9.01 12/07/11
EASYLINK SERVICES INTERNATIONAL CORP DE 2.02,9.01 12/06/11
EL PASO CORP/DE DE 8.01 12/05/11
EMCLAIRE FINANCIAL CORP PA 1.01,8.01,9.01 12/07/11
EMPIRE ENERGY CORP UT 8.01 12/07/11
ENERGEN CORP AL 5.02,9.01 12/07/11
Energy Transfer Partners, L.P. DE 1.01,9.01 12/01/11
EXACTECH INC FL 1.01,7.01,9.01 12/06/11
Federal Home Loan Bank of Indianapoli X1 5.02,9.01 12/07/11
Fidelity National Information Service 7.01,9.01 12/07/11
Fidelity National Information Service 8.01 12/06/11
FIFTH THIRD BANCORP OH 7.01,9.01 12/07/11
FIRST COLOMBIA GOLD CORP. NV 1.01,2.03,3.02,9.01 12/01/11
FIRST COLOMBIA GOLD CORP. NV 1.01,9.01 12/07/11
FIRST COMMONWEALTH FINANCIAL CORP /PA PA 5.02,9.01 12/02/11
FIRST NIAGARA FINANCIAL GROUP INC DE 8.01,9.01 12/07/11
FIRST NIAGARA FINANCIAL GROUP INC DE 8.01,9.01 12/07/11
Fortune Brands Home & Security, Inc. DE 8.01,9.01 12/06/11
Francesca's Holdings CORP 2.02,9.01 12/06/11
G III APPAREL GROUP LTD /DE/ DE 2.02,9.01 12/07/11
GARDNER DENVER INC DE 7.01,9.01 12/02/11
Genmed Holding Corp NV 4.01,9.01 12/02/11
GLOBAL GOLD CORP DE 2.01,9.01 12/02/11
GRAMERCY CAPITAL CORP MD 2.01,9.01 12/01/11
GRANT PARK FUTURES FUND LIMITED PARTN IL 7.01,9.01 12/02/11
GREEN PLANET GROUP, INC. NV 4.01,9.01 12/01/11
GreenHouse Holdings, Inc. 1.01,9.01 12/01/11
Grubb & Ellis Healthcare REIT II, Inc MD 7.01,9.01 12/07/11
HAMPTON ROADS BANKSHARES INC VA 7.01,9.01 12/07/11
HARRIS CORP /DE/ DE 5.02,8.01,9.01 12/02/11
HD SUPPLY, INC. DE 2.02,9.01 12/07/11
Heckmann Corp DE 8.01,9.01 12/07/11
HELMERICH & PAYNE INC DE 5.02 12/06/11
HEXCEL CORP /DE/ DE 5.03,9.01 12/06/11
HEXCEL CORP /DE/ DE 7.01,9.01 12/07/11
HNI CORP IA 7.01 12/02/11
HOLLY ENERGY PARTNERS LP DE 5.02 12/01/11
HOPFED BANCORP INC DE 5.02,9.01 12/07/11
iMetrik M2M Solutions Inc. NV 7.01,9.01 12/06/11
IMMUNOMEDICS INC DE 5.07 12/07/11
IMPERIAL PETROLEUM INC NV 5.02,8.01,9.01 12/02/11
INDEPENDENCE HOLDING CO DE 1.01 12/01/11
Innolog Holdings Corp. NV 4.01,9.01 12/07/11
INOVIO PHARMACEUTICALS, INC. 8.01,9.01 12/06/11
Intellicell Biosciences, Inc. NV 1.01,2.01,3.02,5.01, 06/03/11 AMEND
5.02,5.03,9.01
INTER PARFUMS INC DE 8.01 12/07/11
International Building Technologies G NV 1.02 12/06/11
IntraLinks Holdings, Inc. DE 8.01 12/05/11
ION GEOPHYSICAL CORP DE 7.01,9.01 12/05/11
IZEA Holdings, Inc. NV 5.03,5.07,8.01,9.01 12/01/11
J2 GLOBAL, INC. DE 5.03,9.01 12/05/11
KBR, INC. DE 1.01,1.02,9.01 12/02/11
KBS Real Estate Investment Trust, Inc MD 1.01,2.03 12/01/11
KENT FINANCIAL SERVICES INC NV 8.01 12/07/11
KENT FINANCIAL SERVICES INC NV 1.01,3.01,5.01,5.02, 12/07/11
8.01,9.01
KENT INTERNATIONAL HOLDINGS INC NV 3.03,9.01 12/06/11
KINDER MORGAN, INC. DE 8.01 12/07/11
KNOLL INC DE 5.02,7.01,8.01,9.01 12/01/11
LAKELAND INDUSTRIES INC DE 2.02,9.01 12/07/11
LANDAUER INC DE 2.02,7.01,9.01 12/06/11
LANDAUER INC DE 7.01,9.01 12/07/11
Lantis Laser Inc. NV 1.01,9.01 12/07/11
Latitude Solutions, Inc. NV 7.01,9.01 12/05/11
LEXON TECHNOLOGIES INC DE 1.01,2.01 12/07/11 AMEND
LIBERATOR MEDICAL HOLDINGS, INC. NV 4.02,9.01 12/01/11
Location Based Technologies, Inc. NV 8.01,9.01 12/06/11
LODGENET INTERACTIVE CORP DE 7.01,9.01 12/07/11
Marathon Petroleum Corp DE 5.02,9.01 12/05/11
MARKWEST ENERGY PARTNERS L P 7.01,9.01 12/06/11
MARTIN MIDSTREAM PARTNERS LP DE 1.01,9.01 12/06/11
Master Silicon Carbide Industries, In DE 5.02 12/01/11
MCGRAW-HILL COMPANIES INC NY 5.02,7.01,8.01,9.01 12/07/11
MEDICINOVA INC DE 4.01,9.01 12/01/11
MEDLINK INTERNATIONAL, INC. DE 1.01,9.01 11/29/11
MERIDIAN BIOSCIENCE INC OH 5.02 12/06/11
MERRILL LYNCH DEPOSITOR INC PREFERRED DE 8.01,9.01 12/01/11
MEXICO FUND INC MD 7.01,9.01 11/30/11
MID AMERICA APARTMENT COMMUNITIES INC TN 5.02,9.01 12/06/11
MID AMERICA APARTMENT COMMUNITIES INC TN 5.02 12/01/11
MISONIX INC NY 5.07 12/06/11
MobileBits Holdings Corp NV 2.01,5.01,5.02,8.01, 12/06/11
9.01
MOLINA HEALTHCARE INC DE 1.01,2.03,8.01 12/07/11
MONSANTO CO /NEW/ DE 2.02,9.01 12/07/11
MORGAN STANLEY SMITH BARNEY SPECTRUM DE 1.01,9.01 12/01/11
MORRIS PUBLISHING GROUP LLC GA 1.01,8.01,9.01 12/01/11
MRV COMMUNICATIONS INC DE 1.01,9.01 12/02/11
MTR GAMING GROUP INC DE 1.01,5.02,9.01 12/05/11
N-VIRO INTERNATIONAL CORP DE 5.02 12/03/11
NATURALLY ADVANCED TECHNOLOGIES INC A1 8.01,9.01 12/01/11
NAVISTAR INTERNATIONAL CORP DE 1.01,9.01 12/02/11
Neenah Paper Inc DE 1.01,9.01 12/07/11
NETWORK EQUIPMENT TECHNOLOGIES INC DE 5.02 12/01/11
NEW ENERGY SYSTEMS GROUP NV 8.01,9.01 12/05/11
NEW ENERGY TECHNOLOGIES, INC. 7.01,9.01 12/07/11
NEWELL RUBBERMAID INC DE 1.01,1.02,2.03,9.01 12/02/11
NEWPORT CORP NV 7.01,9.01 12/07/11
NEWS CORP 8.01,9.01 12/07/11
NEXTERA ENERGY INC FL 8.01 12/07/11
NIC INC CO 7.01,9.01 12/06/11
NICOR INC IL 5.04,9.01 12/07/11
NORTH SPRINGS RESOURCES CORP. NV 1.01,2.03,9.01 12/02/11
NORTHEAST UTILITIES MA 8.01 11/29/11
NORTHWEST INDIANA BANCORP IN 8.01,9.01 12/07/11
NOVELOS THERAPEUTICS, INC. DE 1.01,7.01,9.01 12/01/11
NTS MORTGAGE INCOME FUND DE 1.01,7.01,9.01 12/07/11
Nuance Communications, Inc. DE 5.02 12/02/11
Och-Ziff Capital Management Group LLC DE 7.01,9.01 12/07/11
OGE ENERGY CORP. OK 7.01 12/07/11
ON SEMICONDUCTOR CORP DE 2.03,3.02 12/05/11
OWENS & MINOR INC/VA/ VA 7.01,9.01 12/07/11
OXIGENE INC DE 8.01,9.01 12/07/11
Pacific Bepure Industry Inc DE 5.02,9.01 12/06/11
PACIFIC SUNWEAR OF CALIFORNIA INC CA 1.01,1.02,2.02,2.03, 12/07/11
3.02,3.03,5.02,9.01
Pathfinder Cell Therapy, Inc. DE 1.01,1.02,3.02 12/01/11
PDL BIOPHARMA, INC. DE 8.01,9.01 12/07/11
PEOPLES BANCORP OF NORTH CAROLINA INC NC 5.02,9.01 12/07/11
PHARMACYCLICS INC DE 5.02,8.01,9.01 12/01/11
PHARMATHENE, INC DE 5.02 12/01/11
PHOENIX COMPANIES INC/DE DE 5.02,9.01 12/02/11
PHOTRONICS INC CT 2.02,9.01 12/06/11
PLAINS ALL AMERICAN PIPELINE LP DE 1.01,7.01,9.01 12/01/11
PNM RESOURCES INC NM 5.02 12/04/11
PowerShares DB Commodity Index Tracki 8.01 12/07/11
PowerShares DB G10 Currency Harvest F DE 8.01 12/07/11
PowerShares DB Multi-Sector Commodity DE 8.01 12/07/11
PowerShares DB US Dollar Index Trust DE 8.01 12/07/11
PRICESMART INC DE 2.02,9.01 12/07/11
PRIME GLOBAL CAPITAL GROUP Inc NV 8.01 06/14/11
PRO DEX INC CO 5.07,8.01 12/05/11
PROASSURANCE CORP DE 7.01,8.01,9.01 12/06/11
Pzena Investment Management, Inc. DE 8.01 11/30/11
QEP RESOURCES, INC. DE 5.02 12/01/11
QUANTUM SOLAR POWER CORP. 1.01,3.02,7.01,9.01 12/01/11
Rackwise, Inc. NV 8.01,9.01 12/01/11
RADIANT LOGISTICS, INC DE 1.01,2.01,2.03,3.01, 12/01/11
8.01,9.01
RAILAMERICA INC /DE DE 8.01 12/06/11
RAMBUS INC DE 5.02,8.01,9.01 12/01/11
RARE ELEMENT RESOURCES LTD A1 5.07 12/02/11
RAZOR RESOURCES INC NV 5.02 12/06/11
RESOURCE AMERICA, INC. DE 2.02,9.01 12/06/11
Revolutions Medical CORP NV 1.01 12/01/11
S&T BANCORP INC PA 8.01,9.01 12/07/11
SAFEWAY INC DE 8.01,9.01 12/05/11
SED INTERNATIONAL HOLDINGS INC 2Q 5.07 12/06/11
Select Notes Trust LT 2004-1 DE 8.01,9.01 12/01/11
Silicon Graphics International Corp DE 7.01,9.01 12/07/11
Silver Dragon Resources Inc. DE 7.01,9.01 12/07/11
SM Energy Co DE 2.01,7.01,9.01 12/02/11
SOLAR ENERTECH CORP DE 5.02 12/05/11
SOUTHERN COMMUNITY FINANCIAL CORP 5.02,9.01 12/02/11
STAR GAS PARTNERS LP DE 2.02,7.01,9.01 12/07/11
STATE STREET CORP MA 7.01,9.01 12/07/11
Steadfast Income REIT, Inc. MD 1.01,9.01 12/01/11
STELLAR PHARMACEUTICALS INC 1.01,2.01,2.03,3.02, 12/01/11
5.02,8.01,9.01
STONE ENERGY CORP DE 5.02,9.01 12/05/11
STONERIDGE INC OH 1.01,9.01 12/01/11
STRATS (SM) TRUST FOR JPMORGAN CHASE 8.01,9.01 12/01/11
STRATS SM TRUST FOR IBM CORP SEC SERI 8.01,9.01 11/29/11
Strats(SM) Trust for JPMorgan Chase C 8.01,9.01 12/01/11
STRATS(SM) Trust For Morgan Stanley S 8.01,9.01 12/01/11
Stream Global Services, Inc. DE 8.01,9.01 12/07/11
STREAMLINE HEALTH SOLUTIONS INC. DE 1.01,9.01 12/07/11
STRUCTURED PRODUCTS CORP TIERS CORP B DE 8.01,9.01 12/01/11
STRUCTURED PRODUCTS CORP TIERS R INFL DE 8.01,9.01 12/01/11
SUNGARD CAPITAL CORP DE 7.01,9.01 12/07/11
SUPERMEDIA INC. DE 7.01 12/07/11
Susser Holdings CORP DE 8.01,9.01 12/07/11
SVB FINANCIAL GROUP 7.01 12/07/11
SYNERGY PHARMACEUTICALS, INC. FL 7.01,9.01 12/06/11
SYNTHESIS ENERGY SYSTEMS INC DE 7.01,9.01 12/07/11
T3 Motion, Inc. DE 5.07 12/02/11
TELETOUCH COMMUNICATIONS INC DE 8.01,9.01 12/06/11
TIME WARNER CABLE INC. DE 5.02 12/01/11
U.S. Auto Parts Network, Inc. DE 7.01,9.01 12/07/11
UNISOURCE ENERGY CORP AZ 8.01 11/18/11
US BANCORP \DE\ DE 7.01,9.01 12/07/11
USMD Holdings, Inc. DE 1.01,9.01 12/01/11
VAIL RESORTS INC DE 2.02,9.01 12/07/11
VALSPAR CORP DE 5.02,7.01,9.01 12/07/11
VERINT SYSTEMS INC DE 2.02,7.01,9.01 12/07/11
Vertro, Inc. DE 7.01,9.01 12/07/11
Vicor Technologies, Inc. DE 5.02 12/05/11
VistaGen Therapeutics, Inc. NV 1.01,8.01,9.01 12/06/11
VIVUS INC CA 7.01,8.01,9.01 12/07/11
VIVUS INC CA 8.01,9.01 12/07/11
VORNADO REALTY LP DE 8.01,9.01 12/07/11
Walter Energy, Inc. DE 8.01 12/01/11
WAUSAU PAPER CORP. WI 1.01,2.05,2.06,9.01 12/07/11
WELLS FARGO & CO/MN DE 9.01 12/07/11
WESTERN LIBERTY BANCORP DE 7.01,9.01 12/07/11
WHIRLPOOL CORP /DE/ DE 8.01 12/07/11
WIRELESS RONIN TECHNOLOGIES INC MN 1.01,9.01 12/06/11
Woodward, Inc. DE 7.01,9.01 12/07/11
XEROX CORP NY 5.02,9.01 12/07/11
Zayo Group LLC DE 1.01,2.01,2.03,9.01 12/01/11
ZIOPHARM ONCOLOGY INC DE 8.01,9.01 12/07/11
http://www.sec.gov/news/digest/2011/dig120811.htm
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