SEC NEWS DIGEST

Issue 2002-43                                                March 5, 2002

     

ENFORCEMENT PROCEEDINGS


ELLSWORTH MCCLAWS AND ALAN CLAGG BARRED
     
     On March 4, Ellsworth Wayne McClaws and Alan Clagg were barred from
     association with any broker or dealer. The sanction was ordered in an
     administrative proceeding before an administrative law judge.
     
     McClaws and Clagg were permanently enjoined from future violations of
     Section 5(a), 5(c), and 17(a) of the Securities Act of 1933 and Sections
     10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule l0b-5
     thereunder in the United States District Court for the Northern District
     of Texas. McClaws and Clagg declined to defend the administrative
     proceeding.  Based on the permanent injunction, the law judge barred
     McClaws and Clagg from association with any broker or dealer.  (Rel. 34-
     45498; File No. 3-10535)
     
SEC  ALLEGES FRAUD AGAINST PRINCIPALS OF DAYTONA BEACH BROKER RELATIONS  FIRM
THAT REAPED ILLEGAL PROFITS OF MORE THAN $3.4 MILLION IN CONNECTION WITH PUMP
AND DUMP SCHEMES
     
     The  Commission announced that on February 27, 2002 it filed  a  federal
     civil  action against David S. Heredia (Heredia), 31, of Apopka, Florida
     and  Raylen Parra (Parra), 24, of Orlando, Florida.  Heredia  and  Parra
     were  the  principals  of a now defunct broker relations  firm  Norrstar
     Advertising, Inc. (Norrstar) located in Daytona Beach, Florida.

     According to the SEC's complaint, from approximately September  1998  to
     September  1999, at the direction and under the supervision  of  Heredia
     and   Parra,   Norrstar's   staff  of  "broker   relations   executives"
     disseminated   false  and  misleading  information  to  the   investment
     community concerning the stock of at least five public companies  quoted
     on  the  Over-the-Counter Bulletin Board.  The complaint further alleges
     that  the  broker  relations  executives at Norstarr  made  hundreds  of
     thousands of telephone calls to registered representatives of registered
     broker-dealers, and sent faxes of "bullet sheets" -- prepared by Heredia
     and Parra -- making false and misleading material misrepresentations and
     omissions about the public companies touted.  The complaint also alleges
     that  while  touting  the  stock  of the  public  companies,  Norrstar's
     principals, Heredia and Parra, reaped illegal profits of more than  $3.4
     million  by engaging in the practice of "scalping" -- selling the  stock
     of  the public companies they were simultaneously recommending to others
     to purchase.  Finally, the complaint alleges that Heredia and Parra also
     failed  to  disclose the compensation they received  for  their  touting
     services.

     As a result, the Commission charges Heredia and Parra with violations of
     Section 17(a) and 17(b) of the Securities Act of 1933 and Section  10(b)
     of  the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.   The
     SEC  is also seeking in its lawsuit a permanent injunction, disgorgement
     of  ill-gotten  profits and a civil money penalty  against  Heredia  and
     Parra.  [SEC v. David S. Heredia and Raylen Parra, Case No. 6:02-CV-218-
     ORL-19-JGG, M.D. Fla., filed February 27, 2002]  (LR-17390)
     

INVESTMENT COMPANY ACT RELEASES


NUVEEN EXCHANGE-TRADED INDEX TRUST, ET AL.

     An  order  has  been issued on an application filed by Nuveen  Exchange-
     Traded  Index  Trust,  et al. The order permits an  open-end  management
     investment  company,  whose portfolios will  consist  of  the  component
     securities of certain domestic or foreign equity securities indices,  to
     issue  shares of limited redeemability that will trade in the  secondary
     market  at  negotiated prices. The order also permits certain affiliated
     persons  of  the  portfolios  to deposit securities  into,  and  receive
     securities  from,  the  portfolios,  and  certain  portfolios   to   pay
     redemption proceeds more than seven days after the tender of shares  for
     redemption under certain circumstances.  (Rel. IC-25451 - March 4)
     

HOLDING COMPANY ACT RELEASES


EXELON CORPORATION, ET AL.

     A  notice  has been issued giving interested persons until March  26  to
     request  a  hearing  on  a  proposal by Exelon Corporation  (Exelon),  a
     registered  holding  company,  and  four  subsidiary  companies,  Exelon
     Ventures   Company,  LLC,  Exelon  Enterprises  Company,   LLC,   Exelon
     Generation  Company,  LLC,  and  Exelon Energy  Delivery  Company,  LLC,
     (collectively, Applicants).  Applicants request the following  authority
     for the period ending June 30, 2005: 1) to expend up to $500 million  in
     the   aggregate   outstanding   at   any   time   on   development   and
     administrative/management  activities  related   to   exempt   wholesale
     generators,   foreign   utility  companies,  exempt   telecommunications
     companies, subsidiaries permitted under rule 58 of the Act, and  energy-
     related  subsidiaries operating outside the United States (collectively,
     Permitted  Nonutility Investments); 2) to expend up to $500  million  to
     construct  or  acquire  energy  assets incidental  and  related  to  its
     business as an electricity and energy commodities marketer/broker or  to
     acquire the securities of existing or new companies substantially all of
     whose  physical properties consist of energy assets; 3) to  acquire  the
     securities  of entities that would be created and organized  exclusively
     for  the purpose of acquiring, holding or financing or facilitating  the
     acquisition   of  Permitted  Nonutility  Investments  or   engaging   in
     development or administrative and management activities; 4) to undertake
     internal   reorganizations   of  existing   and   Permitted   Nonutility
     Subsidiaries  and businesses; and 5) to engage in energy management  and
     consulting  services  anywhere  outside the  United  States  and  energy
     marketing activities in Canada and Mexico. (Rel. 35-27493)

     
SELF-REGULATORY ORGANIZATIONS
     

IMMEDIATE EFFECTIVENESS OF PROPOSED RULE CHANGES

     A proposed rule change (SR-NASD-2002-20) and Amendment No. 1 thereto
     filed by the National Association of Securities Dealers through its
     subsidiary, The Nasdaq stock Market, Inc., relating to the use of share
     caps to comply with the shareholder approval rules of Nasdaq, have
     become immediately effective pursuant to Rule 19b-4 under the Securities
     Exchange Act of 1934.  (Rel. 34-45492)
     
     A proposed rule change filed by the National Association of Securities
     Dealers (SR-NASD-2002-31) under Section 19(b)(1) of the Securities
     Exchange Act of 1934 amending NASD Rule 4710, Participant Obligations in
     NNMS, has become effective under Section 19(b)(3)(A) of the Act.
     Publication of the proposal is expected in the Federal Register during
     the week of March 4.  (Rel. 34-45496)

ACCELERATED APPROVAL OF PROPOSED RULE CHANGE

     The Commission issued notice of filing and granted accelerated approval
     to a proposed rule change and Amendment No. 1 thereto (SR-CBOE-2002-07)
     submitted under Rule 19b-4 of the Securities Exchange Act of 1934 by the
     Chicago Board Options Exchange relating to the automatic execution of
     incoming RAES orders against manual quotes.  Publication of the proposal
     is expected in the Federal Register during the week of March 4.  (Rel.
     34-45490)

PROPOSED RULE CHANGE

     The National Association of Securities Dealers has filed a proposed rule
     change (SR-NASD-2002-27) under Section 19(b)(1) of the Securities
     Exchange Act of 1934 amending NASD Rule 3070 concerning the reporting of
     criminal offenses by Members and persons associated with a Member to the
     NASD. Publication of the proposal is expected in the Federal Register
     during the week of March 4.  (Rel. 34-45493)



WITHDRAWALS

     A notice has been issued giving interested persons until March 20 to
     comment on the application for withdrawal from listing and registration
     on the Pacific Stock Exchange of BellSouth Corporation Common Stock,
     $1.00 par value.  (Rel. 34-45494)
     
     A notice has been issued giving interested persons until March 20 to
     comment on the application for withdrawal from listing and registration
     on the Boston Stock Exchange of BellSouth Corporation Common Stock,
     $1.00 par value.  (Rel. 34-45495)
     
     An order has been issued granting the application of IPI, Inc. to
     withdraw its Common Stock, $.01 par value, from listing and registration
     on the American Stock Exchange, effective at the opening of business on
     March 5.  (Rel. 34-45497)

     
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-3     3DO CO, 100 CARDINAL WAY, REDWOOD CITY, CA, 94063, 6502613000 -
        21,552,227 ($14,224,469.82) Equity, (File 333-83576 - Mar. 1) (BR. 03)

S-8     BEAR STEARNS COMPANIES INC, 245 PARK AVE, NEW YORK, NY, 10167,
        2122722000 - 288,914 ($15,731,367.00) Equity, (File 333-83580 - Mar. 1)
        (BR. 07)

S-4     CYTYC CORP, 237 CEDAR HILL ST, MARLBOROUGH, MA, 01752, 5082638000 -
        23,485,354 ($532,732,359.00) Equity, (File 333-83582 - Mar. 1) (BR. 36)

SB-1    AURORA WIRELESS INC, 996 OLD EAGLE SCHOOL RD STE 1102, WAYNE, PA,
        19087, 6102931405 - 1,300,000 ($91,000.00) Equity, (File 333-83584 -
        Mar. 1) (BR. )

S-8     VOIP TELECOM INC//, 1116-1030 W GEORGIA STREET, VANCOUVER BC V6E 2YE,
        CA, 92660, 6044696957 - 2,000,000 ($20,000.00) Debt Convertible into 
		Equity, (File 333-83594 - Mar. 1) (BR. 05)

S-8     ATR SEARCH CORP, 29 E 31ST STREET, 2ND FLOOR, NEW YORK, NY, 10016,
        2127256150 - 1,825,000 ($209,875.00) Equity, (File 333-83596 - Mar. 1)
        (BR. 09)

S-8     SCAN OPTICS INC, 169 PROGRESS DR, MANCHESTER, CT, 06040, 8606457878 -
        1,115,000 ($267,600.00) Equity, (File 333-83598 - Mar. 1) (BR. 03)

S-3     IMH ASSETS CORP, 1401 DOVE STREET, SUITE 200, NEWPORT BEACH, CA, 92660,
        9494753600 - 0 ($3,000,000,000.00) Asset-Backed Securities,
        (File 333-83600 - Mar. 1) (BR. 05)

S-1     LIPOSCIENCE INC, 700 SPRING FOREST RD, SUITE 100, RALEIGH, NC, 27609,
        9192121999 - 0 ($100,000,000.00) Equity, (File 333-83602 - Mar. 1)
        (BR. )

S-4     WELLS FARGO & CO/MN, 420 MONTGOMERY ST, SIXTH AND MARQUETTE,
        SAN FRANCISCO, CA, 94163, 6126671234 - 0 ($82,501,292.00) Equity,
        (File 333-83604 - Mar. 1) (BR. 07)

S-3     PRICE LEGACY CORP, 17140 BERNARDO CENTER DRIVE, SUITE 300, SAN DIEGO,
        CA, 92128, 8586759400 - 0 ($500,000,000.00) Other, (File 333-83606 -
        Mar. 1) (BR. 08)

S-8     EARFUL OF BOOKS INC, 907 W FIFTH STREET, SUITE 203, AUSTIN, TX, 78703,
        5123432620 - 4,000,000 ($1,000,000.00) Equity, (File 333-83608 -
        Mar. 1) (BR. 04)

S-8     TALARIAN CORP, 333 DISTEL CIRCLE, LOS ALTOS, CA, 94022-1404,
        6509658050 - 0 ($880,225.92) Equity, (File 333-83610 - Mar. 1) (BR. 04)

S-3     ANNUITY & LIFE RE HOLDINGS LTD, VICTORIA HALL,
        VICTORIA STREET, PO BOX HM 1262, HAMILTON, HM BERMUDA, D0, 00000,
        4412951422 - 0 ($200,000,000.00) Debt Convertible into Equity,
        (File 333-83612 - Mar. 1) (BR. 01)

S-3     MORGAN STANLEY DEAN WITTER & CO, 1585 BROADWAY, NEW YORK, NY, 10036,
        2127614000 - 900,000,000 ($900,000,000.00) Other, (File 333-83616 -
        Mar. 1) (BR. 07)

S-3D    HIGHLANDS BANKSHARES INC /VA/, 340 W MAIN ST, C/O HIGHLANDS UNION BANK,
        ABINGDON, VA, 24210, 50,000 ($1,268,750.00) Equity, (File 333-83618 -
        Mar. 1) (BR. 07)

S-3     AMERICA FIRST MORTGAGE INVESTMENTS INC, 399 PARK AVENUE, 36TH FLOOR,
        NEW YORK, NY, 10022, 2129358760 - 0 ($27,030,000.00) Equity,
        (File 333-83620 - Mar. 1) (BR. 08)

S-8     HEALTHBRIDGE INC, 1177 WEST HASTINGS ST #1818,
        VANCOUVER BRITISH COLUMBIA, V6E 2K3, 6046021717 -
        5,000 ($1,250.00) Equity, (File 333-83622 - Mar. 1) (BR. 06)

S-8     MEMC ELECTRONIC MATERIALS INC, 501 PEARL DR, ST PETERS, MO, 63376,
        6364745000 - 7,000,000 ($27,510,000.00) Equity, (File 333-83624 -
        Mar. 1) (BR. 36)

S-3     ONYX ACCEPTANCE FINANCIAL CORP, 27051 TOWNE CENTER DR, STE 200,
        FOOTHILL, CA, 92610, 9494653500 - 0 ($1,000,000.00) Other,
        (File 333-83626 - Mar. 1) (BR. 05)

S-8     MEMC ELECTRONIC MATERIALS INC, 501 PEARL DR, ST PETERS, MO, 63376,
        6364745000 - 430,000 ($1,689,900.00) Equity, (File 333-83628 - Mar. 1)
        (BR. 36)

S-8     COLE NATIONAL CORP /DE/, 5915 LANDERBROOK DR, MAYFIELD HEIGHTS, OH,
        44124, 4404494100 - 0 ($3,875,000.00) Equity, (File 333-83630 - Mar. 1)
        (BR. 02)

S-8     GRIC COMMUNICATIONS INC, 1421 MCCARTHY BLVD, MILPITAS, CA, 95035,
        4089551920 - 0 ($2,375,723.69) Equity, (File 333-83632 - Mar. 1)
        (BR. 08)

S-4     KENTUCKY RIVER PROPERTIES LLC, 200 WEST VINE STREET, SUITE 8K,
        LEXINGTON, KY, 40507, 8592548498 - 0 ($94,187,838.00) Equity,
        (File 333-83634 - Mar. 1) (BR. )

S-8     OPHTHALMIC IMAGING SYSTEMS INC, 221 LATHROP WAY STE 1, SACRAMENTO, CA,
        95815, 9166462020 - 1,400,000 ($568,400.00) Equity, (File 333-83636 -
        Mar. 1) (BR. 36)

S-1     EON LABS INC, 787 SEVENTH AVE, NEW YORK, NY, 10019, 2127288116 -
        0 ($200,000,000.00) Equity, (File 333-83638 - Mar. 1) (BR. )

SB-2    FIRST SHARES BANCORP INC, 996 SOUTH STATE ROAD 135, GREENWOOD, IN,
        46143, 3178824780 - 0 ($4,000,000.00) Equity,
        0 ($3,960,000.00) Non-Convertible Debt, 0 ($40,000.00) Other,
        (File 333-83640 - Mar. 1) (BR. 07)

S-3     BEA SYSTEMS INC, 2315 NORTH FIRST STREET, -, SAN JOSE, CA, 95131,
        4085708000 - 0 ($9,537,109.00) Equity, (File 333-83642 - Mar. 1)
        (BR. 03)

S-8     CORPORATE VISION INC /OK, 6130 SOUTH MEMORIAL DR, STE A, TULSA, OK,
        74133, 9183072293 - 2,083,333 ($312,499.95) Equity, (File 333-83644 -
        Mar. 1) (BR. 05)

S-3     ISTAR FINANCIAL INC, 1114 AVENUE OF THE AMERICAS 27TH FLOOR, NEW YORK,
        NY, 10036, 2129309494 - 0 ($500,000,000.00) Equity, (File 333-83646 -
        Mar. 1) (BR. 08)

S-1     FIVE STAR QUALITY CARE INC, 400 CENTRE STREET, NEWTON, MA, 02458,
        617 796 8387 - 0 ($28,911,000.00) Equity, (File 333-83648 - Mar. 1)
        (BR. 08)

S-8     IMPAC MORTGAGE HOLDINGS INC, 1401 DOVE STREET, NEWPORT BEACH, CA,
        92660, 9494753600 - 1,120,069 ($9,274,171.32) Equity, (File 333-83650 -
        Mar. 1) (BR. 08)

S-8     TTI HOLDINGS OF AMERICA CORP, 76 N. BROADWAY, C, HIKSVILLE, NY, 11801,
        5169315700 - 203,000 ($22,330.00) Debt Convertible into Equity,
        (File 333-83654 - Mar. 4) (BR. 09)

S-8     DYCOM INDUSTRIES INC, 4440 PGA BLVD.  STE 500, FIRST UNION CENTER,
        PALM BEACH GARDENS, FL, 33410, 5616277171 -
        1,128,476 ($45,770,986.56) Equity, (File 333-83656 - Mar. 4) (BR. 06)

S-8     DYCOM INDUSTRIES INC, 4440 PGA BLVD.  STE 500, FIRST UNION CENTER,
        PALM BEACH GARDENS, FL, 33410, 5616277171 -
        240,000 ($3,662,720.00) Equity, (File 333-83658 - Mar. 4) (BR. 06)

S-4     LONGVIEW FIBRE CO, P O BOX 639, 300 FIBRE WAY, LONGVIEW, WA, 98632,
        2064251550 - 1 ($213,664,850.00) Non-Convertible Debt,
        (File 333-83660 - Mar. 4) (BR. 04)

S-8     CKE RESTAURANTS INC, 401 WEST CARL KARCHER WAY, ANAHEIM, CA, 92801,
        7147745796 - 0 ($8,380,398.08) Equity, (File 333-83666 - Mar. 4)
        (BR. 05)

SB-2    CADAPULT GRAPHIC SYSTEMS INC, 110 COMMERCE DRIVE, ALLENDALE, NJ, 07401,
        2012361100 - 2,288,330 ($242.11) Equity, (File 333-83668 - Mar. 4)
        (BR. 08)

S-8     NET2PHONE INC, 520 BROAD STREET, NEWARK, NJ, 07102, 9734122800 -
        0 ($790,500.00) Equity, (File 333-83670 - Mar. 4) (BR. 07)

S-4     NORTHROP GRUMMAN CORP /DE/, 1840 CENTURY PK E,
        C/O NORTHROP GRUMMAN CORP, LOS ANGELES, CA, 90067, 3105536262 -
        0 ($6,487,486,707.68) Other, (File 333-83672 - Mar. 4) (BR. 05)

S-8     ABCI HOLDINGS INC, 5897 OBERLIN DRIVE, SUITE 210, SAN DIEGO, CA, 92121,
        7604348486 - 0 ($50,000.00) Equity, (File 333-83674 - Mar. 4) (BR. 08)

S-8     MANTECH INTERNATIONAL CORP, 12015 LEE JACKSON MEMORIAL HIGHWAY,
        FAIRFAX, VA, 22033, 7032186000 - 0 ($4,512,500.00) Equity,
        (File 333-83676 - Mar. 4) (BR. 01)

S-1     KYPHON INC, 1350 BORDEAUX DR, SUNNYVALE, CA, 94089, 4085486500 -
        0 ($86,250,000.00) Equity, (File 333-83678 - Mar. 4) (BR. 36)

S-8     3 D SYSTEMS CORP, 26081 AVENUE HALL, VALENCIA, CA, 91355, 6612955600 -
        1,600,000 ($18,480,000.00) Equity, (File 333-83680 - Mar. 4) (BR. 03)

S-8     MANTECH INTERNATIONAL CORP, 12015 LEE JACKSON MEMORIAL HIGHWAY,
        FAIRFAX, VA, 22033, 7032186000 - 0 ($54,150,000.00) Equity,
        (File 333-83682 - Mar. 4) (BR. 01)

S-8     AMERICAN BIO MEDICA CORP, 122 SMITH ROAD, KINDERHOOK, NY, 12106,
        8002271243 - 4,000,000 ($3,579,150.00) Equity, (File 333-83684 -
        Mar. 4) (BR. 01)

S-3     ION NETWORKS INC, 2014944440 - 5,120,000 ($4,460,000.00) Equity,
        (File 333-83686 - Mar. 4) (BR. 03)

S-4     HARMAN INTERNATIONAL INDUSTRIES INC /DE/, 1101 PENNSYLVANIA AVENUE NW,
        STE 1010, WASHINGTON, DC, 20004, 2023931101 - 0 ($300,000,000.00) 
		Non-Convertible Debt, (File 333-83688 - Mar. 4) (BR. 02)

S-3     WIND RIVER SYSTEMS INC, 500 WIND RIVER WAY, ALAMEDA, CA, 94501,
        5107484100 - 0 ($150,000,000.00) Debt Convertible into Equity,
        (File 333-83690 - Mar. 4) (BR. 03)

S-3     PRECIS SMART CARD SYSTEMS INC, 2500 SOUTH MCGEE DR, SUITE 147,
        OKLAHOMA CITY, OK, 73072, 4057525550 - 0 ($20,178,000.00) Equity,
        (File 333-83692 - Mar. 4) (BR. 08)