In a move that smacks of the sort of selective disclosure that the Securities and Exchange Commission wants to stamp out, Conseco's (CNC) - Get Centene Corporation Report new chief executive and chairman, Gary Wendt, Wednesday held a restricted conference call that wasn't publicized and excluded a number of skeptical analysts, including Salomon Smith Barney's Colin Devine.
Wendt, former head of
, joined Conseco at the end of last month and aims to spearhead efforts to turn around the troubled insurance and finance firm. He's already been paid $45 million for joining Carmel, Ind.-based Conseco, and could earn over five times that over five years if things go his way, according to
details of his pay package.
With Conseco's stock 73% off its 52-week high and profits down just as much in the first quarter, Wendt needs to do all he can to regain the confidence of investors, who shied away from Conseco when it was under Stephen Hilbert's leadership. Hilbert, Conseco's architect, headed the company for 21 years. But the end of his term was marred by accounting controversies, poor communication and deteriorating operating performance.
However, the company's decision to limit attendance on the Wednesday call, which took place around 10:45 a.m. EDT, has led some to wonder how much has changed at Conseco, which is expected to post a significant loss in the second quarter. "I thought this sort of behavior was over," says Salomon's Devine, who heard about the call after it had taken place. "Why would they engage in this sort of practice when they're trying to repair credibility?"
, who has raised serious questions about Conseco's
accounting and performance, has been present on nearly all recent company calls, on one occasion sparring with Hilbert while other participants listened. (Devine rates Conseco a hold and Salomon has done recent underwriting for the firm.)
Other Conseco doubters who didn't get notice about the Wednesday call include Ira Zuckerman, of Stamford, Conn.-based
, and Kathy Shanley, of
. (Neither rates Conseco and neither has done underwriting.) Insurance analysts at
Moody's Investors Service
Standard & Poor's
, whose decisions can affect how much the debt-laden, cash-strapped Conseco has to pay on its borrowings, also didn't get invited.
Some of the analysts on the call were
Credit Suisse First Boston's
Eric Berg and
. He said he couldn't discuss the call until he had communicated its contents to clients, and the other two analysts didn't return calls seeking comment. (Long rates Conseco a hold, Spehar rates it a neutral and Berg gives it an outperform. All of their firms have done recent underwriting for Conseco.)
Also present was Minneapolis-based corporate raider Irwin Jacobs, who has 15 million shares in Conseco. Jacobs says he wasn't invited to the event, but got onto it after his office called the company.
Conseco didn't return a call seeking comment. Around 5 p.m. EDT, the company's Web site didn't contain a transcript of the call or a recording of it. The company's stock closed down 9/16, or 6.2%, to 8 9/16.
The SEC, which didn't comment on this matter, wants to stop companies from sharing key information with hand-picked recipients, and is proposing new
guidelines to prevent it.
According to Jacobs, Wendt defended his pay package and mentioned having used a number of auditors to inspect Conseco before joining. Jacobs doesn't think Conseco is guilty of selective disclosure. "There was enough people on the phone call to get the story across," he says. When asked why he thought Devine and others weren't there, he said: "If I was in Conseco's position, I wouldn't have Colin Devine on the call. He's got a vendetta against this company."