SEC NEWS DIGEST Issue 2003-221 November 20, 2003 COMMISSION ANNOUNCEMENTS SEC ADOPTS RULES ON DISCLOSURE OF NOMINATING COMMITTEE FUNCTIONS AND COMMUNICATIONS BETWEEN SECURITY HOLDERS AND BOARDS OF DIRECTORS At an open meeting on November 19, the Commission adopted rules that will improve disclosure to investors regarding the nominating committee processes of public companies and the ways by which security holders may communicate with directors at the companies in which they invest. These rules implement recommendations made by the Division of Corporation Finance to the Commission in its July 15 Staff Report: Review of the Proxy Process Regarding the Nomination and Election of Directors. The disclosure requirements adopted today will enhance significantly the transparency of the nominations and communications processes of public companies and are the next step in the implementation of the recommendations in the Staff Report. The Commission has solicited public comment on other rule proposals that would implement recommendations in the Staff Report regarding the inclusion of disclosure of security holder nominees in company proxy materials. The new disclosure standards require companies to disclose important additional information regarding a company's process of nominating directors, including: * whether a company has a separate nominating committee and, if not, the reasons why it does not and who determines nominees for director; * whether members of the nominating committee satisfy independence requirements; * a company's process for identifying and evaluating candidates to be nominated as directors; * whether a company pays any third party a fee to assist in the process or identifying and evaluating candidates; * minimum qualifications and standards that a company seeks for director nominees; * whether a company considers candidates for director nominees put forward by shareholders and, if so, its process for considering such candidates; and * whether a company has rejected candidates put forward by large, long- term security holders or groups of security holders. The new disclosure standards also require companies to disclose significant, new information regarding shareholder communications with directors, including: * whether a company has a process for communications by shareholders to directors and, if not, the reasons why it does not; * the procedures for communications by shareholders with directors; * whether such communications are screened and, if so, by what process; and * the company's policy regarding director attendance at annual meetings and the number of directors that attended the prior year's annual meeting. Chairman William Donaldson said, "The Commission today continued its efforts to improve the proxy process as it relates to the nomination and election of directors. The disclosure required by these new rules will improve the transparency of the director nomination process and means by which shareholders can work with directors at their companies. This transparency will lead to improved shareholder understanding of these processes." The rules adopted today are expected to be available on the Commission's website within the next few days and will apply to proxy and information statements first sent or given to security holders on or after the date that is 30 days after their publication in the Federal Register. (Press Rel. 2003-160) MIDWEST REGIONAL DIRECTOR MARY KEEFE TO LEAVE SEC Mary E. Keefe, Regional Director of the Securities and Exchange Commission's Midwest Regional Office, announced today that she will leave the Commission in December to become Associate General Counsel and Head of Global Compliance of Citadel Investment Group, L.L.C. Ms. Keefe, 53, became Regional Director in July of 1994. In that role, she has been responsible for the agency's enforcement and examination programs in nine Midwest states. Prior to her appointment as Regional Director, she served the Commission in several management positions of increasing importance in the Midwest Regional Office including Associate Director for Regulation and Associate Director for Enforcement. Ms. Keefe came to the Midwest Regional Office as an enforcement staff attorney in 1982 after three years at a Chicago law firm that specialized in securities law. Under her leadership, the Midwest Regional Office recently filed several notable enforcement actions including a case against Spiegel, Inc. for failing to file a number of required periodic reports in an alleged attempt to hide an auditor's going-concern letter; a financial fraud case against senior officers of Anicom, Inc.; and a case against the Chicago Stock Exchange for failing to enforce certain of its trading rules as to its members. Under her direction, Ms. Keefe's staff has brought a number of enforcement actions against securities firms including Piper Capital Management and PaineWebber; a series of insider trading cases including an action against George Kline and his affiliates in Minneapolis; and a prime bank offering fraud case involving John Lauer, risk manager for the defined benefit plan of the Chicago Housing Authority. The Midwest Office also has maintained an aggressive and effective examination program that has resulted in several important referrals to the Region's enforcement staff. SEC Chairman William Donaldson said, "We owe Mary a debt of gratitude for twenty-one years of dedication and service to the Commission. I know that Commission staff and my fellow Commissioners join me in wishing her well in all of her future endeavors." SEC Enforcement Division Director Stephen Cutler stated, "Mary has played a critical role in the success of the Midwest Regional Office over her entire career with the Commission. Under her leadership and guidance, the Midwest Office has developed a strong management team and established outstanding programs in the enforcement and examination areas. Her wise counsel has been of significant benefit to the SEC and to its senior staff, including myself. I will miss her personally as well as professionally." In announcing her plans to leave the Commission, Ms. Keefe said, "It has been my privilege and pleasure to serve the investing public in my 21 years at the SEC, an agency unparalleled in government in its commitment to the public. The Commission is comprised of extremely talented individuals who perform at the highest levels of professionalism to accomplish the SEC's mission of protecting investors. I am grateful to the many colleagues I leave behind for all of the support they have given me. In particular, I thank the devoted staff of the Midwest Regional Office. I will always be proud of my tenure at the Midwest Office of the Commission." In 1997, Ms. Keefe was the recipient of the Meritorious Executive Award, a Presidential Rank Award for Senior Government Executives. Also in 1997, she received the Distinguished Service Award, the Commission's highest award. In 1991, Ms. Keefe received both the Chairman's Award for Excellence and the Supervisory Excellence Award. She is a graduate of Northern Illinois University and received her J.D. from De Paul University College of Law. (Press Rel. 2003-162) CHANGE IN THE MEETING: ADDITIONAL ITEM The following item was added to the closed meeting held on Wednesday, November 19, at 3:00 p.m.: Institution of injunctive action. At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact the Office of the Secretary at (202) 942-7070. ENFORCEMENT PROCEEDINGS COMMISSION SANCTIONS MINISTER FOR ORCHESTRATING $4 MILLION PONZI SCHEME On November 19, the Commission issued an Order Instituting Administrative Proceedings Pursuant to Section 203(f) of the Investment Advisers Act of 1940, Making Findings, and Imposing Remedial Sanctions against Sherman S. Smith. The Order finds that the U.S. District Court for the Northern District of California permanently enjoined Smith from future violations of the registration and antifraud provisions of the federal securities laws, specifically Sections 5(a), 5(c), and 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 206(1) and 206(2) of the Investment Advisers Act of 1940. The Commission's complaint in the civil action alleged that, from January 1998 through January 2001, Smith targeted religious individuals, whom he had met through his work as a pastor and investment adviser, to raise approximately $4 million through the unregistered and fraudulent sale of Donne Corporation's stock. Smith and others raised the $4 million, the Commission's complaint alleged, by making false and misleading statements about Donne's financial status, projected earnings and investment returns, and use of investor funds. Additionally, the complaint alleged that some Donne investors were promised and paid a guaranteed return of 12% per year on their investment. The source of these returns, unbeknownst to investors, was other investor money received from new sales of Donne stock. Investor proceeds, the complaint alleged, were also used to pay for unrelated expenses, including the construction of Smith's Kentucky home, the purchase of several cars, and the production of a movie. Based on the above, the Order bars Sherman S. Smith from association with any investment adviser. Smith consented to the issuance of the Order without admitting or denying the Commission's findings. In a related criminal action, Smith pled guilty in the U.S. District Court for the Northern District of California on June 7, 2003, to one count of securities fraud relating to the Ponzi scheme. Smith is scheduled to be sentenced on Dec. 5, 2003. (Rel. IA-2193; File No. 3- 11340) FOUNDERS OF PBHG FUNDS AND PILGRIM BAXTER & ASSOCIATES CHARGED WITH FRAUD IN CONNECTION WITH MARKET TIMING OF PBHG FUNDS The Commission announced that on November 20 it filed a civil injunctive action in the United States District Court for the Eastern District of Pennsylvania against Gary L. Pilgrim, of Malvern, PA, Harold J. Baxter, of Berwyn, PA and Pilgrim Baxter & Associates, Ltd. (Pilgrim Baxter), a registered investment adviser headquartered in Wayne, PA, charging them with fraud and breach of fiduciary duty in connection with market timing of the PBHG Funds. Pilgrim was the President, Chief Investment Office and Director of Pilgrim Baxter & Associates, and the President of the PBHG Funds. Baxter was the CEO and Chairman of Pilgrim Baxter & Associates, and the Chairman and trustee of the PBHG Funds and the PBHG Insurance Series Fund. Both Pilgrim and Baxter resigned from each of these positions on Nov. 13, 2003. The Commission's action is being brought contemporaneously with an action in New York State Supreme Court by the New York Attorney General, with whom the Commission has coordinated its efforts in this matter. The Commission's complaint alleges that Pilgrim had a substantial interest in a hedge fund, Appalachian Trails, whose trading strategy involved rapid trading of mutual fund shares. In March 2000, with the approval of both Pilgrim and Baxter, Appalachian began market timing several PBHG funds including the PBHG Growth Fund, whose portfolio was managed by Pilgrim. Neither Pilgrim nor Baxter disclosed to the Board of Pilgrim Baxter & Associates, the Board of Trustees of the funds, or fund shareholders, that Pilgrim had an extensive financial interest in Appalachian and that Appalachian had been permitted to implement its trading strategy in PBHG funds. The complaint alleges that over the next 20 months, Appalachian engaged in approximately 120 short-term exchange transactions from PBHG mutual funds into its cash management fund, far in excess of the limit of four such exchanges per year set forth in PBHG's prospectuses. In 2000 and 2001, Appalachian profited by more than $13 million from its trading, $3.9 million of which was Pilgrim's share. In addition, the Commission alleges that Baxter provided non-public PBHG Fund portfolio information to a close friend in the brokerage business, who was president of Wall Street Discount Corporation, a registered broker-dealer. The friend then passed this information to Wall Street Discount customers who used the portfolio information to market time the PBHG funds and to exercise hedging strategies through other financial and brokerage institutions. According to the Commission's complaint, the impact of excessive short- term trading on a portfolio manager's ability to effectively manage the assets of the funds was known within the organization, as was the fact that the four exchange limitation was in the best interests of shareholders. Nevertheless, Pilgrim Baxter & Associates permitted numerous PBHG Fund investors to engage in short-term trading without enforcement of the four exchange limitation. "Market-timing" assets in the PBHG funds peaked at approximately $600 million. In July 2001, Pilgrim Baxter & Associates and the PBHG Funds involuntarily redeemed the shares of all identified market timers except for Appalachian and Wall Street Discount, who were permitted to continue their trading through the end of 2001. The complaint charges that Pilgrim, Baxter and Pilgrim Baxter & Associates violated Section 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 206(1) and 206(2) of the Investment Advisers Act of 1940 (Advisers Act). The complaint also charges Pilgrim Baxter & Associates with violating Section 204A of the Advisers Act, and Baxter with aiding and abetting those violations. The complaint seeks permanent injunctive relief, disgorgement, prejudgment interest and civil penalties, and also seeks that Pilgrim and Baxter be permanently enjoined from acting in certain enumerated positions with an investment company pursuant to Section 36(a) of the Investment Company Act of 1940. [SEC v. Gary L. Pilgrim, Harold J. Baxter and Pilgrim Baxter & Associates, Ltd., USDC, EDPA., Civil Action No. 03-CV-6341] (LR-18474; Press Rel. 2003-161) SEC SUES BRYAN HAWES FOR DEFRAUDING INVESTORS; HAWES CONSENTS TO PRELIMINARY INJUNCTION FREEZING ASSETS On November 20, the Commission filed an enforcement action in the U.S. District Court for the Western District of Pennsylvania against Bryan James Hawes, a financial planner and investment adviser, and two of his companies, Financial Management Advisory Services, Inc. (FMAS) and Financial Management Services, Inc. (FMS). The Commission's complaint alleges that Hawes, by an egregious abuse of trust and fraudulent dealings, misappropriated at least $1.2 million from investors whose assets he purported to manage. The Commission also named Hawes' business, Alpha & Omega Transportation, Inc. (Alpha & Omega), as a relief defendant. The Commission has also filed a proposed Order that Hawes and the other defendants have consented to, which will, among other things, preliminarily enjoin them from future violations of the antifraud provisions of the federal securities laws, freeze the defendants' assets, and prohibit any destruction of documents. The Commission's complaint alleges that Hawes stole from people he had known for many years, including his own elderly parents. As alleged in the complaint, Hawes conducted his fraudulent schemes through two businesses he created: FMS, an insurance business, and FMAS, an investment adviser business. In one scheme, the complaint alleges, Hawes, through FMS, falsely told certain investors that he had purchased, as they had directed, annuity policies as investment vehicles. The complaint further alleges that, in fact, for some investors, Hawes never bought the policies but rather took the policy "premium" for himself. For other investors, the complaint alleges that Hawes initially purchased the annuities but later liquidated them without the clients' knowledge or authorization, keeping the proceeds for himself. Additionally, in a separate alleged scheme, Hawes, through FMAS, charged exorbitant and unauthorized management fees to investors who believed he was managing their assets. Hawes then hid his fraud from these investors by sending false account statements to the investors showing inflated balances and omitting the unauthorized fee deductions. The Commission's complaint seeks the following permanent relief: (i) permanent injunctions against future violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and Sections 206(1) and (2) of the Investment Advisers Act of 1940; (ii) disgorgement and prejudgment interest (including as to relief defendant Alpha & Omega); and (iii) the imposition of civil money penalties. The Commission thanks the U.S. Attorney's Office for the Western District of Pennsylvania, the Federal Bureau of Investigation, and the Pennsylvania Securities Commission, Division of Enforcement, Litigation & Compliance for their cooperation and assistance in this matter. [SEC v. Bryan James Hawes, Financial Management Advisory Services, Inc., and Financial Management Services, Inc., (Defendants) and Alpha & Omega Transportation, Inc., (Relief Defendant), Civ. Action No. 03-1786 (W.D. PA.)] (LR-18475) INVESTMENT COMPANY ACT RELEASES AIG SUNAMERICA LIFE ASSURANCE COMPANY, ET AL. A notice has been issued giving interested persons until Dec. 12, 2003, to request a hearing on an application filed by AIG SunAmerica Life Assurance Company and Variable Separate Account of AIG SunAmerica Life Assurance Company (collectively Applicants). The Applicants seek an order pursuant to Section 26(c) of the Investment Company Act approving the substitution of shares of the Growth Series, International Series, Growth-Income Series, Asset Allocation Series, High-Yield Bond Series, U.S. Government/AAA Rated Securities Series and Cash Management Series, each a series of the Anchor Pathway Fund, for Class 3 shares of the Growth Fund, International Fund, Growth-Income Fund, Asset Allocation Fund, High-Income Bond Fund, U.S. Government/AAA-Rated Securities Fund and Cash Management Fund, each a series of the American Funds Insurance Series. In addition, the Applicants request an order pursuant to Section 17(b) of the Act to permit certain in-kind transactions in connection with the proposed substitution. (Rel. IC-26257 - November 18) HOLDING COMPANY ACT RELEASES PEPCO HOLDINGS, INC. An order has been issued authorizing Pepco Holdings, Inc., a registered holding company, to participate in a reforestation joint venture. (Rel. 35-27764) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF A PROPOSED RULE CHANGE The Depository Trust and Company filed a proposed rule change (SR-DTC - 2003-13), which was effective upon filing, to terminate DTC's Data Link for Intermediaries (DALI) tax reporting service. Publication of the proposal is expected in the Federal Register during the week of November 17. (Rel. 34-48773) PROPOSED RULE CHANGE The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE- 2003-49) relating to time periods within the membership process. Publication of the notice is expected in the Federal Register during the week of November 24. (Rel. 34-48797) APPROVAL OF PROPOSED RULE CHANGE The Commission approved the proposed rule change (SR-NASD-2001-85), and granted accelerated approval to Amendment Nos. 1 and 2 thereto, submitted by the National Association of Securities Dealers relating to affirmative determination requirements for short sale orders received by members from non-member broker-dealers. Publication is expected in the Federal Register during the week of November 24. (Rel. 34-48788) 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 INTERWOVEN INC, C/O INTERWOVEN INC., 803 11TH AVENUE, SUNNYVALE, CA, 94089, 4087742000 - 0 ($29,397,984.00) Equity, (File 333-110586 - Nov. 19) (BR. 03) S-8 THOMASVILLE BANCSHARES INC, P O BOX 1999, THOMASVILLE, GA, 31799-1999, 9122281459 - 10,000 ($230,000.00) Equity, (File 333-110587 - Nov. 19) (BR. 07) S-8 CSX CORP, 500 WATER STREET, 15TH FLOOR, JACKSONVILLE, FL, 32202, 9043593200 - 0 ($768,315.00) Equity, 0 ($30,000,000.00) Other, (File 333-110589 - Nov. 19) (BR. 05) S-8 WITS BASIN PRECIOUS MINERALS INC, (612)664-0570 - 3,000,000 ($4,125,000.00) Equity, (File 333-110590 - Nov. 19) (BR. 02) S-8 ADVANCED PLANT PHARMACEUTICALS INC, 43 W 33RD STREET, NEW YORK, NY, 10001, 2124027878 - 19,000,000 ($627,000.00) Equity, (File 333-110591 - Nov. 19) (BR. 04) S-8 SPARTAN STORES INC, 850 76TH ST SW, P O BOX 8700, GRAND RAPIDS, MI, 49518, 6168782000 - 500,000 ($2,030,000.00) Equity, (File 333-110593 - Nov. 19) (BR. 04) S-B UNITED MEXICAN STATES, 5,000,000,000 ($5,000,000,000.00) Debt Convertible into Equity, (File 333-110594 - Nov. 19) (BR. DN) S-3 LATTICE SEMICONDUCTOR CORP, 5555 NE MOORE COURT, HILLSBORO, OR, 97124-6421, 5032688000 - 0 ($2,014,788.85) Equity, (File 333-110595 - Nov. 19) (BR. 36) SB-2 ROANOKE TECHNOLOGY CORP, 539 BECKER DRIVE, ROANOKE RAPIDS, NC, 27870, 2525379222 - 726,562,962 ($3,342,190.00) Equity, (File 333-110596 - Nov. 19) (BR. 08) S-4 GRAPHIC PACKAGING INTERNATIONAL INC, 814 LIVINGSTON, COURT, MARIETTA, GA, 30067, 7706443000 - 0 ($850,000,000.00) Other, (File 333-110597 - Nov. 19) (BR. 04) S-3 OXFORD INDUSTRIES INC, 222 PIEDMONT AVE NE, ATLANTA, GA, 30308, 4046592424 - 388,200 ($25,108,776.00) Equity, (File 333-110598 - Nov. 19) (BR. 02) S-3 AEROFLEX INC, 35 S SERVICE RD, PLAINVIEW, NY, 11803, 5166946700 - 0 ($5,085,765.63) Equity, (File 333-110599 - Nov. 19) (BR. 36) S-4 WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP, 1001 AIR BRAKE AVE, WILMERDING, PA, 15148, 4128251000 - 0 ($150,000,000.00) Equity, (File 333-110600 - Nov. 19) (BR. 05) S-3 ROWAN COMPANIES INC, 2800 POST OAK BLVD., SUITE 5450, HOUSTON, TX, 77056-6127, 7136217800 - 0 ($500,000,000.00) Unallocated (Universal) Shelf, (File 333-110601 - Nov. 19) (BR. 04) S-8 NASDAQ STOCK MARKET INC, ONE LIBERTY PLAZA, NEW YORK, NY, 10006, 2128584750 - 0 ($40,950,000.00) Equity, (File 333-110602 - Nov. 19) (BR. 07) S-3 SIRNA THERAPEUTICS INC, 2950 WILDERNESS PLACE, BOULDER, CO, 80301, 3034496500 - 28,170 ($176,062.50) Equity, (File 333-110603 - Nov. 19) (BR. 01) S-3 ENTREMED INC, 9640 MEDICAL CNTR DR, STE 200, ROCKVILLE, MD, 20850, 3012179858 - 0 ($23,968,878.00) Equity, (File 333-110604 - Nov. 19) (BR. 01) S-3 REGEN BIOLOGICS INC, 7038471400 - 0 ($41,083,997.57) Equity, (File 333-110605 - Nov. 19) (BR. 36) S-8 REGEN BIOLOGICS INC, 7038471400 - 0 ($302,500.00) Equity, (File 333-110606 - Nov. 19) (BR. 36) S-8 REGEN BIOLOGICS INC, 7038471400 - 0 ($4,541,627.31) Equity, (File 333-110607 - Nov. 19) (BR. 36) S-8 REGEN BIOLOGICS INC, 7038471400 - 0 ($1,730,300.00) Equity, (File 333-110608 - Nov. 19) (BR. 36) S-1 GASCO ENERGY INC, 14 INVERNESS DRIVE EAST BLDG H, BLDG H SUITE 236, ENGLEWOOD, CO, 80112, 3037130047 - 9,235,503 ($6,649,562.00) Equity, (File 333-110609 - Nov. 19) (BR. 04) S-8 REGEN BIOLOGICS INC, 7038471400 - 0 ($9,265,345.10) Equity, (File 333-110610 - Nov. 19) (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. Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Item 12. Results of Operations and Financial Condition. 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 10 11 12 13 DATE COMMENT ------------------------------------------------------------------------------------------------ 3COM CORP DE X X 11/17/03 8X8 INC /DE/ DE X X 11/19/03 A C MOORE ARTS & CRAFTS INC PA X 11/14/03 ABLE LABORATORIES INC DE X X 11/17/03 ACTIONVIEW INTERNATIONAL INC NV X X X X X 11/18/03 AMEND ADAMS RESOURCES & ENERGY INC DE X X 11/19/03 ADEPT TECHNOLOGY INC CA X X 11/18/03 ADVA INTERNATIONAL INC DE X X 11/19/03 AEGIS ASSET BACKED SECURITIES CORP DE X 11/18/03 ALKERMES CLINICAL PARTNERS LP DE X 11/18/03 ALLOY INC DE X X 09/04/03 AMEND ALTERNATIVE RESOURCES CORP DE X X 11/14/03 AMB PROPERTY CORP MD X 11/14/03 AMEND AMB PROPERTY LP DE X 11/14/03 AMEND AMC ENTERTAINMENT INC DE X X 11/19/03 AMERICAN INSURED MORTGAGE INVESTORS L DE X 11/18/03 AMERICAN INSURED MORTGAGE INVESTORS L DE X 11/18/03 AMERICAN INSURED MORTGAGE INVESTORS S CA X 11/18/03 AMERICAN NATURAL ENERGY CORP OK X X 11/18/03 AMERIGAS PARTNERS LP DE X X 11/19/03 ANSOFT CORP PA X X 11/19/03 ARGENT SECURITIES INC ASSET BACK THRU X X 11/17/03 ARIAD PHARMACEUTICALS INC DE X X 11/19/03 ARIAD PHARMACEUTICALS INC DE X X 11/19/03 ARIES VENTURES INC NV X 11/14/03 ARRIS GROUP INC DE X 11/19/03 ARTISOFT INC DE X X 11/18/03 ATLANTIC COAST AIRLINES HOLDINGS INC DE X 11/18/03 AVOCENT CORP DE X X 11/19/03 BALLISTIC VENTURES INC DE X 11/14/03 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 11/18/03 BANC OF AMERICA COMMERCIAL MORTGAGE I DE X X 11/19/03 BB&T CORP NC X 09/30/03 BIG 5 SPORTING GOODS CORP DE X 11/17/03 BIODELIVERY SCIENCES INTERNATIONAL IN IN X X 11/19/03 BIORELIANCE CORP DE X X 11/19/03 BLUE COAT SYSTEMS INC DE X X 11/19/03 BLUE RIVER BANCSHARES INC IN X X 11/19/03 BNP RESIDENTIAL PROPERTIES INC MD X 11/17/03 BROADLEAF CAPITAL PARTNERS INC CO X 11/19/03 BROWN SHOE CO INC NY X 11/19/03 CARAUSTAR INDUSTRIES INC NC X 11/18/03 CATERPILLAR FINANCIAL FUNDING CORP NV X 10/31/03 CCSB FINANCIAL CORP X X 11/19/03 CERTIFIED SERVICES INC NV X X 11/19/03 CHANGE TECHNOLOGY PARTNERS INC DE X X 08/13/03 CHASE CREDIT CARD MASTER TRUST NY X X 11/17/03 CHASE CREDIT CARD MASTER TRUST NY X X 11/17/03 CHASE FUNDING INC NY X X 11/14/03 CHASE MANHATTAN BANK USA DE X X 11/17/03 CHASE MANHATTAN BANK USA DE X X 11/17/03 CHASE MANHATTAN MARINE OWNER TRUST 19 NY X X 11/17/03 CHASE MANHATTAN RV OWNER TRUST 1997-A DE X X 11/17/03 CHASE MORTGAGE FINANCE CORP DE X X 11/14/03 CHASE MORTGAGE FINANCE CORP DE X X 11/14/03 CHEESECAKE FACTORY INCORPORATED DE X 11/18/03 CHICOS FAS INC FL X 09/05/03 AMEND CITIZENS INC CO X X 11/13/03 CITIZENS INC CO X X 11/14/03 CNH CAPITAL RECEIVABLES INC DE X X 11/19/03 COGNITRONICS CORP NY X 11/04/03 COLDWATER CREEK INC DE X X 11/19/03 COMMERCESOUTH INC DE X 11/14/03 COMMERCIAL MORTGAGE PASS-THROUGH CERT DE X 11/01/03 COMMERCIAL MORTGAGE PASS-THROUGH CERT X 11/01/03 CONSECO INC DE X X 11/18/03 CORPORATE BOND BACKED CERT TR SER 199 DE X X 11/17/03 CORUS BANKSHARES INC MN X X 11/19/03 COST PLUS INC/CA/ CA X X 11/19/03 CROSS MEDIA MARKETING CORP DE X X 10/09/03 CROWN CASTLE INTERNATIONAL CORP DE X X 11/17/03 CROWN CASTLE INTERNATIONAL CORP DE X X 11/18/03 DAKTRONICS INC /SD/ SD X 11/01/03 DEUTSCHE ALT-A SECURITIES INC MORT LO X X 10/30/03 DIGITAL POWER CORP CA X X X 11/14/03 DIGITAL RECORDERS INC NC X 11/19/03 DRESS BARN INC CT X 10/25/03 DRESSER INC DE X X 11/18/03 DREXLER TECHNOLOGY CORP DE X X 11/13/03 DURATEK INC DE X 11/19/03 EASTGROUP PROPERTIES INC MD X X 08/18/03 EDISON MISSION ENERGY CA X 11/19/03 ENERGY WEST INC MT X X 11/18/03 ENRON CORP/OR/ OR X X 11/18/03 EON COMMUNICATIONS CORP DE X X 11/18/03 EQUISTAR CHEMICALS LP X X 11/18/03 EROOMSYSTEM TECHNOLOGIES INC NV X 09/30/03 EXMAILIT COM NV X 11/19/03 FAMOUS DAVES OF AMERICA INC MN X X 11/17/03 FIRST HORIZON ASSET SECURITIES INC DE X X 11/19/03 FIRST MONTAUK FINANCIAL CORP NJ X 11/19/03 FIRST NATIONAL FUNDING LLC NE X 11/17/03 FIRST NATIONAL FUNDING LLC NE X X 11/17/03 FIRST OTTAWA BANCSHARES INC DE X X 11/14/03 FLAG TELECOM GROUP LTD X 11/18/03 FLAMEMASTER CORP NV X 11/18/03 FLUSHING FINANCIAL CORP DE X X 11/19/03 FRONT PORCH DIGITAL INC NV X 11/19/03 FULTON FINANCIAL CORP PA X X 11/19/03 FX ENERGY INC NV X X 11/18/03 GAMESTOP CORP DE X X 11/19/03 GAVELLA CORP DE X 11/07/03 GE FINANCIAL ASSURANCES HOLDINGS INC DE X X 11/19/03 GE LIFE & ANNUITY ASSURANCE CO VA X X 11/19/03 GENERAL ELECTRIC CAPITAL CORP DE X X 11/19/03 GENERAL ELECTRIC CAPITAL SERVICES INC DE X X 11/19/03 GENERAL ELECTRIC CO NY X X 11/19/03 GEODYNE ENERGY INCOME LTD PARTNERSHIP OK X X 11/19/03 GEORESOURCES INC CO X 11/17/03 GEORGIA GULF CORP /DE/ DE X X 11/19/03 GILEAD SCIENCES INC DE X 11/10/03 GILMAN & CIOCIA INC DE X X 11/05/03 AMEND GLOBAL INDUSTRIES LTD LA X 11/19/03 GLOBAL LIFE SCIENCES INC X X 09/18/03 GOAMERICA INC DE X X 11/13/03 GOLDEN SAND ECO-PROTECTION INC FL X 06/30/03 HALSEY DRUG CO INC/NEW NY X X 11/19/03 HANOVER DIRECT INC DE X X 11/18/03 HARLEYSVILLE NATIONAL CORP PA X 11/17/03 HASTINGS MANUFACTURING CO MI X X 11/19/03 HECTOR COMMUNICATIONS CORP MN X X 11/18/03 HELMERICH & PAYNE INC DE X 11/19/03 HEWLETT PACKARD CO DE X X 11/19/03 HOLLY CORP DE X X 11/19/03 HOT TOPIC INC /CA/ CA X 11/19/03 HOUSEHOLD AUTO RECEIVABLES CORP NV X X 11/18/03 HYPERCOM CORP DE X 11/16/03 IMH ASSETS CORP IMPAC CMB TRUST SERIE DE X X X 11/06/03 INDYMAC ABS INC HOME EQ MORT LN ASST DE X X 08/28/03 INSCI CORP DE X 09/05/03 AMEND INTEGRATED INFORMATION SYSTEMS INC DE X 11/19/03 INTERCEPT INC GA X X 11/12/03 INTUIT INC DE X X 11/19/03 IONICS INC MA X X 11/19/03 JAMESON INNS INC GA X 11/17/03 JP MORGAN CHASE COM MORT SEC CORP PS DE X 11/01/03 JP MORGAN CHASE COMMERCIAL MORTGAGE S DE X X 11/17/03 KCS ENERGY INC DE X X X 11/18/03 KERYX BIOPHARMACEUTICALS INC DE X X 11/18/03 KNOLOGY INC DE X 11/18/03 KNOT INC DE X X 11/19/03 LA QUINTA PROPERTIES INC DE X X 11/19/03 LABRANCHE & CO INC DE X X 11/18/03 LANDAMERICA FINANCIAL GROUP INC VA X X 11/19/03 LEHMAN ABS CORP AT&T NOTE BACKED SERI DE X 11/19/03 LNB BANCORP INC OH X 11/19/03 LOCH HARRIS INC NV X 11/18/03 LONGS DRUG STORES CORP MD X 11/19/03 MANITOWOC CO INC WI X 10/30/03 MARCONI CORP PLC X0 X 11/19/03 MARVELL TECHNOLOGY GROUP LTD D0 X X 11/19/03 MCDERMOTT INTERNATIONAL INC R1 X X 11/19/03 MEADOWBROOK INSURANCE GROUP INC MI X X 11/06/03 MEDICAL STAFFING SOLUTIONS INC NV X X 11/01/03 AMEND MEDIX RESOURCES INC CO X 11/19/03 MELLON FINANCIAL CORP PA X X 11/18/03 MENS WEARHOUSE INC TX X X 11/19/03 MERCURY AIR GROUP INC NY X X 09/30/03 AMEND MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 11/12/03 MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 11/12/03 MESA OFFSHORE TRUST TX X X X 11/19/03 MESA ROYALTY TRUST/TX TX X X X 11/19/03 MINDEN BANCORP INC X X 11/17/03 MISSISSIPPI CHEMICAL CORP /MS/ MS X X 11/14/03 MORGAN STANLEY AUTO LOAN TRUST 2003-H DE X X 11/15/03 MS STRUCTURED ASSET CORP DE X 11/01/03 MS STRUCTURED ASSET CORP DE X 11/06/03 NATIONAL WATERWORKS INC X 11/19/03 NCRIC GROUP INC DC X X 11/12/03 NETWORK ENGINES INC DE X 11/06/03 NEWTECH RESOURCES LTD X X 11/03/03 AMEND NIKU CORP DE X X 11/19/03 NORTEL NETWORKS CORP X X 11/18/03 NORTEL NETWORKS LTD X X 11/18/03 NORTHLAND CRANBERRIES INC /WI/ WI X X 11/19/03 NRG ENERGY INC DE X X 09/17/03 NRG NORTHEAST GENERATING LLC DE X X 09/17/03 NRG SOUTH CENTRAL GENERATING LLC DE X X 09/17/03 NTL INC DE X 11/18/03 NUI CORP /NJ/ NJ X 11/19/03 O REILLY AUTOMOTIVE INC MO X 11/18/03 OILGEAR CO WI X 11/17/03 OMNIVISION TECHNOLOGIES INC DE X X 11/19/03 OPEN TEXT CORP K6 X 11/11/03 OPT SCIENCES CORP NJ X 11/01/03 OPTICARE HEALTH SYSTEMS INC DE X X X 11/14/03 OVERNITE CORP VA X X 11/19/03 PACIFIC CMA INC CO X X 11/18/03 PATRIOT TRANSPORTATION HOLDING INC FL X X X 11/19/03 PEOPLES HOLDING CO MS X X 11/19/03 PETCO ANIMAL SUPPLIES INC DE X X 11/19/03 PHILLIPS VAN HEUSEN CORP /DE/ DE X X 11/19/03 PHOTOWORKS INC /WA WA X 11/19/03 PIPELINE DATA INC X 09/30/03 PIVOTAL CORP X 11/18/03 PIVOTAL CORP X 11/18/03 PNC FINANCIAL SERVICES GROUP INC PA X X 11/18/03 PNM RESOURCES INC NM X 10/31/03 PORTOLA PACKAGING INC DE X X 11/18/03 POSSIS MEDICAL INC MN X X 11/18/03 PRAECIS PHARMACEUTICALS INC DE X 11/19/03 PRECISION CASTPARTS CORP OR X X 11/19/03 PRIME RETAIL INC/BD/ MD X X 11/18/03 PROTECTIVE LIFE INSURANCE CO TN X X 09/30/03 PROVIDIAN MASTER TRUST X X 11/17/03 QWEST COMMUNICATIONS INTERNATIONAL IN DE X 11/19/03 QWEST COMMUNICATIONS INTERNATIONAL IN DE X 11/19/03 RADISYS CORP OR X X 11/19/03 RAVEN INDUSTRIES INC SD X 11/19/03 REGIONS ACCEPTANCE LLC REGIONS AUTO R X X 11/13/03 REMEDYTEMP INC CA X X 09/28/03 RIVERSTONE NETWORKS INC DE X X 10/20/03 SCHERING PLOUGH CORP NJ X X 11/19/03 SCO GROUP INC DE X X 11/18/03 SEQUOIA RESIDENTIAL FUNDING INC X 11/19/03 SHAW GROUP INC LA X X 11/18/03 SHAW GROUP INC LA X X 11/18/03 SHIRE PHARMACEUTICALS GROUP PLC X X 11/18/03 SILICON VALLEY BANCSHARES DE X X 10/30/03 SIMMONS CO /GA/ DE X X 11/18/03 SIPEX CORP MA X X X 10/30/03 AMEND SOUNDVIEW TECHNOLOGY GROUP INC DE X X 11/18/03 SPECTRALINK CORP CO X X 11/19/03 SPS TECHNOLOGIES INC PA X X 11/18/03 STAGE STORES INC NV X X 11/19/03 STANDARD MANAGEMENT CORP IN X X 11/14/03 STRUCTURED ASSET SEC CORP II COM MORT X 11/01/03 STRUCTURED ASSET SEC CORP II COM MORT X 11/01/03 STRUCTURED ASSET SEC CORP II LB UBS C X 11/01/03 STRUCTURED ASSET SECURITIES CORP DE X X 11/17/03 SUNAIR ELECTRONICS INC FL X X 11/06/03 SURGICARE INC/DE DE X 11/18/03 T-3 ENERGY SERVICES INC TX X 11/17/03 TALBOTS INC DE X 11/19/03 TEKNOWLEDGE CORP DE X 11/14/03 TEMECULA VALLEY BANCORP INC DE X 11/18/03 TERAYON COMMUNICATION SYSTEMS DE X X 11/14/03 TOPPS CO INC DE X 11/17/03 TRANSAX INTERNATIONAL LTD CO X 08/14/03 AMEND TRANSGENOMIC INC DE X X 11/18/03 TRANSLATION GROUP LTD DE X 11/19/03 TWINLAB CORP DE X X 11/17/03 UGI CORP /PA/ PA X X 11/19/03 UNION PACIFIC CORP UT X 11/19/03 UNITEDHEALTH GROUP INC MN X X 11/19/03 V I TECHNOLOGIES INC DE X X X 11/17/03 VA SOFTWARE CORP DE X X 11/19/03 VEECO INSTRUMENTS INC DE X X 11/18/03 VESTIN GROUP INC NV X 11/14/03 VICON FIBER OPTICS CORP DE X 11/18/03 VIDEO CITY INC DE X X X 10/01/03 VOLUME SERVICES AMERICA INC DE X 11/12/03 WACHOVIA ASSET SEC INC ASST BACK NOTE NC X X 08/25/03 WACHOVIA ASSET SEC INC ASST BACK NOTE NC X X 09/25/03 WACHOVIA ASSET SEC INC ASST BACK NOTE NC X X 10/27/03 WACHOVIA ASSET SECURITIZATION INC 200 NC X X 08/25/03 WACHOVIA ASSET SECURITIZATION INC 200 NC X X 09/25/03 WACHOVIA ASSET SECURITIZATION INC 200 NC X X 10/27/03 WACHOVIA ASSET SECURITIZATION INC 200 NC X X 08/25/03 WACHOVIA ASSET SECURITIZATION INC 200 NC X X 09/25/03 WACHOVIA ASSET SECURITIZATION INC 200 NC X X 10/27/03 WACHOVIA ASSET SECURITIZATION INC AST NC X X 08/25/03 WACHOVIA ASSET SECURITIZATION INC AST NC X X 09/25/03 WACHOVIA ASSET SECURITIZATION INC AST NC X X 10/27/03 WACHOVIA COMMERCIAL MORT SEC INC COM NC X 11/01/03 WATCHGUARD TECHNOLOGIES INC DE X X 11/19/03 WATERFORD GAMING LLC DE X 11/19/03 WELLS REAL ESTATE INVESTMENT TRUST IN DE X 11/06/03 XECHEM INTERNATIONAL INC DE X X 10/04/03 AMEND XO COMMUNICATIONS INC DE X X 11/14/03 YELLOW CORP DE X X 11/19/03 YOCREAM INTERNATIONAL INC OR X X 11/18/03 YORK WATER CO PA X X 11/19/03