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Tyco Spent Millions for Benefit of Its Former CEO Kozlowski

August 7, 2002 Tyco International Ltd. (TYC) may have spent over $135 million to benefit L. Dennis Kozlowski, the former CEO who resigned in June before being charged with tax evasion, Wednesday's Wall Street Journal reported

Investigators say the funds were used for loans or for the CEO's charitable donations and other personal spending.

Among the biggest items, Tyco secretly wiped clean $25 million in loans in 1999.

In 1998, Mr. Kozlowski moved into a new home in Boca Raton, Fla.: a 15,000- square-foot, Mediterranean-style, waterfront mansion complete with pool, tennis court and fountain.

Although Mr. Kozlowski was one of America's best-paid corporate executives, he didn't have to reach into his own pocket to finance the lavish spread. Instead, he paid for it with a $19 million, no-interest loan from Tyco.

Two years ago, Tyco quietly forgave the entire loan as part of a "special bonus" program, according to people familiar with the company. To cover Mr. Kozlowski's income taxes on the forgiven loan, these people say, the company kicked in an extra $13 million. Not a penny of these deals was disclosed to Tyco shareholders.

Mr. Kozlowski, who had been one of the most celebrated chief executives in the U.S., resigned on June 2 -- the day before the Manhattan district attorney charged him with evading more than $1 million in New York state sales taxes on his purchases of art. Mr. Kozlowski, 55 years old, has pleaded not guilty to those charges.

But according to people investigating the company, Mr. Kozlowski's questionable activities at Tyco went well beyond tax evasion. For a period of at least five years, while publicly claiming devotion to high standards of corporate governance, Mr. Kozlowski regularly reached into Tyco coffers to finance his extravagant lifestyle and polish his image. All told, it appears that more than $135 million in Tyco funds went to benefit Mr. Kozlowski, largely in forgiven loans and company payments for real estate, charitable donations and personal expenses.

Among the biggest items, which until now haven't come to light: Tyco secretly wiped clean another $25 million in loans to Mr. Kozlowski in 1999, according to people familiar with the company. More than $11 million of Tyco's cash paid for antiques, art and other fancy furnishings in Mr. Kozlowski's New York apartment, including a $6,000 gold-and-burgundy floral patterned shower curtain. The huge decorating bill came on top of the $18 million Tyco paid for the Fifth Avenue duplex, which Tyco considered a corporate apartment.

Then, last summer, Tyco picked up half the tab for a $2.1 million junket to the Italian island of Sardinia, people familiar with the company say. The central event of the weeklong extravaganza was a 40th birthday party for Mr. Kozlowski's wife, Karen, complete with a performance by singer Jimmy Buffett.

Tyco, a huge conglomerate with interests ranging from disposable diapers to undersea fiber-optic cables, itself is under investigation by the Manhattan district attorney and the Securities and Exchange Commission, and the U.S. Attorney in New Hampshire has made inquiries, people familiar with the probes say. The company may face SEC charges that it didn't disclose the true compensation levels for Mr. Kozlowski and other executives. And there may be additional charges against Mr. Kozlowski: One avenue being explored by the Manhattan district attorney is whether the former Tyco chief failed to pay New York state and city income tax on some of his compensation, including the company apartment and forgiven loans. After Mr. Kozlowski's departure, Tyco's board launched its own investigation into the executive's activities, and hired attorney David Boies to lead it.

The allegations against Mr. Kozlowski follow a wave of disclosures of CEO hubris and greed. Like other top executives who have come under fire in recent weeks, Mr. Kozlowski allegedly took advantage of the 1990s boom to help himself to a smorgasbord of financial rewards -- from undisclosed loans to fat options grants to a giant salary -- in order to transfer massive sums of wealth to himself at the expense of shareholders. But Mr. Kozlowski's brazen use of a public company as his personal cash machine looms as a particularly egregious case.

Before he stepped down, Mr. Kozlowski had been hailed by Wall Street as a management guru who cracked the secret of running a successful, lean conglomerate. At their peak early last year, Tyco shares had soared more than 14-fold from when Mr. Kozlowski took the helm a decade ago. That image began to crumble when Tyco's aggressive accounting practices were first questioned more than two years ago. Although Tyco's stock has rebounded slightly in recent weeks, it is still down nearly 80% since the start of this year amid questions about the company's liquidity and heavy debt load, and the management turmoil surrounding Mr. Kozlowski's abrupt departure. Tyco's stock closed yesterday at $ 12.76, up 17 cents in 4 p.m. composite trading on the New York Stock Exchange.

Tyco says it remains a strong company, with valuable assets and operations that will produce more than $2.5 billion in free cash flow in the current fiscal year ending Sept. 30. Walter Montgomery, a Tyco spokesman, says that "nothing uncovered to date could be considered to be material to the company's financials."

A person speaking on Mr. Kozlowski's behalf vehemently disputes that Mr. Kozlowski misspent Tyco funds for personal benefit or that he knows of any forgiven loans. This person says Mr. Kozlowski entrusted his financial interactions with Tyco -- including his loans -- to company employees, and assumes they accounted for his finances accurately. This person also says Tyco is holding all of Mr. Kozlowski's personal financial records and that he is unable to recall details of many transactions without them. For instance, this person says, the Sardinia trip was timed to coincide with a Tyco subsidiary's board meeting at the same resort, and that Mr. Kozlowski told subordinates he was responsible for all the non-Tyco expenses associated with the trip and assumes the subordinates allocated them properly.

People familiar with the company say Tyco believes Mr. Kozlowski owes the company more than $75 million -- mostly from forgiven loans that were never authorized by directors and $19 million in loans that were outstanding when Mr. Kozlowski left the company. For his part, the person speaking for Mr. Kozlowski claims that Tyco owes him "tens of millions" of dollars in deferred compensation. The person speaking for Mr. Kozlowski says Tyco may be exaggerating his past financial dealings to avoid paying him.

Wall Street Journal Staff Reporters Mark Maremont and Laurie P. Cohen contributed to this report.