The Securities and Exchange Commission settled a case against PepsiCo Inc. yesterday after the company, which overstated its earnings by $92 million between 1979 and 1982, agreed not to violate federal securities laws in the future.
The SEC also alleged in a complaint against the company and five former employes of one of its units that the assets of PepsiCo's overseas bottling companies were inflated during the same period. PepsiCo and three of the individuals named in the suit signed the consent decree with the SEC without admitting or denying guilt.
"We have dealt exhaustively and responsibly with the public in this matter, and we are pleased the SEC has confirmed our findings," said James M. Griffith, director of public affairs for PepsiCo. "We and our shareholders were victimized by the actions of a small group of employes. The findings of the SEC investigation were the same as our own, and we agree to abide by the securities laws in the future. This is the formal close of the SEC's case."
High-ranking SEC officials yesterday did not agree that the commission's findings were identical to information previously provided by PepsiCo about the overseas financial fraud. When SEC enforcement chief Gary Lynch was told that PepsiCo had issued such a statement, he expressed surprise and said he would not comment until he could be sure the company indeed had issued the statement.
The case involves accounting irregularities in the company's overseas operations, primarily in Mexico and the Philippines. The company publicly disclosed the fraud in late 1982 and restated its earnings to reflect the $92 million in overstated income. The cumulative effect of the restatement was to reduce PepsiCo's net income by $151 million for 1979 through 1982.
But yesterday's SEC complaint goes further by alleging that some senior financial PepsiCo executives in the company's corporate headquarters were connected to the fraud. The SEC alleges that in carrying out the fraudulent transaction, PepsiCo engaged in the following:
"On or about May 29, 1981, an executive vice president at Chase Manhattan Bank had a prearranged telephone conversation with a senior financial executive then employed by PepsiCo. The purpose of the conversation with the senior financial executive was for Chase to receive assurances that PepsiCo would pay certain obligations" that would permit Chase to issue a letter of credit to a company in the Philippines that was entering into a questionable transaction with Pepsi Philippines. Senior financial executives at PepsiCo had similar conversations with officials of Chemical Bank, according to the SEC.
The SEC says in its complaint that PepsiCo's earnings were misstated through falsifying expenses, failing to write off uncollectible accounts receivable and inflating bottle inventories above cost.
In the transaction involving senior financial executives of the company and the New York banks, PepsiCo improperly accounted as a sale a $40 million transaction with TransUnion Corp., a Philippines company. The SEC said the $40 million transaction was not a sale because: Through private guarantees, Pepsi Philippines was obligated to assume TransUnion's debt, which had been incurred through purchase of bottles from Pepsi. PepsiCo orally promised Chase Manhattan Bank and Chemical Bank that PepsiCo would make up for any losses sustained as a result of the banks extending credit to TransUnion in connection with TransUnion's purchase of approximately $40 million of Pepsi Philippines' idle bottle inventory. Pepsi Philippines had agreed that it would buy back all of the bottles purportedly sold to TransUnion at a price that would reimburse TransUnion for all of its costs, or it would provide TransUnion with sufficient cash to meet its debt obligation and recover its costs.