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Non-Tech : Auric Goldfinger's Short List -- Ignore unavailable to you. Want to Upgrade?


To: Kevin Podsiadlik who wrote (10427)9/16/2002 10:06:51 AM
From: StockDung  Respond to of 19428
 
SEC Probes Ex-GE CEO's Compensation

.c The Associated Press

NEW YORK (AP) - The Securities and Exchange Commission has begun an informal investigation into the compensation agreement that General Electric Co. has with former chairman and chief executive Jack Welch, the company said Monday.

GE said it was cooperating with the request, which it received Friday. That was a day after GE's board, at Welch's request, cut his post-retirement benefits to include only an office and administrative support in response to widespread criticism of the extent of the perks, which included use of a Manhattan apartment, household staff and use of corporate planes.

In a column in The Wall Street Journal on Monday, Welch disclosed he had offered to give up many of those benefits, which received wide attention after their disclosure in court papers related to his divorce.

``... In these times when public confidence and trust have been shaken, I've learned the hard way that perception matters more than ever. In this environment, I don't want a great company with the highest integrity dragged into a public fight because of my divorce proceedings. I care too much for GE and its people.''

Welch said he is giving up some of his perks because of the unfavorable perception they may have created for the company he led for more than two decades.

In a column appearing under his name in Monday's edition of The Wall Street Journal, Welch said he had asked the GE board modify his contract ``by eliminating everything except the traditional office and administrative support given for decades to all retired GE chairmen and vice chairmen.''

He said under his new contract, he will pay the costs which he estimated at $2 million to $2.5 million a year for the use of planes and the GE company apartment in Manhattan and other facilities and services provided by GE.

Welch's announcement comes amid a series of disclosures involving alleged misbehavior by top-level executives at companies such as Tyco International, Adelphia Communications and ImClone Systems.

Two weeks ago, terms of Welch's compensation package received wide media attention after lawyers for his wife filed papers in which it raised questions about what he was getting.

That filing put a man who many Wall Street and academics see as one of the most influential business leaders of the 20th century in some uncomfortable company.

In Monday's column, Welch said he reached an agreement in 1996 under which he opted to take a package of benefits extending into his retirement instead of taking a ``special one-time payment of tens of millions of dollars'' to remain as CEO until turning 65 in December 2000.

But he wrote the divorce papers filed by his wife ``grossly misrepresented many aspects of my employment contract with General Electric.''

``... In today's reality, my 1996 employment contract could be misportrayed as an excessive retirement package, rather than what it is - part of a fair employment and post-employment contract made six years ago. For GE and its board to be dragged into these stories because of a divorce dispute is just plain wrong.''

During his two decades as GE's leader, the company expanded from a $13 billion maker of appliances and light bulbs into a $480 billion industrial conglomerate. It has 313,000 employees in more than 100 countries.

Welch said he will continue to consult and teach for the company.

GE said the terms of Welch's compensation were contained in 1997 filing with the SEC and that the company ``believes it has complied with all disclosure requirements regarding Mr. Welch's benefits.''

In morning trading Monday, GE shares gained 45 cents to $27.50 on the New York Stock Exchange.


09/16/02 09:56 EDT



To: Kevin Podsiadlik who wrote (10427)9/17/2002 10:50:06 AM
From: StockDung  Read Replies (1) | Respond to of 19428
 
Tyco Says $56.4 Mln in Loans to Executives Forgiven (Update1)
By Rachel Layne

Exeter, New Hampshire, Sept. 17 (Bloomberg) -- Tyco International Ltd. said former Chief Executive Dennis Kozlowski forgave $56.4 million in loans to employees and used company money to fund a lifestyle that included a $1 million birthday party for his wife in Sardinia and gifts such as a $6,300 sewing basket.

Tyco said in a report to the U.S. Securities and Exchange Commission that 51 employees, including Kozlowski, ex-Chief Financial Officer Mark Swartz and seven ``key managers'' had loans forgiven. Only Kozlowski, Swartz and former General Counsel Mark Belnick were named because their participation in the loans, Tyco spokesman Gary Holmes said. Others who got bonuses in the form of loan forgiveness thought the board approved them, Tyco said.

The allegations are part of a report on the company's months- long investigation into the misuse of funds and follow a lawsuit filed against Kozlowski claiming he stole hundreds of millions of dollars through unapproved compensation.

Others Tyco listed as having loans forgiven include: Jerry Boggess, who heads the fire and security unit, former General Counsel Irving Gutin, Treasurer Michael Robinson, Human Resources head Patricia Prue, and Chief Strategy Officer Brad McGee.

The company also alleges that Kozlowski used Tyco money for a $700,000 investment in the film ``Endurance'' and to buy $72,042 worth of jewelry, $96,943 worth of flowers and $52,334 for wine.

The filing also listed dozens of other perks for Kozlowski improperly paid for by the company, including a $6,000 shower curtain, $2,900 for coat hangers, $11 million in furniture, a $15,000 dog umbrella stand and a $2,200 garbage can.

Rebuilding Credibility

The investigation, led by lawyer David Boies, was one effort by new CEO Edward Breen to rebuild Tyco's credibility. Shares of the conglomerate have dropped 70 percent this year as investors questioned Tyco's liquidity and operating margins, as well as whether it hid slowing growth through acquisitions.

Disclosure of the loans and some unauthorized bonuses are part of the first phase an internal investigation into the misuse of funds authorized by Kozlowski and Swartz and other executives.

An internal audit conducted by a forensic-accounting firm Breen hired wasn't included in the report.

Tyco shares fell 49 cents to $16.05 in New York Stock Exchange trading at 10:34 a.m.

`Criminal Enterprise'

Kozlowski was quoted in the Wall Street Journal today as saying the payments were approved by Phil Hampton, the late chairman of Tyco's compensation committee, who held the role of keeping the board informed. Hampton died in May 2001.

On Thursday, Kozlowski and Swartz were charged by New York authorities with running a ``criminal enterprise'' that looted the company in a scheme that made them more than $600 million through stock fraud and outright theft. They plead innocent.

Also indicted was former General Counsel Mark Belnick for allegedly falsifying records to hide more than $14 million in loans to himself. A judge issued a temporary order freezing more than $600 million in assets held by Kozlowski and Swartz.

Manhattan Assistant District Attorney John W. Moscow said he hasn't had a chance to review the details of Tyco's filing.



To: Kevin Podsiadlik who wrote (10427)9/17/2002 5:57:07 PM
From: StockDung  Respond to of 19428
 
Lucent Technologies Stock, Once $64, Trades Below $1 (Update3)
By Justin Baer

Murray Hill, New Jersey, Sept. 17 (Bloomberg) -- Lucent Technologies Inc.'s shares, which touched a high of $64.69 in December 1999, fell below $1 for the first time.

The biggest U.S. maker of telephone equipment fell 7 cents to $1 at 4 p.m. in New York Stock Exchange composite trading. Earlier, the stock fell to 97 cents, the lowest since Lucent was spun off from AT&T Corp. in 1996.

Lucent, one of the most widely traded U.S. stocks, risks delisting if the shares close below $1 for 30 days. Cutbacks by phone companies have eroded demand for the company's gear and forced thousands of job cuts as losses mounted. Lucent's fourth- quarter loss, before some costs and gains, will be 45 cents a share. Sales may fall 25 percent from the third period's $2.95 billion.

``The size of their miss was just unexpected,'' said Ryan Tansey, an analyst with the $500 million John Hancock Technology Fund, which owns about 500,000 Lucent shares. ``They've got to cut back further. (But) you come to a point where you could cut so many costs that you sacrifice the future of the company.''

Lucent could follow its former parent, AT&T, in pursuing a reverse stock split, Tansey said.

``If there are no other options, I'm sure that's something management would consider,'' he said of Lucent.

In a reverse split, a company exchanges investors' stock for a smaller number of shares of greater value. The maneuver is intended to raise the stock price and reduce the number of shares outstanding. Lucent spokeswoman Mary Lou Ambrus declined to say if the company would consider a reverse split.

In April, AT&T said it planned a 1-for-5 reverse split.

Murray Hill, New Jersey-based Lucent has racked up more than $25 billion in losses in the past nine quarters on sales of about $47 billion.

The fiscal fourth quarter for Lucent ends Sept. 30. In the year-earlier quarter, the company's loss before some expenses was 27 cents a share on sales of $5.2 billion. The net loss was $8.9 billion, or $2.59 a share.



To: Kevin Podsiadlik who wrote (10427)9/18/2002 10:24:16 AM
From: Sir Auric Goldfinger  Respond to of 19428
 
Inter-Tel (INTL 23.32) - Peer Perform Initiating Coverage (what does this mean? Can we expect them to trade like LUcent?- now 86 cents???)
BEAR, STEARNS & CO. INC.
EQUITY RESEARCH

______________________________________________________________________________
Key Points
*** We are initiating coverage of Inter-Tel with a "Peer Perform " rating.
The
company, with a market capitalization of just under $600 million, is a
leading provider of business communication systems to small/medium sized
enterprises. Products include private branch exchanges (PBXs), voice
mail/processing systems, IP enabled phones, CTI (computer telephony
integration) and networking applications. We are forecasting long term
earnings and revenue growth of around 10%-12%. For 2002, we are expecting
revenues and EPS of $382 million and $1.06, respectively. For 2003, we
expect revenues and EPS of $420 million and $1.28, respectively.
*** Positive Factors - Inter-Tel has been consistently taking market share
against larger vendors with a conservative but effective strategy. Within
Inter-Tel's main addressable market (101-400 lines - circa $1.3 billion
market), the company has gone from approximately 14% market share in 1997
to 20% in 2001. Distribution and sales channels continue to expand as the
company moves into new product and geographic areas. Management has a
strong stake in the business with 25% ownership. The company has a
relatively stable revenue stream and generates free cash flow, unlike most
of other vendors in the communications equipment space.
*** The Risks - Inter-Tel is a small company relative to its major
competitors. If Avaya and Nortel were to get their issues under control,
they may find more resources to allocate into Inter-Tel's focus area. The
macro economy is another factor. If the consumer rolls over and the
economy double dips in the second half / beginning of 2003, then basically
every enterprise equipment player will be hurt. Convergence is also a
risk. Just as there was an upgrade from analog to digital there will be
an upgrade from the current circuit switched architecture to IP. The
question is will some of the data networking companies such as Cisco have
a large advantage as networks truly converge. Lastly, Inter-Tel typically
generates approximately 25% of its revenues from leases. The company
holds some of these leases on the balance but also sells some with
recourse. On and off balance sheet, the portfolio was approximately $252
million at the end of last quarter. We do not believe this is a major
issue as the company is adequately provisioned (typically 4%-6%) of the
portfolio. However, in any slowdown scenario, the company could be
adversely affected.
*** From a valuation perspective, Inter-Tel trades at 1.6x 2002E revenues and
1.4x 2003E revenues. From a P/E perspective, Inter-Tel trades at 22.0x
2002E earnings and 18.2x 2003E earnings. In terms of competitors, the
peer group trades at approximately 18.1x 2003E earnings and 1.4x 2003E
revenues. On a discounted cash flow basis, Inter-Tel is discounting just
under 11% growth. We believe these assumptions are reasonable given the
relative small size of the company and new market opportunities. Other
assumptions include an operating margin of 11%, 5% terminal growth, 10%
WACC and 10-YR CAP.

______________________________________________________________________________
GAAP Estimates P/E
Q1 Mar Q2 Jun Q3 Sep Q4 Dec Year Year
2000 $0.18 $0.13 $0.31 $0.36 $0.98 23.8x
2001 $0.19 $0.20 $0.20 $0.26 $0.86 27.1x
2002 $0.24 $0.27 $0.25 $0.30 $1.06 22.0x
2003 $1.28 18.2x

______________________________________________________________________________
**PLEASE REFER TO THE LAST PAGE OF THIS REPORT FOR IMPORTANT DISCLOSURE
INFORMATION

We are initiating coverage of Inter-Tel with a "Peer Perform " rating. The
company, with a market capitalization of just under $600 million and 2002E
revenues of $382 million, is a leading provider of business communication
systems to small/medium sized enterprises. Products include private branch
exchanges (PBXs), voice mail/processing systems, IP enabled phones, CTI
(computer telephony integration) and networking applications. Inter-Tel has
been consistently taking market share against larger vendors with a
conservative but effective strategy. Management has a strong stake in the
business, with 25% ownership. The company has a relatively stable revenue
stream and generates free cash flow, unlike most of other vendors in the
communications equipment space. We are forecasting long term earnings and
revenue growth of around 10%-12%. For 2002, we are expecting revenues and EPS
of $382 million and $1.06, respectively. For 2003, we expect revenues and EPS
of $420 million and $1.28, respectively.

Inter-Tel has several ways to grow the business. Historically, the company has
been focused on systems between 50-400 lines. Growth will likely come from
increased penetration in the SME (small medium size enterprises) as well as the
movement into the larger enterprise market with products that address over 400
lines, an area that has not been a focus for the company. Inter-Tel has yet to
truly penetrate the international market on any level (generates over 97% of
revenues from the domestic market). Therefore, the international market
represents another area that the company could focus on in the future. Buying
distribution channels has been another way to grow the top line. The company
has a history of buying distributors for reasonable prices and garnering a
large increase in sales (25%-35%) in the first year. Lastly, growth will also
come from larger upgrade cycles such as that from the current circuit switched
architecture to voice over IP and some larger software upgrades. All of Inter-
Tel's products since 1998 allow for IP capabilities or upgrades.

Inter-Tel has a relatively stable revenue stream due to the replacement market,
add-ons and recurring sales. Currently, the average life of a PBX system is
around 8-12 years. Software upgrades (recurring revenue stream) are usually
purchased every 2 years. Other sales come from maintenance and add-ons.
Overall, Inter-Tel has solid relative visibility because over 45% of revenues
come from this recurring business. The market that Inter-Tel addresses should
be more stable in the near term also. As mentioned by several carriers such as
BellSouth and competitors of Inter-Tel such as Avaya, the small to medium sized
IT market has held up slightly better than the large enterprise market. When
the economy finally turns, the small to medium sized business are also likely
to start spending before the larger enterprises.

In 2002, we expect revenues of $382 million and EPS of $1.06. These
expectations equate to y/y growth of just over 2% on the top line and 24% on
the bottom line. Margin improvement will come from both gross margin
enhancements and operating expense reductions relative to sales. For 3Q02, we
expect revenues and EPS of $95 million and $.25, respectively. Third quarter
tends to be seasonally weak given the summer slowdown. The fourth quarter
tends to be seasonally the strongest as salespeople push to make quotas and IT
executives spend what's left of their budget (typical scenario, but in a
slowdown total budgets may not be completely spent). For 4Q02, we are
forecasting a 6% sequential increase to just over $100 million for Inter-Tel
with EPS of $.30.

From a valuation perspective, Inter-Tel trades at 1.6x 2002E revenues and 1.4x
2003E revenues. From a P/E perspective, Inter-Tel trades at 22.0x 2002E
earnings and 18.2x 2003E earnings. On a discounted cash flow basis, Inter-Tel
is discounting just under 11% long term growth. We believe these assumptions
are reasonable given the relatively small size of the company and new market
opportunities. Other assumptions include an operating margin of 11%, 5%
terminal growth, 10% WACC and 10-YR CAP. Over the past five years, average
revenue growth has been 15% with average EPS growth of 17%.

The End Market And Inter-Tel's Position

Inter-Tel is a leading provider of business communication systems to
small/medium sized enterprises. Products include private branch exchanges
(PBXs), voice mail/processing systems, IP enabled phones, CTI and networking
applications. Inter-Tel has been consistently taking market share against
larger vendors with a conservative but effective strategy.

Inter-Tel has historically been focused on systems between 50-400 lines.
Growth will likely come from increased penetration in the SME (small medium
size enterprises) as well as the movement into the larger enterprise market
with products that address over 400 lines, an area that has not been a focus
for the company.

The market size for PBXs with lines between 100-400 is approximately $1.3
billion. We expect growth of 4%-5% over the next several years for this
segment. We believe the market is fairly mature and will basically grow in-
line with GDP or slightly above given the prospects for a robust upgrade cycle
in the intermediate-term. Inter-Tel can garner more top-line growth from
picking up market share. For instance, if the company were to go to 23%-25%
share from 20% over the next 5 years then an incremental 3%-6% of growth can be
garnered per year. Although dramatic market share shifts do not occur rapidly
in the industry, we believe Inter-Tel is likely to pick up share for 2 reasons.
First, several upgrade cycles are on the horizon. These upgrade cycles may
create an opportunity to oust the incumbent vendor. Usually, incumbent vendors
are difficult to replace because large systems are bought and only software
upgrades are warranted for many years (10-12 years). As VoIP takes off (will
not gain significant traction for several years), more enterprises are likely
to make a larger upgrade of hardware and full systems creating an interesting
opportunity.

The smaller PBX and key telephone systems (<100) represents just under a $3
billion market. We expect growth of around 5% over the next several years for
this segment. The larger line market (>400) represents a slightly larger
market or around $1.4 billion. We expect growth of 3%-4% over the next several
years for this segment. With the new high end software release for the Axxess
product line, Inter-Tel should continue to gain traction in this area. Inter-
Tel currently has a small market share in these segments and could add another