A government filing expected Tuesday from
reportedly will show several executives have rushed to repay previously undisclosed loans they received while Dennis Kozlowski was still chief executive of the conglomerate.
Tyco has been pushing the executives for repayment of the loans, which it maintains were largely made in secret at Kozlowski's direction,
The Wall Street Journal
Meanwhile, it was also reported Tuesday that Kozlowski met face to face with
Chief Executive David Komansky three years ago in a successful effort to replace a research analyst who had been critical of Tyco.
reported, the analyst, Jeanne Terrile, was removed in 1999 and replaced with Phua Young, who promptly upgraded Tyco to buy from accumulate.
Needles and Pins
Tyco investors are waiting anxiously for Tuesday's filing, which will detail the findings of David Boies, the high-profile lawyer called in to conduct an internal probe after Kozlowski's resignation. Kozlowski was indicted last week, along with two other former high-ranking Tyco execs, on charges they looted the company of millions of dollars.
Tyco already has indicated that it showered dozens of lower-level employees with millions of dollars in loans that were forgiven at the behest of Kozlowski. The market had been bracing for full details on the rampant lending and other matters. But Tyco delayed the much-anticipated 8-K filing until Tuesday, citing Monday's Yom Kippur holiday.
Just what the filing says may prove vitally important to Tyco stock, which plunged early this year amid a series of corporate governance and accounting scandals that culminated in June with Kozlowski's departure. Since then, new management has embarked on a series of moves aimed at regaining investor confidence and projecting the image of a cleaned house, pushing the stock modestly higher. But some bears on Tyco think damaging new disclosures could reverse the stock's gains.
Christopher Bebel, a securities attorney at Shepherd Smith & Bebel, said Tyco's employee loan program could prove even more egregious than most.
"It's not unusual for companies to make loans to officers," Bebel said. "But the number of loans that has been made to a broad range of people in large dollar amounts makes Tyco somewhat unique."
Tyco employees tapped the loan program to pay taxes on stock purchases and relocate to homes near the company's offices in Manhattan. Kozlowski, who was also indicted on sales tax evasion charges in June, then waived his staff's responsibility to repay the loans.
"This arguably helps establish that it was top management that controlled the board, rather than vice versa," Bebel said. Questions about governance at the company have been prominent in new management's restructuring efforts, and over the last month there has been talk of massive change at Tyco's board.