US: Questions Over Deals at Refco Dating to '98

Questionable transactions at Refco, one of the world's biggest commodities brokerage firms, began in 1998 and continued until this year, the company said yesterday.

The new disclosures raised the possibility that the company's chief executive had been inflating reported profits for years. Refco, which first offered stock to the public just two months ago, said it was cooperating with the Securities and Exchange Commission and the Commodity Futures Trading Commission. The S.E.C. has begun an investigation, a person briefed on the inquiry said yesterday.

On Monday, Refco said that a company controlled by Phillip R. Bennett, who has been suspended as chief executive, owed Refco $430 million. Mr. Bennett repaid the money, in cash, to the company Monday, the day he was suspended. But that repayment did not reassure investors.

The stock plunged 45 percent on Monday, and it fell another 11 percent yesterday.

According to the company, it now appears that the $430 million "consisted in major part of uncollectible historical obligations owed by unrelated third parties to the company" that arose as far back as 1998. Refco said Mr. Bennett arranged to transfer the receivables to a company he owned, and then to transfer them temporarily to an unidentified company at the end of quarters.

If the debts were uncollectible, that normally would have led Refco to write off some or all of them, causing its reported profits to fall and conceivably endangering the capital levels that commodities and securities regulators require it to maintain.

Mr. Bennett had been chairman, president and chief executive since September 1998. He gained those titles during a volatile period in the markets, a time when some hedge funds suffered large losses in the swings that came after the Asian currency crisis and the Russian debt default. He was the company's chief financial officer before he became chief executive.

Refco does a lot of business with hedge funds, and it could face exposure if a customer were unable to meet its obligations after a large market move. In 1997, Refco was on the losing end when a customer, a commodity fund manager named Victor Neiderhoffer, was reported to have lost $45 million as the stock market tumbled. Refco seized the account and liquidated it.

The company has undergone two changes of ownership in recent years. In August 2004, the giant private-equity firm Thomas H. Lee Partners bought control of Refco from Mr. Bennett and an associate, with Mr. Bennett rolling over part of the money he received to keep a large stake.

A year later, the company and insiders, largely Mr. Bennett and companies affiliated with the Lee firm, sold 30.5 million shares in an initial public offering underwritten by many of the leading firms on Wall Street, with Credit Suisse First Boston, Goldman Sachs and Bank of America as the lead underwriters. In the last two days, volume in the stock totaled 41.5 million shares, substantially more than were sold to the public, as many of the purchasers in the offering took their losses.

Yesterday, trading of Refco was delayed on the New York Stock Exchange until the company issued more information. The latest announcement came out in early afternoon, and the shares resumed trading at 2:48 p.m. The stock fell $1.75, to close at $13.85. So far this week, the stock - which went public at $22 - has lost more than half its value.

Late Monday, Moody's Investors Service lowered its credit ratings on Refco to B2 from B1, after a downgrade by Standard & Poor's.

The company says it "has adequate liquidity to run the business in the ordinary course."

A lawyer for Mr. Bennett declined to comment on the latest company disclosure. Representatives for Thomas H. Lee declined to comment.

Mr. Bennett has taken out large sums from Refco over the years, sums that might not have been available had the company taken write-offs on the receivables. In addition, it might not have been sold to Thomas H. Lee or to public investors.
When the company went public, a highly unusual provision in the prospectus provided that if the underwriter was able to sell additional shares, the money would be split by existing shareholders. Through that provision and the sale of some of his shares, Mr. Bennett took in $152 million from the offering.

He still owned 33.8 percent of the company, worth $1.2 billion on Friday but less than $600 million yesterday.

Mr. Bennett was hired by Tom Dittmer, a co-founder of Refco who was known for his bravado as a trader in cattle and other commodities and for his extravagant gestures, like giving away gold watches after a big successful trade.

Under Mr. Dittmer, who retired in 1998, the firm was also known for its prominent clients. Hillary Rodham Clinton traded through Refco in 1978 and 1979 and made almost $100,000 trading commodity futures contracts. That trading began when her husband, Bill Clinton, was the attorney general of Arkansas and a candidate for governor.

In 1979, Refco was fined $250,000 by the Chicago Mercantile Exchange for record-keeping violations. The exchange suspended Mr. Dittmer for six months.
Mr. Bennett was cut from a different cloth than Mr. Dittmer. An Englishman who went to Cambridge University, where he played rugby, Mr. Bennett had a background in commodity finance. He joined Refco in 1981 after working at Chase Manhattan Bank. He established the Refco Capital Corporation to operate the company's finance and treasury functions. In 1983, he was made chief financial officer.

Refco grew quickly during the 1980's and 1990's, through acquisitions and an explosion of futures trading, commodities and debt-related instruments.

After Mr. Dittmer retired in 1998, Mr. Bennett became the chief executive. In recent years, Refco appeared to be highly profitable, in part because of trading with and serving as prime broker for many hedge funds.

That success led to the sale of the firm to Thomas H. Lee, but the sale did not go smoothly, at least within Refco. A consultant to the company, Edward
McElwreath, asserted that he was owed a finder's fee for helping to arrange the deal. He was awarded $3.5 million in arbitration.

Sean O'Shea, a lawyer for Mr. McElwreath, said yesterday that during the arbitration hearing, Mr. Bennett testified that he had not met with certain people even though documents indicated he had done so.

Mr. Bennett has survived some regulatory problems. In 1999, the C.F.T.C. fined Refco $7 million for failing to take and record orders properly and for failing to have an effective supervisory program.

Refco settled the case without admitting or denying the accusations.

Yesterday, the first shareholder lawsuits seeking class-action status were filed against Refco.

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