"Enron prosecutors target Chewco's role in collapse
By DAVID IVANOVICH
Copyright 2002 Houston Chronicle Washington Bureau
'WASHINGTON -- During the Arthur Andersen trial, prosecutors signaled that a focal point of their ongoing Enron probe would be the dizzyingly complex Chewco Investments.
Revelations about the improper accounting treatment of Chewco, an off-balance-sheet partnership, forced Enron to slash its net income, add a huge amount of debt and all but ensure the company's ultimate fall.
Hints dropped during Andersen's obstruction of justice case indicate just how important Chewco -- named for the tall furry character from the Star Wars movies -- will be as the government's investigation into the largest bankruptcy in U.S. corporate history unfolds.
Andersen officials have accused Enron of withholding key information about the partnership, particularly a side agreement with Barclays Bank.
During the Andersen trial, Andrew Weissmann, the government's lead trial attorney and a member of the Justice Department's special Enron task force, raised the prospect of fraud charges stemming from Enron's alleged failure to turn over key documents about the partnership.
And in his closing arguments, Weissmann urged the jury to consider Chewco and the assertions that "Arthur Andersen was saying they didn't have certain documents." "It's going to be useful to know at Enron who had those," Weissmann added. "Who had the side agreements at Chewco? Who had access to it? Are there copies? Obviously that's going to be critical evidence. Who had them? When did they have them? Did they get rid of them?"
The Powers Committee, the special panel of Enron directors that examined the company's off-balance-sheet partnerships, was unable to ferret out the truth about Chewco. The directors complained that key parties, including Andersen officials, did not cooperate fully.
But prosecutors now may have an easier time persuading reluctant witnesses to cooperate. The Chewco partnership is just one of a myriad of issues investigators must comb through before deciding what charges -- if any -- should be brought in connection with Enron's collapse. A Houston grand jury is believed to have examined four special purpose entities known as the Raptor vehicles, which enabled Enron to hide massive losses, and to have looked into Southampton Place, a partnership that provided huge returns for a handful of former Enron executives.
The challenge for prosecutors in any Enron case will be to walk jurors through what is bound to be a frustratingly complex case. "The government has to be particularly careful not to lose the jury in the minutiae of the transaction," said Jacob Finkel, a former prosecutor and one-time enforcement lawyer with the Securities and Exchange Commission.
Chewco could prove to be an especially daunting case to prove. But this Byzantine series of deals has captured prosecutors' attention. Chewco was formed in November 1997 to enable Enron to buy out the California Public Employees' Retirement System's ownership stake in a partnership known as Jedi. According to the Powers report, Andrew Fastow, Enron's then-chief financial officer and architect of many of Enron's off-balance-sheet partnerships, first offered to manage Chewco. But Enron's attorneys, Vinson & Elkins, advised Fastow that his participation would mean Enron would have to disclose his role. Instead, a lower-ranking executive, Michael Kopper, became the manager of Chewco, the Powers report said.
The partnership's ownership structure was a "mystery to most Enron employees, including many who dealt with Chewco on behalf of Enron," the Powers report noted.
When the Jedi partnership was being restructured in 1997 to include the new Chewco SPE as a limited partner, Kopper negotiated on Chewco's behalf.
Fastow, meanwhile, put pressure on one of his subordinates who was negotiating the deal on Enron's behalf, saying he "was pushing too hard for Enron, and that the deal had to be closed," the Powers report said. "Fastow indicated he was comfortable closing the transaction on the terms then proposed by Kopper."
In December 1997, Chewco was converted to a limited partnership. Kopper continued to manage the new entity, but turned over his ownership stake in two limited partners to William Dodson, who the Powers report identified as Kopper's domestic partner.
To keep Chewco from having a negative impact on Enron's balance sheet, the partnership had to be represented as a free-standing entity, independent from Enron. That meant outside investors had to contribute at least 3 percent of the partnership's equity.
Chewco needed $11.4 million in outside funding. Kopper invested $115,000 in the general partnership that controlled Chewco and another $10,000 in a limited partnership, which he then turned over to Dodson.
That was far short of the required amount, however. Because there were no real outside investors, Enron and Kopper negotiated with Barclays Bank to provide $11.4 million worth of "equity loans" to Chewco's limited partners.
But Barclays insisted the limited partners set up reserve accounts totaling $6.6 million to guarantee the $11.4 million in loans. So Jedi made a special distribution to Chewco from the sale of some assets to enable the partnership to fund the reserve accounts.
"The existence of this cash collateral for the Barclays funding was fatal to Chewco's compliance with the 3 percent equity requirement," the Powers report said. As a result, the partnership's results should have been included on Enron's balance sheet. They were not.
When Enron finally decided to restate its earnings in November 2001, Chewco alone forced Enron to subtract $405 million in net income that had been overstated between 1997 and 2000. It also forced the company to factor in huge amounts of additional debt. "We do not know whether Chewco's failure to qualify resulted from bad judgment or carelessness on the part of Enron employees, or Andersen, or whether it was caused by Kopper or other Enron employees putting their own interests ahead of their obligations to Enron," the Powers report said.
Andersen officials insist they were not aware of the side agreement with Barclays. For their $125,000 investment, Kopper and Dobson received more than $12 million in cash and fees, according to the Powers report. "While the consequences of the transaction were devastating to Enron, Kopper reaped a financial windfall from his role in Chewco," the Powers committee said.
The Powers report also raised questions about a $2.6 million payment Enron made to Chewco last September to cover the partnership's tax liabilities. "There is credible evidence that Fastow authorized the payment to Chewco even though Enron's in-house counsel advised him unequivocally that ... Enron had no legal obligation to make it," the Powers report said.
Bryan Sierra, a spokesman for the Justice Department, declined to comment on the Enron probe.
Asked about the Chewco partnerships, Enron spokesman Mark Palmer said: "We're cooperating in all of the investigations, and we will continue to do so."
A spokesman for Fastow declined to comment, and Kopper could not be reached for comment."
Chronicle reporter Tom Fowler in Houston contributed to this story.
I'm not getting my panties in a wad over imagined corporate/global obscenities. This article makes it clear what forced Kopper to cop a plea...it also exposes what a joke his pittance penalty is, compared to what he and his "partner" reaped. And I think it exposes another entity DOJ is going after...Banks.
The greedy bastards at Enron could just as well be atheists..their alleigance has nothing to do with ethnic roots..their motivation was greed.