SEC NEWS DIGEST Issue 2004-41 March 2, 2004 COMMISSION ANNOUNCEMENTS COMMISSION MEETINGS Following is a schedule of Commission meetings which will be conducted under provisions of the Government in the Sunshine Act. Meetings will be scheduled according to the requirements of agenda items under consideration. Open meetings will be held in the Commission Meeting Room, Room 1C30, at the Commission's headquarters building, 450 Fifth Street, N.W., Washington, D.C. Visitors are welcome at all open meetings, insofar as space is available. Persons wishing to photograph or videotape Commission meetings must obtain permission in advance from the Secretary of the Commission. Persons wishing to tape record a Commission meeting should notify the Secretary's office 48 hours in advance of the meeting. Any member of the public who requires auxiliary aids such as a sign language interpreter or material on tape to attend a public meeting should contact Rochelle Franks, Office of Administrative and Personnel Management, to make arrangements. Ms. Franks can be reached at TTY number (202) 942-9558. If you are calling from a non-TTY number, please call the Relay Service at 1-800-877-8339. CLOSED MEETING – TUESDAY, MARCH 9, 2004 – 2:00 P.M. The subject matter of the closed meeting scheduled for Tuesday, March 9, will be: Formal orders of investigation; Institution and settlement of administrative proceedings of an enforcement nature; Settlement of an administrative proceeding; Institution and settlement of injunctive actions; and A litigation matter. OPEN MEETING – THURSDAY, MARCH 11, 2004 – 10:00 A.M. The subject matter of the open meeting scheduled for Thursday, March 11, will be: 1. The Commission will consider whether to propose amendments to Form 20-F that would allow an eligible foreign private issuer that adopts International Financial Reporting Standards (IFRS) as its basis of accounting for the first time for any financial year beginning no later than Jan. 1, 2007, to file two years, rather than three years, of financial statements in a registration statement or annual report filed for the year in which it first adopts IFRS, with appropriate related disclosure. In addition, the amendments would require all first-time adopters of IFRS to include certain information. For further information please contact Michael Coco, Division of Corporation Finance, at (202) 942-2990. 2. The Commission will consider whether to adopt amendments to Form 8-K under the Securities Exchange Act of 1934 to add several new disclosure items, amend certain of the existing Form 8-K disclosure items and shorten the Form 8-K filing deadline. The amendments further the goals of Section 409 of the Sarbanes-Oxley Act of 2002 which requires public companies to disclose "on a rapid and current basis" material information regarding changes in their financial condition or operations as the Commission, by rule, determines to be necessary or useful for the protection of investors and in the public interest. For further information, please contact Raymond Be or Julie A. Bell, Division of Corporation Finance, at (202) 942-2910 or (202) 942-2906, respectively. 3. The Commission will consider whether to propose amendments to Forms N-1A, N-2, and N-3 under the Securities Act of 1933 and the Investment Company Act of 1940, and amendments to Form N-CSR under the Investment Company Act of 1940 and the Securities Exchange Act of 1934, regarding the disclosure provided by registered management investment companies about their portfolio managers. The proposals would extend the existing requirement that a registered management investment company provide basic information in its prospectus regarding its portfolio managers to members of management teams. The proposals would also require a registered management investment company to disclose additional information about its portfolio managers in its Statement of Additional Information, including other investment companies and accounts they manage, compensation structure, and securities ownership in investment companies and accounts they manage. For further information, please contact Sanjay Lamba at (202) 942-7926. 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 DECLARES DECISION AS TO JOHN POWELL FINAL The decision of an administrative law judge with respect to John R. Powell has become final. The law judge found that the Commission filed a complaint in the U.S. District Court for the Central District of California against Powell on July 28, 1998. On Oct. 4, 2002, Powell, without admitting or denying the allegations of the complaint, consented to entry of a permanent injunction, enjoining him from committing future violations of 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 Exchange Act Rule 10b-5. The law judge barred Powell from association with any broker or dealer. Powell, who was associated with Irvine, Inc., a broker-dealer, was involved in reviewing offering materials used to sell limited partnership interests before they were distributed to Irvine's sales force and to potential investors. The offering materials contained material misrepresentations regarding the purchase of oil and gas rights and failed to disclose the extent of profits that the general partners would make. In addition, the limited partnership interests were unregistered and were sold through interstate commerce. Powell was part of a scheme that defrauded 600 investors of at least $15.7 million over a five-year period. (Rels. 33-8394; 34-49350; File No. 3-11287) SEC OBTAINS PERMANENT INJUNCTION AND OTHER RELIEF AGAINST PAYDAY LENDER AND OTHERS IN SOUTH FLORIDA The Commission announced that on Feb. 10, 2004, the U.S. District Court for the Southern District of Florida entered Final Judgments of Permanent Injunction and Other Relief (Final Judgments) against James Bianco (Bianco), Ace Payday Plus, LLC (doing business as) Ace Payday Plus II, LLC, Ace Payday Management, Inc. and Ace Management, LLC (collectively, Ace Payday). The Final Judgments enjoin Bianco and Ace Payday from violations of 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. The Final Judgments against Bianco and Ace Payday orders them to pay disgorgement in the amount of $1,593,800, plus prejudgment interest in the amount of $248,322.64. The Final Judgment against Bianco also orders him to pay a civil penalty of $619,017. The Court also entered a Final Judgment against Relief Defendant Rosalind Portman Bianco (R. Bianco) ordering her to pay disgorgement in the amount of $125,106.00, plus prejudgment interest in the amount of $4,657.39. The SEC commenced this action by filing its complaint on March 19, 2002, against Bianco and Ace Payday alleging that Defendants violated the anti-fraud and registration provisions of the federal securities laws in connection with the offer and sale of securities in Ace Payday between June 2001 and March 2002. On July 11, 2002, the SEC amended the complaint adding R. Bianco as a Relief Defendant alleging that she unlawfully received Ace Payday investor proceeds. For further information see also Litigation Release No. 17422, March 19, 2002. [SEC v. Ace Payday Plus, LLC, D/B/A Ace Payday Plus II, LLC, Ace Payday Management, Inc., Ace Payday Management, LLC, James Bianco and Rosalind Portman Bianco, 02-20858-CIV-MARRA SDFL] (LR-18603) CIVIL ACTION AGAINST MAVEN CAPITAL CORPORATION, ET AL. On Feb. 24, 2004, the Honorable Kent J. Dawson, U.S. District Judge for the District of Nevada, entered an Order To Show Cause why defendant Rodd Buckle (Buckle) should not be held in civil contempt for his violation of the Court's Feb. 13, 2001, order requiring him to pay disgorgement and civil penalties. The Commission's application alleges that on Feb. 13, 2001, the Court entered an Order on Civil Penalties as to Buckle. The order provided, among other things, that Buckle pay previously ordered disgorgement of $2,037,815 and a civil penalty of $110,000 within 30 days of the order. The application alleges that although more than two years have passed since the judgment, Buckle has made no payment whatsoever. [SEC v. Maven Capital Corporation, et al., USDC for the District of Nevada, Civil Action No. CV-S-00501-KJD (LRL)] (LR-18604) SEC CHARGES SCOTT D. SULLIVAN, WORLDCOM'S FORMER CHIEF FINANCIAL OFFICER, WITH ENGAGING IN MULTI-BILLION DOLLAR FINANCIAL FRAUD Sullivan Consents to Anti-Fraud Injunction, Permanent Bar From Serving as an Officer and Director of a Public Company, and Permanent Suspension From Practicing as an Accountant Before the Commission Sullivan Also Pleads Guilty to Criminal Charges Filed by the Department of Justice, Which Announces Related Indictment of Former WorldCom CEO Bernard J. Ebbers The Commission today filed a civil enforcement action against Scott D. Sullivan, the former Chief Financial Officer of WorldCom, Inc. The Commission charged Sullivan with engaging in a fraudulent scheme to conceal WorldCom's poor financial performance. The Commission alleged that Sullivan, with the consent and knowledge of WorldCom's former Chief Executive Officer, caused numerous improper adjustments and entries in WorldCom's books and records, often in the hundreds of millions of dollars, to make the company's quarterly and yearly financial results appear to meet Wall Street's expectations. In addition, the Commission alleged that Sullivan made numerous false and misleading public statements about WorldCom's financial condition and performance, and signed a number of SEC filings that contained false and misleading material information. Also today, in connection with the same conduct, Sullivan pleaded guilty to criminal charges filed by the U.S. Attorney's Office for the Southern District of New York. In addition, that office announced today the related indictment of Bernard J. Ebbers, WorldCom's former Chief Executive Officer. SEC Enforcement Division Director Stephen M. Cutler said, "Today's plea by WorldCom's former CFO, Mr. Sullivan, and the indictment of its former CEO, Mr. Ebbers, are important events in the history of securities enforcement. I am proud of the part our staff played in making these developments possible. No matter how high executives climb on the corporate ladder, they will never be above the law." Lawrence A. West, an Associate Director in the SEC's Division of Enforcement, said, "The process upon which we are now embarked will ensure that those most responsible for WorldCom's fraud will be held strictly accountable and will permit the full story of this egregious fraud to be told. The Commission's filing today of a partially settled civil action that will enjoin Mr. Sullivan and bar him from ever again acting as an officer or director of a public company or ever working in public accounting is only a start."The Commission's complaint against Sullivan alleges that by September 2000, Sullivan and other senior WorldCom executives knew that WorldCom's true operating performance and financial results were materially below the financial guidance they had given to Wall Street analysts and investors. Rather than disclose WorldCom's true financial condition and suffer the resulting decline in the company's share price, from approximately September 2000 through June 2002, Sullivan engaged in a scheme that fraudulently concealed WorldCom's true operational and financial results. The scheme involved improperly manipulating WorldCom's reported revenue, expenses, net income, earnings before interest, taxes, depreciation and amortization (EBITDA), and earnings per share. The complaint charges that as part of the scheme, Sullivan instructed subordinates to book certain fraudulent adjustments and entries in WorldCom's general ledger. The adjustments and entries were designed to falsely increase WorldCom's reported revenue and falsely decrease WorldCom's reported expenses. The false adjustments and entries, among other things, improperly reduced expenses by drawing down certain reserves and improperly capitalizing certain operating expenses commonly referred to in the telecommunications industry as "line costs." The complaint also alleges that Sullivan misrepresented or failed to disclose material changes in WorldCom's revenue recognition practices. During the same period, Sullivan and others made materially false or misleading statements or omissions to WorldCom's independent auditors in connection with audits and the preparation of filings with the Commission. Simultaneously with the filing of the complaint, Sullivan has agreed, without admitting or denying the allegations of the complaint, to the entry of an order permanently enjoining him from violating, directly or indirectly, numerous provisions of the federal securities laws, including the antifraud, reporting, books and records, internal controls, and lying-to-auditors provisions, Section 17(a) of the Securities Act of 1933 and Sections 10(b), 13(a), 13(b)(2) and 13(b)(5) of the Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1, 13a-13, 13b2-1 and 13b2-2 thereunder. Sullivan has also agreed to the entry of an order that would permanently bar him from serving as an officer or director of a public company. The order further provides that any monetary relief will be decided by the Court at a hearing to be held upon motion of the Commission or the instance of the Court and that the Court will retain jurisdiction of the action for all purposes, including the imposition of additional equitable remedies or sanctions, if any, as determined following a hearing. The settlement is subject to the review by and approval of the Court. In addition, Sullivan has agreed to a Commission administrative order, based on the injunction, suspending him from appearing or practicing before the Commission as an accountant, under Rule 102(e) of the Commission's Rules of Practice. Sullivan has been licensed in the State of New York as a certified public accountant since 1985, although his registration lapsed in 1989. The Commission's action against Sullivan is its fifth civil enforcement action related to the WorldCom fraud. The first was filed against WorldCom, Inc. on June 27, 2002, the day after WorldCom announced that it intended to restate its financial results for five quarters—all quarters in 2001 and the first quarter of 2002 (Litigation Release No. 17588). The Commission sought, among other things, the appointment of a corporate monitor for WorldCom, and on July 3, 2002, U.S. District Judge Jed S. Rakoff appointed former SEC Chairman Richard Breeden to that position. Since then, WorldCom has admitted that beginning in 1999, as a result of undisclosed and improper accounting, it materially overstated the income it reported in its financial statements by at least $9 billion. It also filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. On Nov. 26, 2002, the Commission obtained a judgment against WorldCom that provided the full injunctive relief sought against the company. In addition, the judgment ordered WorldCom to undertake extensive reviews of its corporate governance and internal controls, as well as required the company to establish a training and education program for WorldCom officers and employees to minimize the possibility of future violations of the federal securities laws (Litigation Release No. 17866). Subsequently, the U.S. District Court ordered WorldCom to satisfy the SEC's civil monetary penalty judgment by paying $500 million in cash and transferring $250 million worth of common stock in the reorganized company when it emerges from bankruptcy into a fund for later distribution to victims of the company's fraud, pursuant to Section 308 (Fair Funds for Investors) of the Sarbanes-Oxley Act of 2002 (Litigation Release Nos. 17829, 18219 and 18277). Previously, the Commission filed civil actions against former WorldCom Controller David F. Myers (Litigation Release No. 17753); former WorldCom Director of General Accounting Buford "Buddy" Yates, Jr. (Litigation Release No. 17771); and Betty L. Vinson and Troy M. Normand, former accountants in WorldCom's General Accounting Department (Litigation Release No. 17783). All of these actions are pending. The Commission acknowledges the assistance and cooperation of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation. The Commission's investigation into matters related to WorldCom's financial fraud is continuing. [SEC v. Scott D. Sullivan, Civil Action No. 04 CV 1706] (LR-18605; AAE Rel. 1966; Press Rel. 2004-25) INVESTMENT COMPANY ACT RELEASES NOTICES OF DEREGISTRATIONS UNDER THE INVESTMENT COMPANY ACT For the month of February, 2004, a notice has been issued giving interested persons until March 23, 2004, to request a hearing on any of the following applications for an order under Section 8(f) of the Investment Company Act declaring that the applicant has ceased to be an investment company: Readington Holdings, Inc. [File No. 811-10055] The Kenwood Funds [File No. 811-7521] Mercury Index Funds, Inc. [File No. 811-9605] Gintel Fund [File No. 811-3115] Papp Focus Fund, Inc. [File No. 811-8601] Phoenix Duff & Phelps Utilities Bond Fund, Inc. [File No. 811-9251] Acacia Life Insurance Co. [File No. 811-10369] Acacia Life Insurance Co. [File No. 811-10367] Acacia Life Insurance Co. Regent 2001 [File No. 811-10403] (Rel. IC- 26370 - February 27) BURNHAM INVESTORS TRUST, ET AL. A notice has been issued giving interested persons until March 23, 2004, to request a hearing on an application filed by Burnham Investors Trust et al. for an order granting an exemption from Section 15(a) of the Investment Company Act and Rule 18f-2 under the Act. The order would permit applicants to enter into and materially amend subadvisory agreements without shareholder approval. (Rel. IC-26371 - February 27) HOLDING COMPANY ACT RELEASES SYSTEM ENERGY RESOURCES, INC. A notice has been issued giving interested persons until March 22 to request a hearing on a proposal by System Energy Resources, Inc. (SERI), a public utility subsidiary of Entergy Corporation, a registered holding company, to cause the issuance of up to $293,093,025 of secured lease obligation bonds (Bonds) or trust certificates to refinance a like amount of outstanding Bonds issued in connection with the construction of SERI's Unit No. 1 of the Grand Gulf Steam Electric Generating Station. (Rel. 35-27804) SELF-REGULATORY ORGANIZATIONS IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES A proposed rule change (SR-Amex-2004-15) filed by the American Stock Exchange relating to disclosure of independent director determinations 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 1. (Rel. 34-49331) A proposed rule change (SR-CBOE-2004-08) and Amendment No. 1 thereto filed by the Chicago Board Options Exchange to establish a fee cap of $75,000 per month for member firms on all firm proprietary and firm facilitation trading in CBOE products, to reinstate the prospective fee reduction program, and to credit DPM P/A linkage order transaction fees 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 1. (Rel. 34-49341) PROPOSED RULE CHANGE The Chicago Board Options Exchange filed a proposed rule change (SR-CBOE-2004-01) and Amendment No. 1 thereto relating to the UAM Calculation for the CBOE Hybrid System. Publication of the proposal is expected in the Federal Register during the week of March 1. (Rel. 34-49334) APPROVAL OF PROPOSED RULE CHANGE The Commission approved a proposed rule change (SR-NASD-2003-196) submitted by the National Association of Securities Dealers, through its subsidiary, the Nasdaq Stock Market, Inc., modifying fees for persons that are not NASD members using the Financial Information Exchange (FIX) protocol to connect to Nasdaq. (Rel. 34-49339) 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-3 TTM TECHNOLOGIES INC, 2630 S. HARBOR BLVD., SANTA ANA, CA, 92704, 7142410303 - 0 ($200,000,000.00) Equity, (File 333-113171 - Mar. 1) (BR. 36) S-8 BIOVERIS CORP, 5,300,000 ($67,999,000.00) Equity, (File 333-113173 - Mar. 1) (BR. 36) S-8 MAXIMUM DYNAMICS INC, 2 N CASCADE AVE, STE 1100, COLORADO SPRINGS, CO, 80903, 7193811728 - 6,895,000 ($1,585,850.00) Equity, (File 333-113174 - Mar. 1) (BR. 03) S-8 USURF AMERICA INC, 2259227744 - 3,629,000 ($816,525.00) Equity, (File 333-113175 - Mar. 1) (BR. 03) N-2 EATON VANCE TAX ADVANTAGED GLOBAL DIVIDEND OPPORTUNITIES FUN, 255 STATE STREET, BOSTON, MA, 02109, 6174828260 - 50,000 ($1,000,000.00) Equity, (File 333-113177 - Mar. 1) (BR. 16) S-3 SS&C TECHNOLOGIES INC, 80 LAMBERTON RD, CORPORATE PLACE, WINDSOR, CT, 06095, 8602427887 - 0 ($155,146,500.00) Equity, (File 333-113178 - Mar. 1) (BR. 03) S-3 SEMOTUS SOLUTIONS INC, 16400 LARK AVE, SUITE 230, LOS GATOS, CA, 95032, 4083587100 - 3,648,688 ($2,554,081.60) Equity, (File 333-113179 - Mar. 1) (BR. 08) S-8 TEMPLE INLAND INC, 1300 MOPAC EXPRESSWAY SOUTH, AUSTIN, TX, 78746, 5124345800 - 2,442,996 ($156,938,063.04) Equity, (File 333-113180 - Mar. 1) (BR. 04) F-3 CHINA TELECOM CORP LTD, 31 JIN RONG AVENUE, BEIJING, F5, 100032, 861066428166 - 0 ($1,000,000,000.00) ADRs/ADSs, (File 333-113181 - Mar. 1) (BR. 37) S-3 V I TECHNOLOGIES INC, 134 COOLIDGE AVE, WATERTOWN, MA, 02472, 5167527314 - 18,882,242 ($28,323,363.00) Equity, (File 333-113182 - Mar. 1) (BR. 01) S-8 MEADWESTVACO CORP, ONE HIGH RIDGE PARK, _, STAMFORD, CT, 06905, 2034617500 - 637,550 ($18,227,554.50) Equity, (File 333-113183 - Mar. 1) (BR. 04) S-8 FRONT PORCH DIGITAL INC, 1810 CHAPEL AVE W, SUITE 130, CHERRY HILL, NJ, 08002, 8566333500 - 175,000 ($115,500.00) Equity, (File 333-113184 - Mar. 1) (BR. 08) S-8 FRONT PORCH DIGITAL INC, 1810 CHAPEL AVE W, SUITE 130, CHERRY HILL, NJ, 08002, 8566333500 - 94,760 ($62,541.60) Equity, (File 333-113185 - Mar. 1) (BR. 08) S-3 IMPAC SECURED ASSETS CORP, C/O NORWEST BANK MINNESOTA NA, 1761 EAST ST ANDREW PLACE, SANTA ANA, CA, 92705, 7142476271 - 0 ($2,000,000,000.00) Mortgage Backed Securities, (File 333-113186 - Mar. 1) (BR. 05) S-3 IMH ASSETS CORP, 1401 DOVE STREET, SUITE 200, NEWPORT BEACH, CA, 92660, 9494753600 - 0 ($10,000,000,000.00) Asset-Backed Securities, (File 333-113187 - Mar. 1) (BR. 05) S-8 AVVAA WORLD HEALTH CARE PRODUCTS INC, PO BOX 335, 3018 SCHAEFFER ROAD, FALKLAND BC CANADA, A1, V0E 1W0, 250-379-2727 - 22,500 ($9,900.00) Equity, (File 333-113189 - Mar. 1) (BR. 04) S-8 FAMILY ROOM ENTERTAINMENT CORP, 8530 WILSHIRE BLVD., SUITE 420, BEVERLY HILLS, CA, 90211, 3238502800 - 6,500,000 ($650,000.00) Equity, (File 333-113190 - Mar. 1) (BR. 05) S-3 AVANEX CORP, 40919 ENCYCLOPEDIA CIRCLE, FREMONT, CA, 94538, 5108974172 - 0 ($43,303,714.95) Equity, (File 333-113192 - Mar. 1) (BR. 36) SB-2 CYOP SYSTEMS INTERNATIONAL INC, 1090 HOMER STREET, SUITE 390, VANCOUVER, CANADA, A1, V6B 2W9, 6046476400 - 137,812,500 ($4,134,375.00) Equity, (File 333-113193 - Mar. 1) (BR. 03) F-3 BUNGE LIMITED FINANCE CORP, 50 MAIN STREET, WHITE PLAINS, NY, 10606, 9146842800 - 0 ($436,000.00) Debt Convertible into Equity, (File 333-113194 - Mar. 1) (BR. 04) F-10 CREO INC, 3700 GILMORE WAY, BURNABY BC CANADA, V5G 4M1, 6044512700 - 5,000,000 ($50,000,000.00) Equity, (File 333-113195 - Mar. 1) (BR. 36) S-3 FONEFRIEND INC, 14545 FRIAR STREET, SUITE 204, VAN NUYS, CA, 91411, (818)376-1616 - 17,950,000 ($3,051,500.00) Equity, (File 333-113196 - Mar. 1) (BR. 37) S-4 COLONIAL BANCGROUP INC, ONE COMMERCE ST STE 800, P O BOX 1108, MONTGOMERY, AL, 36104, 3342405000 - 0 ($16,937,517.00) Equity, (File 333-113197 - Mar. 1) (BR. 07) S-8 NETFLIX INC, 970 UNIVERSITY AVENUE, ., LOS GATOS, CA, 95032, 408-317-3700 - 0 ($82,773,313.00) Equity, (File 333-113198 - Mar. 1) (BR. 05) SB-2 GATEWAY ACCESS SOLUTIONS INC, 3,352,883 ($838,220.75) Other, (File 333-113199 - Mar. 1) (BR. ) S-8 NETWORK APPLIANCE INC, 495 EAST JAVA DR, SUNNYVALE, CA, 94089, 4088226000 - 0 ($43,997,185.00) Equity, (File 333-113200 - Mar. 1) (BR. 03) S-8 RAINMAKER SYSTEMS INC, 1800 GREEN HILLS ROAD, SCOTTS VALLEY, CA, 95006, 8314617299 - 0 ($3,231,404.50) Equity, (File 333-113201 - Mar. 1) (BR. 08) S-8 SCIENCE APPLICATIONS INTERNATIONAL CORP, 10260 CAMPUS POINT DR, LEGAL DEPT, SAN DIEGO, CA, 92121, 8588266000 - 0 ($82,493,129.00) Equity, (File 333-113202 - Mar. 1) (BR. 06) S-3 GENERAL ELECTRIC CO, 3135 EASTON TURNPIKE, W3M, FAIRFIELD, CT, 06828, 203-373-2211 - 7,000,000 ($229,180,000.00) Equity, (File 333-113203 - Mar. 1) (BR. 36) S-8 PEOPLES ENERGY CORP, 24TH FLOOR, 130 EAST RANDOLPH DRIVE, CHICAGO, IL, 60601-6207, 312-240-4000 - 700,000 ($30,366,000.00) Equity, (File 333-113204 - Mar. 1) (BR. 02) 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 ------------------------------------------------------------------------------------------------ 24/7 REAL MEDIA INC DE X X 02/26/04 AAIPHARMA INC DE X X 03/01/04 AK STEEL HOLDING CORP DE X X 03/01/04 ALASKA PACIFIC BANCSHARES INC AK X 12/31/03 ALLEGIANCE TELECOM INC DE X X 02/27/04 ALPHA NUTRACEUTICALS INC CA X X 03/01/04 AMEND AMERICAN ACHIEVEMENT CORP DE X X 03/01/04 AMERICAN AXLE & MANUFACTURING HOLDING DE X X 02/27/04 AMERICAN AXLE & MANUFACTURING HOLDING DE X X 03/01/04 AMERICAN EQUITY INVESTMENT LIFE HOLDI IA X 03/01/04 AMERICAN VANTAGE COMPANIES NV X X 01/30/04 AMEND AMERICANWEST BANCORPORATION WA X X 02/28/04 AMSTAR FINANCIAL SERVICES INC FL X 02/28/04 ANALEX CORP NY X X X 02/25/04 ANDERSEN GROUP INC DE X X X 02/24/04 ANTHEM INC IN X 02/27/04 APARTMENT INVESTMENT & MANAGEMENT CO MD X 03/01/04 APHTON CORP DE X X 03/01/04 ARCH WIRELESS INC DE X 12/31/03 ARGENT SECURITIES INC ASST BACK PASS X 02/25/04 ARROW ELECTRONICS INC NY X 03/01/04 ASSET BACKED SECURITIES CORP DE X 03/01/04 ASSET BACKED SECURITIES CORP DE X 03/01/04 ATLANTIC COAST AIRLINES HOLDINGS INC DE X 03/01/04 ATLANTIC COAST AIRLINES HOLDINGS INC DE X 03/01/04 AUGUST TECHNOLOGY CORP MN X X 02/27/04 AVANEX CORP DE X X 03/01/04 AVNET INC NY X X 02/25/04 BAR HARBOR BANKSHARES ME X 03/01/04 BAY BANKS OF VIRGINIA INC VA X X 02/18/04 AMEND BEST BUY CO INC MN X 03/01/04 BESTWAY INC DE X X 02/25/04 BEXIL CORP MD X 03/01/04 BIG LOTS INC OH X X 02/25/04 BITSTREAM INC DE X 03/01/04 BLACKSTOCKS DEVELOPMENT CORP DE X 03/01/04 BRE PROPERTIES INC /MD/ MD X X 02/24/04 BTU INTERNATIONAL INC DE X X 02/26/04 BURKE MILLS INC NC X 02/28/04 AMEND BURKE MILLS INC NC X 02/28/04 AMEND CADENCE RESOURCES CORP UT X X 02/26/04 CALPINE CORP DE X 02/26/04 CANADIAN DERIVATIVES CLEARING CORP A6 X 02/29/04 CARDIAC SCIENCE INC DE X X 03/01/04 CARTERS INC DE X X 02/24/04 CATUITY INC DE X 03/01/04 CDF FINANCING LLC DE X X 01/31/04 CDF FLOORPLAN RECEIVABLES LP DE X X 01/31/04 CELSION CORP MD X 02/23/04 CENTEX CORP NV X X X 03/01/04 CENTURY REALTY TRUST IN X 12/31/03 CHEC FUNDING LLC DE X 03/01/04 CHECKERS DRIVE IN RESTAURANTS INC /DE DE X 02/26/04 CHEROKEE INC DE X X X 03/01/04 CHESAPEAKE CORP /VA/ VA X X X 03/01/04 CHESTER VALLEY BANCORP INC PA X X 03/01/04 CHICAGO PIZZA & BREWERY INC CA X X 02/26/04 CHILDREN S BOOKS & TOYS INC DE X X 02/23/04 CHURCH & DWIGHT CO INC /DE/ DE X 10/20/03 AMEND CITICORP MORTGAGE SECURITIES INC DE X 02/25/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 02/25/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 02/25/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 02/25/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 02/25/04 CITIFINANCIAL MORTGAGE SECURITIES INC DE X 02/25/04 CITIGROUP GLOBAL MARKETS HOLDINGS INC NY X 02/19/04 CITRIX SYSTEMS INC DE X 03/01/04 CLEVELAND CLIFFS INC OH X 02/27/04 COLLECTORS UNIVERSE INC DE X 03/01/04 COMFORT SYSTEMS USA INC DE X X 02/27/04 COMMERCE ONE INC / DE/ DE X 02/16/04 COMPUTER NETWORK TECHNOLOGY CORP MN X 03/01/04 CONCEPTUS INC DE X X 10/30/03 CONNECTIV CORP DE X X 02/25/04 CONSOL ENERGY INC X X 02/25/04 CREATOR CAPITAL LTD D0 X 03/01/04 CREDIT SUISSE FIRST BOSTON MORTGAGE S DE X 03/01/04 CYTYC CORP DE X 03/01/04 DENTSPLY INTERNATIONAL INC /DE/ DE X X 03/01/04 DEUTSCHE MORTGAGE SECURITIES INC X X 02/27/04 DISCOVER CARD MASTER TRUST I DE X 02/29/04 DISTRIBUTION FINANCIAL SERVICES FLOOR NY X X 01/31/04 DISTRIBUTION FINANCIAL SERVICES FLOOR NY X X 01/31/04 DST SYSTEMS INC DE X X 02/27/04 DUSA PHARMACEUTICALS INC NJ X X 02/27/04 DVI RECEIVABLES VIII LLC DE X 02/27/04 ECHEX WORLDWIDE CORP NV X X 02/10/04 ECOLAB INC DE X X 02/28/04 ELAMEX SA DE CV X X 03/01/04 EMS TECHNOLOGIES INC GA X 03/01/04 ENDEAVOUR INTERNATIONAL CORP NV X X 03/01/04 ENESCO GROUP INC MA X X 02/25/04 ENGINEERED SUPPORT SYSTEMS INC MO X X 02/26/04 EQUITY MARKETING INC DE X X 02/26/04 EVENTEMP CORP NV X 02/15/04 EVERGREENBANCORP INC WA X X 02/18/04 AMEND EWORLDMEDIA HOLDINGS INC NV X 03/01/04 FEDERAL NATIONAL MORTGAGE ASSOCIATION X 02/27/04 FINISAR CORP DE X X 03/01/04 FIRST NATIONAL FUNDING LLC NE X 02/17/04 FIRST UNION COMM MORT TRUST COMM MOR NY X X 02/16/03 FLATBUSH FEDERAL BANCORP INC X X 02/27/04 FPL GROUP INC FL X X 02/24/04 FRESH BRANDS INC X 02/27/04 FURNITURE BRANDS INTERNATIONAL INC DE X X 03/01/04 FX ENERGY INC NV X X 03/01/04 GAMETECH INTERNATIONAL INC DE X X 02/27/04 GATEWAY FINANCIAL HOLDINGS INC NC X X 02/27/04 GENEREX BIOTECHNOLOGY CORP DE X X 01/07/04 GLEN MANOR RESOURCES INC NV X X 02/05/04 GLOBAL DECS CORP NV X 02/28/04 AMEND GLOBAL MEDICAL PRODUCTS HOLDINGS INC NV X X 02/27/04 GOLDEN EAGLE INTERNATIONAL INC CO X 02/24/04 AMEND GOLDEN ENTERPRISES INC DE X 03/01/04 GUILFORD MILLS INC DE X X 02/27/04 HA2003 INC IL X X 01/28/04 HALLIBURTON CO DE X 02/27/04 HARTMAN COMMERCIAL PROPERTIES REIT TX X X 12/16/03 AMEND HAYNES INTERNATIONAL INC DE X X X 02/27/04 HCC INSURANCE HOLDINGS INC/DE/ DE X 03/01/04 HOOPER HOLMES INC NY X X 02/25/04 HOUSEHOLD INTERNATIONAL INC DE X X 03/01/04 HOVNANIAN ENTERPRISES INC DE X X 03/01/04 IMH ASSETS CORP IMPAC CMB TRUST SERIE DE X 02/25/04 IMMERSION CORP DE X X 02/25/04 INDUSTRIES INTERNATIONAL INC NV X 02/25/04 INNOVO GROUP INC DE X X 03/01/04 INTEGRATED ALARM SERVICES GROUP INC X 12/15/03 AMEND INTERDIGITAL COMMUNICATIONS CORP PA X 03/01/04 INTERNATIONAL BIOCHEMICAL INDUSTRIES AZ X 03/01/04 J P MORGAN CHASE & CO DE X X 03/01/04 JAGGED EDGE MOUNTAIN GEAR INC CO X 02/26/04 JARDEN CORP DE X 02/27/04 JOHNSON & JOHNSON NJ X 03/01/04 JOHNSON & JOHNSON NJ X X 03/01/04 JP MORGAN CHASE COM MORT SEC CORP PS DE X 10/15/03 JP MORGAN CHASE COM MORT SEC CORP PS DE X 11/17/03 AMEND JP MORGAN CHASE COM MORT SEC CORP PS DE X 12/15/03 AMEND JP MORGAN CHASE COM MORT SEC CORP PS DE X 01/15/04 AMEND JP MORGAN CHASE COM SEC CORP PASS THR DE X 09/12/03 AMEND JP MORGAN CHASE COM SEC CORP PASS THR DE X 10/14/03 AMEND JP MORGAN CHASE COM SEC CORP PASS THR DE X 11/12/03 AMEND JP MORGAN CHASE COM SEC CORP PASS THR DE X 12/12/03 AMEND JP MORGAN CHASE COM SEC CORP PASS THR DE X 01/12/04 AMEND KAIRE HOLDINGS INC DE X X 03/01/04 KEYCORP STUDENT LOAN TRUST 2002-A OH X X 02/27/04 LANDACORP INC DE X 03/01/04 LEXINGTON CORPORATE PROPERTIES TRUST MD X X 02/26/04 LIBERTY MEDIA CORP /DE/ DE X 03/01/04 LIFESTREAM TECHNOLOGIES INC NV X X 02/19/04 LIONS GATE ENTERTAINMENT CORP /CN/ X X 12/15/03 AMEND LTC PROPERTIES INC MD X X 03/01/04 MACROVISION CORP DE X X 03/01/04 MARKWEST ENERGY PARTNERS L P DE X X 02/23/03 MARKWEST HYDROCARBON INC DE X X 02/23/03 MCDERMOTT INTERNATIONAL INC R1 X 03/01/04 MEADOW VALLEY CORP NV X X X 02/27/04 MEDIA 100 INC DE X 03/01/04 MEDIALINK WORLDWIDE INC DE X 02/24/04 MEDIMMUNE INC /DE DE X 03/01/04 MERCER INTERNATIONAL INC WA X X 02/27/04 MERCER INTERNATIONAL INC WA X X 03/01/04 MERRILL LYNCH & CO INC DE X X 03/01/04 MERRILL LYNCH & CO INC DE X X 03/01/04 MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 02/26/04 AMEND MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 02/26/04 AMEND MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 02/26/04 AMEND MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 02/26/04 AMEND MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 02/26/04 AMEND MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 02/26/04 AMEND MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 02/26/04 AMEND MERRILL LYNCH DEPOSITOR INC PREFERRED DE X X 02/26/04 AMEND MERRILL LYNCH MORTGAGE INVESTORS INC DE X X 02/25/04 METROPCS INC X X 02/25/04 METROPOLITAN MORTGAGE & SECURITIES CO WA X 02/23/04 MIDAMERICAN ENERGY HOLDINGS CO /NEW/ IA X X 03/01/04 MILACRON INC DE X X 03/01/04 MINUTEMAN INTERNATIONAL INC IL X X 03/01/04 MOLINA HEALTHCARE INC DE X X 02/27/04 MORGAN STANLEY ABS CAP I INC MORT PA DE X 02/25/04 MORGAN STANLEY ABS CAPITAL I INC TRUS DE X 02/25/04 MORTGAGE ASSET SECURITIZATION TRANSAC DE X 03/01/04 MORTGAGE ASSET SECURITIZATION TRANSAC DE X 03/01/04 MORTGAGE PASS THROUGH CERTIFICATES SE DE X X 12/24/03 MPOWER HOLDING CORP DE X 03/01/04 MULTIMEDIA GAMES INC TX X 03/01/04 NATIONAL BEVERAGE CORP DE X X 02/27/04 NATURES SUNSHINE PRODUCTS INC UT X X 03/01/04 NATUROL HOLDINGS LTD DE X X 01/19/04 NELNET STUDENT LOAN FUNDING LLC X X 02/25/04 NEW MEDIA INC DE X 03/01/04 NEWALLIANCE BANCSHARES INC X 02/27/04 NOBLE CORP X X 03/01/04 NORTEK HOLDINGS INC DE X 03/01/04 NORTEK INC DE X 03/01/04 NTS PROPERTIES III GA X X 03/01/04 NTS PROPERTIES IV KY X X 03/01/04 NTS PROPERTIES V MD X X 03/01/04 NTS PROPERTIES VI MD X X 03/01/04 NTS PROPERTIES VII FL X X 03/01/04 NUTECH DIGITAL INC CA X X 02/27/04 OIL DRI CORPORATION OF AMERICA DE X X 01/31/04 ONYX ACCEPTANCE FINANCIAL CORP DE X X 02/17/04 PACIFIC FINANCIAL CORP WA X X 02/27/04 PACIFIC HEALTH CARE ORGANIZATION INC X 03/01/04 PANHANDLE ROYALTY CO OK X 02/27/04 PATRICK INDUSTRIES INC IN X X 02/26/04 PENN AMERICA GROUP INC PA X 03/01/04 PENNFED FINANCIAL SERVICES INC DE X X 02/27/04 PETROLEUM DEVELOPMENT CORP NV X 02/27/04 PHILLIPS VAN HEUSEN CORP /DE/ DE X X 02/27/04 PIEDMONT NATURAL GAS CO INC NC X X 02/27/04 PINNACLE AIRLINES CORP DE X 02/26/04 PLAINS ALL AMERICAN PIPELINE LP DE X 03/01/04 POMEROY IT SOLUTIONS INC DE X X 02/23/04 PORTEC RAIL PRODUCTS INC WV X X 02/26/04 PREFERREDPLUS TRUST SERIES BLC-2 DE X X 02/26/04 AMEND PREMIERWEST BANCORP OR X X 03/01/04 PRICE LEGACY CORP MD X X 02/27/04 PRIVATEBANCORP INC DE X 03/01/04 PSS WORLD MEDICAL INC FL X 03/01/04 QUIGLEY CORP NV X 02/26/04 QUIPP INC FL X X 02/27/04 R WIRELESS INC GA X 02/19/04 RALCORP HOLDINGS INC /MO MO X X 02/27/04 RAPIDTRON INC NV X X 02/26/04 RCN CORP /DE/ DE X X 03/01/04 READERS DIGEST ASSOCIATION INC DE X X 03/01/04 REALMARK PROPERTY INVESTORS LTD PARTN DE X X 02/09/04 REGENERON PHARMACEUTICALS INC NY X X 02/27/04 RESIDENTIAL ASSET SECURITIES CORP DE X X 03/01/04 RMS TITANIC INC FL X 02/25/04 ROGERS INTERNATIONAL RAW MATERIALS FU X X 02/23/04 ROGERS INTERNATIONAL RAW MATERIALS FU X X 02/23/04 ROUNDYS INC WI X X X 01/03/04 RUSHMORE FINANCIAL GROUP INC TX X X 03/01/04 RYDER SYSTEM INC FL X 02/27/04 SALTON SEA FUNDING CORP DE X X 03/01/04 SANDERSON FARMS INC MS X X 02/24/04 SAPIENT CORP DE X 02/27/04 SCB COMPUTER TECHNOLOGY INC TN X 09/04/03 AMEND SCOPE INDUSTRIES CA X X 03/01/04 SELECT COMFORT CORP MN X 02/28/04 SHIRE PHARMACEUTICALS GROUP PLC X X 03/01/04 SHOE PAVILION INC DE X X 03/01/04 SMARTSERV ONLINE INC DE X X 02/13/04 SONIC SOLUTIONS/CA/ CA X X 02/13/04 SONO TEK CORP NY X 02/27/04 SPEAKING ROSES INTERNATIONAL INC NV X X 02/27/04 SPRINT CORP KS X X 02/28/04 SPRINT CORP KS X X 02/29/04 SRI SURGICAL EXPRESS INC FL X 03/01/04 STANLEY WORKS CT X X 03/01/04 STARTEK INC DE X X 02/27/04 STRUCTURED ASSET INV LOAN TR MORT PAS DE X 02/25/04 STRUCTURED ASSET MORT INV INC MORT P DE X X 12/19/03 STRUCTURED ASSET MORT INV INC MORT PA DE X X 12/19/03 STRUCTURED ASSET MORT INV INC MORT PS DE X X 12/21/03 STRUCTURED ASSET MORTGAGE INVEST MORT X X 12/19/03 STRUCTURED ASSET SEC CORP II LB UBS C X X 02/04/04 AMEND STRUCTURED ASSET SECURITIES CORP DE X 02/27/04 STRUCTURED ASSET SECURITIES CORP DE X 02/27/04 STRUCTURED ASSET SECURITIES CORP DE X 02/27/04 SUMMIT BROKERAGE SERVICES INC / FL X X 03/01/04 SUN BANCORP INC PA X X 03/01/04 SUPERCONDUCTOR TECHNOLOGIES INC DE X X 03/01/04 SUPERIOR UNIFORM GROUP INC FL X 03/01/04 TARGETED GENETICS CORP /WA/ WA X X 03/01/04 TECHNOLOGY INVESTMENT CAPITAL CORP MD X 02/26/04 TECHTEAM GLOBAL INC DE X 02/26/04 TEMPUR PEDIC INTERNATIONAL INC DE X X 02/27/04 TEREX CORP DE X 02/26/04 TIB FINANCIAL CORP FL X X 03/01/04 TODD SHIPYARDS CORP WA X X 03/01/04 TOMAHAWK INDUSTRIES INC NV X X X X 02/27/04 TOWER AUTOMOTIVE INC DE X X 03/01/04 TRANSGENOMIC INC DE X X X 02/19/04 TRINITY LEARNING CORP UT X 02/27/04 TRUDY CORP DE X 02/27/04 TXU CORP /TX/ TX X 02/23/04 UNIFY CORP DE X X 03/01/04 UNION PACIFIC CORP UT X 03/01/04 UNION PACIFIC RAILROAD CO/DE DE X 03/01/04 UNIVERSAL HEALTH SERVICES INC DE X X 03/01/04 UNIVERSAL SECURITY INSTRUMENTS INC MD X 03/01/04 US ONCOLOGY INC DE X X 02/26/04 USAA ACCEPTANCE LLC X X 02/25/04 VILLAGE SUPER MARKET INC NJ X X 01/24/04 VINEYARD NATIONAL BANCORP CA X X 03/01/04 VISTEON CORP DE X X 03/01/04 WILEY JOHN & SONS INC NY X 01/31/04 XCEL ENERGY INC MN X X 03/01/04 XOMA LTD /DE/ DE X X 03/01/04 YP NET INC NV X X 02/26/04