SEC NEWS DIGEST Issue 2003-50 March 17, 2003 ENFORCEMENT PROCEEDINGS ADMINISTRATIVE PROCEEDING AGAINST J.W. BARCLAY & CO., INC. On March 14, an Administrative Law Judge issued an Order Making Findings and Imposing Remedial Sanctions By Default in the matter of J.W. Barclay, & Co., Inc. The Order Instituting Proceedings alleged that, between June 1997 and December 1998, J.W. Barclay & Co., Inc., failed reasonably to supervise the activities of its registered representatives who engaged in several types of misconduct in the accounts of their customers including unauthorized trading, unsuitable trading, and churning. Based on the foregoing, the default order found that Barclay failed reasonably to supervise within the meaning of Section 15(b)(4)(E) of the Securities Exchange Act of 1934. The default order revoked Barclay's registration as a broker and a dealer and imposed a civil penalty of $50,000. (Rels. 33-8203; 34-47506; File No. 3-10765) COMMISSION BARS NICHOLAS JULIAN, JR. FROM PARTICIPATING IN ANY OFFERING OF PENNY STOCK On March 13, the Commission instituted and simultaneously settled an administrative proceeding against Nicholas J. Julian, Jr., who consented, without admitting or denying the allegations against him, to the entry of an order barring him from participating in any offering of penny stock. The Commission's order was based upon Julian's criminal conviction. On March 11, 2002, Julian pled guilty to a criminal information charging one count of conspiracy to commit mail fraud, wire fraud, and money laundering in violation of Title 18 of the United States Code, Sections 1341, 1343, and 1956 before the U.S. District Court for the Northern District of Georgia, in U.S. v. Nicholas Julian, Jr., Crim. Information No. 4:01-CR-12 (Superseding). The count of the criminal information alleged that Julian made secret payments to two co-conspirators for the transfer of more than $9 million belonging to State Mutual Insurance Company for the purchase of securities in companies affiliated with Julian. These transfers were made without State Mutual's knowledge of the purpose of these transfers and without its authorization and consent. On June 24, 2002, a judgment in the criminal case was entered against Julian, and he was sentenced to a prison term of 60 months followed by three years of supervised release and ordered to make restitution in the amount of $7,858,886.14. (Rel. 34-47495; File No. 3-11064) COMMISSION DISMISSES APPEAL FROM WILLIAM GALLAGHER On March 14, the Commission dismissed an appeal by William J. Gallagher of Glendale, California, a former general securities representative associated with a former member firm of the NASD. The NASD suspended Gallagher's registration for his failure to honor an NASD arbitration award. The Commission found, as the relevant appeal provision requires, that that the specific ground on which the NASD based its suspension -- failure to pay in full an arbitration award -- existed in fact. The Commission further found that that the NASD's suspension determination was reached after a hearing conducted in accordance with the NASD's rules, and that those rules are and were applied in a manner consistent with the purposes of the Securities Exchange Act of 1934. The Commission rejected Gallagher's claim that the NASD had acted improperly in suspending him before a final decision was reached by a court of appeals on his appeal of the trial court's denial of his motion to vacate the arbitration award. The NASD's bylaws require only that the NASD wait until a motion to vacate has been denied and do not require that the NASD wait until all appeals of that denial are exhausted. (Rel. 34-47501; File No. 3-10749) COMMISSION SETS ASIDE PROCEEDING AGAINST JOHN FAHERTY On March 14, the Commission set aside a disciplinary action by the National Association of Securities Dealers, Inc. against John Roger Faherty. The NASD had found that Faherty aided and abetted a manipulation by Hibbard, Brown & Co. of the securities of First National Realty Associates, Inc. (FNRA). The Commission found that Hibbard had manipulated FNRA securities. However, the Commission concluded that the record did not demonstrate that Faherty had a general awareness of Hibbard's scheme, which is required to demonstrate aiding and abetting. (Rel. 34-47502; File No. 3- 9778) COMMISSION SANCTIONS RUSSELL STEIN FOR AIDING AND ABETTING VIOLATION OF REPORTING REQUIREMENTS AND DISMISSES APPEAL IN PART On March 14, the Commission found, that Russell W. Stein, of Houston, Texas, aided and abetted reporting omissions by Merrill Lynch for the years 1992 through 1995, in violation of Section 204 of the Investment Advisers Act of 1940, Rule 204-1(b) thereunder, and Section 207 of the Advisers Act, by failing to notify Merrill Lynch of certain material economic benefits he received during the years 1992 through 1995, which presented potential conflicts of interest with Merrill Lynch's clients. The Commission concluded that Stein should have disclosed to Merrill Lynch that he received a material economic benefit because an investment management company that Stein continued to recommend was the principal means of employment for his financially dependent son during these years. The Commission found that it was in the public interest to order Stein to cease and desist from committing or causing any violations or any future violations of Section 204 of the Advisers Act, Rule 204-1(b) thereunder, and Section 207 of the Advisers Act, to suspend Stein from associating with any investment adviser and from associating with any investment company for twelve months, and to impose on Stein a civil money penalty of $30,000. The Commission dismissed the part of the appeal that claimed that Stein violated Section 206 of Advisers Act, and that Ford D. Albritton, of Dallas, Texas, and Dover and Associates, Inc., a Texas corporation, aided and abetted Stein's alleged violation. As the basis for the dismissal, the Commission found that Stein, an associated person of Merrill Lynch, was incorrectly charged as a principal violator pursuant to Section 206 of the Advisers Act. The Commission noted that, under this section, principal violators must be investment advisers under the Act, and that associated persons can only be liable as aiders and abettors. Stein was not charged with aiding and abetting these alleged violations. (Rels. 34-47504; IA-2114; File No. 3-9309) SEC SUES SOUTH FLORIDA TAX PREPARER FOR SECURITIES FRAUD The Securities and Exchange Commission (SEC) announced today that it filed a complaint in the United States District Court for the Southern District of Florida against Louis W. Ratfield, a South Florida tax preparer and accountant. In its complaint, the SEC alleges that, from at least 1997 through 2001, Ratfield raised over $4 million from about 120 investors by selling interests in two investment clubs, purported "Common Law Trusts" called Stonehenge Enterprises Pure Trust and The Baron Financial Services. According to the SEC's complaint, Ratfield promised returns of up to 26% or 40%. Ratfield also told investors that their investment principal was fully insured from loss and that they could redeem their investments annually. In actuality, Ratfield used the majority of the investors' funds to invest in risky start-up businesses. Most of Ratfield's investors never received their promised returns and lost their entire principal. The SEC alleges in its complaint that Ratfield violated Sections 5(a), 5(c) and 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, and Sections 206(1) and 206(2) of the Investment Advisers Act of 1940 (Advisers Act). In its complaint, the SEC requests that the court permanently enjoin Ratfield from violating the securities registration and antifraud provisions of the federal securities laws, impose a civil money penalty against him, and order him to account for, and disgorge, all monies derived from his fraud. [SEC v. Louis W. Ratfield, Civil Action No. 03-80197-CIV-MIDDLEBROOKS, SD Fla., West Palm Beach Division] (LR-18035) SIX INDICTED FOR PERPETRATING MASSIVE FINANCIAL FRAUD AT ANICOM, INC. On March 13, the Commission announced that the U.S. Attorney for the Northern District of Illinois indicted six former executives and other employees of Anicom, Inc. for thirty counts of securities fraud, books and records violations, and bank fraud in connection with a massive financial fraud at the now-bankrupt company. The indictment charges that from at least Jan. 1, 1998, through at least May 31, 2000, the six defendants caused Anicom to falsely report millions of dollars of non- existent sales, including sales to a fictitious customer, and used other fraudulent techniques that overstated Anicom's reported revenues and net income. The indictment also charges that Anicom's former Chief Financial Officer, Donald C. Welchko, age 48, of Willow Springs, Illinois, obstructed justice by providing the Commission with false documents during its investigation of Anicom. The United States Attorney filed the indictment in federal district court in the Northern District of Illinois. The fraud had two distinct aspects. First, the indictment charges that the defendants, President and Chief Executive Officer Carl E. Putnam, age 54, of Naperville, Illinois, Welchko, Chief Operating Officer John P. Figurelli, age 56, of Libertyville, Illinois, Vice President of Sales Daryl T. Spinell, age 38, of Naperville, Illinois, Vice President of Accounting Ronald M. Bandyk, age 37, of LaGrange, Illinois, and Billing Manager Renee L. LeVault, age 34, of Huntley, Illinois, improperly recognized numerous fictitious sales that overstated reported revenues and net profits. Additionally, the defendants caused Anicom in 1999 to improperly recognize more than $10.454 million in sales to a fictitious customer called SCL Integration. The defendants used SCL Integration to minimize the effect on income of writing off earlier improper sales. Second, the indictment charges that the defendants entered journal entries that improperly reduced expenses and accelerated the recognition of sales between reporting periods. The indictment also charges that Putnam and Welchko defrauded Anicom's lenders by falsely representing that Anicom's financial statements accurately represented the company's financial position. Just ten months ago, on May 6, 2002, the Commission filed a civil lawsuit in U.S. District Court in the Northern District of Illinois against the same six defendants. Grounded in the same financial fraud as charged in the indictment, the Commission's lawsuit alleges that all six defendants engaged in multiple violations of the antifraud and books and records provisions of the federal securities laws. [U.S. v. Carl E. Putnam, et al., No. 03CR 268 (N.D. Ill.) (Hon. Robert W. Gettleman)]; [SEC v. Carl E. Putnam, et al., No. 02C 3235 (N.D. Ill.) (Hon. George M. Marovich)] (LR-18037, AAE Rel. 1741) SEC CHARGES MERRILL LYNCH, FOUR MERRILL LYNCH EXECUTIVES WITH AIDING AND ABETTING ENRON ACCOUNTING FRAUD Merrill Lynch Simultaneously Settles Charges for Permanent Antif-Fraud Injunction and Payment of $80 Million in Disgorgement, Penalties and Interest The Commission today charged Merrill Lynch & Co. Inc. and four of its former senior executives with aiding and abetting Enron Corp.'s securities fraud. The Commission's complaint, filed in U.S. District Court in Houston, alleges that Merrill Lynch and its former executives aided and abetted Enron Corp.'s earnings manipulation by engaging in two fraudulent year-end transactions in 1999. The transactions had the purpose and effect of overstating Enron's reported financial results. Specifically, Enron used these transactions to add approximately $60 million to its fourth quarter of 1999 income (improving net income from $199 million to $259 million or 33 percent) and to increase its full year 1999 earnings per share from $1.09 to $1.17. Simultaneous with the filing of this action, the Commission has agreed to accept Merrill Lynch's offer to settle this matter. Merrill Lynch, without admitting or denying the allegations in the complaint, has agreed to pay $80 million dollars in disgorgement, penalties and interest and has agreed to the entry of a permanent anti-fraud injunction prohibiting future violations of the federal securities laws. The Commission intends to have these funds paid into a court account pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes- Oxley Act of 2002 for ultimate distribution to victims of the fraud. The four former Merrill Lynch executives named in the complaint, Robert S. Furst, Schuyler M. Tilney, Daniel H. Bayly and Thomas W. Davis, are contesting the matter. SEC Chairman William H. Donaldson said, "This action is a message to all who would help a reporting company commit fraud: we will bring the full weight of our enforcement arsenal against you. Our commitment to protect investors demands nothing less." Added Enforcement Director Stephen M. Cutler, "Even if you don't have direct responsibility for a company's financial statements, you cannot turn a blind eye when you have reason to know that what you are doing will help make those statements false and misleading. At the end of 1999, Merrill Lynch and the executives we are suing today did exactly that: They helped Enron defraud its investors through two deals that were created with one purpose in mind -- to make Enron's financial statements look better than they actually were." As alleged in the Commission's complaint, the first transaction was an asset-parking arrangement whereby on Dec. 29, 1999, Merrill Lynch bought an interest in certain Nigerian barges from Enron with an express understanding that Enron would arrange for the sale of this interest by Merrill Lynch within six months at a specified rate of return. In substance, this transaction was, at best, a bridge loan because the risks and rewards of ownership of the interest in the barges did not pass to Merrill Lynch. As further alleged in the complaint, Merrill Lynch and the named executives knew that Enron would record $28 million in revenue and $12 million in pre-tax income in connection with this transaction. The Commission alleges that Merrill Lynch and the named executives entered into this transaction solely to accommodate Enron, despite express concerns that Merrill Lynch could appear to be aiding and abetting Enron's earnings manipulation. In 2000, Enron arranged to take Merrill Lynch out of the barge deal on the agreed time frame at the agreed rate of return. In the second transaction, also closed in the last days of December 1999, Merrill Lynch and Enron entered into two energy options - one physical and one financial - that Merrill Lynch knew had the purpose and effect of inflating Enron's income by approximately $50 million. The complaint details that, at year-end 1999, the trading under these options was not scheduled to begin for approximately nine months. Before the transaction was closed, the complaint alleges, Enron told Merrill Lynch that, despite a nominal term of four years, it might want to unwind this transaction early. Merrill Lynch believed that the two trades were essentially a wash and knew that the transaction would have a significant impact on Enron's reported results, bonuses, and stock price. Merrill Lynch demanded a multi-million dollar fee for entering into this transaction; Enron ultimately agreed to pay Merrill Lynch a structured fee to be paid over four years with a net present value of $17 million. In 2000, Enron approached Merrill Lynch seeking to unwind the transaction before trading under the energy options was scheduled to begin. The deal was unwound in June 2000 after Merrill Lynch agreed to reduce its fee to $8.5 million to terminate the transaction. The complaint alleges that Merrill Lynch and the named executives aided and abetted Enron's violations of the anti-fraud, reporting, books and records, and internal controls provisions of the federal securities laws. For these violations, the Commission seeks in its complaint a permanent injunction, disgorgement, and civil penalties with respect to Merrill Lynch and, with respect to the individual defendants, permanent injunctions, civil penalties, and permanent officer and director bars. Merrill Lynch offered, and the Commission has agreed, to settle the Commission's charges against the company. Simultaneous with the filing of the complaint, Merrill Lynch filed a consent and final judgment settling the Commission's action against it. In the consent, Merrill Lynch has agreed, without admitting or denying the allegations of the complaint, to be permanently enjoined from violating the anti-fraud, reporting, books and records, and internal controls provisions of the federal securities laws in the future. Merrill Lynch also has agreed to pay disgorgement, penalties and interest in the amount of $80 million. Specifically, Merrill Lynch will pay $37.5 million in disgorgement, $5 million in prejudgment interest, and a civil penalty of $37.5 million. As noted above, the Commission intends to have these funds paid into a court account pursuant to the Fair Fund provisions of Section 308(a) of the Sarbanes-Oxley Act of 2002 for ultimate distribution to victims of the fraud. In agreeing to resolve this matter on the terms described above, the Commission took into account certain affirmative conduct by Merrill Lynch. Merrill Lynch terminated Davis and Tilney after they refused to testify before the staff and instead asserted their Fifth Amendment rights. In addition, Merrill Lynch brought the energy trade transaction to the staff's attention at a time when it believed the staff was unaware of its existence. The Commission acknowledges the assistance provided by the staff of the Federal Energy Regulatory Commission in this investigation. The Commission also acknowledges the continuing coordination among the Division of Enforcement, the Justice Department Enron Task Force and the Federal Bureau of Investigation in the Enron investigation. The Commission's investigation into Enron is ongoing. [SEC v. Merrill Lynch & Co., Inc., Daniel H. Bayly, Thomas W. Davis, Robert S. Furst, Schuyler M. Tilney, Case No. H-03-0946 (Hoyt) (S.D. Tx)] (LR-18038, AAE Rel. 1742); (Press Rel. 2003-32); (Rels. 33-8205, 34-47513; and 33-8206, 34-47514) INVESTMENT COMPANY ACT RELEASES T. ROWE PRICE BALANCED FUND, INC., ET AL. A notice has been issued giving interested persons until April 7, 2003, to request a hearing on an application filed by T. Rowe Price Balanced Fund, Inc., et al. for an order granting an exemption from Section 12(d)(1)(G)(i)(II) of the Investment Company Act. The order would permit a funds of funds relying on section 12(d)(1)(G) of the Act to invest in securities and other financial instruments. The requested order also would also amend a prior order. (Rel. IC-25958 - March 13) ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, ET AL. A notice has been issued giving interested persons until April 3, 2003, to request a hearing on an application filed by Allianz Life Insurance Company of North America (Allianz Life), Allianz Life Variable Account A (Allianz Account A), Allianz Life Variable Account B (Allianz Account B), Allianz Life Insurance Company of New York (Allianz Life of NY) and Allianz Life of NY Variable Account C (Allianz Account C)(collectively, the Applicants). The Applicants request an order pursuant to Section 26(c) of the Investment Company Act to permit the substitution of the shares of The Dreyfus Stock Index Fund for shares of Franklin S&P 500 Index Fund held by Allianz Account A, Allianz Account B, and Allianz Account C to support variable annuity and variable life insurance contracts issued by Allianz Life and Allianz Life of NY. (Rel. IC- 25959 - March 14) THE TIMOTHY PLAN, ET AL. A notice has been issued giving interested persons until April 8, 2003, to request a hearing on an application filed by The Timothy Plan (Trust) and Timothy Partners, Ltd. (TPL) for an order under Section 6(c) of the Investment Company Act to permit shares of the Trust's series that are designed to fund insurance products (Variable Series) and the series of any other investment company that is designed to fund insurance products and for which TPL or its affiliates may serve as investment adviser, investment sub-adviser, administrator, principal underwriter or sponsor (Future Variable Series) to be sold to and held by variable annuity and variable life insurance separate accounts when the following other types of investors also hold shares of the Variable Series or a Future Variable Series: (1) a variable life insurance account (VLI Account) of a life insurance company that is not an affiliated person of the insurance company depositor of any VLI Account, (2) TPL (representing seed money investments in the Variable Series or Future Variable Series), (3) a life insurance company separate account (VA Account) supporting variable annuity contracts, whether or not the insurance company depositor of any such VA Account is an affiliated person of the insurance company depositor of any VLI Account, and/or (4) a qualified pension or retirement plan. (Rel. IC-25962 - March 14) HOLDING COMPANY ACT RELEASES MISSISSIPPI POWER COMPANY A notice has been issued giving interested persons until April 8, 2003, to request a hearing on a proposal by Mississippi Power Company (Mississippi), an electric utility wholly owned subsidiary of The Southern Company, a registered holding company under the Act, to issue and sell from time-to-time, prior to March 31, 2006, (Authorization Period), obligations in connection with the issuance and sale of one or more series of pollution control revenue bonds in an aggregate principal amount up to $75 million. Mississippi also proposes to issue during the Authorization Period one or more series of: senior debentures, senior promissory notes or other senior debt instruments; first mortgage bonds; and preferred stock in an aggregate amount up to $475 million in any combination of issuance. (Rel. 35-27658) SELF-REGULATORY ORGANIZATIONS APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change submitted by the Cincinnati Stock Exchange (SR-CSE-2003-01) amending its Market Data Revenue Sharing Program for Tape B Securities. Publication of the order is expected in the Federal Register during the week of March 17. (Rel. 34-47471) PROPOSED RULE CHANGE The American Stock Exchange filed a proposed rule change (SR-Amex-2002- 108) to amend Amex Rule 152 to provide that a member that fails to execute an order may be compelled to take or supply the securities named in the order. Publication of the proposal is expected in the Federal Register during the week of March 17. (Rel. 34-47493) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the National Association of Securities Dealers to extend for one month the pilot period for Nasdaq PostData and the associated fees assessed under NASD Rule 7010(s) (SR-NASD-2003-35) has become effective under Section 19(b)(3)(A) of the Securities Exchange Act of 1934. Publication of the proposal is expected in the Federal Register during the week of March 17. (Rel. 34-47503) 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 AIR PRODUCTS & CHEMICALS INC /DE/, 7201 HAMILTON BLVD, ALLENTOWN, PA, 18195-1501, 6104814911 - 0 ($211,654,923.00) Equity, (File 333-103809 - Mar. 14) (BR. 02) S-8 APO HEALTH INC /NV/, 3590 OCEANSIDE ROAD, -, OCEANSIDE, NY, 11572, 8003652839 - 2,750,000 ($110,000.00) Equity, (File 333-103810 - Mar. 14) (BR. 01) S-8 ACE COMM CORP, 704 QUINCE ORCHARD RD, GAITHERBURG, MD, 20878, 3012589850 - 0 ($220,800.00) Equity, (File 333-103811 - Mar. 14) (BR. 37) S-3 IDAHO POWER CO, 1221 W IDAHO ST, PO BOX 70, BOISE, ID, 83702, 2083882200 - 0 ($300,000,000.00) Non-Convertible Debt, (File 333-103812 - Mar. 14) (BR. 02) SB-2 IBIZ TECHNOLOGY CORP, 1919 WEST LONE CACTUS, PHOENIX, AZ, 85201, 6239200 - 874,565,216 ($2,186,413.00) Equity, (File 333-103813 - Mar. 14) (BR. 03) N-2 CORPORATE HIGH YIELD VI, C/O MERRILL LYNCH ASSET MANAGEMENT, 800 SCUDDERS MILL ROAD, PLAINSBORO, NJ, 08536, 6092822116 - 66,667 ($1,000,005.00) Equity, (File 333-103814 - Mar. 14) (BR. 17) S-8 TOTAL FINA ELF SA, 2 PLACE DE LA COUPOLE, LA DEFENSE 92078, PARIS FRANCE, I0, 00000, 2129693300 - 0 ($72,512,935.00) Equity, (File 333-103815 - Mar. 14) (BR. 04) S-3 CHELSEA PROPERTY GROUP INC, 103 EISENHOWER PKWY, ROSELAND, NJ, 07068, 2012286111 - 1,002,005 ($36,322,682.00) Equity, (File 333-103816 - Mar. 14) (BR. 08) S-8 COMPEX TECHNOLOGIES INC, 1811 OLD HIGHWAY 8, NEW BRIGHTON, MN, 55112, 6126310590 - 0 ($526,000.00) Equity, (File 333-103817 - Mar. 14) (BR. 36) S-8 AMEREN CORP, 1901 CHOUTEAU AVE, MC 1370, ST LOUIS, MO, 63166-6149, 431723446 - 1,000,000 ($39,250,000.00) Equity, (File 333-103818 - Mar. 14) (BR. 02) S-8 SMART & FINAL INC/DE, 600 CITADEL DRIVE, CITY OF COMMERCE, CA, 90040, 3238697500 - 3,038,500 ($12,544,115.00) Equity, (File 333-103819 - Mar. 14) (BR. 04) S-3 ISTA PHARMACEUTICALS INC, 15279 ALTON PARKWAY 100, IRVINE, CA, 92618, 9497886000 - 0 ($73,010,403.00) Equity, (File 333-103820 - Mar. 14) (BR. 01) S-3 CWMBS INC, 4500 PARK GRANADA, CALABASAS, CA, 91302, 8183045591 - 20,000,000,000 ($20,000,000,000.00) Mortgage Backed Securities, (File 333-103821 - Mar. 14) (BR. 05) S-8 POWER TECHNOLOGY INC/CN, 1000 W BONANZA RD, 604-925-0716, LAS VEGAS, NV, 89106, 7023823385 - 0 ($600,000.00) Equity, (File 333-103822 - Mar. 14) (BR. 09) S-4 CHARTER ONE FINANCIAL INC, 1215 SUPERIOR AVE, CLEVELAND, OH, 44114, 2165665300 - 3,200,000 ($55,513,290.00) Equity, (File 333-103823 - Mar. 14) (BR. 07) N-2 CALAMOS CONVERTIBLE & HIGH INCOME FUND, 1111 E. VARRENVILLE RD, C/O CALAMOS INVESTSMENTS, NAPERVILLE, IL, 60563, 8003239943 - 0 ($15,000.00) Equity, (File 333-103824 - Mar. 14) (BR. 17) S-8 HELEN OF TROY LTD, CLARENDON HOUSE, CHURCH STREET, HAMILTON BERMUDA, D0, -, 915-225-8000 - 0 ($6,045,000.00) Equity, (File 333-103825 - Mar. 14) (BR. 02) S-8 AXEDA SYSTEMS INC, 277 GREAT VALLEY PARKWAY, MALVERN, PA, 19355, 8007000362 - 1,100,000 ($506,000.00) Equity, (File 333-103826 - Mar. 14) (BR. 03) S-4 LYONDELL CHEMICAL CO, 1221 MCKINNEY ST, STE 700, HOUSTON, TX, 77010, 7136527200 - 0 ($337,000,000.00) Non-Convertible Debt, (File 333-103827 - Mar. 14) (BR. 02) S-8 EAGLE BROADBAND INC, 101 COURAGEOUS DR, LEAGUE CITY, TX, 77573, 2815386000 - 2,955,000 ($413,700.00) Other, (File 333-103829 - Mar. 14) (BR. 37) S-3 HOLLIS EDEN PHARMACEUTICALS INC /DE/, 4435 EASTGATE MALL, SUITE 400, SAN DIEGO, CA, 92121, 858-587-9333 - 3,420,721 ($18,095,614.09) Equity, (File 333-103831 - Mar. 14) (BR. 01) S-4 BB&T CORP, 200 WEST SECOND STREET, WINSTON-SALEM, NC, 27101, 3367332000 - 0 ($2,746,480,000.00) Equity, (File 333-103832 - Mar. 14) (BR. 07) S-3 ENERGY PARTNERS LTD, 201 ST CHARLES AVENUE, NEW ORLEANS, LA, 70170, 5045691875 - 0 ($80,500,000.00) Equity, (File 333-103833 - Mar. 14) (BR. 04) S-8 ARTISAN COMPONENTS INC, 141 CASPIAN COURT, SUNNYVALE, CA, 94089, 4087345600 - 0 ($81,651,759.00) Equity, (File 333-103834 - Mar. 14) (BR. 36) S-4 CENTRAL GARDEN & PET COMPANY, 3697 MT DIABLO BLVD SUITE 300, LAFAYETTE, CA, 94549, 9252834573 - 0 ($150,000,000.00) Non-Convertible Debt, (File 333-103835 - Mar. 14) (BR. 02) N-2 PIONEER MUNCIPAL HIGH INCOME TRUST, 60 STATE STREET, 19TH FLOOR, BOSTON, MA, 02109, 6174224960 - 66,667 ($1,000,005.00) Equity, (File 333-103836 - Mar. 14) (BR. ) S-3 ARTISAN COMPONENTS INC, 141 CASPIAN COURT, SUNNYVALE, CA, 94089, 4087345600 - 0 ($9,802,934.00) Equity, (File 333-103837 - Mar. 14) (BR. 36) S-8 BAKER HUGHES INC, 3900 ESSEX LANE, HOUSTON, TX, 77027, 7134398600 - 7,000,000 ($199,500,000.00) Equity, (File 333-103838 - Mar. 14) (BR. 04) S-8 BAKER HUGHES INC, 3900 ESSEX LANE, HOUSTON, TX, 77027, 7134398600 - 500,000 ($14,250,000.00) Equity, (File 333-103839 - Mar. 14) (BR. 04) S-3 EMERSON RADIO CORP, NINE ENTIN RD, PO BOX 430, PARSIPPANY, NJ, 07054-0430, 9738845800 - 0 ($34,202,979.10) Equity, (File 333-103840 - Mar. 14) (BR. 02) N-2 F&C/CLAYMORE PREFERRED SECURITIES INCOME FUND INC, 301 E COLORADO BLVD, SUITE 720, PASADENA, CA, 91101, 6267957300 - 0 ($1,000,000.00) Equity, (File 333-103841 - Mar. 14) (BR. 18) S-8 CORIO INC, 959 SKYWAY ROAD, STE 100, SAN CARLOS, CA, 94070, 650-232-3000 - 0 ($3,627,648.01) Equity, (File 333-103843 - Mar. 14) (BR. 03) S-8 MILLIPORE CORP /MA, 80 ASHBY RD, BEDFORD, MA, 01730, 7815336000 - 5,000,000 ($161,750,000.00) Equity, (File 333-103844 - Mar. 14) (BR. 36) S-8 HUB GROUP INC, 377 E BUTTERFIELD RD, STE 700, LOMBARD, IL, 60148, 7089645800 - 0 ($3,215,370.00) Equity, (File 333-103845 - Mar. 14) (BR. 05) S-8 ESTERLINE TECHNOLOGIES CORP, 10800 NE 8TH ST, STE 600, BELLEVUE, WA, 98004, 2064539400 - 750,000 ($11,212,500.00) Equity, (File 333-103846 - Mar. 14) (BR. 36) 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 ----------------------------------------------------------------------------------- ABFC ASSET BACKED CERTIFICATES SERIES DE X X 08/25/02 AMEND ABFC ASSET BACKED CERTIFICATES SERIES DE X X 09/25/02 AMEND ABFC ASSET BACKED CERTIFICATES SERIES DE X X 10/25/02 AMEND ABFC ASSET BACKED CERTIFICATES SERIES DE X X 11/25/02 AMEND ABFC ASSET BACKED CERTIFICATES SERIES DE X X 12/25/02 AMEND ABN AMRO MORT CORP MULTI CLASS MORT P DE X X 02/27/03 ABN AMRO MORT CORP MULTI CLASS MORT P DE X 02/27/03 ABN AMRO MORT CORP MULTI-CLASS MORT P DE X X 02/27/03 ABN AMRO MORT CORP MULTI-CLASS MORT P DE X 02/27/03 ADVANCED ACCESSORY SYSTEMS LLC DE X X 03/14/03 ALABAMA POWER CO AL X X 03/12/03 ALASKA AIR GROUP INC DE X 03/14/03 ALLETE INC MN X 03/10/03 ALLIANCE CAPITAL MANAGEMENT HOLDING L DE X X 03/13/03 ALLIANCE CAPITAL MANAGEMENT L P DE X X 03/13/03 ALLIED HEALTHCARE PRODUCTS INC DE X 03/13/03 AMEDISYS INC DE X X 03/13/03 AMERICAN ARCHITECTURAL PRODUCTS CORP DE X X 03/11/03 AMERICAN ELECTRIC POWER CO INC NY X X 03/14/03 AMERICAN MANAGEMENT SYSTEMS INC DE X X 03/11/03 AMERICAN NATURAL ENERGY CORP OK X 03/14/03 AMERUS GROUP CO/IA IA X 03/14/03 ANGELICA CORP /NEW/ MO X X 03/13/03 ANR PIPELINE CO DE X X 03/14/03 APARTMENT INVESTMENT & MANAGEMENT CO MD X X 03/14/03 ARMSTRONG WORLD INDUSTRIES INC PA X 03/14/03 ASSET BACKED FUNDING CORP DE X X 03/13/03 ASSET BACKED SECURITIES CORP DE X X 02/15/02 ASSET BACKED SECURITIES CORP DE X X 02/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 03/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 04/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 05/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 06/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 07/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 08/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 09/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 10/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 11/15/02 AMEND ASSET BACKED SECURITIES CORP DE X X 12/15/02 AMEND AUDIOVOX CORP DE X X 03/14/03 BA MORTGAGE SECURITIES INC MORT PASS DE X X 02/25/03 BA MORTGAGE SECURITIES INC MORT PASS DE X X 02/25/03 BALTEK CORP DE X X 03/11/02 BARRINGTON FOODS INTERNATIONAL INC CA X X 02/28/03 AMEND BECTON DICKINSON & CO NJ X X 03/14/03 BETHLEHEM STEEL CORP /DE/ DE X X 03/13/03 BIOGEN INC MA X X 03/14/03 BIOMARIN PHARMACEUTICAL INC DE X 03/31/03 BROWN FORMAN CORP DE X 03/13/03 C & F FINANCIAL CORP VA X 03/14/03 CADENCE DESIGN SYSTEMS INC DE X X 03/14/03 CATUITY INC DE X 03/14/03 CCC INFORMATION SERVICES GROUP INC DE X 03/10/03 CENTRAL EUROPEAN MEDIA ENTERPRISES LT X 03/14/03 CENTRAL NATURAL RESOURCES INC DE X 03/14/03 CHESAPEAKE ENERGY CORP OK X X 03/13/03 CHITTENDEN CORP /VT/ VT X X 02/28/03 CHUBB CORP NJ X X 03/14/03 CITIZENS BANKING CORP MI X X 03/14/03 CLAYTON HOMES INC DE X X 03/14/03 CLICKNSETTLE COM INC DE X 03/14/03 COACHMEN INDUSTRIES INC IN X 03/13/03 COMMUNITY BANCORP /VT VT X 03/14/03 COMMUNITY BANCSHARES INC /DE/ DE X 03/04/03 CONSOLIDATED GRAPHICS INC /TX/ TX X X 03/13/03 CORTS TRUST II FOR FORD NOTES DE X 03/12/03 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 03/14/03 CRIIMI MAE FINANCIAL CORP MD X 03/03/03 CRYO CELL INTERNATIONAL INC DE X X 03/11/03 CSFB MORTGAGE SEC CORP HOME EQ MORT P DE X 02/27/03 CWMBS INC DE X X 02/28/03 CWMBS INC DE X X 02/28/03 DAINE INDUSTRIES INC DE X X 03/14/03 DIAL CORP /NEW/ DE X X 03/13/03 DOLLAR GENERAL CORP TN X X 03/13/03 DONLAR CORP IL X X 03/14/03 EDO CORP NY X 03/13/03 EMCORE CORP NJ X 02/28/03 EMERGING MARKETS CORP DE X X 03/14/03 ENDOCARE INC DE X 03/07/03 ENGAGE INC DE X X 03/14/03 EXEGENICS INC DE X X 03/12/03 EXELON CORP PA X 03/14/03 EXELON CORP PA X 03/14/03 AMEND FAIRFIELD MANUFACTURING CO INC DE X 03/14/03 FARMER MAC MORTGAGE SECURITIES CORP DE X 03/25/03 FARMER MAC MORTGAGE SECURITIES CORP DE X 03/25/03 FARMER MAC MORTGAGE SECURITIES CORP DE X 03/25/03 FARMER MAC MORTGAGE SECURITIES CORP DE X 03/17/03 FINANCIAL INSTITUTIONS INC NY X X 03/14/03 FIRST HORIZON ASSET SECURITIES INC DE X X 02/28/03 FIRST HORIZON ASSET SECURITIES INC DE X X 02/28/03 FIRST HORIZON PHARMACEUTICAL CORP DE X X 03/05/03 FIRST M&F CORP/MS MS X X 03/13/03 FORD CREDIT AUTO RECEIVABLES TWO LLC DE X X 02/28/03 FORRESTER RESEARCH INC DE X X 02/28/03 FRESH CHOICE INC DE X X 03/12/03 GERBER SCIENTIFIC INC CT X 03/14/03 GEVITY HR FL X X 03/13/03 GILLETTE CO DE X X 03/13/03 GOLD BANC CORP INC KS X X 03/13/03 GREAT PLAINS ENERGY INC MO X 03/13/03 GS MORTGAGE SEC CORP MORT PASS THR CE DE X X 02/27/03 GS MORTGAGE SECURITIES CORP II DE X X 03/13/03 GS MORTGAGE SECURITIES CORP MORT PAS DE X X 03/14/03 GS MORTGAGE SECURITIES CORP MORT PASS DE X 02/28/03 HALLMARK FINANCIAL SERVICES INC NV X 03/10/03 HEALTH CARE REIT INC /DE/ DE X X 03/12/03 HEILIG MEYERS CO VA X 01/31/03 HEWLETT PACKARD CO DE X X 03/13/03 HIENERGY TECHNOLOGIES INC WA X 02/27/03 HILB ROGAL & HAMILTON CO /VA/ VA X 08/14/03 HOME PROPERTIES OF NEW YORK INC MD X X 03/12/03 HUFFY CORP OH X X 03/14/03 I A EUROPE GROUP INC DE X X X 03/04/03 IMAGING TECHNOLOGIES CORP/CA DE X X 03/14/03 IMPAC CMB TRUST COLLATERLIZED AB BOND DE X X X 02/27/03 IMPAC CMB TRUST COLLATERLIZED AB BOND DE X X 02/27/03 IMPATH INC DE X 03/14/03 IMX PHARMACEUTICALS INC UT X X X 03/01/03 INDIANA GAS CO INC IN X 12/31/02 INFOUSA INC DE X X 02/28/03 INGENUUS CORP DE X X 03/14/03 INNKEEPERS USA TRUST/FL MD X 03/14/03 INSPIRE PHARMACEUTICALS INC DE X X 03/13/03 INTEGRATED ELECTRICAL SERVICES INC DE X X 03/12/03 INTERACTIVE DATA CORP/MA/ DE X X 03/14/03 INTERNATIONAL AIRLINE SUPPORT GROUP I DE X 03/14/03 INTERNATIONAL LEASE FINANCE CORP CA X 03/14/03 INTERNATIONAL WIRELESS INC MD X X 03/13/03 INTERNATIONAL WIRELESS INC MD X 03/12/03 INTERPOOL INC DE X X 03/06/03 ISECURETRAC CORP DE X X 03/07/03 ISECURETRAC CORP DE X X 03/07/03 JANUS CAPITAL GROUP INC DE X X 03/13/03 JP MORGAN CHASE COMMERCIAL MORTGAGE S DE X X 03/12/03 KIMBALL INTERNATIONAL INC IN X 03/14/03 KNIGHT TRANSPORTATION INC AZ X X X 02/27/03 KOPIN CORP DE X X 03/14/03 L AIR HOLDING INC X X X X 09/30/02 L AIR HOLDING INC X X X 02/05/03 LANGER INC NY X 01/13/03 AMEND LEHMAN ABS CORP SEARS ROEBUCK ACCEP N DE X X 03/05/03 LOCH HARRIS INC NV X X 03/11/03 LYONDELL CHEMICAL CO DE X 03/11/03 MANTECH INTERNATIONAL CORP DE X X 02/28/03 MAXCOR FINANCIAL GROUP INC DE X X 03/14/03 MAXUS REALTY TRUST INC MO X X 03/14/03 MAXWORLDWIDE INC DE X X 03/12/03 MCMORAN EXPLORATION CO /DE/ DE X 03/13/03 MED-DESIGN CORP DE X X 03/14/03 MERRILL LYNCH DEPOSITOR INC PPLUS TRU DE X X 03/13/03 METRIS RECEIVABLES INC DE X 02/28/03 METRIS RECEIVABLES INC DE X 02/28/03 MIDDLEBY CORP DE X X 03/06/03 MIDDLEBY CORP DE X X 03/13/03 MIDWEST EXPRESS HOLDINGS INC WI X X 03/14/03 MIKOHN GAMING CORP NV X 03/14/03 MKTG SERVICES INC NV X X 03/14/03 MORGAN STANLEY ABS CAP I INC MRT PSS DE X X 03/13/03 MOTIENT CORP DE X 03/11/03 NASH FINCH CO DE X X 03/11/03 NATCO GROUP INC DE X X 03/14/03 NETWORK USA INC NV X X 03/12/03 NEW CENTURY HOME EQUITY LOAN TRUST SE DE X X 06/25/02 AMEND NEW CENTURY HOME EQUITY LOAN TRUST SE DE X X 07/25/02 AMEND NEW CENTURY HOME EQUITY LOAN TRUST SE DE X X 08/25/02 AMEND NEW CENTURY HOME EQUITY LOAN TRUST SE DE X X 09/25/02 AMEND NEW CENTURY HOME EQUITY LOAN TRUST SE DE X X 10/25/02 AMEND NEW CENTURY HOME EQUITY LOAN TRUST SE DE X X 11/25/02 AMEND NEW CENTURY HOME EQUITY LOAN TRUST SE DE X X 12/25/02 AMEND NOBLE CORP X X 03/14/03 NORTHWESTERN CORP DE X 03/14/03 NOVASTAR MORTGAGE FUNDING CORP HOME E NY X X 02/27/03 NUI CORP /NJ/ NJ X 03/14/03 NYMAGIC INC NY X X 03/13/03 OCEAN BIO CHEM INC FL X 03/14/03 OCWEN FINANCIAL CORP FL X X 03/12/03 OHANA ENTERPRISES DE X 03/13/03 OIL DRI CORPORATION OF AMERICA DE X 01/31/03 P COM INC DE X X 03/07/03 PAM TRANSPORTATION SERVICES INC DE X X 03/13/03 PANAMERICAN BANCORP DE X 03/07/03 PETROLEUM DEVELOPMENT CORP NV X 03/13/03 PROGRESSIVE CORP/OH/ OH X 03/14/03 PROTECTION ONE INC DE X X 03/11/03 PRUDENTIAL FINANCIAL INC NJ X 03/14/03 PSS INC DE X 02/28/03 PSYCHIATRIC SOLUTIONS INC DE X 03/13/03 PUBLIC STORAGE INC /CA CA X X 03/13/03 QUICKSILVER RESOURCES INC DE X 03/11/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/14/03 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE X X 03/14/03 RESIDENTIAL FUNDING MORTGAGE SECURITI DE X X 03/14/03 RESOURCES ACCRUED MORTGAGE INVESTORS DE X 03/03/03 ROBBINS & MYERS INC OH X 03/14/03 SABRE HOLDINGS CORP DE X 03/14/03 SALOMON BROTHERS MORTGAGE SECURITIES DE X X 03/14/03 SELECT MEDICAL CORP DE X X 03/14/03 SENIOR SUBORDINATE PASS THROUGH CERT TN X 02/25/03 SHAW GROUP INC LA X 02/28/03 SHEFFIELD PHARMACEUTICALS INC DE X X 03/14/03 SHOPKO STORES INC WI X X 03/13/03 SIERRA HEALTH SERVICES INC NV X 03/14/03 SMART & FINAL INC/DE DE X 03/14/03 SOUTHERN INDIANA GAS & ELECTRIC CO IN X 12/31/02 SOUTHERN NATURAL GAS CO DE X X 03/14/03 SOUTHERN UNION CO DE X 03/13/03 SPEAR & JACKSON INC X 09/06/02 AMEND SPIEGEL INC DE X 03/14/03 STAGE STORES INC NV X X 03/14/03 STRATEGIC SOLUTIONS GROUP INC DE X X 03/13/03 STRAYER EDUCATION INC MD X X 03/14/03 STRUCTURED ASSET SEC CORP MORT PASS T DE X 02/28/03 STRUCTURED ASSET SECURITIES CORP DE X 02/28/03 STRUCTURED PRODUCTS CORP DE X X 03/11/03 STRYKER CORP MI X X 03/14/03 SUREWEST COMMUNICATIONS CA X X 03/13/03 SYSCOMM INTERNATIONAL CORP DE X 02/28/03 TERAYON COMMUNICATION SYSTEMS DE X X 03/12/03 TERRA INDUSTRIES INC MD X X 03/13/03 TERRA NITROGEN CO L P /DE DE X X 03/13/03 TEXAS REGIONAL BANCSHARES INC TX X X 03/14/03 TEXXON INC OK X X 03/07/03 TSI TELECOMMUNICATION SERVICES INC DE X 03/14/03 TTR TECHNOLOGIES INC DE X X 03/14/03 UNIONBANCAL CORP CA X 08/14/03 UNITED BANCSHARES INC/OH OH X 03/14/03 UNITED PAN EUROPE COMMUNICATIONS NV X X 03/12/03 UNITEDGLOBALCOM INC DE X X 03/13/03 VALERO L P DE X X 03/10/03 VALERO L P DE X X 03/10/03 VECTREN CORP IN X 12/31/02 VECTREN UTILITY HOLDINGS INC IN X 12/31/02 VENUS EXPLORATION INC DE X 02/27/03 VERIZON COMMUNICATIONS INC DE X 03/14/03 VIALINK CO DE X 03/13/03 VISION BANCSHARES INC AL X X 03/10/03 WAYPOINT FINANCIAL CORP PA X X 03/13/03 WEBCO INDUSTRIES INC OK X 03/14/03 WEBMD CORP /NEW/ DE X X X 03/13/03 WESTFIELD FINANCIAL INC MA X X 03/05/03 WFS RECEIVABLES CORP 3 CA X X 02/27/03 WINSTON HOTELS INC NC X 03/14/03 WOLVERINE WORLD WIDE INC /DE/ MI X X 03/14/03 WORLDCOM INC GA X X 03/13/03 ZOLTEK COMPANIES INC DE X X 03/10/03