The Securities and Exchange Commission has launched a broad investigation of PepsiCo Inc. and its top management, suggesting that an internal company probe of falsified accounting abroad did not go far enough, according to court documents.
The scope of the SEC probe came to light today in court papers filed by the government agency and PepsiCo, the parent company of Pepsi and a host of other beverage and food concerns. PepsiCo filed a complaint in federal court here late Friday seeking to block the commission from issuing subpoenas to "third parties" connected to the case without notifying the company.
In a response to the PepsiCo complaint, the SEC disclosed in court the probe that the agency ordered in February.
According to a statement filed by Joseph I. Goldstein, chief of the SEC's Branch of Corporation Finance-Enforcement, the commission has launched a non-public probe to determine whether "PepsiCo, its officers, directors or any other persons" have violated federal securities rules.
Furthermore, in court papers, the SEC said a preliminary staff investigation "tended to show that 'PepsiCo, its officers, directors and others' since Dec. 1978 may have engaged in fraud with respect to PepsiCo's financial condition and operations, recognition of income, and valuations of assets."
The company stated in its complaint that it had already produced "many thousands of pages," as the commission had sought in a Feb. 18 subpoena.
The investigation stems from a series of disclosures by the company of "accounting irregularities" that caused the company to overstate its profits by $92.1 million for a period of almost five years ending last September. According to the company, the practices involved bottling operations, owned by the company, primarily in Mexico and the Philippines.
The company said in a Nov. 5, 1982 announcement that it had "recently" discovered the problem, launched "a full scale investigation" and notified the SEC.
PepsiCo said that managers of some of the company's foreign subsidiaries had falsified accounts "to improve the apparent performance of their operations." Furthermore, the company said the schemes involved "extensive collusion, creation of false documentation and the evasion" of internal company controls. But the company said none of these actions was designed to divert company funds "to personal, improper or illegal use."
At that time, PepsiCo announced the dismissal of four executives, including the head of its overseas bottling operations. Further, it stated that no evidence had been found to suggest similar situations in other company divisions or that any director or "senior corporate executive was involved."
On Dec. 13, the company said it had completed that investigation, that the "irregularities" had been "identified and corrected" and announced that it had adopted new financial controls and "replaced all senior management and a number of middle management employes in the operations involved."
The court papers, however, suggest that the SEC is not satisfied with the company probe. The agency charged that the company is seeking "to monitor and delay" the SEC investigation.
That charge was denied by Walter Rosenstein, the company's associate general counsel. Rosenstein said in an interview today that the suit was filed so the company can coordinate its legal efforts both with the commission and in the same New York court that has been assigned a shareholder suit stemming from the disclosures.
U.S. District Court Judge Abraham D. Sofaer today refused to grant the company's request for a temporary restraining order to block the issuance of the subpoenas.
Rosenstein said that the SEC was motivated by "bureaucratic imperative" and that "what we're trying to do is get some perspective on where they are going and how that plays into our shareholder suits."
The commission's action in issuing the subpoenas "will result in serious, immediate and irreparable injury" to the company, PepsiCo said.