SEC NEWS DIGEST

Issue 2002-93                                                    May 14, 2002

COMMISSION ANNOUNCEMENTS
     

RONALD  LONG,  ADMINISTRATOR OF THE SEC'S PHILADELPHIA OFFICE  TO  LEAVE  THE
COMMISSION

     Ronald  C.  Long,  District Administrator of the  Philadelphia  District
     Office,  announced  today  that he will be leaving  the  Securities  and
     Exchange  Commission  in June to accept a position as  chief  regulatory
     counsel with First Union Securities of Richmond, VA.
     
     Long,  47,  was  appointed district administrator  of  the  Philadelphia
     office  in March 1997.  During his tenure, the office has filed  several
     significant  enforcement cases, including those involving a $71  million
     fraud  against Pennsylvania public schools (SEC v. John Gardner  Black);
     an  accounting fraud that resulted in one of the largest failures  of  a
     non-profit  health  care organization (Allegheny Health,  Education  and
     Research Foundation); and an internet pump-and-dump scheme committed  by
     a 15-year old high school student (Jonathan Lebed).

     In  Sept.  1994,  Long  was appointed counselor to then-Chairman  Arthur
     Levitt,  providing advice to the chairman on a full range of  Commission
     enforcement matters.  He originally joined the Commission in  July  1990
     as  a  staff attorney in the Division of Enforcement, where he conducted
     investigations of securities law violations relating to financial fraud,
     insider trading, "free-riding," and investment adviser fraud.  He is the
     current chair of the SEC's Black Employment Program.

     "As  an  enforcement  staff  attorney, counselor  to  the  chairman  and
     district  administrator, I have had three of the greatest jobs not  just
     at  the  SEC, but in government," said Long.  "It is with a considerable
     degree  of sadness that I leave the Commission at a time when  its  work
     will  only  become more vital to our securities markets.  I am  excited,
     however,  about the opportunity to play a role in this rapidly  changing
     industry by working in the private sector."

     SEC  Chairman Harvey L. Pitt said: "Ron has played an important role  in
     the  success  of  the  Philadelphia District  Office's  enforcement  and
     regulatory programs over the past five years.  We wish him all the  best
     in  his  return  to  private  practice.  We will  miss  his  energy  and
     creativity."

     Prior  to  joining the Commission, Long was a litigation  attorney  with
     Hoge,  Fenton,  Jones & Appel Inc. in San Jose, Calif. for approximately
     seven  years. He graduated from Georgetown University Law Center in  May
     1983  and  earned  his bachelor's degree from Williams College  in  June
     1977.  (Press Rel. 2002-65)
     

ENFORCEMENT PROCEEDINGS
     
     
EX-WEGARD BROKER NEIL WHITE BARRED FROM THE SECURITIES INDUSTRY

     Neil  White,  formerly a stockbroker at a "boiler room" brokerage  firm,
     has  been  barred from association with any broker-dealer.  The sanction
     was  based on his felony conviction and was ordered in an administrative
     proceeding before an administrative law judge.
     
     White  was  convicted  of  conspiracy to commit  securities  fraud.  The
     wrongdoing that led to his conviction occurred during his employment  at
     L.C.  Wegard  & Co., Inc., where he and others had induced  unsuspecting
     investors to purchase speculative high-risk securities through  the  use
     of fraudulent and deceptive sales practices.    (Rel. 34-45917; File No.
     3-10702)
     
COMMISSION  DECLARES  DECISION  AS TO ALPHA TECH  STOCK  TRANSFER  AND  JAMES
FARRELL FINAL

     The  decision of an administrative law judge with respect to Alpha  Tech
     Stock  Transfer and James W. Farrell has become final.   The  law  judge
     found that Alpha Tech willfully violated Sections 17(a)(3) and 17A(d) of
     the  Exchange Act of 1934 and Exchange Act Rule 17Ad-10(b) and (g),  and
     Farrell willfully aided and abetted Alpha Tech's violations.  Alpha Tech
     did  not make and keep records as required and failed properly to record
     certificates of Say Yes Foods, Inc.  Alpha Tech also knew that  Say  Yes
     had  an  over-issuance of stock and did not buy shares to eliminate  the
     over-issuance.   The  law judge found Farrell aided  and  abetted  Alpha
     Tech's  breach of fiduciary duty to its principal for his  own  economic
     benefit.  The law judge revoked Alpha Tech's transfer agent registration
     and  barred Farrell from being associated with a transfer agent.   (Rel.
     34-45919; File No. 3-10456)
     
SECURITIES  AND EXCHANGE COMMISSION v. MAKE IT REEL PRODUCTIONS,  INC.,  CINE
STAR,  INC.,  JOSEPH RUBBO, ANGELA RUBBO (SR.), ANGELA RUBBO (JR.),  PASQUALE
RUBBO, NICHOLAS RUBBO, AND PETER RAGOFSKY

     The  Commission  announced today that it filed an Amended  Complaint  on
     April  9,  2002,  in its civil action against Make It Reel  Productions,
     Inc.  (MIR), Joseph Rubbo (J. Rubbo), MIR's president and CEO, and Peter
     D.  Ragofsky  (Ragofsky), a salesperson who touted investments  in  MIR.
     The  Amended Complaint charges the following additional defendants  with
     violations  of the antifraud and registration provisions of the  federal
     securities  laws:  Cine  Star, Inc. (Cine Star), a  nominee  corporation
     controlled  by J. Rubbo and several of his family members; Angela  Rubbo
     (Sr.),  J.  Rubbo's mother and a control person of MIR  and  Cine  Star;
     Angela Rubbo (Jr.), J. Rubbo's sister and the president of MIR; Pasquale
     Rubbo, J. Rubbo's brother and the supervisor of a boiler room that  sold
     unregistered MIR securities; and Nicholas Rubbo, J. Rubbo's brother  and
     a control person of Cine Star.

     The  Commission's Amended Complaint alleges as follows:  From  at  least
     January  through  February  2002, the Defendants  sought  to  raise  $90
     million  through  a fraudulent unregistered offering of MIR  securities.
     During  this  two-month  period,  MIR  raised  at  least  $80,500   from
     unsuspecting investors.  MIR solicited investors by placing an  Offering
     Memorandum  on  its  Internet web-site and  by  running  a  boiler  room
     operation  that  cold-called investors and touted MIR  securities.   The
     Offering  Memorandum  contained numerous  false  statements  concerning,
     among  other  things,  MIR's  rights to a movie  project  entitled  "New
     Horizons" purportedly starring Tom Cruise and Catherine Zeta-Jones.   In
     fact,  MIR never had any rights to "New Horizons" and neither Tom Cruise
     or  Catherine Zeta-Jones had made any commitments to the "New  Horizons"
     project.  The Offering Memorandum also falsely stated that only  15%  of
     the  proceeds  raised by MIR would be used for expenses  that  were  not
     related to MIR's purported media projects.  In reality, at least 60%  of
     the  proceeds raised were used by the Rubbos to pay personal  and  other
     expenses  related  to  the  MIR boiler room.  The  Rubbos  operated  MIR
     together  as  a  fraudulent  "family  business."   Each  of  the  Rubbos
     participated  in the drafting of the Offering Memorandum  and  they  all
     played  essential  roles  in  the operation  of  the  MIR  boiler  room.
     Investor proceeds were deposited into accounts in the name of Cine Star,
     which the Rubbos controlled.

     The  Commission's Amended Complaint charges all of the  defendants  with
     violations  of the antifraud and registration 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.  The Amended Complaint  also  seeks
     permanent  injunctions prohibiting future violations of  the  securities
     laws,  disgorgement,  and civil penalties.  On February  21,  2002,  the
     Commission   obtained  emergency  relief,  which   included   an   order
     temporarily restraining the Defendants from violating the antifraud  and
     registration provisions of the federal securities laws and freezing  the
     assets of MIR.  (See Litigation Release No. 17371).  MIR, J. Rubbo,  and
     Ragofsky  consented to preliminary injunctions, and MIR consented  to  a
     continuation  of  the asset freeze, on March 4, 2002.   (See  Litigation
     Release  No. 17393). [SEC v. Make It Reel Productions, Inc., Cine  Star,
     Inc.,  Joseph Rubbo, Angela Rubbo Sr., Angela Rubbo Jr., Pasquale Rubbo,
     Nicholas Rubbo, and Peter D. Ragofsky, 02 CV 60255, SDFL] (LR-17513)
     
COURT  ISSUES  PRELIMINARY  INJUNCTION AND  ASSET  FREEZE  AGAINST  NEW  YORK
BUSINESSMAN  MARTIN FIFE, FORMER BROKER DENNIS HERULA, RHODE ISLAND  ATTORNEY
MARY LEE CAPALBO AND OTHERS IN CONNECTION WITH FRAUDULENT OFFERING SCHEME
     
     The  Commission announced that, on May 8, 2002, the U.S. District  Court
     for  the  District  of  Rhode Island issued  a  written  order  imposing
     preliminary  injunctions and asset freezes against  Martin  D.  Fife,  a
     former  Dreyfus  fund  independent director,  Dennis  Herula,  a  former
     Raymond  James  broker, Mary Lee Capalbo, a Rhode Island  attorney,  and
     others  in connection with a fraudulent scheme that raised at least  $52
     million  from investors between 1999 and 2001.  The court had previously
     entered ex parte temporary restraining orders and asset freezes on April
     3, 2002 against the same defendants in connection with this conduct.
          
     The  Commission  alleged in its complaint, filed  April  1,  2002,  that
     British  citizen Michael Clarke and others promised investors exorbitant
     returns (such as a nearly 300% return in twelve banking days) through  a
     high  yield  trading program purportedly operated by Fife under  various
     names,  including Brite Business and Seaview Development  and  Holdings,
     Ltd.   According  to  the Commission's complaint, these  representations
     were  false because such high yield trading programs do not exist.   The
     complaint alleges that Fife, who until recently served as an independent
     director  of  several Dreyfus mutual funds, purportedly  ran  the  Brite
     Business  trading program, which he described as a "credit  enhancement"
     or  "balance sheet enhancement" program.  The complaint further  alleges
     that,   between   1999  and  2001,  Clarke  and  Fife   misappropriated,
     transferred  or lost approximately $13 million in investor  funds.   The
     Commission  does  not  allege  that  anyone  at  Dreyfus  knew   of   or
     participated  in  the fraudulent scheme.  According to the  Commission's
     complaint, most of the Brite Business investor funds were maintained  in
     a brokerage account in Rhode Island at Raymond James Financial Services,
     Inc.    The   complaint  alleges  that  Dennis  Herula,  the  registered
     representative  for  the Brite Business account,  and  his  wife,  Rhode
     Island  attorney  Mary  Lee  Capalbo,  played  integral  roles  in   the
     fraudulent  scheme and also misappropriated approximately $8 million  in
     investor  funds.   According to the complaint, Herula and  Capalbo  have
     both  made  false  statements or provided forged account  statements  to
     investors within the past several months.
     
     The complaint alleges that several other individuals participated in the
     fraudulent scheme.  The complaint further alleges that Charles Sullivan,
     a  non-practicing New York lawyer whose family formerly  owned  the  New
     England Patriots NFL franchise, incorporated Brite Business in the  U.S.
     and  made  false  statements to investors concerning their  investments.
     The complaint also alleges that Robert Wachtel, of California, and Johan
     Hertzog,  of Florida, collectively helped Clarke solicit $20 million  in
     investor  funds,  and that, in December 2001, Fife's  associate,  Farouk
     Khan,  of  New Jersey, attempted to solicit an additional investment  in
     the trading program from a Brite Business investor.
     
     The  Commission  alleged  in its complaint that (i)  defendants  Herula,
     Capalbo,  Fife,  Khan,  Seaview, Clarke, Wachtel  and  Hertzog  violated
     Section  17(a)  of  the  Securities Act of 1933, Section  10(b)  of  the
     Securities  and  Exchange Act of 1934 and Rule  10b-5  thereunder;  (ii)
     Sullivan  and  Capalbo  aided  and  abetted  violations  of  the   above
     provisions  of  the  securities laws; and (iii) Fife  violated  Sections
     206(1)  and  206(2)  of  the  Investment  Advisers  Act  of  1940.   The
     Commission  also  named as a relief defendant David L.  Ullom  of  Rhode
     Island,  who served as Herula's supervisor at Raymond James and received
     approximately $190,000 in Brite Business investor funds.
          
     After  a  two-day  preliminary injunction hearing concerning  defendants
     Herula,  Capalbo,  Fife, Khan and Seaview that concluded  on  April  24,
     2002,  the court entered a Memorandum and Order on May 1, 2002,  finding
     that  the  Commission  is  likely  to  succeed  in  proving  that  these
     defendants  violated  the  securities  laws,  and  there  is  a   strong
     likelihood  that violations may occur in the future if these  defendants
     are  not  enjoined.  The court further found that there is a  high  risk
     that  any remaining investor funds may be further depleted.  On  May  8,
     2002,  the court issued a written order imposing preliminary injunctions
     against  Herula,  Capalbo, Fife, Khan and Seaview,  and  imposing  asset
     freezes  against  all  defendants  except  for  Sullivan.   For  further
     information, please see, Litigation Release No. 17461 (April  5,  2002);
     Litigation  Release  No. 17334 (January 24, 2002) [subpoena  enforcement
     action  against  Defendant Capalbo]; and Litigation  Release  No.  17325
     (January   16,  2002)[subpoena  enforcement  action  against   Defendant
     Herula].  [SEC v. Dennis Herula, et al., USDC for the District of  Rhode
     Island, C.A. No. 02 154 ML] (LR-17514)
     

HOLDING COMPANY ACT RELEASES
     

DOMINION RESOUCES INC., ET AL.

     A  notice has been issued giving interested persons until June 4,  2002,
     to request a hearing on a proposal by Dominion Resources Inc., (DRI),  a
     registered holding company, its intermediate registered holding  company
     subsidiary, Consolidated Natural Gas Company, and certain DRI subsidiary
     companies to form and operate a money pool.  (Rel. 35-27528)

SELF-REGULATORY ORGANIZATIONS
     

PROPOSED RULE CHANGE

     A  proposed  rule  change has been filed by the  Chicago  Board  Options
     Exchange  relating to the removal of the restriction  on  Floor  Brokers
     from trading in the same crowds as affiliated Designated Primary Market-
     Makers  (SR-CBOE-2002-16).  Publication of the proposal is  expected  in
     the Federal Register during the week of May 13.  (Rel. 34-45909)

APPROVAL OF PROPOSED RULE CHANGE
     
     The Commission has approved a proposed rule change (SR-NASD-2001-44) and
     Amendment  No.  1  thereto  submitted by  the  National  Association  of
     Securities  Dealers,  through its subsidiary, the Nasdaq  Stock  Market,
     Inc., to allow electronic communications networks (ECNs) and alternative
     trading  systems (ATSs) to participate in the Over-the-Counter  Bulletin
     Board.  (Rel. 34-45915)

IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGE

     A  proposed  rule change filed by the National Association of Securities
     Dealers  to  establish  a  regulatory fee and to  increase  market  data
     revenue  sharing  (SR-NASD-2002-61) 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 May  13.
     (Rel. 34-45916)

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:
     <publicinfo@sec.gov>.  In most cases, this information is also available
     on the Commission's website: <www.sec.gov>.

S-8     STOCKGROUP INFORMATION SYSTEMS INC, 500-750 W PENDER STREET,
        VANCOUVER BRITISH COLUMBIA, CANADA V6C 2T7, A2, 99999999, 6043310995 -
        2,500,000 ($550,000.00) Equity, (File 333-88070 - May. 13) (BR. 08)

S-3     MEGO FINANCIAL CORP, 4310 PARADISE RD, LAS VEGAS, NV, 89109,
        7027373700 - 780,984 ($4,568,756.00) Equity, (File 333-88072 - May. 13)
        (BR. 08)

S-8     APTIMUS INC, 95 S JACKSON, STE 300, SEATTLE, WA, 98104, 2064419100 -
        2,365,000 ($3,973,200.00) Equity, (File 333-88074 - May. 13) (BR. 08)

S-8     LOUISIANA PACIFIC CORP, 111 SW FIFTH AVE, SUITE 4200, PORTLAND, OR,
        97204, 5032210800 - 5,000,000 ($59,050,000.00) Equity,
        (File 333-88076 - May. 13) (BR. 06)

S-4     MOBILITY ELECTRONICS INC, 7955 E REDFIELD RD, SCOTTSDALE, AZ, 85260,
        4805960061 - 0 ($4,185,000.00) Equity, (File 333-88078 - May. 13)
        (BR. 03)

S-8     KINDRED HEALTHCARE INC, ONE VENCOR PLACE, 680 S FOURTH ST, LOUISVILLE,
        KY, 40202, 5025967300 - 0 ($54,168,000.00) Equity, (File 333-88086 -
        May. 13) (BR. 08)

S-8     KEITHLEY INSTRUMENTS INC, 28775 AURORA RD, SOLON, OH, 44139,
        2162480400 - 0 ($60,254,250.00) Equity, (File 333-88088 - May. 13)
        (BR. 36)

SB-2    FENTON GRAHAM MARKETING INC, 7641 E GRAY ROAD, SUITE G, SCOTTSDALE, AZ,
        85256, 480-348-6464 - 6,000,000 ($120,000.00) Equity, (File 333-88090 -
        May. 13) (BR. 09)

S-8     ATPOS COM INC, 3051 NORTH FIRST ST, SAN JOSE, CA, 95134, 4084685400 -
        21,500,000 ($1,593,750.00) Equity, (File 333-88092 - May. 13) (BR. 03)

S-8     ICO INC, 5333 WESTHEIMER ROAD, SUITE 600, HOUSTON, TX, 77056,
        7133514100 - 0 ($1,043,000.00) Equity, (File 333-88094 - May. 13)
        (BR. 04)

S-8     COCA COLA CO, ONE COCA COLA PLAZA, ATLANTA, GA, 30313, 4046762121 -
        120,000,000 ($6,768,600,000.00) Equity, (File 333-88096 - May. 13)
        (BR. 02)

S-1     RIBAPHARM INC, 3300 WYLAND AVENUE, COSTA MESA, CA, 92626, 7145450100 -
        21,922,032 ($229,633,286.00) Equity, (File 333-88098 - May. 13) (BR. 01)

S-8     CARBO CERAMICS INC, 600 EAST LAS COLINAS BLVD, STE 1520, IRVING, TX,
        75039, 2144010090 - 250,000 ($9,682,500.00) Equity, (File 333-88100 -
        May. 13) (BR. 06)

S-3     AIRBORNE INC /DE/, P O BOX 662, SEATTLE, WA, 98111, 2062854600 -
        0 ($173,812,500.00) Debt Convertible into Equity, (File 333-88102 -
        May. 13) (BR. 05)

S-8     GLOBAL PREFERRED HOLDINGS INC, 11315 JOHN CREEK PARKWAY, DULUTH, GA,
        30097, 7702483311 - 0 ($22,560,000.00) Equity, (File 333-88104 -
        May. 13) (BR. 01)

S-8     ACTION PERFORMANCE COMPANIES INC, 4707 E BASELINE RD, PHOENIX, AZ,
        85040, 6023373700 - 1,000,000 ($43,800,000.00) Equity,
        (File 333-88114 - May. 13) (BR. 02)

S-4     SOUTH FINANCIAL GROUP INC, 102 S MAIN ST, GREENVILLE, SC, 29601,
        8642557900 - 4,465,141 ($101,818,959.00) Equity, (File 333-88116 -
        May. 13) (BR. 07)

S-8     CITY NATIONAL CORP, 400 N ROXBURY DR, BEVERLY HILLS, CA, 90210,
        3108886000 - 0 ($230,650,272.00) Equity, (File 333-88118 - May. 13)
        (BR. 07)

S-8     SKINTEK LABS INC, 959 SHOTGUN RD, SUNRISE, FL, 33326, 9544546015 -
        1,500,000 ($225,000.00) Equity, (File 333-88120 - May. 13) (BR. 02)

S-3     PHOTRONICS INC, 1061 INDIANTOWN RD, SUITE 318, JUPITER, FL, 33477,
        5617451222 - 0 ($38,275,783.00) Equity, (File 333-88122 - May. 13)
        (BR. 36)

S-4     AMERICAN AIRLINES INC, 4333 AMON CARTER BLVD, FT WORTH, TX, 76155,
        8179631234 - 0 ($1,871,943,809.00) Equity, (File 333-88124 - May. 13)
        (BR. 05)

S-8     ENDOVASC LTD INC, 15001 WALDEN RD STE 201, MONTGOMERY, TX, 77356,
        9364482222 - 21,500,000 ($1,593,750.00) Equity, (File 333-88126 -
        May. 13) (BR. 01)

S-3     LATTICE SEMICONDUCTOR CORP, 5555 NE MOORE COURT, HILLSBORO, OR,
        97124-6421, 5032688000 - 0 ($2,354,672.32) Equity, (File 333-88128 -
        May. 13) (BR. 36)

S-8     COCA COLA BOTTLING CO CONSOLIDATED /DE/, 4100 COCA COLA PLZ, CHARLOTTE,
        NC, 28211, 7045514400 - 250,000 ($7,162,500.00) Equity,
        (File 333-88130 - May. 13) (BR. 02)

S-8     MAJOR AUTOMOTIVE COMPANIES INC, 43-40 NORTHERN BLVD, LONG ISLAND, NY,
        11101, 7185206500 - 0 ($320,625.00) Equity, (File 333-88132 - May. 13)
        (BR. 02)

SB-2    ELECTRONIC CONTROL SECURITY INC, 790 BLOOMFIELD AVENUE,
        BLDG C1 - STE 1, CLIFTON, NJ, 07012, 9735478555 -
        2,151,625 ($2,323,755.00) Equity, (File 333-88134 - May. 13) (BR. 05)

S-8     SPECIALTY LABORATORIES, 2211 MICHIGAN AVENUE, SANTA MONICA, CA,
        90404-3900, 3108286543 - 0 ($14,216,285.00) Equity, (File 333-88136 -
        May. 13) (BR. 01)

S-8     DIGITAL ROOSTER COM INC, 366 BAY STREET, TORONTO ONTARIO, A6, 00000,
        4168151771 - 9,000,000 ($720,000.00) Equity, (File 333-88138 - May. 13)
        (BR. 08)

S-3     UNIROYAL TECHNOLOGY CORP, TWO N TAMIAMI TRAIL, STE 900, SARASOTA, FL,
        34236-5568, 9413662100 - 2,304,110 ($944,685.10) Equity,
        (File 333-88140 - May. 13) (BR. 06)

S-8     METRO-GOLDWYN-MAYER INC, 2500 BROADWAY ST, SANTA MONICA, CA, 90404,
        3104493000 - 0 ($9,888,000.00) Equity, (File 333-88142 - May. 13)
        (BR. 05)

S-4     GOTHAM GOLF CORP, 575 EAST CHOCOLATE AVE, HERSHEY, PA, 17033,
        7173121355 - 0 ($146,804,120.00) Other, (File 333-88144 - May. 13)
        (BR. )

S-3     GRANT PRIDECO INC, 1450 LAKE ROBBINS DRIVE, SUITE 600, THE WOODLANDS,
        TX, 77038, 2812978500 - 0 ($4,854,847.00) Equity, (File 333-88146 -
        May. 13) (BR. 04)

S-8     HANOVER DIRECT INC, 1500 HARBOR BLVD, WEEHAWKEN, NJ, 07087,
        2018653800 - 0 ($195,000.00) Equity, (File 333-88148 - May. 13) (BR. 02)

S-3     PROLOGIS TRUST, 14100 EAST 35TH PLACE, AURORA, CO, 80011, 3033759292 -
        0 ($105,603,811.22) Equity, (File 333-88150 - May. 13) (BR. 08)

S-3     HYPERTENSION DIAGNOSTICS INC /MN, 2915 WATERS ROAD SUITE 108, EAGAN,
        MN, 55121-1562, 6126879999 - 0 ($2,065,000.00) Equity,
        (File 333-88152 - May. 13) (BR. 36)

S-8     BROOKS AUTOMATION INC, 15 ELIZABETH DR, CHELMSFORD, MA, 01824,
        9782622400 - 0 ($16,245,000.00) Equity, (File 333-88154 - May. 13)
        (BR. 36)

S-8     HANOVER DIRECT INC, 1500 HARBOR BLVD, WEEHAWKEN, NJ, 07087,
        2018653800 - 0 ($2,145,000.00) Equity, (File 333-88156 - May. 13)
        (BR. 02)

S-8     BROOKS AUTOMATION INC, 15 ELIZABETH DR, CHELMSFORD, MA, 01824,
        9782622400 - 0 ($162,450,000.00) Equity, (File 333-88158 - May. 13)
        (BR. 36)

S-8     BROOKS AUTOMATION INC, 15 ELIZABETH DR, CHELMSFORD, MA, 01824,
        9782622400 - 0 ($24,367,500.00) Equity, (File 333-88160 - May. 13)
        (BR. 36)

S-8     KELLOGG CO, ONE KELLOGG SQ, P O BOX 3599, BATTLE CREEK, MI, 49016-3599,
        6169612000 - 2,500,000 ($89,075,000.00) Equity, (File 333-88162 -
        May. 13) (BR. 04)

S-3     NORTEL NETWORKS CORP, 8200 DIXIE ROAD SUITE 100, BRAMPTON,
        ONTARIO CANADA, A6, L6T 5P6, 9058631103 - 0 ($2,500,000,000.00) Other,
        (File 333-88164 - May. 13) (BR. 37)
     

RECENT 8K FILINGS

    Form 8-K is used by companies to file current reports on the following events:

    Item 1.  Changes in Control of Registrant.
    Item 2.  Acquisition or Disposition of Assets.
    Item 3.  Bankruptcy or Receivership.
    Item 4.  Changes in Registrant's Certifying Accountant.
    Item 5.  Other Materially Important Events.
    Item 6.  Resignations of Registrant's Directors.
    Item 7.  Financial Statements and Exhibits.
    Item 8.  Change in Fiscal Year.
    Item 9.  Regulation FD Disclosure.

     The following companies have filed 8-K reports for the date indicated and/or
amendments to 8-K reports previously filed, responding to the item(s) of the form
specified.   8-K  reports  may  be  obtained in  person  or  by  writing  to  the
Commission's Public Reference Branch at 450 Fifth Street, N.W., Washington,  D.C.
20549  or  at the following e-mail box address:  <publicinfo@sec.gov>.   In  most
cases,   this  information  is  also  available  on  the  Commission's   website:
<www.sec.gov>.

                                       STATE     8K ITEM NO.
NAME OF ISSUER                         CODE   1 2 3 4 5 6 7 8 9     DATE     COMMENT
------------------------------------------------------------------------------------
800AMERICA COM INC                      NV      X         X       10/27/00

800AMERICA COM INC                      NV      X         X       10/11/01

800AMERICA COM INC                      NV      X         X       09/24/01

ABAXIS INC                              CA            X   X       03/29/02

ABBOTT MINES LTD                        NV            X   X       05/10/02

ADELPHIA COMMUNICATIONS CORP            DE            X   X       05/08/02

AER ENERGY RESOURCES INC /GA            GA          X     X       05/06/02    AMEND

AIR TEST TECHNOLOGY INC                                   X       12/31/01

AIRPLANES LTD                           DE            X           05/13/02

AMC ENTERTAINMENT INC                   DE                X   X   03/28/02

AMEDISYS INC                            DE          X     X       04/30/02    AMEND

AMERICA FIRST REAL ESTATE INVESTMENT    DE      X                 03/31/02

AMERICAN SOIL TECHNOLOGIES INC          NV            X           05/13/02

AMERICAN STATES WATER CO                CA          X     X       05/13/02

ANTHRACITE CAPITAL INC                  MD            X   X       05/10/02

APPLEBEES INTERNATIONAL INC             DE                    X   05/13/02

ASSET BACKED SECURITIES CORP            DE            X   X       05/13/02

AT&T CORP                               NY            X           05/09/02

AUGUST TECHNOLOGY CORP                  MN            X   X       05/10/02

AVNET INC                               NY                X   X   05/10/02

B FAST CORP                             LA          X     X       05/09/02

BEPARIKO BIOCOM                         NV      X   X     X       04/25/02

BOISE CASCADE CORP                      DE          X     X       05/13/02

BROADVISION INC                         DE          X             05/07/02

CALDERA INTERNATIONAL INC/UT            DE          X             05/08/02

CALIFORNIA COASTAL COMMUNITIES INC      DE            X   X       05/09/02

CBL & ASSOCIATES PROPERTIES INC         DE          X             05/13/02

CHASE CREDIT CARD MASTER TRUST          NY            X           05/10/02

CHASE MORTGAGE FINANCE CORP             DE      X         X       04/26/02

CHATTEM INC                             TN          X     X       05/07/02

CHINA GLOBAL DEVELOPMENT INC            DE          X             03/26/02    AMEND

CIRCUIT RESEARCH LABS INC               AZ          X X   X       05/01/02

CLARION TECHNOLOGIES INC/DE/            DE            X           04/29/02

CORECOMM LTD /DE/                       DE                X   X   05/10/02

CYBERNET INTERNET SERVICES INTERNATIO   DE          X     X       05/07/02

CYTRX CORP                              DE            X   X       12/21/01    AMEND

DIRECTRIX INC                           DE            X           05/09/02

DONAR ENTERPRISES INC                   DE          X     X       05/09/02

EASYRIDERS INC                          DE      X         X       05/02/02

ECHO BAY MINES LTD                      A0            X   X       05/09/02

EMCOR GROUP INC                         DE      X         X       02/14/02    AMEND

EPRESENCE INC                           MA                X   X   05/14/02

EXUS NETWORKS  INC                      NV          X             05/08/02

FIBERMARK INC                           DE            X   X       05/09/02

FIRST INVESTORS FINANCIAL SERVICES GR   TX          X     X       05/13/02

FIRST MID ILLINOIS BANCSHARES INC       DE            X           05/07/02

FIRSTFED AMERICA BANCORP INC            DE                X       05/08/02    AMEND

FLOWSERVE CORP                          NY      X         X       05/02/02

GROUP 1 AUTOMOTIVE INC                  DE          X     X       05/09/02

HALLIBURTON CO                          DE            X   X       05/09/02

HARDINGE INC                            NY            X   X       05/07/02

HARTMARX CORP/DE                        DE            X   X       05/13/02

HEALTH SCIENCES GROUP INC               CO      X     X   X       04/26/02

HILB ROGAL & HAMILTON CO /VA/           VA            X   X       05/13/02

HLM DESIGN INC                          DE                X       05/13/02

HOENIG GROUP INC                        DE      X         X       04/26/02

HON INDUSTRIES INC                      IA          X             05/07/02

ICHANCE INTERNATIONAL INC               NV    X X     X   X       03/31/02

IMPAC SECURED ASSETS CORP               CA      X     X   X       03/28/02

INFORETECH WIRELESS TECHNOLOGY INC      NV          X             12/31/01

INSILICON CORP                                        X   X       05/08/02

INTELLIGENT SYSTEMS CORP                GA          X     X       05/10/02

INTERCEPT GROUP INC                     GA                X   X   05/06/02

INTERCEPT GROUP INC                     GA                X       04/09/02    AMEND

INTERWORLD CORP                         DE            X   X       05/03/02

INTUIT INC                              DE            X           05/08/02

J NET ENTERPRISES INC                   NV            X   X       05/03/02

JAVIEN INC                              DE                  X     03/01/02

JONES MEDIA NETWORKS LTD                CO          X     X       05/08/02

KAYDON CORP                             DE          X     X       05/10/02

LANGER INC                              NY      X         X       05/06/02

LIFEF X INC                             NV        X   X   X       05/10/02

LUCENT TECHNOLOGIES INC                 DE            X   X       05/13/02

MERRILL LYNCH MORTGAGE INVESTORS INC    DE            X   X       05/16/02

MPHASE TECHNOLOGIES INC                 NJ          X     X       05/10/02

NMXS COM  INC                           DE          X             05/08/02

NORTEL NETWORKS CORP                                  X   X       05/13/02

NORTEL NETWORKS LTD                                   X   X       05/13/02

ORASURE TECHNOLOGIES INC                DE            X   X       05/13/02

ORIGEN MANUFACTURED HOUSNG CNT SEN/SU   DE            X   X       05/15/02

PATRIOT TRANSPORTATION HOLDING INC      FL          X     X       05/08/02    AMEND

PEMSTAR INC                             MN            X   X       05/10/02

PEOPLES BANCORP INC                     OH            X           05/10/02

PREDICTIVE SYSTEMS INC                  DE            X   X       05/13/02

PROGRAMMERS PARADISE INC                DE          X     X       04/16/02    AMEND

QUIDEL CORP /DE/                        DE            X   X       05/09/02

RARE MEDIUM GROUP INC                   DE            X   X       05/13/02

RESIDENTIAL FUNDING MORTGAGE SECURITI   DE            X   X       04/29/02

RESPONSE ONCOLOGY INC                   TN            X   X       05/13/02

REVLON CONSUMER PRODUCTS CORP           DE                X       05/13/02

RIMPAC RESOURCES LTD/NM                 NV          X             04/30/02    AMEND

ROBBINS & MYERS INC                     OH            X           05/13/02

SEARS CREDIT ACCOUNT MASTER TRUST II    IL            X   X       05/08/02

SEQUOIA MORTGAGE FUNDING CORP           MD            X   X       05/10/02

SHEFFIELD PHARMACEUTICALS INC           DE            X   X       05/13/02

SHIRE PHARMACEUTICALS GROUP PLC                       X   X       05/13/02

SHOSHONE SILVER MINING CO INC           ID          X     X       03/20/02    AMEND

SUNTERRA CORP                           MD            X   X       04/25/02

SYBRON DENTAL SPECIALTIES INC           DE            X           05/10/02

SYBRON DENTAL SPECIALTIES INC           DE            X   X       05/13/02

TOO INC                                 DE            X   X       05/13/02

TOYS R US INC                           DE            X           05/04/02

TRANSNATIONAL FINANCIAL NETWORK INC     CA                  X     04/24/02

TRANSOCEAN SEDCO FOREX INC              E9            X           05/09/02

TRUDY CORP                              DE            X           05/13/02

UNIFAB INTERNATIONAL INC                LA            X   X       04/26/02

UNIROYAL TECHNOLOGY CORP                DE            X           05/13/02

UNITED BANCSHARES INC/OH                OH            X           05/07/02

US DATA AUTHORITY INC                   FL    X       X           04/29/02

USG CORP                                DE          X             05/13/02

USINTERNETWORKING INC                   DE            X           05/07/02

VAXGEN INC                              DE            X   X       04/24/02

VOIP TELECOM INC//                      NV      X                 06/30/02

WALGREEN CO                             IL          X             05/09/02

WELLS FARGO MORTGAGE BACKED SECURITIE   DE            X   X       03/28/02

WHITMAN EDUCATION GROUP INC             FL                X   X   05/13/02

WHITMAN EDUCATION GROUP INC             FL                X   X   05/13/02

WIRELESS WEBCONNECT INC                 DE    X       X   X       05/10/02

WRC MEDIA INC                           DE            X   X       05/09/02

WRIGHT MEDICAL GROUP INC                DE          X     X       05/10/02

XEROX CORP                              NY            X           05/13/02