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To: stockman_scott who wrote (5083)8/22/2002 10:51:59 PM
From: 4figureau  Respond to of 89467
 
SEC to probe AOL outlook and share sales

>>Fifteen senior executives and directors of AOL, including Steve Case, the chairman, and Dick Parsons, the chief executive, made profits totalling almost $500m by selling shares between February and June of last year, while the company repeatedly insisted it would meet ambitious earnings projections laid out more than a year before.<<

By Peter Thal Larsen, Adrian Michaels, Ien Cheng and Christopher Grimes in New York
Published: August 22 2002 21:57 | Last Updated: August 22 2002 21:57


The Securities and Exchange Commission, the main US financial regulator, is set to examine a series of upbeat forecasts made last year by executives of AOL Time Warner as part of its investigation into the world's biggest media company.

Fifteen senior executives and directors of AOL, including Steve Case, the chairman, and Dick Parsons, the chief executive, made profits totalling almost $500m by selling shares between February and June of last year, while the company repeatedly insisted it would meet ambitious earnings projections laid out more than a year before.

The share sales have attracted fresh attention since AOL admitted last week that it may have overstated revenues at its America Online internet division by $49m between September 2000 and March 2002. AOL is also examining other transactions. There is no suggestion the directors did not believe forecasts could be met when they sold their shares, or that they were aware of improper accounting.

Nonetheless the SEC is expected to look at the forecasts and the timing of the share sales as it widens its investigation into AOL's accounting practices, launched several weeks before the company disclosed the questionable revenues.

The SEC declined to comment. A spokesman for AOL said he could not comment on the ongoing SEC investigation.

The share sales by top AOL executives are the subject of a class action lawsuit filed against the company on July 19. The suit, brought by Berger & Montague, claims that "certain company insiders" sold AOL stock while in possession of "material adverse non-public information".

Most of the profits were made by directors who exercised options and sold the shares immediately. Between February and May last year, Mr Case made a profit of almost $100m, while Mr Parsons pocketed $21m. Bob Pittman, who stepped down as AOL's chief operating officer last month, made $66m.

The share sales were made as AOL came under scrutiny regarding its ability to meet targets set following the announcement of the merger of AOL and Time Warner in January 2000.

Despite a collapse in internet advertising and the slowdown in the media industry in the first half of 2001, AOL executives repeatedly said they expected the company to meet targets of 12 per cent revenue growth and a 30 per cent increase in earnings before interest, tax, depreciation and amortisation for the year. The targets were abandoned after the September 11 terrorist attacks caused a further decline in the advertising market.

Among the questions the SEC will ask is whether AOL's forecasts were unrealistic and therefore caused the share price to be artificially inflated while the executives were taking profits.

news.ft.com



To: stockman_scott who wrote (5083)8/23/2002 3:50:33 PM
From: Jim Willie CB  Respond to of 89467
 
Vanguard's Bogle Says Thousands of U.S. Stock Funds May Close
By Joel Dreyfuss and Ed Leefeldt

New York, Aug. 23 (Bloomberg) -- The loss is staggering: From March 2000 to July 2002, the value of the U.S. stock market plunged by $3.7 trillion.

The bear grip will squeeze out the excesses in the U.S. mutual fund industry, says John Bogle, founder of Vanguard Group, the second-largest U.S. mutual fund manager, with $570 billion in assets. After a 28-month, 41 percent plunge in the Standard & Poor 500 Index, the $6.6 trillion fund industry is poised for a shakeout that could claim half of its 4,800 equity funds, he says.

While the S&P 500 has rallied 5.6 percent in August, its slump since March 2000 will also spur needed changes in the way companies manage and account for pension funds and stock options, investors say.

``The changes Wall Street faces are like a root canal,'' says Barry Barbash, who headed the Securities and Exchange Commission's investment division from 1993 to 1998.

Since 1990, the number of U.S. funds has soared to 8,325 from 3,679, according to the Investment Company Institute. Total assets under management rose to a peak of $7.3 trillion in March 2000 -- when the S&P 500 reached a record 1,527 -- from $1.1 trillion in 1990.

`Seminal Moment'

In July, investors pulled $31 billion out of U.S. equity funds, according to AMG Data Services, which tracks the fund industry. Money managers such as Putnam Investments, FleetBoston Financial Corp. and Merrill Lynch & Co. are starting to consolidate or close funds that have posted slack returns.

``This is a seminal moment for the industry,'' Bogle says.

Many of the funds that sprang up during the bull market -- much like the dot-com companies they invested in -- have never made much money for investors, says Russel Kinnel, director of fund analysis at Morningstar Inc., a Chicago-based research company.

``Obscure funds with huge losses and no assets will never rebound -- even in a rally -- but of the 100 biggest funds, very few will go away,''' he says.

Laggards

On average, U.S. stock funds posted annual returns of 10.8 percent during the 1990s, according to the Investment Company Institute, compared with an 18 percent average annual gain in the S&P 500.

Stock market losses have hammered corporate retirement funds too. The unfunded liabilities of U.S. corporate pension funds -- the difference between what companies expect to pay retirees and the amount of money they have on hand -- soared to a record $111 billion in December 2001 from $26 billion a year earlier, according to Pension Benefit Guaranty Corp., which insures pension plans for 43 million workers.

Billionaire Warren Buffett says companies need to curb unrealistic assumptions about their fund returns. Ford Motor Co., SBC Communications Inc. and Verizon Communications Inc. have said in SEC filings this year that they expect their funds to generate returns of 9 percent or better in 2002. Buffett called such forecasts ``wildly optimistic'' in a July 24 op-ed article in the New York Times.

Telecommunications companies such as SBC and Verizon used pension projections to pad reported earnings as much as 16 percent in 2001, says David Dixon, an analyst at BMO Nesbitt Burns Inc., a Toronto investment firm.

Topping Up

Now, the reverse may happen: Companies face the prospect of having to top up funds out of already-shrunken profits. Ford figures that last December, its pension fund had $600 million more than it needed to pay retirees, says spokesman David Reuter.

By June, the carmaker was short $3.2 billion, he says. So far, Ford doesn't expect to have to add money to its $33 billion pension fund until at least 2006, Reuter says. The automaker has no immediate plans to change its projection for its returns, he says, adding that the company's returns have averaged 10 percent during the past 30 years.

U.S. Representative George Miller, a California Democrat, has asked the Treasury Department to investigate whether companies have knowingly overstated pension fund returns to boost reported earnings. ``The failure to accurately account for their pension liabilities could cause them serious financial jeopardy,'' he says.

Transparency Push

Analysts say the bear market will accelerate the move away from accounting measures such as earnings before interest, taxes, depreciation and amortization, or Ebitda, and pro forma earnings, the latter of which S&P calls so vague they sometimes mean ``as if the company didn't have to cover proper expenses.''

S&P has begun calculating so-called core earnings for companies in the S&P 500 and 10,000 other public companies. The computation takes into account all revenue and costs associated with a company's main business, including employee stock options. It excludes revenue from secondary sources, such as investment gains and losses. S&P's method would have shaved 17 percent off the combined 2001 reported earnings of companies in the S&P 500, says Jeremy Siegel, a finance professor at the University of Pennsylvania's Wharton School.

By early August, almost 40 U.S. companies -- including Bank One Corp., Coca-Cola Co., General Motors Corp. and Washington Post Co. -- committed themselves to subtracting the cost of employee stock options from bottom-line profits rather than relegating them to footnotes in financial statements the way current U.S. accounting standards allow.

`This Train Has Left'

Investors will demand the rest of corporate America follow suit, says James Dimon, chief executive of Bank One. ``I think this train has left the station,'' he says.

Bank One says the move will reduce its 2002 earnings by 2 cents a share. Coke says the change will cut 2002 earnings per share by 1 cent. Both companies say the impact will gain in future years, rising to 9 cents a share in 2006 for Coke. A wholesale change in options accounting would have sliced 12 percent off the reported earnings of S&P 500 companies in 2001, according to Bear Stearns Cos.

It's worth taking that hit because investors will place a premium on transparent financial reporting, Dimon says. ``This is reality,'' he says.

Felix Rohatyn, 74, former New York head of Lazard Freres & Co., says companies will have to struggle to regain the trust of investors. Enron Corp. executives have invoked their Fifth Amendment rights in appearances before congressional committees investigating the financial reporting that led to Enron's collapse.

On Aug. 1, Scott Sullivan and David Myers, former WorldCom Inc. executives, wore handcuffs as they ran a gauntlet of TV cameras. The Justice Department charged them with securities fraud for hiding $3.9 billion in expenses. The alleged fraud prompted WorldCom to file for bankruptcy in July. With $107 billion in assets and $41 billion in debt, the company was the largest in U.S. history to declare bankruptcy.

A Matter of Trust

``I don't think I've ever seen this level of concern or doubt about the quality of financials or the integrity of the structure of our financial system,'' says Rohatyn, former U.S. ambassador to France. ``The issue of fairness is going to remain.'' Ultimately, he says, the market will rise or fall on whether or not investors believe that corporate executives are telling them the truth.

``We need a cultural change, and it hasn't emerged yet,'' says Chuck Hill, director of research at Thomson First Call. ``There's no movement by corporate America to step up and do the right thing. It's all just legalese.''

In 1991, John Gutfreund's career as chairman of Salomon Inc. came to an abrupt end when the SEC ruled that he and two other Salomon executives had failed to promptly report misconduct by traders who had violated U.S. Treasury auction rules. Since then, Gutfreund, 72, now a senior managing director at C. E. Unterberg Towbin, has become an advocate of clear regulations -- and ethical behavior. ``I don't think the laws will change much,'' Gutfreund says. ``The spirit has to change.'' That will happen only if companies start to believe that honesty will add to their bottom lines.



To: stockman_scott who wrote (5083)8/23/2002 3:53:59 PM
From: Jim Willie CB  Read Replies (1) | Respond to of 89467
 
Bull territory or 'bear market rally'?
Wall Street pros cautious about reading into this rebound
By William Spain, CBS.MarketWatch.com
Aug. 22, 2002

NEW YORK (CBS.MW) -- Well, is it or isn't it?
The Dow Jones Industrial Average ($DJ: news, chart, profile) is higher than 9,000 for the first time in six weeks. At the same time, the Standard & Poor's 500 Index ($SPX: news, chart, profile) is bouncing off its July lows by 20 percent, an amount traditionally used to define a bull market.

With creative accountants showing up in handcuffs, second-quarter profits coming in mostly on target and the threat of large-scale Middle East war easing, market pros agree investor comfort levels are back on the rise in the dog days of August.

Panic selling
And yet, citing the effect of panic selling in July and the thin volumes of summer, few of them are ready to forecast a sustained advance in the coming months.

"Calling it a bull market would be a bit aggressive, although it really has recovered a little further than most people would have expected," said John Hughes, an analyst at Shields & Co., particularly in light of "no Fed rate cut and the ongoing corporate scandals."

"I am calling it a bear market rally," he said. "The fact that we are over 9,000 is an achievement, but the 200-day moving average is still sloping downward. Until you can get that to turn up," the market will not reach another "key milestone" such as getting the S&P 500 past the 1,000 mark.

Other indexes are also showing significant improvement. The Wilshire 5000 Index (TMWX: news, chart, profile), the broadest measure U.S. stocks, is just north of 9,000 -- putting it back where it was around the Fourth of July, after falling as low as 7,601.84 on July 23.

However, as Hughes pointed out, the big rebounds in the market's leading indexes can be misleading.

"There is not an overwhelming amount of buying," he said. "We are in a seasonal period when there is very light volume," which can "exacerbate the swings in either direction."

For Subodh Kumar, chief investment strategist at CIBC World Markets, the market's turnaround point is real. He says it emerged when the equity-risk premium -- a measure of the relative risk of investing in stocks to buying government bonds -- bottomed out before touching a 45-year nadir.

In those terms, according to Kumar, this market never did descend as low as the one in 1957-1958 or in the fourth quarter of 1974. He says it's "a good sign that we are not in a new era where (the relative risks) continue to widen."

Investors have found new reason for confidence following the passage of landmark legislation on business reforms, Kumar said. But carrying that momentum further won't be easy. "You have to have more confidence in earnings and the economy to drive the markets higher," he added.

The next piece of that puzzle will come later this fall, he said, as companies roll out third-quarter financials and another round of economic numbers comes out.

'Warm and fuzzy'
For trader and money manager John Najarian, proprietor of TCBNews.com, the rise in the Dow is "just a warm-and-fuzzy thing, although I am happy that it will help investors regain confidence."

The "real interesting thing to us right now is the momentum of the Nasdaq over the last few sessions. There is very strong interest for the first time in a long time."

The Nasdaq Composite Index ($COMPQ: news, chart, profile), which has climbed 200 points since Aug. 1, closed at 1,422.95 on Thursday. Big gainers included Oracle (ORCL: news, chart, profile), which saw a 4 percent gain to $11.19, and Microsoft (MSFT: news, chart, profile), up almost 2 percent at $53.23.

"The speed at which money is moving into the Nasdaq again is staggering, despite the lack of a real catalyst. Apparently the Microsofts and the Oracles are really getting sharp investor interest again."

Jude Wanniski, founder of the supply-side focused research firm Polyconomics, says the recent strength of all the indexes means that "we are in an Iraq market. The Dow is rising because of the good news coming out about the lessened possibilities of invasion. Peace appears to be getting a chance."

Military action against Saddam Hussein "would be disastrous," he said. "There would be dramatic increase in gold and oil prices and a collapse of equity values."

In addition, corporate governance problems appear to be past their peak and "earnings are coming in more or less in line." However, Wanniski cautioned that gold prices have been slumping. "That increases deflationary pressure and is a drag on the whole market."

Robert Mohn, a portfolio manager for mutual fund firm Liberty Wanger Asset Management, said that "we have headed off the bottom even though I don't think very much has happened. Economically, we are just kind of trudging along."

Looking ahead, Mohn doesn't expect any "fireworks" in either direction, and added, "I think this is just the rebound from the panic we had in the dark days of July, and the market has come back to where it should be on be on a value basis."



To: stockman_scott who wrote (5083)8/23/2002 3:55:59 PM
From: Jim Willie CB  Read Replies (1) | Respond to of 89467
 
When the floodwaters recede, Germany's reform path becomes murkier

By Emily Church, CBS.MarketWatch.com
Aug. 23, 2002

LONDON (CBS.MW) -- Someone will pay when the historic floods in eastern Germany finally recede. The biggest debate right now is who.

Trial balloons are being sent up daily over Berlin as Germany's closest national political campaign in years heats up and election day, Sept. 22, nears.

Estimates for the damage to such cities as Dresden are now running from 15 billion euros ($14.6 billion) to as high as 25 billion euros ($24.4 billion). At the upper end of that range, the figures represent close to 1 percent of Germany's entire output. The estimates will change after assessors get a look at the damage wrought by the waters, which also swamped Austria and the Czech Republic, among others.

German insurers -- or, rather, reinsurers -- will be on the hook for some of the costs, with around 20 percent of the damage insured, or 3 billion euros, according to preliminary estimates from Merrill Lynch. The broker estimates insurer Allianz (DE:840400: news, chart, profile) and reinsurers Munich Re (DE:843002: news, chart, profile) and Swiss Re are facing the biggest flooding losses.

The European Union has made the appropriate noises, saying that it, too, will help Germany rebuild.

Yet clearly the bulk of the funds will have to come from the public sector at a time when Germany is loath to badly miss a target in the European Union to keep public sector debt under 3 percent of GDP.

At first, the government signaled it would delay a personal tax cut due in January. On Thursday, Chancellor Gerhard Schroeder added a proposal for a one-year-only, 1.5 percent tax on corporate profits.

His conservative challenger, Edmund Stoiber, favors tapping reserves set aside for debt payments at the Bundesbank. The central bank swiftly shot that idea down, but the confusion for policy lingers.

The two are neck-and-neck. The BBC reported Friday that Schroeder's Social Democrats were up two percentage points to 38 percent and the conservatives down two percentage points to 39 percent as Germans warmed to Schroeder's leadership after the floods.

Ironically for such a close election, the candidates aren't promising the moon. And it's precisely that political caution regarding flood relief that some observers are attacking.

Schroeder's plan to fund the rebuilding costs by pulling back on tax relief neutralizes the stimulative impact of big-time government spending, Charles Dumas of London-based Lombard Street Research said this week. "At this point, German policy-making is right back to the mistakes of the early 1930s.

"What is clear is that structurally excessive labor costs mean the Germans badly need a week euro and a strong U.S. economy. Right now, they have neither," he said.

Moreover, the market at least isn't sensing much distinction between the two leading candidates.

"It would probably be better for the markets if Stoiber got in because of the [Christian Democrat] approach to regulation and increased flexibility, but only at the margins," said Mark Tinker, a market strategist at CommerzBank in London.

The concern that Germany doesn't look to have enough room to maneuver through the floods could be part of the reason the rally in the DAX (DE:1876534: news, chart, profile) index of top German stocks in August began to recede Friday. The DAX had been gaining in part on expectations of some big government spending on construction.

Germany's economy grew 0.3 percent in the second quarter, better than the market expected, but the country is still lagging the U.K. in Europe and the U.S. by a longer shot.

What growth there has been in Germany has largely been driven by exports, but the euro's 9.3 percent rise vs. the dollar since the end of last year directly eats into Germany's competitiveness.

Moreover, unemployment has remained stubbornly high as big employers like Siemens (SI: news, chart, profile) downsize, keeping unemployment too close to Schroeder's target of 4 million people out of work.

The bigger issue that the floodwaters are obscuring for the moment is that Germany has been struggling to right foot since reunification with the former East Germany in 1990.

Germany "has not proven flexible enough to absorb East Germany. The reforms of those systems, whether it be pensions, health care, the labor market or the tax system, have not been reformed quickly enough to deliver the drop in unemployment and increase in growth that people would have liked," Tinker said.