Come home to America
BOSTON (Reuters) - Calpers, the largest US pension fund, and several other pensions yesterday stepped up their publicity campaign against Tyco International Ltd.'s Bermuda address with a full-page ad in the Wall Street Journal that shows a man working from his laptop on a beach.
The ad shows a postcard that reads “Ahhh...Bermuda” and shows a businessman holding an umbrella with “TYCO” stencilled on it. He also is sitting on a suitcase marked “TYCO.”
“A nice place for a vacation ... But should US companies take legal refuge there?” the ad copy reads. Ingersoll-Rand Co., Caymans-registered McDermott International Ltd. MDR.N , Nabors Industries Inc., and Cooper Industries Ltd. also are listed as companies that have “established mailing addresses in offshore havens to avoid taxes.”
Calpers, the California Public Employees' Retirement System, has thrown its weight behind a shareholder resolution that urges Tyco to spurn its Bermuda address and return to the United States.
Investors will vote on the non-binding resolution next week at Tyco's annual meeting.
Calpers and others say offshore incorporations such as Bermuda weaken shareholder protections.
Tyco shares plummeted last year as an investigation mushroomed into criminal charges against three former senior executives and the former director that led the board's corporate governance committee.
Tyco, which has a new senior management team, will elect a new slate of directors at its March 6 annual meeting in Bermuda.
Tyco also has a senior executive dedicated to corporate governance.
“They will take a close and serious look at where the company should be incorporated,” Tyco spokesman Gary Holmes said.
Former Tyco chairman Dennis Kozlowski and ex-finance chief Mark Swartz are accused of looting Tyco out of $600 million through unauthorised pay and fraudulent stock sales.
The men have pleaded not guilty to the charges.
Through a reverse merger with ADT Ltd. in 1997, Tyco moved to Bermuda to minimise its taxes.
Tyco keeps a nominal staff there and operates from executive offices in New York City.
Tyco makes everything from diapers to burglar alarms, and its Bermuda charter got little attention when its stock soared in the late 1990s.
But last year, Tyco became a leading corporate poster child for corporate governance gone awry.
Some investors argue that a move back to the United States would raise Tyco's taxes, hurt earnings and undermine the health of a company strapped with heavy debt.
Tyco shares were up 17 cents at $14.92 in afternoon trading on the New York Stock Exchange.
