Three former top executives at Warnaco Group Inc. and the accounting firm PriceWaterhouseCoopers LLP yesterday settled regulatory charges that they misled investors about the reason for a $145 million restatement of financial results.
Former Warnaco chief executive Linda J. Wachner will pay the Securities and Exchange Commission $1.3 million -- a slice of her $6 million 1998 bonus plus interest. Former chief financial officer William S. Finkelstein agreed to pay $264,000 in returned bonuses and civil penalties. He also accepted an agency order that bars him from serving as an officer or director of a publicly traded company for four years. Former general counsel Stanley P. Silverstein will pay $166,000.
PriceWaterhouseCoopers agreed to pay $2.4 million to resolve claims that it "aided and abetted" Warnaco's improper financial reports.
None of the defendants admitted or denied wrongdoing as part of yesterday's settlement.
The SEC alleged that Warnaco issued a press release in March 1999 that boasted of "record" 1998 results and failed to mention a $145 million restatement that reduced results for part of 1998 and two previous years. In its 1998 annual report, Warnaco claimed the write-off was related to a new accounting policy for "start-up costs," rather than telling investors that it stemmed from shoddy inventory practices and faulty internal controls, the SEC said in court papers. In essence, agency lawyers said the company and its officials had not misreported the numbers but instead gave improper explanations for them to investors.
"With the action taken today, the Commission has reiterated to issuers, their management, and audit firms that simply 'getting the numbers right' is not enough," Antonia Chion, an associate director of enforcement at the SEC, said in a written statement. "An issuer's filings cannot give misleading reasons for its financial results and must disclose material information to investors."
Warnaco, a New York maker of lingerie, Speedo swimwear and Calvin Klein jeans, filed for bankruptcy protection and cleared much of its executive ranks in 2001. The company emerged from Chapter 11 protection last year. As part of the SEC settlement, Warnaco said yesterday that it would hire an independent consultant to offer advice on the company's accounting policies.
"The last chapter of old Warnaco is now closed," said Doug Morris, a Warnaco spokesman.
Howard Rubenstein, a spokesman for Wachner, said, "She is pleased with the outcome." The SEC said Wachner "knew or should have known" about problems with the company's "severely outdated and inadequate" inventory tracking system and other financial deficiencies during her tenure. Richard Slavin, a lawyer for Finkelstein, said, "The documents speak for themselves." A lawyer for Silverstein was traveling yesterday and did not return calls.
Wachner, Finkelstein and Silverstein settled a related class-action lawsuit for $13 million this year. Insurance policies covered that settlement, lawyers involved in the case said.
PriceWaterhouseCoopers, which had reviewed Warnaco's books from 1995 to 1999, is "pleased to have this resolved and behind us," said David L. Nestor, a spokesman. He said the settlement dates back to the late 1990s and resolves all of PriceWaterhouseCoopers's Warnaco-related issues with the SEC. The agency said in court papers that PriceWaterhouseCoopers should have objected more strongly to the language in Warnaco's annual report for 1998 that advanced the "misleading" inventory rationale.