Ex-Chief of Computer Associates Is Indicted on Fraud Charges
By ALEX BERENSON, NY TIMES, September 23, 2004

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A federal grand jury yesterday charged Sanjay Kumar, the former chairman and chief executive of Computer Associates International, with securities fraud and obstruction of justice, in what may be the last major white-collar criminal case to come out of the accounting scandals of the late 1990's.

Along with Mr. Kumar, the grand jury indicted Stephen Richards, the company's former executive vice president for worldwide sales, on similar charges, in a 45-page indictment that depicts a wide-ranging conspiracy at the company to break accounting rules and mislead government and corporate investigators.

Mr. Kumar and other senior executives, according to the indictment, were so desperate to meet Wall Street's forecasts for Computer Associates' quarterly profits that they backdated billions of dollars in contracts to do so. In one case, Mr. Kumar flew to Paris so he could personally persuade a customer to sign a backdated contract, the indictment says.

When the government began to investigate accusations of accounting misconduct in 2002, Mr. Kumar and Mr. Richards encouraged employees to mislead prosecutors and Securities and Exchange Commission lawyers, according to the indictment.

Lawyers for Mr. Richards and Mr. Kumar denied the charges.

Five other former executives of Computer Associates, the fourth-largest independent software company, have already pleaded guilty to charges of securities fraud or obstruction of justice stemming from the investigation. The company's former general counsel, Steven Woghin, pleaded guilty yesterday before Judge I. Leo Glasser in Federal District Court in Brooklyn.

Separately, Judge Glasser approved a deal between Computer Associates and government investigators that would let the company avoid prosecution.

The company agreed to pay $225 million in restitution to shareholders and improve its accounting and ethics practices under the oversight of an independent monitor; in return, prosecutors will dismiss securities fraud and obstruction charges against the company in 18 months, as long as the monitor finds that the company is abiding by the agreement.

By resolving the criminal investigation into the company's accounting practices, Computer Associates will be able to begin rebuilding its business, said Lewis S. Ranieri, a former investment banker who succeeded Mr. Kumar as chairman in April.

The company, which has 15,000 employees, including 3,000 at its headquarters in Islandia, N.Y., has been dogged since the late 1990's by a reputation for poor customer service and aggressive accounting practices.

Computer Associates' stock, which traded as high as $75 in 2000 before falling as low as $7.61 in July 2002, after the investigation was disclosed, fell 38 cents yesterday, to $25.30.

"This closes what I think is an important chapter in the company's history and opens up a new one," Mr. Ranieri said. "It's a good day here at C.A."

Computer Associates also said it would try to force executives "engaged in any improper conduct" to give back the pay and bonuses they received during the period in question.

In 1998, Mr. Kumar received a stock bonus of $330 million, among the biggest one-time payments ever given to an executive, though he later returned about $70 million in stock to settle a shareholder lawsuit. He was paid another $20 million in salary and bonuses from 1997 to 2004.

Of the top executives at Computer Associates in the late 1990's, only Charles B. Wang, the co-founder and chairman before Mr. Kumar, has not been indicted or entered a guilty plea. Prosecutors have never publicly mentioned Mr. Wang as a focus of their investigation, and a lawyer for Mr. Wang said he had no comment.

Lawyers for Mr. Kumar did not return calls for comment on Wednesday, but they have said previously that he is innocent. David Zornow, a lawyer for Mr. Richards, said in a statement that he was innocent and would contest the charges.

In a sign of the importance of the case to the Justice Department, which wants to show that it is aggressively prosecuting corporate crime, the indictment against Mr. Kumar and Mr. Richards was announced in Washington by James B. Comey, the deputy attorney general.

"The defendants,'' said Mr. Comey, the head of the department's corporate fraud task force, "are accused of perpetrating a massive accounting fraud that cost public investors hundreds of millions of dollars when it collapsed. Then they allegedly tried to cover up their crimes by lying. If proven true, such conduct cannot be tolerated, and the corporate fraud task force's track record shows that it will be met with severe penalties."

But the case, like other complex fraud cases, may test the resources of prosecutors; the charges against Mr. Kumar and Mr. Richards rely heavily on circumstantial evidence and novel legal theories.

While former and current Computer Associates employees have accused the company of violating acceptable accounting practices to overstate its sales and profit figures, the charges of securities fraud focus on a very narrow violation.

Prosecutors claim that Mr. Kumar and Mr. Richards encouraged employees to backdate contracts by a few days so the company could recognize profits from sales sooner than it should have, a practice that is not uncommon but is improper.

The obstruction charges are also complex. Prosecutors charge that Mr. Kumar and Mr. Richards lied directly to lawyers hired by Computer Associates to conduct an internal investigation into its accounting practices, and that the men knew that the lawyers would pass their comments on to prosecutors.

The prosecutors have filed a separate perjury charge against Mr. Richards, accusing him of lying under oath to investigators for the Securities and Exchange Commission, and a charge of making false statements against Mr. Kumar, who was interviewed by agents for the F.B.I. but was not under oath at the time.

In addition, much of the evidence against the men will consist of testimony from other executives who have already pleaded guilty and agreed to cooperate with prosecutors. Defense lawyers are certain to attack the witnesses as liars who hope to appease prosecutors by shifting blame from their actions to Mr. Kumar and Mr. Richards.

The case will probably not be tried until the summer of 2005 at the earliest, lawyers close to the case said.

So far, federal prosecutors have won several important white-collar cases, but the most significant, against former senior executives at Enron and WorldCom, have yet to come to trial. The trial of L. Dennis Kozlowski and Mark H. Swartz of Tyco International ended in a hung jury in a New York State court.

Since Mr. Kumar resigned as chairman and chief executive in April, Mr. Ranieri has served as chairman and Kenneth D. Cron as interim chief executive.

Mr. Ranieri said the company expected to name a permanent chief executive within 30 days. He strongly praised Mr. Cron's performance and said that Mr. Cron was a finalist for the job but that no decision had been made yet.

Analysts said they thought the settlement would benefit the company.

"The resolution of this issue would remove a longstanding overhang from the stock," Jason Maynard, a Merrill Lynch analyst, wrote in a research note. "The settlement should also clear a roadblock in the company's ability to hire a permanent C.E.O."