Tyco Drops on New Accounting Fears

NEW YORK – Shares of acquisitive conglomerate Tyco International suffered more blows on Monday as new disclosures about the company's accounting practices and questions about a refinancing plan added to a loss of investor confidence.

Shares in the Bermuda-based maker of everything from burglar alarms to plastic hangers, which has been trying to assuage investor fears in the wake of  the Enron scandal, plunged as much as 23 percent, to levels almost half lower than at the start of the year.

Its bonds also slumped amid widening skepticism about how the company accounted for a massive series of acquisitions and on concerns about the implications of the plan to dip into a line of credit to repurchase $4.5 billion of debt.

The concerns were heightened on Monday when Tyco confirmed it spent $8 billion on more than 700 acquisitions in the past three years that it did not separately announce to the public. The revelation was first disclosed in The Wall Street Journal on Monday.

``It's the wrong time of day not to be open about disclosures,'' said Albert Meyer, an analyst for David W. Tice & Associates, whose Prudent Bear Fund is a prominent short-seller of Tyco stock. ``Being in the post-Enron environment you cannot disclose enough these days.''

While Tyco may be abiding by the rules, it appears to be violating the spirit of good accounting disclosure, he said.

But Meyer said he was ``more worried'' about why the company would use short term borrowing from an existing $5.9 billion credit line to pay off long term debt. Higher interest costs on will shave earnings per share in 2002 by 2 cents.

Short-sellers such as Prudent Bear make money when a stock goes down by selling borrowed shares and replacing them at a cheaper price.

``It becomes harder to hold a stock with this kind of continuing news,'' said Morningstar analyst Rob Plaza. ``It makes you question a company, which increases its risk.'' Plaza said that he still believes that the fundamentals of the company are strong.

Tyco's shares were off as much as $6.87, or about 23 percent, before recovering some to close down $5.73, or 16.08 percent, to $29.90 in trading on the New York Stock Exchange.

Tyco's 6.75 percent notes maturing in 2011 were bid Monday afternoon near 86 cents on the dollar, after falling as low as 83 cents earlier, traders said. The yield is about 9.16 percent, or 4.25 percentage points more than 10-year U.S. Treasuries.

Wall St. Remains Upbeat

Still, Wall Street analysts remain mostly backers of Tyco, even as investors grow increasingly skittish about its prospects.

In a Monday research note Merrill Lynch analyst Phua Young recommended the purchase of Tyco and maintained his $80 price target.

"Tyco has consistently made acquisitions of companies, product lines, etc., that were deemed too small individually to qualify as being material,'' Young wrote in reference to the disclosure of the 700 acquisitions.

In a letter to the Wall Street Journal that was released to the press, Tyco Chief Financial Officer Mark Swartz said the Monday article was wrong, because Tyco did disclose the details of the acquisitions within the company's filings with the Securities and Exchange Commission and its annual report.

``If we issued a release on every little acquisition we did, we'd be doing a new release every day of the week,'' Tyco spokeswoman Maryanne Kane said.

She also reiterated that the SEC investigation into its accounting ended in July 2000 without the agency taking action and that last week Standard and Poor's said in a statement it was satisfied with the company's accounting practices.

Tyco spokesman Brad McGee said the company goes out of its way to disclose information to investors and constantly reforms its reporting methods in response to investor concerns, but that since it is a company with such complex operations, it cannot anticipate all questions that could be raised.

McGee said that 90 percent of the acquisitions in question were for less than $50 million dollars, small for a company which had $36 billion in revenue in 2001.

He also said some of the acquisitions of small privately held companies involve confidentiality agreements with the families that own them, and that others would give away too much of their corporate strategy.

He also brushed aside comparisons to Enron, which has been criticized for boosting earnings through advanced accounting techniques.

``The bottom line is that we're a company that makes real products that are sold to real customers for cash,'' he said.

The company opened a call for fixed-income investors to the general public.

Chairman and Chief Executive L. Dennis Kozlowski said the long-term debt retirement move would provide Tyco with more flexibility and liquidity and answer questions that have been raised about its ability to finance its plan to split into four parts.

Kozlowski also said in a statement that free cash flow would be more than $4 billion in fiscal year 2002, and the money would mainly be used to repay debt.

The company's Tyco Capital unit also said on Monday it had taken steps to prepare for its initial public offering, including establishing new credit facilities of its own totaling $3 billion.

The timetable for distribution of the rest of the unit to shareholders would be moved up to about 45 days following its initial public offering, the company said.

The company also said Tyco Capital would revert to the name CIT, which it was called until Tyco took over the company last June.

Reuters contributed to this report.