Nor should the financial implications of these crimes, massive though they are, obscure the challenge they posed to the nation’s law-enforcement capabilities, its judicial system, and ultimately, to the sense of justice and fair play that is a foundation of civilized society. If ever there were people who believed themselves to be so rich and powerful as to be above the law, they were to be found in and around Wall Street in the mid-eighties. If money could buy justice in America, Milken and Drexel were prepared to spend it, and spend it they did. They hired the most expensive, sophisticated, and powerful lawyers and public-relations advisors, and they succeeded to a frightening degree at turning the public debate into a trial of government lawyers and prosecutors rather than of those accused of crimes.
But they failed, thanks to the sometimes heroic efforts of underpaid, overworked government lawyers who devoted much of their careers to uncovering the scandal, especially Charles Carberry and Bruce Baird, in the Manhattan U.S. attorney’s office, and Gary Lynch, the head of enforcement at the Securities and Exchange Commission. Their efforts did not succeed perfectly. The pervasiveness of crime on Wall Street after a decade of lax enforcement sometimes overwhelmed their resources. Not everyone who should have been prosecuted has been, and mistakes were made. Yet their overriding success in prosecuting the major culprits and reinvigorating the securities laws is a tribute to the American system of justice.
This is the full story of the criminals who came to dominate Wall Street, how they achieved the pinnacle of wealth, power, and celebrity, and how they were detected and brought to justice. Despite the intense publicity that accompanied the charges against them, very little of this story has been made public. Milken, Boesky, Siegel, and Levine, by pleading guilty to reduced charges, avoided full public trials. This account is based on over four years of reporting, including scores of interviews, the review of voluminous documentary records, grand jury and other transcripts, lawyers’ interview notes, and notes of various participants. In an era that purported to glorify free-market capitalism, this story shows how the nation’s financial markets were in fact corrupted from within, and subverted for criminal purpose.
At the most basic level, American capitalism has flourished because everyone, rich and poor alike, has seen the marketplace reward merit—enterprise, innovation, hard work, intelligence. The securities laws were implemented to help protect that process, to guard the integrity of the markets and to encourage capital formation, by providing a level playing field on which everyone might pursue their fortunes. Violations of the securities laws are not victimless crimes. When insider traders gain windfall stock profits because they have bribed someone to leak confidential business secrets, when prices are manipulated and blocks of stock secretly accumulated, our confidence in the underlying fairness of the market is shattered. We are all victims.
1.
Martin Siegel, the youngest member of the class just graduated from the Harvard Business School, reported for work at Kidder, Peabody & Co.’s Manhattan headquarters at 20 Exchange Place in August 1971. That morning, the 23-year-old Siegel wandered through the halls looking at the portraits of Henry Kidder, Francis Peabody, Albert R. Gordon, and others that hung above the Oriental rugs and slightly threadbare carpets. Siegel tried to absorb the images of this strange and rarefied world of old money and discreet power.
He didn’t have much time for reflection. He and his new wife hadn’t even unpacked before he was thrown into a day-and-night project to win some new underwriting business from the Federal National Mortgage Association. Siegel’s partner on the project made little impression on him, except for his name: Theodore Roosevelt IV, or maybe V; Siegel could never remember which.
In 1971, with the Vietnam War still raging and spurring opposition to the Establishment, few top students were going to business school, let alone Wall Street. Siegel, one of the top graduates in his Harvard class, had had his pick of nearly every major investment bank and securities firm. He had applied to 22; all had shown interest.
Kidder, Peabody, with about $30 million in total capital, barely ranked in the country’s top 20 investment firms. In the hierarchy of Wall Street, Kidder, Peabody was in the second-tier, or “major” bracket. It didn’t rank in the elite “special” bracket with Salomon Brothers, First Boston, Morgan Stanley, Merrill Lynch, or Goldman, Sachs.
Though the winds of change were apparent in 1971, Wall Street was still split between the “Jewish” and the “WASP” firms. At an earlier time, when major corporations and banks had discriminated overtly against Jews, Wall Street had rewarded merit and enterprise. Firms like Goldman, Sachs, Lehman Brothers, and Kuhn Loeb (made up historically of aristocratic Jews of German descent) had joined the ranks of the most prestigious WASP firms: Morgan Stanley—an outgrowth of J. P. Morgan’s financial empire—First Boston, Dillon, Read, and Brown Brothers Harriman. Giant Merrill Lynch Pierce Fenner & Smith, something of an anomaly, had once been considered the “Catholic” firm. Kidder, Peabody remained firmly in the WASP camp. Siegel was the first Jew it hired in corporate finance.
Siegel was looking for variety and excitement. Only investment banking offered the prospect of an immediate market verdict on a new stock issue or the announcement of a big acquisition. He had narrowed his choices to three firms: Goldman, Sachs, Shearson Hayden Stone, and Kidder, Peabody. A Goldman recruiting partner phoned, and asked, if Goldman made him an offer, would he accept? Siegel didn’t commit. Shearson Hayden Stone offered him the largest salary—$24,000 a year.
Kidder, Peabody offered only $16,000. But Siegel saw unique opportunities there. The firm was full of old men, but had a roster of healthy blue-chip clients. Siegel envisioned a fast climb to the top.
Kidder, Peabody’s aristocratic aura appealed to Siegel. One of America’s oldest investment banks, it was founded in Boston as Kidder, Peabody & Co. in 1865, just before the end of the Civil War. Early on, Kidder raised capital for the railroad boom, primarily for the Atchison, Topeka & Santa Fe. Its clients also included two stalwarts of establishment respectability, United States Steel and American Telephone & Telegraph.
The modern Kidder, Peabody was dominated by Albert H. Gordon, the son of a wealthy Boston leather merchant, and graduate of Harvard College and Business School. In 1929, when the firm was devastated by the market crash, Gordon, a young bond salesman at Goldman, Sachs, stepped in with $100,000 of his own capital. Along with two partners, he acquired the firm in 1931.
The indefatigable Gordon, a physical-fitness fanatic with limitless energy and impeccable Brahmin bearing, moved the firm’s headquarters to Wall Street from Boston and set about building a roster of clients. He had an advantage: Kidder, Peabody’s reputation, in sharp contrast to many of its rivals, had remained remarkably unsullied in the aftermath of the crash.
The shock of the crash and the Depression had set off a reform movement in Congress culminating in Senate hearings conducted by special counsel Ferdinand Pecora beginning in 1932. Through Pecora’s withering cross-examination of some of Wall Street’s leading investment bankers, the American public learned about insider trading, stock-price manipulation, and profiteering through so-called investment trusts. Most of the abuses uncovered involved information bestowed on a favored few and withheld from the investing public. It was not only information that directly affected stock prices, such as the price of merger or takeover offers, but information that could more subtly be turned to a professional’s advantage: the true spread between prices bid and prices asked, for example, or the identities of buyers of large blocks of stock and the motives behind their purchases.
In the wake of widespread public revulsion and populist fury, Congress passed historic legislation, the Securities Act of 1933 and the Securities Exchange Act of 1934. A new federal agency, the Securities and Exchange Commission, was created to enforce their provisions. Congress deemed the enforcement of its new securities laws to be so important that it enacted corresponding criminal statutes.
By separating banki
ng from securities underwriting, the raising of capital, and distribution of stocks, bonds, and other securities, the securities acts set the stage for modern investment banking. Under Gordon’s guidance, Kidder, Peabody concentrated on its underwriting function. The firm was a pioneer at opening branch offices in U.S. cities. The idea was, as Gordon liked to put it, to “sell your way to success.”
Through most of its history, Kidder, Peabody was a tightly controlled partnership, with Gordon personally owning most of the firm and its profits. When the firm incorporated in the 1960s, the ownership changed little; Gordon simply became the firm’s largest shareholder. He was parsimonious about bestowing ownership stakes on the firm’s executives.
Kidder, Peabody prospered, if not spectacularly, under Gordon’s conservative leadership. Determined to avoid another capital crisis, Gordon insisted that Kidder’s executives plow their earnings back into the firm. This gave the firm the capital to survive the sudden drop in trading volume and profits that struck Wall Street in 1969. A Kidder vice president, Ralph DeNunzio, served as vice chairman of the New York Stock Exchange and helped arrange the merger of such old-line houses as Good-body & Co. and du Pont. DeNunzio became chairman of the stock exchange in 1971, the same year Siegel graduated from Harvard Business School.
Martin Siegel’s lineage was modest in contrast to that of the leaders of Kidder, Peabody. His father and an uncle owned three shoe stores in Boston, outlets that relied on American suppliers and catered to middle-to-working-class tastes. In the late sixties and early seventies, the stores were devastated by chains benefiting from national advertising and low-cost foreign suppliers. This was painful for Siegel, who had never seen anyone work so hard for so little as his father. As a kid growing up in Natick, a Boston suburb, he had almost never seen his father, who worked seven days a week, often spending the night in the city. Unlike his classmates’ fathers, Siegel’s father never played ball with him.
Siegel wasn’t good at sports in school; he started first grade a year early, so his physical development lagged behind his classmates’. But starting as a freshman in high school, he excelled academically. He thought he wanted to be an astronaut. When Siegel was accepted in his junior year of high school for a work-study program at Rensselaer Polytechnic Institute, a science and engineering college, he became the first member of his family ever to attend college. He continued to do well academically even while working part-time, and entered a master’s program in chemical engineering in 1968. He knew he’d never become rich toiling as an anonymous engineer in a corporate laboratory, so he applied to Harvard Business School and was accepted for the class entering in September 1969.
The turmoil sweeping American campuses during the late sixties had had remarkably little effect on Siegel, but at Harvard, he was caught up in the antiwar movement after the U.S.—led invasion of Cambodia in 1970 and the killings of students at Kent State by the Ohio National Guard. He participated in an antiwar sit-in in Harvard Yard and smoked marijuana cigarettes a few times. Still, he was annoyed when students managed to get that year’s final exams canceled. He took his anyway, exercising an option to take the exams at home and submit them by mail.
For his senior thesis, Siegel tackled the mounting woes of his father’s shoe store business. His solution: The stores should be transformed into specialty high-end boutiques, catering to wealthy, fashion-conscious women. This would avoid the growing competition in the rest of the market. Siegel’s father agreed in principle, but then his brother, who did the buying for the stores, had a heart attack. His father didn’t have the eye or instincts for high-fashion retailing, but Siegel’s thesis earned “distinction-plus,” Harvard’s equivalent of A +.
On the Fourth of July 1970, Siegel married Janice Vahl, a music student from Rochester he’d met two years earlier. After Siegel accepted Kidder, Peabody’s offer, he and Janice moved to New York, paying $212 a month for a modest one-bedroom apartment on Manhattan’s East 72nd Street.
Siegel took naturally to Wall Street and investment banking; his energy and drive were, as he had predicted, a breath of fresh air at Kidder, Peabody. DeNunzio, now Kidder, Peabody’s chief operating officer, seemed early on to have taken favorable notice of his new employee. He too came from a modest background and seemed far more comfortable with earthy sales and trading types than he was with upper-crust investment bankers.
Siegel began working on some merger-and-acquisition transactions, since no one else at Kidder, Peabody was eager to get involved. Hostile takeovers bore an unsavory taint. They generated bad feelings, especially toward those who represented the attackers. This sometimes alienated other clients. Many of the WASP investment banks and law firms preferred to leave such work to the other firms, many of them Jewish.
None of this bothered Siegel. His first takeover deal came just after the passage of the Williams Act, which spelled out new procedures to protect shareholders from coercive takeover tactics. The deal was an unsuccessful bid by Gulf + Western’s acquisitive Charles Bluhdorn, a longtime Kidder, Peabody client, for the Great Atlantic & Pacific Tea Co. Bluhdorn, who was close to DeNunzio, praised Siegel’s work, and DeNunzio made sure that Siegel was assigned to another major client, Penn Central’s Victor Palmieri. In 1974, recognizing the dearth of expertise in the area, Siegel wrote a textbook on mergers and acquisitions for use within Kidder, Peabody; it was hailed by his colleagues. In only two years, he was promoted to an assistant vice president.
As Siegel’s career took off, trouble developed in the rest of his life. His father’s business continued to worsen; Siegel flew to Boston almost every weekend to help. His marriage suffered. Janice sang with the Bel Canto opera in New York and wanted to pursue a musical career. Siegel, who had no interest in opera, gave her little support. In February 1975 they separated.
Shortly before, his father’s bank and principal lender had pulled the plug on the Siegel shoe business. Robert Siegel’s company filed for bankruptcy. The once-proud and energetic retailer became, at 47, a broken man. He tried selling real estate; that didn’t work out. He tried doing house repairs. Finally he landed a job selling roofing at Sears. Siegel watched with alarm as his father seemed to give up on his own life. He noticed the older man beginning to live vicariously through the sons and daughter he had once never had time for.
Siegel was haunted by the possibility that something similar might happen to him. He vowed he would never wind up a broken man.
After his father’s misfortune, Siegel plunged even more completely into his work, frequently logging 100-hour weeks. Emulating Gordon, still titular head of the firm, he embraced physical fitness. One of his contemporaries at the firm, a former all-American wrestler named Scott Christie, put him through a fitness regimen at the New York Athletic Club. At one point, Christie, Siegel, and John Gordon, Al Gordon’s son, were standing in a corridor at the firm when Siegel boasted that he could do 50 push-ups in a minute. Christie squeezed Siegel’s bicep and rolled his eyes skeptically. “Come on, Marty.” With that, in his shirt and tie, Siegel dropped to the floor. He did the 50 push-ups in less than a minute.
Handsome Martin Siegel became Kidder, Peabody’s golden boy. He bought an Alfa-Romeo convertible and a beach house on Fire Island, a popular resort off Long Island. He became socially poised and gregarious. DeNunzio, awkward and physically unprepossessing himself, shrewdly recognized in Siegel a talent for getting and nurturing clients, DeNunzio’s major weakness. He made Siegel a full vice president in 1974, and soon Siegel was reporting directly to DeNunzio. When Kidder, Peabody client Gould Inc. made a cash tender offer for a valve manufacturer around Christmas 1975, DeNunzio assigned Siegel to work with the legendary Lazard Frères financier Felix Rohatyn, who was representing the target company. Siegel was reticent at first; he was in awe of Rohatyn. Then, during a meeting, Rohatyn excused himself to use the bathroom. Siegel thought, “My God, he’s human!” There was no reason Siegel couldn’t become a legend himself, like Rohatyn.
In April 1976, takeover
lawyer Joseph Flom (a founder of Skadden, Arps, Slate, Meagher & Flom) invited Siegel to give a presentation on “identifying takeover targets” at a panel discussion. Siegel was flattered, though he knew it didn’t take much to be an expert. Anyone who’d handled even one post—Williams Act deal was considered qualified.
Siegel was even more flattered when he met the other participants: Ira Harris, one of Salomon Brothers’s leading investment bankers; Robert Rubin, a fast-rising star at Goldman, Sachs; John Shad, head of E. F. Hutton; Arthur Long, the leading proxy solicitor; Theodore Levine, an enforcement attorney at the SEC; Arthur Fleischer, a prominent takeover lawyer at Fried, Frank, Harris, Shriver & Jacobson; and, seated right next to Siegel, Flom’s principal rival in the takeover bar, Martin Lipton, a founder of Wachtell, Lipton, Rosen & Katz.
Collectively, the panel’s expertise covered the emerging field of hostile takeovers, a field that was to transform the face of corporate America to a degree that none of them then dreamed possible. American industry had undergone other periods of industrial consolidation, most recently in the sixties, when the fad to diversify had led many large companies into mergers, generally financed with stock during that decade’s great bull market. Those acquisitions were mostly friendly. Earlier, the monopolistic corporations of the Morgan era had been produced by numerous mergers (some of them not-so-gently coerced by the great financier himself). None of these kinds of deals were really comparable to the hostile takeover boom that began in the mid-seventies and surged in the eighties, however, except in one key respect: they offered enormous opportunities to profit on the stock market.
Siegel noticed that Lipton was scribbling notes furiously while others made their presentations. Then, when Harris’s turn came to speak, Lipton shoved the notes in front of him, and Harris virtually read his presentation. So this was how the M&A “club” worked, Siegel thought.
Den of Thieves Page 2
