ALL THAT GLITTERS...
By LARRY GURWIN AND ADAM ZAGORIN
FOR YEARS, GUCCI HAD BEEN descending from Riviera swank to Jersey gaud. Its overlicensed double-G appeared on everything from coffee mugs to ashtrays. Fake versions of its handbags were sold on urban street corners everywhere. Then, suddenly, it found a shoe that fit: a sexy, backless clodhopper that became the must-have of devotees of high style in 1993. Gucci went on a winning streak. By March 1995 its designer, Tom Ford, was electrifying the fashion world with a revival of '60s rebellion. Soon celebrities like Madonna were in head-to-toe Gucci. At the company's London boutique this fall was a waiting list 100 chic names long for the new, $325 velvet hip-huggers. At Bergdorf Goodman in Manhattan, 256 women await a reshipment of $295 high-heel pumps. The fever has hit Wall Street. Last week Gucci was the red-hot initial public offering. At $22 a share, the once unhip, money-losing 72-year-old Florentine company was worth $1.3 billion.
No one is as happy about that turnaround as Nemir Kirdar, 59, the Iraqi-born founder and president of Investcorp, the Arab investment boutique that engineered Gucci's turnaround. Shod in black reptile-skin Gucci loafers, Kirdar sat confidently in his company's New York City office--occupying the entire 37th floor of a Park Avenue high-rise--contemplating Gucci's renaissance. After Investcorp bought the company in the late 1980s, Gucci lost so much money some feared it would go bust. "There was a time," says Kirdar, "when--in the minds of several of our clients as well as some of our own professionals--Gucci was a write-off." But during the first half of this year, Gucci posted a $24.8 million profit, five times the figure for the same period last year.
Gucci is only one of many jewels in Kirdar's crown. In 1984 Investcorp bought Tiffany & Co.--and sold it in a 1987 public offering for six times its purchase price. In 1990 Investcorp bought Saks Fifth Avenue. Since its founding in 1982, Kirdar's bank has arranged more than 50 acquisitions in the U.S. and Europe, valued at more than $7 billion. Such deals have spawned press accounts praising the bank's "gold-plated reputation" and Kirdar as "the banker to billionaires...a legend in financial circles." Says G. William Miller, a former Treasury Secretary: "Investcorp [has] shown a tremendous ability to buy, develop and sell businesses."
A close look at Investcorp's record, however, indicates its reputation may not be entirely deserved. Many Investcorp acquisitions have turned into costly disappointments. The bank stands accused of serious misconduct in two court cases that have received almost no public attention. Moreover, former executives of a prestigious jewelry firm under Investcorp control have told TIME they believe the firm has engaged in misleading accounting practices. Investcorp has a cozy relationship with officials in Bahrain, where the company is based and where the government is responsible for regulating it.
Although Investcorp calls itself a merchant bank, it is more like a leveraged buyout firm, the Arab world's answer to Kohlberg Kravis Roberts. Kirdar rounds up brand-name companies and repackages them for sale to deep-pocket clients in the Persian Gulf. At the right moment, Investcorp and its partners "cash out" by selling off acquisitions at a profit--through a private sale or a public stock offering. Investcorp certainly spends money like a billionaires' bank. An eight-story headquarters in Bahrain (Investcorp House) is complemented not only by the premises on New York's Park Avenue but also by posh offices in London's Mayfair district. White-uniformed butlers glide around serving executives catered gourmet lunches at their desks. Many clients receive annual invitations to conferences like one held in July at New York's Waldorf-Astoria. In 1992, on the occasion of its 10th anniversary, Investcorp threw a lavish party at London's Victoria and Albert Museum. Guests nibbled on caviar served from ice sculptures and strolled under garlands of peonies adorned with caged songbirds. When major deals are in the works, senior executives zoom across the Atlantic on the Concorde. "They fly the Concorde if they want a salami sandwich," jokes a former bank adviser. "I've never seen anybody throw money around like Investcorp."
Before launching Investcorp, Kirdar worked for Chase Manhattan Bank, where he was in charge of operations in the Persian Gulf. (Many of his senior executives are Chase alumni.) He was there at the height of the oil shocks of the 1970s and forged close ties with some of the richest men in the region. Abdul-Rahman Al-Ateeqi, a former Oil Minister and Finance Minister of Kuwait, has been Investcorp's chairman since the beginning. The vice chairman, Ahmed Ali Kanoo, heads a family with a net worth estimated at $1.5 billion.
In 1983, just a year after the bank was launched and when Kirdar and his colleagues were doing business from rented space in a Holiday Inn in Bahrain, he boasted that he was putting together a bank "like something J.P. Morgan envisaged." Thanks to Kirdar's connections, Investcorp was able to raise $50 million in start-up capital and four years later another $50 million. Investcorp's list of founding shareholders reads like a Who's Who of the gulf, including the names of dozens of leading businessmen and members of the region's ruling families, among them Sheik Ahmed Zaki Yamani, the former Oil Minister of Saudi Arabia, and seven members of the Saudi royal family. The vips generated tremendous interest, and when the new bank sold a large chunk of its stock to the public, prospective buyers in Bahrain queued up at dawn.
The bank has reported healthy profits year after year. (In 1994 it posted a net profit of $51 million, down from record earnings of $67.3 million in 1993.) Its stock, listed on the Bahrain Stock Exchange, has quadrupled in price since the bank's founding. But for Investcorp clients who participate in takeovers arranged by the bank, it has not always been smooth sailing. Many deals have been duds. Dellwood Foods, a troubled New York dairy acquired in 1985, languishes unsold in Investcorp's portfolio. Also unsold is Chaumet, a world-famous French jeweler, which has racked up millions of dollars in losses. Other flops include the Carvel ice-cream chain and New York Department Stores of Puerto Rico, disposed of last year at a substantial loss. A huge disappointment has been Color Tile, America's largest chain of floor-covering stores. The company lost $46.3 million last year and was close to bankruptcy until Investcorp and other investors pumped in $30 million in August. Kirdar acknowledges that many deals have not worked out as hoped, but cites the bank's willingness to work with troubled companies over the long haul, nursing them back to health.
Investcorp's biggest deal ever was the 1990 takeover of Saks Fifth Avenue. When Investcorp bought the prestigious chain, it was evidently hoping to repeat its triumph with Tiffany. Investcorp certainly promoted Saks to its clients that way. A 1990 private-placement memo to Arab clients obtained by TIME contains an extremely bullish forecast on the first page: Saks was expected to produce an investment return of 25.9% a year, and was likely to be sold within four years. One reason Investcorp failed to repeat its Tiffany coup with Saks is that the $1.6 billion purchase price was $200 million to $300 million too high, according to several sources, including a former Investcorp executive with direct knowledge of the deal. "Kirdar wanted it badly," recalls this source, "and he said, 'Let's just do a bid that'll knock everybody out.'" During the two years after the takeover, Saks reportedly lost $398 million, and Investcorp and its clients were forced to invest an additional $300 million in the company. More than five years have passed, and there has been no public offering. Investcorp says Saks has rebounded, but it declines to provide details or predict when the company will go public.
How has Investcorp managed to raise billions of dollars when its track record is so uneven? Its sales force is based in Bahrain, about an hour's flight from most of the bank's clients. Scores of Arabic-speaking marketers travel throughout the region, offering deals and updates on past transactions. It's a level of "expensive, personalized service," says Kirdar, that Investcorp's competitors can't match. Investcorp's success in the Middle East may also be due to its marketing documents, which are not overseen by Western regulatory agencies. The contrast is striking between an Investcorp private-placement memorandum and a prospectus approved by the Securities and Exchange Commission. The SEC-approved prospectus for Gucci is filled with warnings and disclaimers, including a section on "risk factors" that runs 3 1/2 pages. A Saks private-placement memorandum circulated to mostly Arab investors discusses risk factors in less than a page and the language is much less blunt.
Cultural factors also help explain Investcorp's marketing success. When the bank got started in the early 1980s, many of its Arab clients were unschooled in Western business practices. Kirdar was their bridge to the West. He spoke their language, sprang from their culture, yet was Western educated (he has an M.B.A. from New York's Fordham University) and had trained in a big U.S. bank. Kirdar understood his clients' taste in brand names. One reason Investcorp bought Gucci, says an Arab banker, is that "the Arabs wear the shoes." Many were happy to hand millions of dollars to Kirdar with few strings attached.
Now, a younger generation of wealthy Arabs tends to be more sophisticated--and less willing to let Investcorp managers stuff their portfolios with shares of uncertain value. An adviser to an Arab family with a net worth between $500 million and $1 billion told Time his clients have become disenchanted. "If you hit on one of their big deals like Tiffany, the rewards can be spectacular. But a whole string of others have been very disappointing, and all they do is send you fancy reports with Investcorp's latest solution for a turnaround and very little numerical analysis. You have no recourse."
The questions about Investcorp go beyond its dealmaking record. Two former executives of Chaumet, which the bank took over in 1987, accuse it of engaging in accounting gimmickry. The elegant French jeweler, with headquarters in Paris' Place Vendome, was acquired for $45 million in a court-supervised sale after its previous owners were charged with fraud and forced into bankruptcy. Investcorp then sold chunks of the company to clients. Later, as part of a turnaround strategy, seasoned French jewelry executive Charles Lefevre was installed as chairman, working under Investcorp's close supervision.
Despite Lefevre's efforts, Chaumet lost about $24 million in 1992. Early the next year, Investcorp held a board meeting in Paris, and Lefevre was invited to meet the directors. In view of the losses, Lefevre was bracing himself for criticism--or at least some tough questions. Instead, he recalls, "they said, 'Congratulations--for the first time you're showing a profit.'"
DURING HIS TENURE AT CHAUMET, Lefevre says, he uncovered many questionable accounting practices--an observation shared by another former executive. For example, Lefevre discovered that in 1990 Chaumet had sold about $4 million worth of jewelry to a customer in the gulf. The supposed sale, says Lefevre, was a sham. He claims that they "sent worthless merchandise" and that the bill was not paid. But the existence of the invoice made it possible to book $4 million in extra revenue for that year, enabling Chaumet nearly to break even. (Investcorp insists Chaumet never engaged in such practices.)
Lefevre also says Chaumet sold watches and jewelry at inflated prices to a shell company in Switzerland called Lausanne Investments; he says the sales allowed Chaumet to get poorly selling merchandise off its books without showing a loss. (Thousands of watches were later sold to dealers in the U.S. at a fraction of their inventory value, according to sources with direct knowledge of the transactions.) Chaumet's 1993 and 1994 financial statements, filed in a French commercial court, refer to the company's transactions with Lausanne but do not reveal who owned or controlled it.
Lefevre says he protested what he regarded as improper accounting and left the company in early 1993. The remainder of his contract was paid off in full via a wire transfer from a bank in the Cayman Islands. Curiously, Lefevre notes, the money was wired not by Chaumet or even Investcorp but by Lausanne Investments.
Investcorp denies it ever misinformed Chaumet's shareholders about the company's performance and says they knew Chaumet lost money in 1992. The bank acknowledges that clients do not receive complete financial statements (unless they ask for them) but only "investment reports" showing operating income (before interest and taxes) rather than net income. Since clients agree to receive information in this form, says Investcorp, there is no problem. That ignores a critical factor: Chaumet's sales of inventory to Lausanne at inflated prices. If it had not been for those sales, Chaumet would have reported much higher losses in 1993 and 1994.
And who owns Lausanne Investments? "Investcorp does not own Lausanne Investments," a bank spokesman declared. When TIME pursued the issue, the spokesman changed his answer. Lausanne, he said, was owned by the same investors who own Chaumet--a group led by Investcorp. This means Investcorp controlled the seller and the buyer and used that control to slash Chaumet's losses. While there is nothing odd about a jeweler's disposing of excess stock this way, Lausanne's ownership is not disclosed in Chaumet's publicly filed financial statements, which means anyone who read them would get a distorted impression of the company's performance. Investcorp insists its own clients were informed, but declines to provide documentation. "We give our clients what they need," says Kirdar. "We do not mislead them."
Moreover, if you believe the plaintiffs in two civil suits against Investcorp, the company doesn't always play straight. When Investcorp took over the Circle K convenience-store chain in 1993, it did so through a vehicle called CK Acquisitions. That shell company has now been sued by rival bidders for allegedly making false statements to a bankruptcy-court judge who had to approve the bid. The complaint alleges that CK Acquisitions failed to disclose that Circle K management would own stock in the retailer after the takeover. (That was an important point because it could help explain why management endorsed the offer.) The plaintiffs are seeking $30 million in actual damages and $200 million in punitive damages. Investcorp's law firm managed to get the action dismissed, but last spring a judge reinstated it, saying the issues were too complex and important to be decided without a trial. Investcorp partner Savio Tung denies the allegations in the complaint. Says he: "We did not do anything wrong."
Another little-noticed case involves even more serious charges. The complaint, filed in Manhattan federal court, accuses Investcorp and five of its board members, as well as other defendants, of fraud and extortion. According to the complaint, the defendants tried to loot the Saudi European Bank, an Arab-owned institution in Paris. The lawsuit was filed by the bank's former parent company, headed by Syrian-born banker Jamal Radwan. The complaint charges that several defendants concocted a scheme for Investcorp to take over Saudi European Bank. In addition, Kirdar allegedly threatened to persuade other banks to stop doing business with Radwan's. Some of the individuals named in the complaint are also accused of trying to bribe and threaten Radwan to get him to approve "uneconomic and illegal loans and business transactions for their personal benefit." A few of these individuals drained money out of the bank, the complaint alleges, "by making fraudulent statements and presenting false and misleading financial information," leading to bad loans. In 1989 Saudi European nearly collapsed, and in order to avert a financial crisis, French authorities arranged for an investment group to take it over. According to the lawsuit, fraudulent borrowing and other misconduct by the defendants had crippled the bank. Investcorp and several other defendants have filed motions to dismiss the complaint. A number of them are also plaintiffs in continuing litigation against Radwan in which they accuse him of swindling them out of several million dollars. (In fact, Radwan conceived his own lawsuit as a "counterattack.") He denies the allegations.
The Saudi European suit, according to Investcorp general counsel Lawrence Kessler, is "completely without merit, and we expect to see it dismissed." (Other defendants deny all charges). When TIME asked Kirdar to comment on the litigation, he not only rejected the charges but also said he barely knew Radwan and doubted he had ever spoken more than "15 words" to him. Both men, however, worked for Chase Manhattan in the Middle East in the '70s and, says Radwan, both attended management meetings. Radwan supplied Time with a photograph of himself with Kirdar taken in Switzerland in 1988.
Whatever the merits of the complaint, it highlights the intriguing background of a key Investcorp insider: Abdullah Taha Bakhsh, a Saudi tycoon who has served on Investcorp's board since the bank was founded and who helped persuade other rich Saudis to invest. (Like Investcorp, Bakhsh filed a motion to dismiss the Saudi European action, and his lawyer expects it to be granted.) The complaint points out that Bakhsh was a major shareholder of Paris-based Al Saudi Banque, which collapsed in 1988, and accuses him of looting that institution. One of Bakhsh's other holdings is the First Commercial Financial Group, a commodities futures firm in Chicago that has been sanctioned repeatedly by regulators. In a court ruling in 1990, a judge held that First Commercial failed to raise "a single credible defense" to a customer's allegations that the firm had defrauded him. "The case," wrote the judge, "establishes once more that there are virtually no limits to greed, or the ingenuity of men in devising schemes to cheat." First Commercial is still having run-ins with regulators. Last May the Commodity Futures Trading Commission accused it of engaging in a check-kiting scheme to mislead regulators about its financial condition. The firm is fighting the charges.
The issue of bank regulation is a vital one in the wake of scandals at Britain's Barings Bank and Japan's Daiwa Bank. The biggest debacle of recent years was the 1991 collapse of the Bank of Credit and Commerce International, which cost depositors billions of dollars. Much of the blame was placed on regulators who seemed oblivious to B.C.C.I.'s frauds. No one is suggesting that this is another B.C.C.I. case in the making. When questioned about Investcorp's practices, its officials noted that the bank is licensed in Bahrain and is well supervised. "It's a very strong regulatory agency," says Kessler.
But questions remain. Investcorp has thrived in the Bahraini environment, perhaps because some of the most powerful businessmen in the tiny island state are directors and major shareholders. When the bank was founded, it was granted an extraordinary privilege by the Bahrain government. At the time, foreigners were barred from buying stock in publicly traded companies unless they were citizens of Bahrain or of one of five neighboring countries in the Gulf Cooperation Council. The Bahrain authorities allowed Investcorp to sell 25.8% of its stock to a company owned entirely by citizens of Iraq (a non-gcc country), including Kirdar. Another clue to the bank's status in Bahrain appears in an SEC filing by Sports & Recreation Inc., a Tampa, Florida-based firm that sells sporting goods through Sports Unlimited shops. When Investcorp took the firm public in 1992, the prospectus said one of its largest shareholders was a shell company owned by Bahrain's Ministry of Finance. This would be roughly equivalent to the U.S. Treasury Department's putting money into a takeover arranged by a Wall Street buyout firm.
In the Middle East, where business deals are often driven by personal ties, Kirdar enjoys a warm relationship with Bahrain's Prime Minister, Sheik Khalifa bin Sulman al-Khalifa, a brother of the ruling Emir. Last year Sheik Khalifa met with Investcorp's board and commended the bank on its success. A press report on the meeting failed to mention that the ruling family may have a considerable personal stake in that prosperity: millions of shares were sold to members of the clan when the bank was founded. As for the Prime Minister, he may not be the best judge of banks. He used to own stock in B.C.C.I.
--With reporting by Ginia Bellafante/New York
With reporting by Ginia Bellafante/New York