New Charges Filed Against Ex-Tyco Execs

New York prosecutors on Thursday unveiled a broad range of new criminal charges against L. Dennis Kozlowski, the disgraced former chief executive of embattled manufacturing conglomerate Tyco International Ltd. (TYC), who is already under indictment for tax evasion.

Manhattan District Attorney Robert Morgenthau said a grand jury indicted Kozlowski, and Mark Swartz, Tyco's former chief financial officer, on charges of enterprise corruption. The charges allege that the two looted the Pembroke, Bermuda, company of more than $170 million.

Also, Mark Belnick, former general counsel, was indicted on charges he falsified records to conceal about $14 million in company loans to himself.

All three pleaded not guilty to the charges.

The criminal charges were announced bless than an hour after the Securities and Exchange Commission filed a related civil complaint against the three for failing to disclose tens of millions of dollars in low- or no-interest loans they took from the company.

Meanwhile Tyco's board, criticized for being too lax during Kozlowski's 10-year reign as chairman, also voted for most of its directors to step aside. The move is a clear transfer of power as new Tyco Chief Executive Edward Breen works to rehabilitate an image sullied by scandal, accounting worries, and strategic flip-flops.

Lawyers for the three, once the top executives in the company, did not immediately comment. They were to be arraigned later Thursday.

Tyco, a conglomerate based in Bermuda but headquartered in Exeter, N.H., had $34 billion in sales last year. The company makes everything from security systems to electronic components, telecommunications systems, medical devices and plastics.

The DA's office has moved to freeze $600 million in assets belonging to Kozlowski and Swartz. Each faces up to 25 years in prison. Belnick faces up to four years in prison on the falsifying records charge. 

The two men led a criminal enterprise "created and operated by the defendants for the purpose of stealing money from Tyco and defrauding investors by falsifying records, concealing material information and providing false information to Tyco's board of directors and stockholders," Morgenthau told a news conference. 

Kozlowski "looted the company by granting himself and others excessive compensation, including bonuses, without regard for restrictions put on compensation by the board of directors," Morgenthau said. 

As CEO, Kozlowski established a system allowing him to authorize millions of dollars in company money for personal expenses, covering his tracks by limiting the scope of internal audits and having the auditors report directly to him, the district attorney charged. 

Kozlowski entered into financial agreements with other Tyco directors and executives, deals that were kept secret from the board, Morgenthau said. 

The SEC charged that Kozlowski used $242 million from an employee loan program designed to help workers purchase Tyco stock to instead pay for yachts, fine art, jewelry, luxury apartments and vacations. It accused Swartz of misusing $32 million in company funds and Belnick of $14 million. 

The executives also failed to disclose when they forgave the loans to themselves, the commission contended. The investigation is continuing. 

The three "treated Tyco as their private bank, taking out hundreds of millions of dollars of loans and compensation without ever telling investors," said Stephen M. Cutler, the SEC's director of enforcement. "Defendants put their own interests above those of Tyco's shareholders. Those shareholders deserved better than to be betrayed by the management of the company they owned." 

The DA's case grew out of an investigation into alleged tax evasion by Kozlowski, which resulted in a 14-count indictment in June. Kozlowski was charged with evading New York sales tax on $13 million worth of art, including works by Renoir and Monet, shipping empty cartons purportedly containing the art to Tyco's headquarters in New Hampshire, which has no sales tax. The artwork was spirited directly to his Manhattan apartment. 

Kozlowski, who resigned from Tyco a day before being indicted, has pleaded innocent to those charges. 

Investors and Wall Street analysts have cheered Breen's rapid-fire moves to replace the Kozlowski regime. But, it remains uncertain whether Kozlowski's alleged fraud could exist without sullying Tyco's accounting and operations.

Harriet Baldwin, an analyst at Deutsche Bank, said the results of a forensic accounting investigation, due later this year, would address the accounting jitters that have roiled Tyco's stock all year.

"No news is good news, since (Tyco) is obligated to report any material issues immediately, instead of waiting until the review is complete," Baldwin said in a research note.

Leon Cooperman, chairman of Omega Advisors, which owns several million Tyco shares, said he sees Tyco as two companies.

"There are 270,000 employees out in the field and I believe they are honest people," Cooperman sad. "And then there was Tyco's home office ... There were a few people who were pigs feeding at a trough."

Also Thursday, Tyco sued Kozlowski, seeking at least $230 million in repayments of five years of Kozlowski's salary and benefits, plus repayment of unauthorized benefits and bonuses he paid other employees and repayment of loans he received from the company. 

"Despite his being paid handsomely, he misappropriated hundreds of millions of dollars from Tyco that have not been repaid," the company said in a news release. 

In June, Tyco filed suit in federal court in Manhattan accusing Belnick of failing to disclose $35 million in compensation and loans. The company said Belnick also concealed from the board the criminal investigation that led to Kozlowski's resignation. 

The New York Times and The Wall Street Journal first reported the expected charges Thursday. 

The company's stock has dropped sharply this year because of questions about its accounting and liquidity and the various investigations of the company and Kozlowski.

Reuters and the Associated Press contributed to this report.