Kozlowski in a class by himself
By Geoff Colvin
April 24, 2003
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It's proxy season, the time of year when companies have to report, among other things, exactly how much money their top executives got paid last year. The stunner so far is the identities of the two top earners in the entire S&P 500: No. 1, says the latest issue of FORTUNE, is Mark Swartz, former CFO of Tyco, and No. 2 is his former boss, the one and only Dennis Kozlowski.
Though he ranks only second (with a mere $82 million of pay), Kozlowski is the man we should focus on. For this latest revelation simply reinforces my long-held belief that, far from receiving too much press attention over the past year, Kozlowski has not received nearly enough.
Sure, the former Tyco chief was in the news big-time for trying to evade a million dollars of sales tax on some paintings, and you may recall the articles about him using company funds to buy a $15,000 umbrella stand and a $445 pincushion, among other furnishings for his company-funded apartment. Maybe you even remember the million-dollar birthday party for his wife on the island of Sardinia, all at company expense.
And yet there's so much more. Curl up with a few hundred pages of SEC filings, and you come away feeling this man has been way under-appreciated. He is in a class by himself. For sheer personal rapacity at the expense of wretched shareholders, no one else, even in this season of extraordinary corporate scandal, comes close. What Richard Scrushy has just been accused of doing at HealthSouth is no match, in scale or, just as important, in artistry. Indeed, it's possible --and I fully appreciate the gravity of what I'm about to say -- that the Armand Hammer Golden Wheelbarrow Award for Corporate Plunder needs to be renamed.
It's possible, I say. We don't yet know for sure. It's important to note that Kozlowski's lawyer maintains his client's innocence, and Kozlowski has not been convicted of anything. He has only been indicted, arrested, fired, and sued. That's all. Maybe this is just some big misunderstanding. Only time will tell.
Still, based on what Tyco itself has reported to the SEC, we can begin to appreciate the Koz's total mastery of his particular art. Consider, for example, what happened when he decided to relocate himself and a few other employees to Manhattan from Tyco headquarters in Exeter, New Hampshire, and later decided to relocate other employees to Boca Raton, Florida. To help them out he established a relocation loan program. A common and straightforward circumstance, you say? Perhaps for some. But not for a virtuoso.
If you're relocating, you sell your house, right? So Kozlowski sold his New Hampshire house -- to Tyco, without an appraisal, for $4.5 million. When Tyco had it appraised later, its value came in at $1.5 million.
Then you have to buy a new place, of course. So Kozlowski bought a Manhattan apartment -- from Tyco, without an appraisal, for $7 million, which was its depreciated value on Tyco's books.
It was an apartment Tyco had bought at Kozlowski's behest in the first place.
To buy it from the company, he took an interest-free loan from the company.
Part of which he later, secretly, forgave to himself.
You think that's impressive? It's kindergarten stuff! The Koz could do that with the flu before lunchtime. He was just getting started.
Maybe you're aware that New York levies a stiff personal income tax, while New Hampshire has none. So Kozlowski arranged for the relocation program to pay his New York state tax liability resulting from the move.
He borrowed $30 million interest-free to buy land and build a house in Boca Raton, though this purchase didn't qualify for a relocation loan under the program's terms.
Then he rose to a whole new level of creativity. From the relocation program he borrowed interest-free money -- eventually $25 million -- to buy homes having nothing to do with any relocation at all! On Nantucket, in Connecticut, in Palm Beach, plus furnishings, landscaping, and much else.
Of course loans have to be repaid -- or so it seems to tiny minds like ours. The Koz knew better. One day he simply forgave $19.4 million of Tyco loans to himself. Since forgiven loans are income, he also had Tyco pay him cash to cover the taxes: in all, $33 million. How could the directors agree to give him so much, on top of his enormous regular compensation? They didn't agree to it. He never told them. As for other executives who knew about the payments, he gave them similar hefty payouts and required them to sign statements that if they told anyone about the money, they'd have to give it back.
By now maybe your head is spinning, yet that is just one example among many of what this Mozart of mammon could do. There was also the Key Executive Loan program, through which he borrowed millions with which to buy his yacht, plus much else; he then forgave $25 million of the loans to himself.
Sometimes an artist's masterpiece is a small work. For jewel-like perfection, it's hard to beat the time Kozlowski had Tyco make a $1.3-million charitable contribution to the Nantucket Conservation Foundation in order to buy and preserve 60 acres of property -- which happened to be adjacent to, and thus greatly increased the value of, his own home, which he had bought with an interest-free relocation loan from Tyco, though no relocation was involved, and he later forgave much of the loan.
One can only stand in awe. The Koz should go down in history.
A small army of plaintiffs and prosecutors intend to see that he does.
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