Does crime pay?
Wall Street Crime and Punishment is a weekly series by Benzinga's Phil Hall chronicling the bankers, brokers and financial ne’er-do-wells whose ambition and greed take them in the wrong direction.
In Dennis Kozlowski’s mind, he was in the wrong place at the wrong time — specifically, the courts of justice and public opinion in the early 2000s, when the corporate chieftains of Worldcom, Enron and Adelphia, not to mention the ultra-high-profile Martha Stewart, faced humiliating trials and convictions followed by prison sentences.
Kozlowski, who was convicted on 22 counts of grand larceny, conspiracy and securities fraud and served more than six years in prison following a high-profile leadership reign as CEO of Tyco International, lamented that he would never have faced a legal nightmare if his case came up during the Obama Justice Department era when prosecutions of badly behaved corporate leaders barely occurred.
“After 2008, nobody was prosecuted,” he grumbled.
But if Kozlowski’s fall from grace did not take place when the stars were aligned in his favor, he found an ally in time during his post-incarceration years, where access to friendly media outlets have helped to redefine the circumstances of his derailment and allow his reinvention as a self-described martyr to a dysfunctional justice system.
The Boom Years: Leo Dennis Kozlowski was born Nov. 16, 1946, in Newark, New Jersey. His father worked in Newark’s public transportation service and his mother did double-duty as a school crossing guard and Newark Police Department employee.
Kozlowski held a variety of odd jobs in his youth, including stints at a car wash and a pharmacy, to finance his education at New Jersey’s Seton Hall University.
He briefly worked at SCM Corporation in New York City and Cabot Corporation in Boston before joining the Nashua, New Hampshire, division of Tyco International in 1975 as an accountant with an annual salary of $28,000.
He worked his way up through the ranks, landing the chief operating officer title by 1989 and CEO spot in 1992. Kozlowski’s ascension was mirrored by Tyco’s blossoming from a somewhat sleepy little security systems company with $20 million in revenue into a global conglomerate with more than $40 billion in revenue and a market capitalization of more than $110 billion.
Tyco’s remarkable growth was based solely on the surplus number of acquisitions that Kozlowski was able to pull off during his chief executive years. A July 1998 profile of Kozlowski in Forbes marveled at how he orchestrated 88 different acquisitions during his first six years at the company’s helm, dubbing him “Deal-a-Month Dennis” for his ability to quickly secure takeovers.
While the magazine ogled at the quantity of the acquisitions, Kozlowski highlighted the quality of the deals.
"We're fully aware that most acquisitions don't work," Kozlowski said. "Taking a gamble on a future revenue stream is a neighborhood we don't need to play in."
The key to success in this area, he added, was assimilating the acquired company as quickly as possible to ensure a swift and seamless integration into the Tyco culture.
"Our obligation is to get the cost out and get that over with quickly so we can move on from there and get the growth going in the company," he said.
In retrospect, Kozlowski admitted his penchant for purchasing companies was sloppy around the edges.
“I did push the organization hard and we built up a large company from nothing very quickly,” he said in a June 2020 interview with the Nantucket-based N Magazine. “We went from infancy to adulthood without passing through adolescence. And in that process, we never built the infrastructure or the documentation that most companies have to support the kind of growth we had.
“We didn’t have the lawyers or financial people on staff to support the large businesses that we were running,” he continued. “I was guilty of not building a corporate staff that was comparable to the size of the organization we were running.”
Actually, there was a bit more to his story than inadequate human resources support.
Related Link: The complete Wall Street Crime and Punishment series
The Very Ripe Fruits Of Success: While Kozlowski’s business acumen enriched Tyco, he did not believe that the CEO of a multi-billion-dollar conglomerate was meant to endure the life of an ascetic.
Kozlowski’s life beyond his office would take the notion of excessive consumption to vulgar depths, with an extravagance befitting of decadent royal houses of days gone by.
Kozlowski owned a $30 million duplex apartment on New York City’s swanky Fifth Avenue that included a $15,000 umbrella stand and a $6,000 shower curtain in his maid’s bathroom. Other property holdings included several acres in a Boca Raton, Florida, gated community known as “The Sanctuary” and a multi-million-dollar oceanfront mansion on Nantucket.
He was also a generous host when it came to entertaining family and friends, most notably for the 40th birthday of Karen Kozlowski, his second wife — he arranged for a party on the Italian island of Sardinia that included a private concert by Jimmy Buffett and an ice sculpture of Michelangelo’s David that featured Stolichnaya vodka pouring from the Goliath-slayer’s penis.
Kozlowski would later claim that expensive material goods only brought him a fleeting sense of self-worth.
“What did happen is that I wanted to show my success,” he recalled in an interview. “So I acquired some homes, a boat and things that I had little time to use. I was probably on [my sailing yacht] Endeavour 10 nights a year. I was probably at my ski house in Bachelor Gulch [Colorado] maybe five or six nights a year over the holidays. So I don’t know the exact numbers, but I never used any of these assets when I acquired them.”
Of course, being nouveau riche with extraordinary bad taste might be an aesthetic crime, but it is not a violation of state or federal law.
Kozlowski’s problem, however, involved who was footing the bill for the Marie Antoinette-worthy shower curtain and the decidedly non-Biblical David. The Sardinia party cost $2 million with Tyco covering half of the bill and his extensive real estate holdings were also traced to the Tyco coffers.
In 2002, Kozlowski sought to put Tyco’s money to classier use when he purchased a series of paintings that included a Claude Monet and Pierre-August Renoir for $14 million. The office of Robert Morgenthau, the New York County District Attorney, had been suspicious of the quickie nature of some of those aforementioned Tyco acquisitions, and a careful probe of Kozlowski’s art purchases showed that he evaded paying sales tax on those items. Even worse, they were invoiced for display at Tyco’s headquarters and not Kozlowski’s residence.
Morgenthau, who never shied away from the prospect of a high-profile investigation that would put his name in the headlines, zeroed in on Tyco and Kozlowski.
Getting What They Paid For? In his N Magazine interview, Kozlowski would recall that he was earning a $1 million annual salary at the time that his troubles began to ferment, but he insisted Tyco operated an independent compensation board that he did not control or influence. Kozlowski also stated that he was considering early retirement and announced his plans to the board of directors, only to have the compensation committee talk him into staying.
“The compensation committee got together and came back and said, ‘We really want you to stay — we’ll give you three times your salary, stock and unlimited use of an airplane, an apartment and staff to take care of all this for the rest of your life,'” he said.
“So I went to our vice president of HR, and said, ‘The board offer is probably worth over $100 million dollars. Please go back to the board and tell them I want three times my annual compensation of the stock, the bonus and the salary.’ I thought there was no way in hell that they would ever support that. To my surprise, they approved it.”
But that is not what Morgenthau’s office saw. Kozlowski retired from Tyco in June 2002 and two months later he was indicted on 23 counts of conspiracy, securities fraud, grand larceny and falsifying records. Tyco’s former chief financial officer Mark Swartz was also indicted at the same time on similar charges. The indictments were unusual because the defendants were being charged in a state court rather than a federal court — the U.S. Department of Justice never became involved in Kozlowski’s case.
“Morgenthau was running for re-election and he was facing his first real challenge at the time,” Kozlowski later stated. “He had been district attorney for many years. He wanted to show that he was going to prosecute white-collar crime as well as the day-to-day crimes of New York.”
When Kozlowski came to trial in 2003, the prosecutors charged him with using Tyco as a personal piggy bank — he was accused of pocketing $81 million in unauthorized bonuses. Kozlowski’s attorneys argued that all of the money that went from Tyco to their client was authorized and he never looted the company.
If it was simply a he-said/he-said case, Kozlowski’s attorneys might have been able to dismantle the prosecutor’s volleys. But Morgenthau and his team had a damaging weapon: scores of videos that detailed Kozlowski’s reckless extravagance. One video showed the Sardinian party with its wacky excesses, while another offered Kozlowski’s former maid giving a tour of his Fifth Avenue apartment — she claimed he never lived there and only stopped by very occasionally, usually for a change of clothing.
Kozlowski’s trial was heading to a conviction when a mistrial was declared after one juror — who was supposedly holding out for acquittal — received threatening messages about her refusal to convict. A second trial was held and Kozlowski was found guilty on 22 of the 23 charges against him. He was acquitted of one count of falsifying records. He was also ordered to pay $100 million in restitution.
Prior to his September 2005 sentencing, Kozlowski claimed he was convicted of bad optics.
“I was a guy sitting in a courtroom making $100 million a year and I think a juror sitting there just would have to say, 'All that money? He must have done something wrong,'” he said. “I think it's as simple as that.”
Related Link: Did Disney Dis Trump In Hall Of Presidents Placement?
Redemption Song: Kozlowski served a six-and-a-half-year prison sentence, and it was only during his second parole hearing — the first effort ended in failure — did he show any degree of remorse, claiming his actions were the result of “greed, pure and simple — I feel horrible. I can't say how sorry I am and how deeply I regret my actions.”
In prison, Kozlowski was initially placed in solitary confinement for six months out of initial fear that he would be targeted by prison gangs due to his wealth, but he later ingratiated himself with fellow inmates by tutoring those in pursuit of their GED. He also began to reshape his public image by agreeing to interviews with the Wall Street Journal and CBS' “60 Minutes” where he presented himself as a reforming work-in-progress.
Since his release in 2014, Kozlowski has turned up in multiple media interviews and guest speaking engagements detailing his rise, fall and return to everyday life; the remorse from his successful parole hearing never resurfaced.
Kozlowski relocated to Fort Lauderdale, Florida, and co-founded the merger-and-acquisitions consultancy Harborside Advisors with his third wife, Kimberly Fusaro-Kozlowski, who first contacted him while he was still in prison; his second wife Karen, the object of the Sardinia party, divorced him in 2006 while he was appealing his conviction.
He also co-founded Commandscape, a security and building management company, with Netscape founder Jim Clark as his business partner. He also chaired The Fortune Society in New York, a nonprofit that assists former inmates in their return to society.
Kozlowski’s case has been addressed by prominent lawyers who questioned whether justice was truly served. Catherine S. Neal wrote the impassioned “Dennis Kozlowski Was Not a Thief” for the January 2014 Harvard Business Review and expanded her thesis into the book “Taking Down the Lion: The Triumphant Rise and Tragic Fall of Tyco’s Dennis Kozlowski.”
And noted civil rights attorney Dan Ackman stated that while Kozlowski and co-defendant Swartz “acted like pigs,” the larceny charges brought against them “did not depend on whether the defendants took the money — they did — but whether they were authorized to take it. Questions of authority are, by nature, legal questions, not questions for jurors.”
Ultimately, Kozlowski sought to have the last word on his case, insisting in an April 2021 interview with Leaders Magazine that he came out of these experiences a better man.
“It was a real lesson in friendship and there were surprises along the way,” he said. “People became true friends who I had not really known were true friends, and people that I expected to be there for me were long gone. You really don’t find out who your true friends are and who you can count on until you really need them.”
Photo: Dennis Kozlowski's prison mug shot, courtesy of New York Department of Corrections and Community Supervision.
© 2024 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
Trade confidently with insights and alerts from analyst ratings, free reports and breaking news that affects the stocks you care about.
