Kit Menkin’s Leasing News

                   www.leasingnews.org  Tuesday, June 4, 2002

Accurate, fair and unbiased news for the equipment Leasing Industry

 

           Headlines----

 

CIT Group President Al Gamper says, “ Oh, Sh*t !!!”

                 ( full round-up of all news re: Tyco-Cit )

     Bank Earnings Rise to New Record of $21.7 Billion

      Telemark Back Up for Sale?

          The Funding Tree---All Monies Still Not Returned

              Bill Graneri’s Top Gun Seminar Series

http://www.eael.org/event_calendar.htm#Crab%20Feast

        Credit card companies' late fees hit record high

                San Jose Symphony Declares bankruptcy

                 ePlus New Manage V3.0

                  Norstan President Granger Named to IDS Board

                      Steve LeBarron to Northern Consulting

 

 

### Denotes Press Release

 

“I am looking for someone who can get Federal Deals done as an East

Coast Manager for a captive.

 

“Know anyone who lives in DC or would want to live there and manage a

captive leasing program?”

 

                       Fred

                           fstlaurent@cfl.rr.com

 

 

 

CIT Group President Al Gamper says, “ Oh, S**t !!!”

 

Here is a current round up of events

 

 ALEX BERENSON  New York Times

 

 

.Dennis Kozlowski resigned as chairman and chief executive of Tyco International Ltd. yesterday as prosecutors in Manhattan sped ahead with a criminal investigation into whether he had evaded sales taxes on the purchase of millions of dollars' worth of art.

 

An indictment may come as early as today, according to two lawyers knowledgeable about the inquiry. Tyco's board demanded Mr. Kozlowski's resignation, a person close to the board said, after emergency conference calls that began on Sunday and ended yesterday morning.

 

Even among legions of highly paid chief executives, Mr. Kozlowski stood out.

 

Prosecutors in the office of the Manhattan district attorney, Robert M. Morgenthau, say they believe that Mr. Kozlowski bought $8 million to $12 million in paintings from dealers in New York for his Fifth Avenue apartment, according to several people who have been briefed on the inquiry. The investigation, which began with a tip in January, has widened to include other dealers and collectors.

 

Mr. Kozlowski shipped the paintings to Tyco's headquarters in New Hampshire to avoid paying New York sales tax before returning the paintings to his 13-room apartment on Fifth Avenue, these people said. In some cases, they said, dealers simply shipped empty cartons to New Hampshire and delivered the art directly to Mr. Kozlowski's apartment. They said the practice enabled Mr. Kozlowski to avoid $650,000 to $1 million in taxes. The combined city and state sales tax in Manhattan is 8.25 percent.

 

Mr. Kozlowski has hired Stephen E. Kaufman, a leading criminal defense lawyer whose clients have included Leona M. Helmsley and Michael R. Milken, to represent him. Mr. Kaufman declined to comment yesterday and said Mr. Kozlowski also would not comment.

 

Mr. Kozlowski's sudden resignation deepened the crisis at Tyco, a conglomerate that makes everything from security systems to medical equipment and has a quarter-million employees. Tyco's stock has lost three- quarters of its value this year, leaving investors $85 billion poorer. The investigation of Mr. Kozlowski's purchases throws into high relief questions of corporate and executive responsibility that have disturbed investors since the collapse of Enron last year.

 

As it grew in the late 1990's, some analysts and investors criticized Tyco for what they saw as opaque accounting practices and for its 1997 move to Bermuda to avoid paying some United States taxes. But big investors cheered Tyco's seemingly steady earnings growth, and the company's stock soared.

 

Now the questions that Wall Street, and Main Street, ignored during the boom have come center stage, said Jeffrey Sonnenfeld, associate dean of the Yale School of Management.

 

"For several years now, people were afraid to challenge what they didn't understand," he said. "It's only since October, or really since January, that we've seen the unraveling."

 

If Tyco cannot raise cash and regain investors' confidence by selling assets, it may face a cash squeeze, some analysts say, with $12 billion in debt coming due by the end of next year.

 

"They are definitely in snow, and I don't know how good their snowshoes are," said Nicholas Heymann, an analyst at Prudential Securities who rates Tyco as a hold. "This has been a shock to investors."

 

The Standard & Poor's stock index of major companies fell 2.5 percent yesterday. Stock analysts said Mr. Kozlowski's departure had unnerved the markets.

 

The resignation of Mr. Kozlowski represents the end of the stock market boom of the 1990's, Mr. Sonnenfeld said. "He is the epitome of a group of swashbuckling C.E.O.'s who came along in the last decade who called themselves, audaciously, the serial acquirers."

 

Mr. Kozlowski was the most aggressive of all, Mr. Sonnenfeld said. Other executives, like Bernard J. Ebbers, who lost his job in April as chief executive of WorldCom, confined themselves to one industry. Mr. Kozlowski sought to build a giant multi-industry corporation, following in the footsteps of the conglomerate builders of the 1960's, like Harold Geneen of ITT.

 

Conglomerates usually fail, because running a diverse group of companies is much harder than buying them, Mr. Sonnenfeld said. "The incredible ego that these folks have, people who believe they're born with some transcendent business sense," Mr. Sonnefeld said. "They tend to build these empires in their own image."

 

In a statement yesterday morning, Tyco said Mr. Kozlowski had resigned "for personal reasons." But a person close to the board said that the directors had demanded Mr. Kozlowski's resignation. If it had fired him, Tyco would have probably had to pay Mr. Kozlowski a severance package of at least $120 million, this person said. Because he resigned, Tyco says it has avoided that obligation and plans to negotiate a new exit deal. But Mr. Kaufman, Mr. Kozlowski's lawyer, declined to comment on whether his client would seek payment.

 

Mr. Kozlowski also resigned yesterday as a director of the Raytheon Company.

 

Tyco said John F. Fort would succeed Mr. Kozlowski as interim chairman and chief executive. Mr. Fort was Tyco's chairman from 1982 to 1992, when Mr. Kozlowski became head of the company.

 

The investigation and resignation are a stunning end to Mr. Kozlowski's career as Tyco's top executive. Over the last decade, Mr. Kozlowski steered the company to acquire hundreds of other companies. Tyco's earnings soared in the 1990's, and the company became a favorite of big investors. From 1992 to 1999, its stock rose fifteenfold.

 

Mr. Kozlowski, the son of a Newark police detective who became an accountant after attending Seton Hall University, has made hundreds of millions of dollars selling Tyco shares, and his profile has steadily climbed. He became a yacht racer and a backer of the New York restaurateur Nello Balan. In 2000, he bought an $18.5 million apartment on Fifth Avenue.

 

But Tyco's shares and Mr. Kozlowski's career have collapsed this year, under harsh questions about the company's accounting and business practices.

 

Tyco, which is based in Exeter, N.H., moved its nominal headquarters to Bermuda in 1997 to avoid United States taxes on foreign sales. The company's accounting practices are highly complex, and although it reports billions of dollars in profit every year, its debt has swelled to $24 billion.

 

After Enron's collapse, Tyco came under fresh scrutiny and was then damaged by troubling disclosures and abrupt changes in its business strategy

 

 

 

In January, Mr. Kozlowski said Tyco would reverse its decade-long strategy of acquiring other companies and would split into four independent companies and spin off its plastics division in a private sale. Investors were alarmed in February by the disclosure that Mr. Kozlowski and Mark H. Swartz, Tyco's chief financial officer, had quietly sold $500 million in company stock since 1999 while saying publicly that they rarely if ever sold shares.

 

 

---  

Who is Dennis Kozlowski? Worth.com named him number 10 out of 50 top business executives last year.

 

 Here is his profile:

 

Business Philosophy

 

The best way to reduce resistance to workforce and budget cuts in a newly acquired operation, Kozlowski believes, is to promote a new boss from among its current staff. "Then they feel they're part of our team and contributing to a new start."

 

Management Style

 

He shuns memos, staff meetings, and bureaucracy (corporate headquarters has 70 staffers for a corporation of 180,000).

 

Personal Strength

 

Still thinks of himself as an entrepreneur. He spends 60 percent of his time on the road so he can meet and visit with employees, investors, and customers.

 

Weakness

 

Whim shopping and impulsiveness, Kozlowski confesses, but senior vice-president Bradley McGee disagrees: "Impulsiveness means regret, and Dennis never looks back with regret."

 

Family Ties

 

Very close to his two daughters, one of whom is in LBOs and the other, in Columbia Law School.

 

Passions

 

Flies small planes and the company helicopter, but given time off, Kozlowski would head for his reconditioned 1934 racing boat, Endeavour, and sail around the world.

 

Corporate Goal

 

Discover more technological components Tyco can spin off into limited IPOs, as it did this year with its fiber-optics unit.

 

Personal Goal

 

Have as much impact on early education as he has on manufacturing. Donates extensively to schools for underprivileged children and has adopted a middle-school class with his daughter.

 

Financial Reward

 

Salary of $1.3 million, bonus of $3.2 million.

 

Mr. Kozlowski said on air he would not have bought CIT last year, especially

in light of Tyco's plans to split into four companies. He unveiled the restructuring plan last month as Tyco's stock price plummeted on investor concerns about its accounting methods. The concerns were sparked by Enron Corp.'s collapse.

 

When asked about the cash payments of $10 million to Tyco director Frank Walsh and $10 million to a New Jersey charity in which Walsh is a trustee, he said it would never happen again. He did not want to make it appear Tyco was similar

to Enron.

 

Frank Walsh, who is reportedly leaving the Tyco board of directors, also was allegedly “instrumental” in brokering the deal. The SEC and investors

are concerned as it certainly questions Walsh's independence as a director.

-----

 

 

 

Sweet Contract May Well Be All for Naught

 

By FLOYD NORRIS  New York Times

 

 

 

On Jan. 22, 2001, just one week before shares of Tyco peaked, the company's board awarded L. Dennis Kozlowski a new contract that called for him to remain chairman and chief executive until Nov. 16, 2008, his 62nd birthday. He was given eight million shares of restricted stock, then worth $485 million at the market price for unrestricted stock.

 

That contract was unusual in many ways. For starters, it said that the only reason Mr. Kozlowski could be fired for cause was if he was convicted "of a felony that is materially and demonstrably injurious to the company or any of its subsidiaries or affiliates, monetarily or otherwise." And even with such a conviction, it would require a vote of three-quarters of the board to fire him.

 

That contract provided for generous severance benefits if he was fired without cause, or if he resigned for "good reason," a term that included a reaction to a board reduction of his duties.

 

Brad McGee, a Tyco spokesman, said yesterday that the "contract became void upon his resignation" but that the board planned to negotiate with Mr. Kozlowski about severance benefits. He estimated the value of the severance under the contract at about $120 million and said he did not know whether Mr. Kozlowski agreed that it was now void.

 

Under the existing deal, Mr. Kozlowski would be entitled to an immediate payment of almost $17 million, plus a bonus for the part of the current fiscal year that he worked. He would also receive a lifetime consulting arrangement that would pay him $137,500 a year. In addition, he would receive all the benefits he has been accustomed to receiving, including "access to company aircraft," as well as to cars, offices and apartments.

 

And the scale of his benefits now can be appreciated by noting that last year's company-paid premium on his life insurance policy, including the amount it paid to cover his taxes on the premium, came to $3.8 million. The company did not disclose the face amount of the policy, but the contract provided he would keep the policy for life, with the company continuing to pay the premiums.

 

-----  

 

NEWS ANALYSIS

 

A Prime Example of Anything-Goes Executive Pay

 

By DAVID LEONHARDT  New York Times

 

 

 

Even as a boom in executive pay brought vast wealth to nearly every person running a large American company, L. Dennis Kozlowski still stood out.

 

During his rise to become one of the nation's more prominent chief executives, Mr. Kozlowski persuaded his board to give him hundreds of millions of dollars' worth of cash, stock and perquisites. Now, with the rapid decline of his reputation, culminating in his departure yesterday as the chief executive of  Tyco International, Mr. Kozlowski has come to highlight nearly every controversy surrounding executive pay.

 

Mr. Kozlowski received a guaranteed salary so large that it cost Tyco a tax deduction. He took home tens of millions of dollars of pay that supposedly reflected his improvement of the company's performance. Yet Tyco still lent him millions of dollars and he has quietly sold more than $300 million of Tyco stock back to the company since 1999 — even as he was claiming to have sold little or no stock.

 

Incongruously, Mr. Kozlowski

 

 

also looked for ways to save amounts of money that represented a pittance of his wealth. Rather than waiving the fee to sit on his own board, as most executives do, he received $75,000 last year, according to a Tyco filing. To avoid paying state sales taxes on art he bought, he shipped the works — or empty boxes, in some cases — to other states, prosecutors say.

 

That last move cost him his job, insiders said yesterday, in the latest sign that executives who seem to have abused their position are now more likely to suffer consequences — rather than merely criticism or slaps on the wrist — than in the recent past. Executives still have enough control over their own compensation to prevent widespread pay cuts, corporate governance experts said, but the anything- goes ethos of the late 90's seems to be receding.

 

For example, Bernard J. Ebbers, the former chief executive of WorldCom, lost his job in April partly because of the contrast between his pay and his company's woes. Christos M. Cotsakos, the chief executive of E*Trade, said last month that he would forfeit almost half of his $80 million in 2001 pay in response to criticism, including an investor lawsuit. Members of the Rigas family, who founded Adelphia Communications, gave up most of their board seats last week after investors had learned of loans from the cable company to the family.

 

This kind of turmoil, combined with the accounting problems highlighted by the demise of Enron, has left many people wondering whether the soaring corporate profits of the late 1990's were at least partly a mirage created by executives who stood to benefit from the advance of their company's stock.

 

Shares of Tyco — a conglomerate that Mr. Kozlowski built by buying one company after another and that now makes an array of products from burglar alarms to syringes — closed at $16.05 yesterday, down $5.90. The stock has fallen from almost $60 late last year as investors have become worried that Tyco used complicated accounting techniques to inflate its profits.

 

Tyco executives have defended their practices as legitimate. But in a sign of the shifting corporate terrain, Tyco's board no longer seems willing to pay Mr. Kozlowski so generously.

 

During negotiations last weekend, Mr. Kozlowski agreed to resign. As a result, he is not eligible for a severance package that could have exceeded $100 million, the company said. Tyco's directors will negotiate a new severance deal with him.

 

Over the last three years, the board paid Mr. Kozlowski $19 million in cash and perks and almost $80 million in stock, according to company filings. It also gave him 13.4 million stock options — many more than most chief executives received — but many of the options will become valuable only if Tyco's stock recovers from its slump and eventually returns to its earlier highs.

 

Mr. Kozlowski's pay last year included a base salary of $1.65 million. In the early 1990's, Congress adopted a law preventing companies from claiming a tax deduction on any pay above $1 million that is not based on a company's performance.

 

In all, Mr. Kozlowski made "an egregious amount of money," said Judith Fischer, managing director of Executive Compensation Advisory Services, a research company in Alexandria, Va. "In any peer group, he would be considered very well paid."

 

Mr. Kozlowski was the chairman of Tyco's board until yesterday. The head of the compensation committee is Stephen W. Foss, a manufacturing executive who has been on Tyco's board since 1983.

 

Individual cases aside, most boards still seem willing to allow chief executives to dictate much of their own pay. Last year, median total pay for executives at large companies increased 9 percent even as profits fell 35 percent, according to a study of 200 companies by Pearl Meyer & Partners, a consulting firm in New York.

 

But investors, who have long had little power over executive pay, have begun to agitate for more of a voice as stock prices and pay have moved in opposite directions.

 

At a few companies, large investors have fought company requests to set aside millions of shares of stock to use for employee stock-option grants. In a rare victory for opponents of such packages, Jones Apparel, a maker of clothing and shoes, withdrew a stock-option proposal last month.

 

Other companies, however, have fought the opposition; they received a lift this year when the Securities and Exchange Commission ruled that companies can ignore some shareholder requests for a vote.

 

But that will not end the fights. Later this week, the New York Stock Exchange is expected to announce a proposed set of rules that would require companies listing their shares on the Big Board to receive stockholder approval for all new option proposals. Currently, shareholders do not vote on broad-based plans that award options to executives and lower-level employees.

 

At other companies, investors have introduced resolutions asking companies to change their severance packages for executives or otherwise rein in pay. The resolutions have been receiving a greater share of votes than they did in previous years, according to the Investor Responsibility Research Center in Washington.

 

But few of the resolutions are binding. "The action on the shareholder front this year is extraordinary," Ann Yerger, director of research at the Council of Institutional Investors, which represents large investors. "But that doesn't mean it's going to influence company behavior."

 

For now, only the very largest piles of money, like Mr. Kozlowski's, seem at risk of collapsing under their own weight.

 

 

----  

 

Remember When---

 

 

 

CIT (3/2001) Tyco International Ltd. makes offer for about $9.2 billion in cash and stock in a    deal that would allow the manufacturer to finance purchases of its wide array of  products. Bermuda Hq, N.H. operation office. ( 2/2001) Closing Atlanta office and others,  "freeze" on new broker business.

 

 

June 20,2001

CIT CEO Files to Sell Shares Worth $28 Million

 

                By Laura Smitherman, Bloomberg

 

                Albert Gamper, who got $16 million  of restricted stock to stay at Tyco

                International after the company bought CIT Group, filed to sell about 518,000       

                shares in his new employer. That stock is worth $28 million at the current price.

 

                Gamper was CIT Group's chief executive when Tyco acquired the commercial

                lender in an $8.7 billion transaction. The executive agreed to be CEO of the

                financing unit of Tyco.

 

                Under a previously disclosed contract, Gamper gets 300,000 restricted Tyco

                shares and options for 1.2 million shares to remain with Tyco.

 

                Gamper filed to sell Tyco stock he acquired through the exercise of options,

                according to filings with the Securities and Exchange Commission. Tyco shares

                fell 61 cents today (6/19/01) to $54.14.

 

                The SEC form used by Gamper signals an intent to sell, and filers aren't

                obligated to sell any or all of the shares listed. Gamper last sold nearly 45,000

                Tyco shares June 4 for $2.5 million in gross proceeds, according to the filings.

 

CHRONOLOGY - Tyco's history under Kozlowski

 

          NEW YORK- Following are key dates in

          Dennis Kozlowski's term as chief executive of

          conglomerate Tyco International Ltd. (NYSE:TYC - News)

 

          July 1992 - Dennis Kozlowski is named chief executive

          of Tyco after serving as the company's chief operating

          officer since 1989. The company, then mostly known for

          its fire protection and large valve business, is worth

          about $3 billion.

 

          July 1994 - Tyco tackles first big-ticket acquisition

          under Kozlowski, purchasing Kendal International, maker

          of Curad bandages and other medical products, for $1.4

          billion.

 

          July 1997 - Tyco acquires burglar alarm and security

          firm ADT Ltd. Structured as a reverse merger, ADT

          technically bought Tyco and changed its name to Tyco

          International. The company moves its headquarters to

          Bermuda, where ADT is based.

 

          April 1999 - Tyco purchases electronics maker AMP Inc.

          for $11.3 billion in stock.

 

          October 1999 - Short-seller David W. Tice questions the

          use of large reserves related to acquisitions, saying

          they obscure results.

 

          December 1999 - Tyco says the Securities and Exchange

          Commission is conducting a nonpublic, informal inquiry

          into charges and reserves linked to the company's

          acquisitions.

 

          June 2000 - Tyco says it has amended earnings per share

          for fiscal 1999 and the first quarter of fiscal 2000

          after the SEC review. The company also agrees to

          acquire health care firm Mallinckrodt for about $3.1

          billion in stock in a deal making the company the

          world's No. 2 medical device maker.

 

          March 2001 - Tyco enters the financial services

          business when it agrees to acquire commercial finance

          company CIT Group Inc. for about $10 billion.

 

          January 2, 2002 - Tyco denies the SEC is launching a

          new investigation of the company after research company

          SEC Insight Inc. issues an alert on Tyco.

 

          January 22, 2002 - Tyco says it plans to separate into

          four independent publicly traded companies: security

          and electronics; health care; fire protection; and flow

          control and financial services. The company says the

          move should unlock tens of billions of dollars in

          shareholder value. Tyco also says it plans to sell its

          plastics unit.

 

          January 30, 2002 - Kozlowski and Chief Financial

          Officer Mark Swarts say they will each buy 500,000

          shares of Tyco's stock, which had fallen to its lowest

          share price since the company's SEC investigation in

          1999.

 

          February 4, 2002 - Tyco says it spent more than $8

          billion on more than 700 acquisitions in the past 3

          years that it did not separately announce to the

          public. Standard & Poor's and Fitch ratings cut the

          company's credit ratings.

 

          March 11, 2002 - Two groups of private equity firms

          offer to buy Tyco's plastics business.

 

          March 12, 2002 - Tyco says it is on track to spin off

          CIT into an independent company by May, but also says

          it might sell off a piece of CIT before the move.

 

          March 20, 2002 - A team of private equity firms

          approach Tyco with a proposal to buy a minority stake

          in CIT group for up to $1.5 billion. General Electric

          Co. (NYSE:GE - News) says it has no interest in

          acquiring CIT.

 

          April 24, 2002 - Sale of the company's plastic unit

          stalls because Tyco fails to come up with key financial

          data and may need to lower the unit's earnings forecast

          for the year.

 

          April 25, 2002 - Tyco says it abandoned its plan to

          split into four companies, calling the strategy a

          mistake, and reported a $1.9 billion net loss in the

          March quarter, in a stunning about-face. CIT files for

          initial public offering for as much as $7.15 billion.

 

          May 24, 2002 - Investment bank Lehman Brothers

          allegedly withdraws a $5.0 billion offer for CIT after news of

          the offer was leaked to the media.

 

          June 3, 2002 - Kozlowski resigns abruptly amid mounting

          criticism of his flip-flopping corporate strategy and

          news he is under investigation for avoiding personal

          taxes. Former CEO John Fort, a current board member who

          headed the company from 1982 to 1992, will assume

          "primary executive responsibilities" for an interim

          period while Tyco looks for permanent successor

 

 

 

 

 

 

 

CEO Departure, Failed Lehman Bid Hurt CIT IPO

 

By Jake Keaveny, Reuters

 

 

Wall Street's biggest stock offering this year, Tyco International's sale of its finance arm, is getting smaller by the minute.

 

The resignation of Tyco Chief Executive L. Dennis Kozlowski was the latest snag in the sale planned for this month. Backed against a wall by a $27 billion debt load, Tyco will probably have to slash the price to complete the sale on schedule, investors and bankers said.

 

Ten days ago, Lehman Brothers, one of Tyco's advisers, retracted its $5 billion offer, making an initial public offering more likely than an outright sale. That was like putting up a "clearance sale" tag from the $7.15 billion it had hoped to raise, and potential investors are likely to ratchet down the price, investors and bankers said.

 

"The IPO is tainted," said Oak Ridge Investments President David Klaskin, an owner of Tyco stock and potential buyer of the CIT IPO. "I wouldn't expect them to do much better than ($5 billion)."

 

The timing of Kozlowski's departure has left investors scratching their heads. Many had assumed Tyco would wait until after the CIT sale before shaking up its management.

 

"People were expecting some management changes," said Prudential Securities analyst Nicholas Heymann. "But they weren't expected until after the monetization of CIT."

 

Kozlowski told his replacement, John Fort, that he left his high-profile position because of a probe into whether he evaded New York sales taxes, according to a source familiar with the situation. Tyco said the CIT offering, which would be this year's biggest, is still on track.

 

Lehman's lengthy history with CIT and intricate knowledge of its business casts an ominous shadow on the sale. It's as if someone went over the company with "fine tooth comb, and found something wrong," said Oak Ridge Investments' Klaskin.

 

Lehman helped advise Tyco when it bought CIT for $9.5 billion about a year ago. It worked with Goldman Sachs, to try to sell the unit to potential bidders like GE Capital and Wells Fargo earlier this year, but investor allegations that Tyco used improper accounting for acquisitions -- something it has vehemently denied -- hampered a deal.

 

"Clearly (Lehman's bid) didn't help the value," said Brian Bruce, a director at Boston-based PanAgora Asset Management, who owns Tyco stock. "Trying to spin this off and not getting good value is frustrating."

 

A person close to the situation said Lehman's decision to retract its bid 10 days ago had nothing to do with the strength of CIT's balance sheet or business. The investment bank was not in a position to close the deal at the time the news was leaked to the press, he said.

 

Tyco wants to avoid further credit rating downgrades caused by its heavy debt load, which have already pushed up its borrowing costs.

 

The company could get by on as little as $4 billion to $5 billion from a CIT deal to cover its near-term financing needs, Credit Sights analysts Glenn Reynolds and Patricia Lee wrote in a recent report. Tyco has said it has enough cash to meet its debt payments through next February, although it has $3.25 billion of financing needs in second quarter 2003.

 

At a lower price, CIT becomes more attractive, investors said. The 94-year-old company has a strong brand name and $48 billion of assets in areas ranging from machinery financing for small businesses to loans to all of the U.S. and Canadian railroad operators.

 

"It's akin to a distressed sale situation because the company needs to raise capital rather than it getting out at a peak multiple," said an investor, who declined to be named. The investor, who often buys companies that are targets for acquisition, said he's interested in buying CIT shares.

 

Lehman's bid of $5 billion -- about 10 times CIT's expected forward 12-month earnings -- is actually close to fair value, Credit Sights analysts Reynolds and Lee said.

 

That would be a slight discount to the 11 to 12 multiple for Household International, a company similar to CIT but in some higher- margin financing businesses.

 

Even so, investment bankers familiar with the sale caution against comparing an IPO with an outright acquisition.

 

In a depressed stock market, companies can often fetch a higher value from an IPO than a private sale. Acquirers focus on the health of a company's balance sheet, so assuming debt or issuing stock for big purchases is riskier than during a boom market, when growth and profits are the goal.

 

Citigroup Inc. opted this year to spin off Travelers Property Casualty Corp rather than sell it outright, and Loews Corp. took a similar approach with its Carolina Group Inc.

 

 

 

 

 

 

 

 

-----------------------------------------------------------------------------------------------

 

Bank Earnings Rise to New Record of $21.7 Billion

 

Net Interest margin improvement at large banks give lift to

profits,