Tyco, SEC reach $50m settlement
NEW YORK (Bloomberg) ? Tyco International Ltd. will pay $50 million to settle US Securities and Exchange Commission allegations that the company inflated results by more than $1 billion under former chief executive officer Dennis Kozlowski.
The settlement covers allegations that Tyco engaged in improper accounting practices under Kozlowski from 1996 through 2002, the SEC said in papers filed today in US District Court in Manhattan. Kozlowski is now serving a prison sentence on separate charges for looting the Bermuda-based conglomerate.
?There are few if any cases that can match the greed and deception that existed at Tyco,? Scott Friestad, an SEC enforcement official in Washington, said in an interview yesterday. ?For many people, the Kozlowski era at Tyco became synonymous with executive corruption.?
Current CEO Ed Breen restated results and tightened accounting rules following Kozlowski?s ouster in June 2002. The SEC?s suit today alleges that Tyco inflated operating income by $567 million through its ADT security unit as well as $500 million through improper acquisitions accounting. Tyco still faces shareholder lawsuits, which some analysts have said could cost the company as much as $4 billion.
?The objectives of the SEC and shareholder litigation are very different,? said Jacob Frenkel, a former SEC enforcement attorney now in private practice. ?The SEC is concerned with violation of the federal securities laws and applying appropriate corrective measures. Shareholder litigation is about money.?
Tyco, the world?s biggest maker of electronic connectors, security systems and industrial valves, set aside reserves of $50 million in May 2005 to cover the cost of the SEC settlement. Under Breen, Tyco has replaced most top management and its entire board, and cut debt by more than half.
?We are pleased to close this chapter in Tyco history,? Breen said in a statement. ?The resolution of this investigation will have no financial impact on the company beyond that which we announced nearly a year ago.?
Tyco also was cited for disclosure violations involving executive compensation, the SEC said in a statement. The commission will continue to seek sanctions against Kozlowski, former chief financial officer Mark Swartz and former General Counsel Mark Belnick, Friestad said.
Kozlowski and Swartz are serving eight-and-a half to 25 years in New York State prison for stealing more than $150 million in unauthorised bonuses and defrauding Tyco shareholders of millions more. Belnick was acquitted in July 2004 of similar charges.
?Our accounting fraud cases against Kozlowski and Swartz are going forward, as is our case against Belnick for failing to disclose his executive compensation,? Friestad said.
In August 2005, Standard & Poor?s analyst Joel Levington said in a note that Tyco?s debt ratings assume about $4 billion in potential payment for adverse developments related to ?operational and litigation contingencies.? S&P rates the company?s debt BBB+, three levels above the lowest investment-grade rating.
