SEC NEWS DIGEST Issue 2004-163 August 24, 2004 ENFORCEMENT PROCEEDINGS SEC BRINGS ENFORCEMENT ACTION AGAINST ROYAL DUTCH PETROLEUM COMPANY AND THE “SHELL” TRANSPORT AND TRADING COMPANY, P.L.C. FOR FALSE PROVED RESERVES REPORTING; COMPANIES AGREE TO PAY $120 MILLION CIVIL PENALTY On August 24, the Commission instituted cease-and-desist proceedings against foreign-based oil companies Royal Dutch Petroleum Company (“Royal Dutch”) and The “Shell” Transport and Trading Company, p.l.c. (“Shell Transport” and, together with Royal Dutch, “Shell”) and simultaneously accepted their offer of settlement in which they consented, without admitting or denying the Commission’s substantive findings, to an order to cease and desist from future violations of the antifraud, internal controls, record-keeping and reporting provisions of the federal securities laws. The companies also have undertaken to commit an additional $5 million to fund comprehensive internal compliance programs to strengthen their reserves estimation and reporting practices, and have committed to continue cooperating with the Commission’s ongoing investigation. The Commission also filed a civil complaint against Royal Dutch and Shell Transport in the U.S. District Court for the Southern District of Texas, Houston Division, seeking a $120 million civil penalty and nominal $1 disgorgement. Without admitting or denying the Commission’s allegations, the companies have consented to pay these amounts. As provided in the Sarbanes-Oxley Act of 2002, the Commission’s staff intends to ask the District Court to place the penalty amount into a disgorgement fund for the benefit of injured investors. According to the Commission, Shell knowingly or recklessly overstated its proved hydrocarbon reserves by 4.47 billion barrels, or 23% of the total proved reserves Shell originally reported in its Form 20-F for the year ended December 31, 2002. As a result, Shell’s standardized measure of future cash flows disclosed in that filing was overstated by $6.6 billion. The Commission’s order also finds, and the complaint alleges, that, for the years 1998 through 2002, Shell materially misstated its reserves replacement ratio (“RRR”), a key performance indicator in the oil and gas industry. Had Shell properly reported proved reserves, its RRR for the one-, three- and five-year periods through 2002 would have been materially different from what it originally reported. According to the Commission, Royal Dutch’s and Shell Transport’s filings with the Commission and press releases during this period were materially false and misleading. [SEC v. Royal Dutch Petroleum Company and The “Shell” Transport and Trading Company, p.l.c., Civil Action No. H-04-3359, U.S.D.C./Southern District of Texas (Houston Division)] (LR-18844; AAE Rel. 2086); In the Matter of Royal Dutch Petroleum Company and The “Shell” Transport and Trading Company, p.l.c., Exchange Act Rel. 34- 50233; AAE Rel. 2085; File No. 3-11595) DIVISION OF ENFORCEMENT SEEKS PENNY STOCK BAR AGAINST GRAHAM ANDREWS On August 24, the Commission issued an Order Instituting Administrative Proceeding Pursuant to Section 15(b)(6) of the Securities Exchange Act of 1934 (Exchange Act) against Graham Andrews, a resident of Monaco. The Order is based on a final judgment and injunction entered against Andrews in Securities and Exchange Commission v. AbsoluteFuture.com, et al., Civ. Action No. 01-9058 (S.D.N.Y.). The Commission’s complaint in that case alleged that Andrews, as president and CEO of AbsoluteFuture.com (AFTI), violated the anti-fraud, registration and reporting provisions of the federal securities laws by engaging in a fraudulent scheme to manipulate the price of AFTI stock from July 1999 through April 2000. According to the complaint, during the relevant time period, AFTI was a penny stock that traded on the OTC Bulletin Board. The Commission’s complaint also alleged that, in furtherance of the scheme, Andrews caused AFTI to issue false and misleading press releases, make false statements in its filings with the Commission and issue 4.1 million shares of unrestricted stock to promoters for use in manipulating the price of AFTI stock. On July 28, 2004, the District Court for the Southern District of New York entered a final judgment of default against Andrews finding that Andrews violated Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 13(a) of the Exchange Act and Rules 10b-5, 12b-20 and 13a-1 thereunder and permanently enjoining him from violating those provisions. The Court also ordered Andrews to disgorge proceeds of the fraud totaling $65,000 and pay prejudgment interest of $19,601.41 and a civil penalty. In addition, the Court barred Andrews from acting as an officer or director of any public company. A hearing will be scheduled before an administrative law judge to determine whether the allegations contained in the Order are true, to provide Andrews an opportunity to dispute these allegations and to determine whether a penny stock bar is in the public interest. The Order requires that the administrative law judge shall issue an initial decision no later than 210 days from the date of service of the Order, pursuant to Rule 360(a)(2) of the Commission’s Rules of Practice. (Rel. 34-50234; File No. 3-11596) IN THE MATTER OF L. ANDREW SHUPE On August 24, the Commission issued an Order Making Findings and Imposing Remedial Sanctions and Cease-and -Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Sections 15(b) and 21C of the Securities Exchange Act of 1934 (Order) against L. Andrew Shupe II, an investment banker from Western Pennsylvania, barring Shupe from association with any broker or dealer and ordering Shupe to cease and desist from committing or causing any violations and any future violations of Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. The Order finds that Shupe served as investment banker for a $9.6 million offering in June 2000 of purportedly tax-exempt notes by the Neshannock Township School District, located in Lawrence County, Pennsylvania (Notes). The Order also finds that the Notes were offered and sold on the basis of a materially false and misleading disclosure document drafted by Shupe. That disclosure document did not accurately describe the use of the Note proceeds, and did not disclose the resulting risk to the Notes’ purported tax-exempt status. According to the Order, Shupe marketed the issuance of the Notes to the School District as a way to earn $225,000 of interest rate arbitrage profit, by investing the net Note proceeds for three years without spending any of those proceeds on capital projects. The tax-exempt status of the Notes however was dependent upon, among other matters, the School District reasonably expecting on an objective basis to spend substantially all of the Note proceeds on capital projects within three years of the Notes’ issuance. According to the Order, Shupe made a presentation to the School Board, including a written financing proposal, listing $225,000 as the total amount available for capital improvements after the issuance of the Notes. The Order further finds that the Internal Revenue Service subsequently issued a preliminary determination that the Notes were taxable arbitrage notes. The School District and the IRS have since entered into an agreement that, among other things, preserves the tax-exempt status of the Notes. The Order finds that Shupe willfully violated, aided and abetted and caused the School District’s violations of the anti-fraud provisions of the federal securities laws, particularly Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. On the basis of Shupe’s representations in sworn financial statements and other documents and information furnished to the Commission, payment of disgorgement was waived and civil penalties were not imposed. Shupe consented to the issuance of the Order without admitting or denying any of the allegations in the administrative proceeding. (Rels. 33-8459; 34- 50235; File No. 3-11462) SEC SUES PIRANHA INC. AND TWO FORMER OFFICERS On August 23, the Commission filed a civil lawsuit in federal district court in Dallas, Texas, alleging an accounting-fraud and market- manipulation scheme involving the stock of Piranha, Inc., a development- stage technology company formerly traded on the OTC Bulletin Board. The SEC alleges that the scheme was orchestrated by Piranha’s former CFO and principal shareholder Richard S. Berger, 70, of Chicago, Illinois, and the company’s former CEO Edward W. Sample, 53, of Plano, Texas. According to the SEC’s complaint, Piranha issued numerous misleading press releases, during 2000 and 2001, presenting the company as a promising software-technology company with the potential for huge earnings when, in truth, the company never developed a commercially marketable product and generated virtually no revenue. Piranha is also alleged to have filed false reports with the SEC that materially overstated the value of the company’s principal asset, a mathematical algorithm from which the company intended to develop various software products. These reports also failed to disclose and wrongly accounted for $675,000 that Berger allegedly misappropriated from the company. During the scheme, Piranha’s stock price reached $65 per share, giving the company a market capitalization of over $596 million within just four months of its inception. The complaint also alleges that Berger profited from the scheme by selling more than $1.5 million of Piranha shares individually and through his wife, Linda A. Shaughnessy, of Chicago, Illinois, who acted as his nominee in selling the shares. The SEC’s complaint alleges that Piranha, Berger, and Sample violated the anti-fraud provisions of the federal securities laws found in Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5; that Berger violated Section 17(a) of the Securities Act of 1933; that Piranha, aided and abetted by Berger and Sample, violated the issuer- reporting and internal-controls provisions found in Sections 13(a) and 13(b)(2) of the Exchange Act and Rules 12b-20, 13a-1, and 13a-13; that Berger and Sample violated Section 13(b)(5) of the Exchange Act and Rule 13b2-1, which prohibit falsifying books and records of SEC reporting companies; and that Berger violated Exchange Act Rule 13b2-2 by making false statements to an accountant. The SEC is seeking permanent injunctions against Piranha, Berger, and Sample, civil penalties and officer-and-director bars against Berger and Sample, and disgorgement plus prejudgment interest against Berger. The SEC also named Shaughnessy as a relief defendant, solely for the purpose seeking disgorgement of the proceeds from her stock sales. Finally, without admitting or denying the allegations in the complaint, Sample consented to the entry of a permanent injunction; a five-year officer- and-director bar; and a $25,000 civil penalty. Sample’s settlement is subject to Court approval. [SEC v. Piranha, Inc., et al., Civil Action No. 3:04-CV-1829-N, USDC, NDTX (Dallas Division) (LR-18842; AAE Rel. 2084) CIVIL ACTION AGAINST KENNETH LIVESAY On August 19, the Honorable Virginia Emerson Hopkins, U. S. District Judge for the Northern District of Alabama, entered a Final Judgment as to defendant Kenneth K. Livesay (Livesay), formerly senior vice president, chief information officer and assistant controller of HealthSouth Corporation. The Final Judgment enjoined him from further violations of Section 17(a) of the Securities Act of 1933 (Securities Act), Sections 10(b) and 13(b)(5) of the Securities Exchange Act of 1934 (Exchange Act) and Rules 10b-5 and 13b2-1 thereunder, and from aiding and abetting violations of Section 17(a) of the Securities Act, Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act and Rules 10b-5, 12b-20, 13a-1 and 13a-13 thereunder. Livesay was also permanently barred from serving as an officer or director of a public company. Livesay was not ordered to pay disgorgement and civil penalties in view of the forfeiture and fine ordered against him in the related criminal proceeding. Livesay consented to the entry of the judgment without admitting or denying any of the allegations of the Commission’s Complaint. The Commission's complaint alleged that Livesay made or directed HealthSouth employees to make false accounting entries to inflate reported operating results in order to meet or exceed Wall Street earnings expectations. [SEC v. Kenneth K. Livesay, et al., United States District Court for the Northern District of Alabama, Civil Action No. CV-03-HS-0758-S] (LR-18843; AAE Rel. 2083) SEC FILES EMERGENCY CIVIL ACTION AND OBTAINS ASSET FREEZE AGAINST TRUEHEDGE CAPITAL AND SCOTT B. KAYE On August 23, the Commission filed an emergency action in U.S. District Court in Wichita, Kansas against a Wichita-based hedge fund and its manager, alleging that the hedge fund manager fraudulently promoted the hedge fund by lying to investors and then spent their money on his personal expenses, including the construction of his new private residence in Wichita. The Commission simultaneously filed in the civil action, and the court granted, a motion seeking an asset freeze and other emergency relief against the defendants, in order to prevent the dissipation or concealment of assets that the Commission claims should be paid as civil money penalties and disgorgement of illegal profits. In its complaint, the Commission alleged that Scott B. Kaye, of Wichita, is the sole managing member of TrueHedge Advisors, L.L.C. (“TrueHedge Advisors”), the unregistered investment adviser of TrueHedge Capital Partners, L.P. (“TrueHedge Capital”), a hedge fund based in Wichita. From June 2002 through February 2003, according to the Commission’s complaint, Kaye and TrueHedge Advisors raised $1.9 million for TrueHedge Capital by selling limited partnership interests to 18 investors. The Commission further alleges that, whereas the private placement memorandum claimed TrueHedge Advisors and Kaye would use the funds to operate a hedge fund, investing in stocks and options, Kaye misappropriated more than a third of the offering proceeds. In its action, the Commission charged Kaye, TrueHedge Advisors, and TrueHedge Capital Partners with violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, as well as Sections 206(1) and 206(2) of the Investment Advisers Act of 1940. The Commission is seeking permanent injunctions, an order requiring the defendants to disgorge any illicit profits from their fraudulent scheme, plus prejudgment interest, and civil money penalties. The Commission also filed a motion on August 23, seeking, against each of the defendants, ex parte emergency relief, including an accounting, an asset freeze, and an order prohibiting the destruction or alteration of documents and expediting discovery. The court granted all relief sought by the Commission in its motion. [SEC v. Scott B. Kaye, et al., Civil Action No. 04:1275MLB, United States District Court for the District of Kansas (Wichita Division)] (LR-18845) SEC CHARGES FORMER BIOTECH COMPANY EMPLOYEE WITH INSIDER TRADING On August 24, the Commission filed insider trading charges against the former Associate Director of External Reporting at VaxGen, Inc., a Brisbane, California biotechnology company. The defendant, John Patrucco, was responsible for preparing reports filed with the Commission disclosing to the public material information about VaxGen. The Commission alleges that Patrucco purchased VaxGen stock based on his advance knowledge that the Food and Drug Administration had approved VaxGen’s Investigational New Drug application for a potential anthrax vaccine. As part of his SEC reporting duties, Patrucco later prepared a report on Form 8-K filed with the Commission disclosing the news to the public. After news of the FDA approval was announced, VaxGen’s stock price rose nearly 70%. Patrucco later sold the shares, realizing a nearly $8,000 profit. The Commission’s lawsuit, brought in federal district court in San Francisco, charges Patrucco with trading on the basis of material, nonpublic information in violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. Without admitting or denying the allegations, Patrucco has agreed to settle the action by paying $8,366.38 in disgorgement and prejudgment interest and a $12,000 civil penalty (1.5 times his illegal profit). Patrucco also consented to a judgment enjoining him from violating Section 10(b) of the Exchange Act and Rule 10b-5 thereunder. [SEC v. John Patrucco, Case No. C 04- 3515 WDB (N.D. Cal.)] (LR-18846) ORDER OF PERMANENT INJUNCTION ENTERED AGAINST ROBERT CORD BEATTY On August 23, the Honorable Judge Paul Cassell enjoined defendant Robert Cord Beatty (“Beatty”) from future violations of the antifraud, lying to auditors and issuer books and records provisions of the federal securities laws. The Commission filed its Complaint against Beatty and others on August 10, 1998, alleging that Beatty and others engaged in a scheme to inflate the assets of Diamond Entertainment, Inc. by acquiring $5 million in certificates of deposit ostensibly issued by a Russian bank but actually created at a Kinko’s copy center in Hollywood, Florida. The Complaint alleged that in order to finance the acquisition of the certificates of deposit Beatty and others arranged to have Chariot Entertainment, Inc. issue stock, ostensibly in reliance on Regulation S, to a California corporation; those shares were then sold after forty days with $1.5 million of the proceeds used to pay for the certificates of deposit. The Order against Beatty prohibits Beatty from further violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and violations of Section 13(b)(2)(A) of the Exchange Act and Rule 13b2- 2 promulgated thereunder. [SEC v. Autocorp Equities, Inc., et al., Docket No. (2:98CV0562, USDC, D.UT] (LR-18847) HOLDING COMPANY ACT RELEASES NORTHEAST UTILITIES A notice has been issued giving interested persons until Sept. 20, 2004, to request a hearing on a proposal by Northeast Utilities (NU), a registered holding company, to guarantee, indemnify and otherwise provide credit support (each, a Guarantee) to Northeast Utilities Service Company, a service company subsidiary of NU (NUSCO) and to The Rocky River Realty Company, a non-utility subsidiary of NU (RRR), as may be appropriate or necessary in the ordinary course of the NUSCO and the RRR businesses. The requested Guarantee limit is an aggregate amount of $100 million outstanding at any one time for the period ending June 30, 2007. (Rel. 35-27885) SELF-REGULATORY ORGANIZATIONS PROPOSED RULE CHANGE The National Association of Securities Dealers filed a proposed rule change (SR-NASD-2004-043), under Section 19(b)(2) of the Securities Exchange Act of 1934, to amend NASD Rules 2210 and 2211 of NASD to require mutual fund communications with the public that provide performance data to disclose the fund’s fees, expenses and standardized performance. Publication of the proposal is expected in the Federal Register during the week of August 23. (Rel. 34-50226) IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE A proposed rule change filed by the Philadelphia Stock Exchange relating to Phlx's Specialist Unit Fixed Monthly Fee has become effective under Section 19(b)(3)(A)(ii) of the Securities Exchange Act of 1934 (SR-Phlx- 2004-42). Publication of the proposal is expected in the Federal Register during the week of August 23. (Rel. 34-50229) 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 DATALOGIC INTERNATIONAL INC, 18301 VON KARMAN AVE, SUITE 250, IRVINE, CA, 92612, 949-260-0120 - 2,000,000 ($700,000.00) Equity, (File 333-118455 - Aug. 23) (BR. 08) S-3 RAMP CORP, 33 MAIDEN LANE, NEW YORK, NY, 10038, 212-440-1500 - 110,741,046 ($24,177,515.06) Equity, (File 333-118457 - Aug. 23) (BR. 03) S-8 I CRYSTAL INC, 5555 HILTON AVENUE, SUITE 207, BATON ROUGE, LA, 70808, 225-923-1034 - 0 ($750,000.00) Equity, (File 333-118458 - Aug. 23) (BR. 03) S-8 GIVEN IMAGING LTD, 2 HA CARMEL ST, NEW INDUSTRIAL PARK, YOQNEAM, L4, 20692, 1,000,000 ($32,330,000.00) Equity, (File 333-118473 - Aug. 23) (BR. 36) S-8 SILVERLEAF RESORTS INC, 1221 RIVERBEND DR, SUITE 120, DALLAS, TX, 75247, 2146311166 - 0 ($727,091.27) Equity, (File 333-118474 - Aug. 23) (BR. 08) S-3 CYBEX INTERNATIONAL INC, 10 TROTTER DRIVE, MEDWAY, MA, 02053, 5085334300 - 2,606,619 ($10,061,549.34) Equity, (File 333-118475 - Aug. 23) (BR. 05) S-3 SBC COMMUNICATIONS INC, 175 E HOUSTON, ROOM 9-Q-04, SAN ANTONIO, TX, 78205, 2108214105 - 0 ($9,250,000,000.00) Other, (File 333-118476 - Aug. 23) (BR. 37) S-4 OXFORD INDUSTRIES INC, 222 PIEDMONT AVE NE, ATLANTA, GA, 30308, 4046592424 - 0 ($200,000,000.00) Debt Convertible into Equity, (File 333-118485 - Aug. 23) (BR. 02) S-8 DOMINOS PIZZA INC, 30 FRANK LLOYD WRIGHT DRIVE, ANN ARBOR, MI, 48106, 1,000,000 ($13,450,000.00) Equity, (File 333-118486 - Aug. 23) (BR. 02) S-3 ASSOCIATED ESTATES REALTY CORP, 5025 SWETLAND COURT, RICHMOND HEIGHTS, OH, 44143-1467, 2162615000 - 5,000,000 ($46,850,000.00) Equity, (File 333-118487 - Aug. 23) (BR. 08) S-8 WEBSENSE INC, 10240 SORRENTO VALLEY RD, SAN DIEGO, CA, 92121, 8583208000 - 0 ($43,907,835.00) Equity, (File 333-118488 - Aug. 23) (BR. 08) S-8 TOTAL ENTERTAINMENT RESTAURANT CORP, 9300 EAST CENTRAL AVENUE, SUITE 100, WICHITA, KS, 67206, 2147540414 - 400,000 ($3,808,000.00) Equity, (File 333-118489 - Aug. 23) (BR. 05) S-8 DSL NET INC, 545 LONG WHARF DR, NEW HAVEN, CT, 06511, 2037721000 - 10,000,000 ($4,800,000.00) Equity, (File 333-118490 - Aug. 23) (BR. 37) S-2 ENVIRONMENTAL POWER CORP, ONE CATE STREET, 4TH FLOOR, PORTSMOUTH, NH, 03801, 6034311780 - 11,744,101 ($11,685,380.50) Equity, (File 333-118491 - Aug. 23) (BR. 02) S-3 MATTSON TECHNOLOGY INC, 2800 BAYVIEW DR, FREMONT, CA, 94538, 5106575900 - 5,950,000 ($45,309,250.00) Equity, (File 333-118492 - Aug. 23) (BR. 36) S-8 BJ SERVICES CO, 5500 NW CENTRAL DR, HOUSTON, TX, 77210, 7134624239 - 4,000,000 ($179,400,000.00) Equity, (File 333-118493 - Aug. 23) (BR. 04) F-1 CPFL Energy INC, RUA RAMOS BATISTA, 444, 13 ANDAR, SAO PAULO, D5, 04552-020, (55-11)3457-0645 - 0 ($250,000,000.00) Equity, (File 333-118494 - Aug. 23) (BR. ) S-3 NU SKIN ENTERPRISES INC, 75 WEST CENTER ST, ATTN: D. MATTHEW DORNY, PROVO, UT, 84601, 801-345-6100 - 1,500,000 ($38,490,000.00) Equity, (File 333-118495 - Aug. 23) (BR. 01) S-8 CYMER INC, 17075 THORNMINT COURT, SAN DIEGO, CA, 92127, 8583857300 - 0 ($4,952,000.00) Equity, (File 333-118496 - Aug. 23) (BR. 36) S-8 SHOPKO STORES INC, 700 PILGRIM WAY, GREEN BAY, WI, 54304, 9204972211 - 0 ($68,335,088.75) Equity, (File 333-118497 - Aug. 23) (BR. 02) SB-2 IMPROVENET INC, 1286 ODDSTAD DRIVE, REDWOOD CITY, CA, 94063, 6507018000 - 38,147,074 ($8,010,885.00) Equity, (File 333-118498 - Aug. 23) (BR. 08) S-3 FLEXTRONICS INTERNATIONAL LTD, 0654495255 - 2,807,188 ($32,423,022.00) Equity, (File 333-118499 - Aug. 23) (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 ------------------------------------------------------------------------------------------------ 20/20 NETWORKS INC NV 4.01,9.01 08/19/04 AARON RENTS INC GA 2.02,9.01 08/23/04 ACE LTD D0 8.01,9.01 08/20/04 ADVANCED ENERGY INDUSTRIES INC DE 4.01,9.01 08/16/04 AMEND ADVO INC DE 8.01,9.01 08/23/04 AFC ENTERPRISES INC MN 7,12 08/20/04 AGU Entertainment Corp. CO 5.05,9.01 08/18/04 AirRover Wi-Fi Corp. DE 4.01,9.01 08/20/04 ALASKA AIR GROUP INC DE 5,7 08/20/04 ALASKA AIRLINES INC AK 5,7 08/20/04 ALLIED FIRST BANCORP INC 8.01,9.01 08/23/04 AMEDISYS INC DE 8.01,9.01 08/18/04 AMERICAN EXPRESS CREDIT ACCOUNT MASTE DE 5,7 08/17/04 AMERICAN STATES WATER CO CA 7.01 08/20/04 ANTS SOFTWARE INC DE 8.01 08/18/04 ANWORTH MORTGAGE ASSET CORP MD 7.01,9.01 08/23/04 APPLERA CORP DE 5.02,7.01,9.01 08/20/04 ARAMARK CORP/DE DE 2.02,7.01,9.01 08/23/04 AROTECH CORP DE 2.01,9.01 08/10/04 Asset-Backed Funding Corp. ABFC Asset DE 5,7 06/30/04 ASSOCIATED ESTATES REALTY CORP OH 8.01 06/30/04 AUDIBLE INC 8.01 08/23/04 AZTAR CORP DE 2.03 08/20/04 BANK HOLDINGS NV 1.01,9.01 08/23/04 BEA SYSTEMS INC DE 7.01 08/23/04 BEAR STEARNS COMMERCIAL MORTGAGE SEC DE 5,7 08/18/04 BIOPHAN TECHNOLOGIES INC NV 7.01 08/23/04 BRE PROPERTIES INC /MD/ MD 8.01 08/19/04 BUSINESS OBJECTS S.A. 7.01,9.01 08/20/04 CANYON RESOURCES CORP DE 8.01,9.01 08/23/04 CAP ROCK ENERGY CORP 7,12 08/20/04 CAPITAL PROPERTIES INC /RI/ RI 8.01,9.01 08/23/04 CARRAMERICA REALTY CORP MD 5,7 08/18/04 CCC INFORMATION SERVICES GROUP INC DE 8.01,9.01 08/20/04 CCC INFORMATION SERVICES GROUP INC DE 8.01,9.01 08/23/04 CCI GROUP INC UT 8.01 07/29/04 CHAMPION INDUSTRIES INC WV 2.02 08/20/04 CHARYS HOLDING CO INC 8.01,9.01 08/08/04 CHINA DIGITAL WIRELESS INC 4,7 08/13/04 CIB MARINE BANCSHARES INC WI 8.01 08/19/04 CINCINNATI FINANCIAL CORP DE 7.01 08/23/04 CISCO SYSTEMS INC CA 1.01,7.01 08/23/04 COMMERCE ENERGY GROUP INC DE 7,9 08/18/04 CONMED CORP NY 5.01 08/18/04 CRESCENT BANKING CO GA 1.01,9.01 08/19/04 CROSS MEDIA MARKETING CORP DE 1.03,9.01 05/24/04 CROSSTEX ENERGY INC DE 7,12 08/20/04 CWMBS INC DE 5,7 07/30/04 CYMER INC NV 3.03,5.03,9.01 08/19/04 CYPRESS COMMUNICATIONS HOLDING CO INC DE 1.01 08/18/04 CYTOGENIX INC NV 4.01,9.01 08/23/04 DIVIDEND CAPITAL TRUST INC MD 2.01,7.01 06/03/04 AMEND DUCKWALL ALCO STORES INC KS 2.02,9.01 08/23/04 DUCKWALL ALCO STORES INC KS 2.02,7.01,9.01 08/23/04 DVI RECEIVABLES CORP VIII DVI RECEIVA DE 5,7 08/11/04 DVI RECEIVABLES CORP VIII DVI RECEIVA DE 5,7 08/11/04 DVI RECEIVABLES CORP VIII DVI RECEIVA DE 5,7 08/10/04 DVI RECEIVABLES CORP VIII DVI RECEIVA DE 5,7 08/09/04 DVI RECEIVABLES CORP VIII DVI RECEIVA DE 5,7 08/09/04 DVI RECEIVABLES CORP VIII DVI RECEIVA DE 5,7 08/09/04 DVI RECEIVABLES VIII LLC DE 5,7 08/11/04 DVI RECEIVABLES XIX LLC DE 5,7 08/10/04 DVI RECEIVABLES XVIII LLC DE 5,7 08/10/04 EBIX INC DE 2.02 08/16/04 EL PASO CGP CO DE 8.01,9.01 08/23/04 EL PASO CORP/DE DE 2.02,9.01 08/23/04 EL PASO PRODUCTION HOLDING CO DE 2.02,9.01 08/23/04 ELECTROGLAS INC DE 8.01,9.01 08/23/04 EMERSON ELECTRIC CO MO 7.01 08/23/04 ENERGY PRODUCERS INC NV 7.01,8.01 08/08/04 ESSENTIAL INNOVATIONS TECHNOLOGY CORP NV 5,7 08/16/04 EXCO RESOURCES INC TX 2.02,9.01 08/12/04 FEDEX CORP DE 7.01,9.01 08/23/04 FINANCE AMERICA MORTGAGE LOAN TRUST 2 DE 8.01,9.01 08/06/04 FIRST CONSULTING GROUP INC DE 5.02,9.01 08/23/04 FIRST FINANCIAL SERVICE CORP KY 8.01 08/18/04 First National Power Corp. DE 4.01 08/19/04 AMEND FIRST VIRTUAL COMMUNICATIONS INC DE 5 08/11/04 AMEND FLEXIBLE SOLUTIONS INTERNATIONAL INC NV 8.01 08/23/04 FLORIDA ROCK INDUSTRIES INC FL 8.01 08/20/04 GMAC COMMERCIAL MORTGAGE PASS-THR CER DE 5,7 08/20/04 GS MORT SEC CORP II COMMERCIAL MORT P DE 5,7 08/20/04 HERITAGE MANAGEMENT INC NV 4.01,9.01 08/23/04 HOLMES HERBS INC NV 4.01 08/21/04 HONDA AUTO REC 2003-3 OWNER TRUST DE 8.01,9.01 08/23/04 HONDA AUTO RECEIVABLES 2004-1 OWNER T DE 8.01,9.01 08/23/04 HONDA RECEIVABLES CORP AUTO REC 2003 DE 8.01,9.01 08/23/04 IMPAC MEDICAL SYSTEMS INC 4.01,9.01 08/16/04 INTELLIGROUP INC NJ 5.02,7.01,9.01 08/23/04 ISA INTERNATIONALE INC DE 2 08/20/04 ITLA CAPITAL CORP CA 7.01 08/23/04 JACKSON HEWITT TAX SERVICE INC DE 2.02,9.01 08/23/04 KEY ENERGY SERVICES INC MD 2.02,9.01 08/19/04 Keycorp Student Loan Trust 2004-A DE 5 08/20/04 KNIGHT TRADING GROUP INC DE 7.01,9.01 08/23/04 LANNETT CO INC DE 2.02,9.01 08/20/04 LIBERATE TECHNOLOGIES DE 7.01,9.01 08/20/04 LION CAPITAL HOLDINGS INC DE 4.01 08/13/04 Logistical Support, Inc UT 9.01 05/27/04 AMEND LORAL ORION INC DE 8.01,9.01 08/19/04 LORAL SPACE & COMMUNICATIONS LTD D0 8.01,9.01 08/19/04 LYONDELL CHEMICAL CO DE 8.01,9.01 08/23/04 MAINE & MARITIMES CORP 4.01 08/23/04 MARMION INDUSTRIES CORP NV 4.01,9.01 08/20/04 McAfee, Inc. DE 8.01,9.01 08/20/04 MEDAREX INC NJ 8.01,9.01 08/23/04 METALS USA INC DE 5.02 08/23/04 METROPCS INC 8.01,9.01 08/20/04 MOBILEPRO CORP DE 8.01,9.01 08/19/04 MONDAVI ROBERT CORP CA 5 08/20/04 MORGAN STAN DEAN WIT CAP COM MORT PS DE 5,7 08/20/04 MORTGAGE ASSET SECURITIZATION TRANSAC DE 8.01,9.01 08/20/04 NANOMETRICS INC CA 4.01,7.01 06/18/04 AMEND NATIONAL HEALTHCARE TECHNOLOGY INC CO 4.01,9.01 08/19/04 NELNET INC NE 5.02 08/19/04 NEOMAGIC CORP DE 3.02,9.01 08/20/04 NEW BRUNSWICK SCIENTIFIC CO INC NJ 8.01 08/23/04 NEWMONT MINING CORP /DE/ DE 5,7 08/19/04 NEWTEK BUSINESS SERVICES INC NY 8.01 08/23/04 NOVOSTE CORP /FL/ FL 5.03,9.01 08/17/04 NTN COMMUNICATIONS INC DE 4.01,9.01 08/18/04 OLYMPIC CASCADE FINANCIAL CORP DE 8.01,9.01 08/20/04 OLYMPIC ENTERTAINMENT GROUP INC /NV/ NV 5.03 08/23/04 ONLINE PROCESSING INC NV 9.01 08/23/04 ONLINE PROCESSING INC NV 4.01,9.01 08/23/04 AMEND ONYX ACCEPTANCE FINANCIAL CORP DE 8.01,9.01 08/16/04 PAINCARE HOLDINGS INC CT 2.01,9.01 08/23/04 PEOPLESWAY COM INC NV 4.01 06/30/04 AMEND PETER KIEWIT SONS INC /DE/ DE 8.01,9.01 08/20/04 PETMED EXPRESS INC FL 8.01 08/17/04 PHARMOS CORP NV 8.01,9.01 08/20/04 POOLED AUTO SECURITIES SHELF LLC DE 8.01,9.01 08/20/04 PRIVATEBANCORP INC DE 5.04 08/20/04 QUINCY GOLD CORP. NV 5.02,8.01 08/19/04 RAAC Series 2004-SP2 DE 9.01 08/23/04 RAPID BIO TESTS CORP NV 5,7 08/18/04 RED ROBIN GOURMET BURGERS INC DE 8.01,9.01 08/17/04 RESIDENTIAL ASSET MORTGAGE PRODUCTS I DE 9.01 08/23/04 RG GLOBAL LIFESTYLES INC CA 2.01,5.01,9.01 07/28/04 ROBOCOM SYSTEMS INTERNATIONAL INC NY 2.02 08/23/04 ROFIN SINAR TECHNOLOGIES INC DE 8.01 08/23/04 SABRE HOLDINGS CORP DE 7.01,9.01 08/23/04 SAN JUAN BASIN ROYALTY TRUST TX 2.02,9.01 08/20/04 SANFILIPPO JOHN B & SON INC DE 2.02,9.01 08/19/04 SCHOOL SPECIALTY INC WI 8.01,9.01 08/23/04 SCS TRANSPORTATION INC DE 7.01,9.01 08/23/04 SECURITY BANK CORP GA 2.02,9.01 08/19/04 SELECT MEDICAL CORP DE 7.01 08/23/04 SHIRE PHARMACEUTICALS GROUP PLC 8.01,9.01 08/23/04 SILICON IMAGE INC DE 1.01,1.02,5.02,9.01 08/17/04 SiVault Systems, Inc. NV 5.02,8.01,9.01 07/28/04 SONUS NETWORKS INC DE 2.02,9.01 08/23/04 SOUTHERN COMMUNITY BANCORP FL 1.01,9.01 08/12/04 SOUTHWALL TECHNOLOGIES INC /DE/ DE 4.01,9.01 08/16/04 SPANISH BROADCASTING SYSTEM INC DE 1.01,9.01 08/17/04 SPORTS CLUB CO INC DE 4.01 08/20/04 STEEL DYNAMICS INC IN 5.02 08/23/04 STRUTHERS INC/SC NV 2.01,5.01 08/13/04 SUNAIR ELECTRONICS INC FL 2,7 08/06/04 SYNERGY BRANDS INC DE 5.02 08/23/04 TANGER FACTORY OUTLET CENTERS INC NC 5.02 08/23/04 TIPPINGPOINT TECHNOLOGIES INC DE 2.02,9.01 08/23/04 TOUCHTUNES MUSIC CORP NV 5.02 08/17/04 TOYS R US INC DE 2.02,9.01 08/23/04 TVI CORP MD 8.01,9.01 08/23/04 UNIFIED WESTERN GROCERS INC CA 5 08/20/04 UNITED CAPITAL CORP /DE/ DE 1.01,9.01 08/18/04 UNITRIN INC DE 1.01,8.01,9.01 08/20/04 UNIVERSAL ACCESS GLOBAL HOLDINGS INC DE 4.01,9.01 08/16/04 UNIVERSAL EXPRESS INC/ NV 4.01,9.01 07/29/04 VIROPHARMA INC DE 8.01,9.01 08/23/04 VISUAL DATA CORP FL 2.02,7.01,9.01 08/17/04 VISUAL NETWORKS INC DE 4.01,9.01 08/17/04 VORNADO REALTY TRUST MD 8.01,9.01 08/17/04 Wells Fargo Mortgage Backed Securitie DE 5,7 07/29/04 WOLVERINE TUBE INC DE 4.01,9.01 08/19/04 WORLD WRESTLING ENTERTAINMENTINC DE 2.02,9.01 08/23/04 XL CAPITAL LTD 9.01 08/23/04 YP CORP NV 7,12 08/20/04