, the troubled insurer and lender, may have shared important information about its recent debt restructuring with a small number of Wall Street analysts at a closed meeting in New York on Monday.
Off the Canvas?
Securities and Exchange Commission
recently approved a rule to clamp down on companies that share significant, or so-called material, information with hand-picked recipients instead of the wider public. Conseco may have fallen afoul of that rule by giving the analysts in attendance a presentation that contains detailed analyses of its debt position as well as projections of future cash flows. Hardly any of the information in the 18-page booklet, obtained by
, is in a press release about the $2.8 billion debt restructuring that was issued to the public Friday evening.
Conseco, of Carmel, Ind., didn't return calls seeking comment, and the SEC declined to comment on the matter, saying it doesn't speak on company-specific issues.
Along with other Conseco staff, Gary Wendt, the ex-
pocketed $45 million for joining Conseco in June as CEO, met with several analysts in a building on New York's Fifth Avenue.
An analyst for a New York-based hedge fund says he was initially told by Conseco early Monday that the company wasn't holding a conference call or a meeting about the debt restructuring. The investor, whose fund has sold Conseco's shares short, then heard chatter that a meeting was being held. He then called back the company's investor relations department, which told the investor that there in fact was a get-together, but it was reserved for analysts who had requested an audience with Wendt.
The investor asked to attend, but he says he was denied access. He says he asked the company whether the meeting might create the potential for selective disclosure. The investor says the IR person replied that it wouldn't, because there was no intention to disclose anything material. The person taking calls at Conseco's IR department couldn't comment on whether someone in her department had said these things.
The analysts' presentation gave the company's projections for a range of cash flows, in some cases as far out as 2004. Such numbers are critical for investors trying to gauge the viability of Conseco, which would almost certainly have defaulted Friday had it not been for a decision by its main banks,
Bank of America
( CMB), to extend $571 million of loans.
The analysts' presentation wasn't on the company's Web site or issued through an SEC filing as of 3:15 p.m. EDT Monday.
Kathy Shanley, a corporate bond analyst at Wilmette, Ill.-based
, says that the company should've held a publicly accessible conference call instead of a private analysts meeting. "With all the focus on selective disclosure, I find Conseco's behavior very frustrating," Shanley says. "Especially when they are so busy complaining people are spreading misleading information about them, you would think they'd want to get their story out directly to the widest possible audience." Conseco last month put out a release
complaining that short-sellers, who stand to profit from declines in stock prices, were spreading negative information.
And not all analysts made it into the meeting Monday. Staffers from the office of
, an insurance analyst at
Salomon Smith Barney
who has frequently
questioned Conseco, say they didn't get notification about the meeting. When they, too, heard chatter that a meeting might be taking place, the Salomon staff members called the company Monday morning, but they also were told it was only for analysts who had requested a meeting with Wendt.
Devine, who was
excluded from a Conseco conference call with handpicked analysts in July, is out of the country at the moment, but an associate could have gone in his place.
, after learning about the meeting, asked Conseco if it could attend, but was also told that it was for analysts. However, a reporter from
was allowed access to the meeting.
Conseco's stock slipped $1, or 10.5%, to $8.50 Monday. The company's shares are down two-thirds from their 52-week high.