Do You Sincerely Want To Be Rich? (12 page)

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Authors: Charles Raw,Bruce Page,Godfrey Hodgson

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BOOK: Do You Sincerely Want To Be Rich?
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Ed Cowett's problem
    
    
In which the learned author of
Blue Sky Law
tries his hand at promoting speculative companies. In which he gets into deep financial trouble, and is helped out by Bernie Cornfeld.
    The IOS salesmen reacted with vigour to the challenge of having their own fund to sell. Customers in many countries were readily attracted by the idea of a mutual fund which would invest their money on stock exchanges around the world, with a big slice of it going into Wall Street. The first year of operations, 1961, was a buoyant time for share prices in a great many countries, and in America particularly. On the New York Exchange, the Dow Jones average touched 741, comfortably above the previous record of 688 in 1959.
    Few of the salesmen, and probably even fewer of the prospects, appreciated the peculiarities of IIT's legal make-up. On the contrary, it seemed an especially appealing package of American expertise, with respectable Swiss and Dutch connections. If you had dollars, or could find dollars, it might have looked like a very fine investment. Certainly, a lot of people thought so, because in the first twelve months the fund grew to $3,400,000.
    But at the end of 1961, Dr Bruno Hugi reported to the fund's investors in these less than ebullient terms:
    'The New York market has been consistently good throughout the year. However, the rise was confined to blue chip stocks of a rather defensive nature. Many of the glamour stocks declined sharply, and frankly, your Fund suffered from such investments. The stocks of the category which we continue to hold have a very fine growth potential and we are not
    disturbed by their drop in price.'
    One of the stocks which presumably had a 'very fine growth potential' was a little company called Minitone Electronics. The International Investment Trust had invested several thousand dollars in this manufacturer of battery operated pencil sharpeners, shavers and carving knives.
    Minitone had first offered its shares for sale in New York in early 1961, when its directors had complied with those strict provisions of American law which require full disclosure of the nature of the investments being offered. 'The Common Stock', they wrote in the Minitone prospectus, 'is speculative. On the basis of the past and present operations of the company, no representation can be made that the company will be able to conduct future operations profitably.'
    Edward M. Cowett was one of the Minitone directors who put his name to that statement. He was also New York legal counsel to Investors Overseas Services, the promoters and controllers of IIT, and had been since 1958. He was, in 1961, a director of IOS, and a frequent traveller from New York to Geneva.
    Minitone, and seven other of the most glamorous of the glamour stocks in which IIT had invested, were listed separately in the report which Dr Hugi sent out for 1961. They were headed 'us Special Situations', and they were very special indeed, for within a few months the companies
concerned had virtually all gone out of business, or been taken over at knock-down prices. These companies were 'promoted' by Cowett, or by associates of his in New York.
    Bernard Cornfeld once gave this accurate definition of the nature of the investment company business. 'We are involved,' he said, 'in getting hundreds of thousands of people to relinquish the decisions of what to invest in, and put these decisions into the hands of experts who can manage this money effectively.' The theory is that it is in the expert's interest to do well by the customers, for he will benefit himself thereby. In practice, things are more complicated. Surveying the wreckage of the Thirties, the us government's investigators concluded that there was an intrinsic danger, once people had relinquished effective power over their own money, that the experts might start managing it with their own interests more crudely in view:
    'Insiders often viewed investment companies as sources of capital for business ventures of their own and as captive markets for unsaleable securities that they, as insiders, wished to convert into cash.'
1
    It is for this reason that the US law goes to enormous lengths to limit the opportunities for a mutual fund company to put the customers' money into concerns owned or influenced by officials of the mutual fund company itself. The story of IIT and its 'us Special Situations' indicates that this was a piece of legislation which Cowett and Cornfeld regarded as superfluous.
    One of the most important, and mysterious, incidents in the history of Investors Overseas Services has always been that disaster which afflicted its first fund, IIT, in 1962. It was, admittedly, a bad year on Wall Street, anyway. In a kind of dress rehearsal for the crash at the end of the decade, there was a sharp break in early 1961. The Dow Jones, which had reached 741 the year before plunged to 524.6 and when at last it rose again on its way to still greater heights, many of the brilliant speculations of the previous year failed to rise with it.
    The value of a share in IIT slumped by an awful 22 % in that year. Since then, the company has gone to considerable lengths to divert attention away from that period: most notoriously, by publishing incomplete performance records for IIT, which give the impression that the fund only started at the end of 1962.
    Discussion of the period with IOS veterans usually produces little more than a disposition to shift all the responsibility to Dr Hugi who resigned at the end of 1962. Sometimes, however, it also produces veiled references to an associated phenomenon called 'Ed's problem'. Dr Hugi, like a good Swiss banker, is reluctant to do more than defend his own abilities as an investment adviser, and to say that he resigned his post because Cornfeld and Cowett were disregarding his investment decisions.
    It is quite clear that something happened because of the
    
1
sec Report on Investment Trusts and Investment Companies (1938-40) Part III, page 2541.
    lengths to which IOS went to conceal Cowett's early association with the company. Early IOS bulletins and annual reports clearly record that Cowett was first appointed a director in early 1960 and became secretary of IOS in Spring, 1962. Yet later IOS publicity material says that Cowett joined IOS in 1963 as general counsel and a director, thus implying he had no earlier association with IOS.
    It is not easy to discover exactly what happened - and it is not especially pleasant, because Ed Cowett, at least to acquaintances, is an agreeable enough citizen, with a touch of lawyer's wit, and a passion for backgammon. Further, the truth is plainly distressing to other people besides Cowett, to past colleagues and to relatives. But its relevance to the story of IOS and the offshore world is too obvious to be denied, because Bernard Cornfeld acknowledges that he placed Ed Cowett in virtually sole charge of IOS, when it had control of more than two thousand million dollars.
    When Cowett joined Stroock & Stroock & Lavan, people took him for a young man in a hurry. He admits that he was mainly interested in the law as a tool of business promotion. His elder brother Wilbur Cowett, was already regarded as one of the most brilliant younger men in Wall Street. Edward Cowett's friends thought that his chief ambition was to achieve a success in financial affairs to rival, or outshine his brother's. Not that it was easy to divine what was going on in Cowett's mind. He was amiable, but remarkably self-contained.
    It was an uncle, Malcolm Kingsberg, who launched Cowett in New York, by introducing him to the senior partner of Stroock & Stroock. At that time Kingsberg, more or less the head of the family, was looking after the financial side of Mike Todd's Todd-ao widescreen business, but he was a business veteran who had seen at first hand the speculative excesses and market manipulation of the late Twenties. As a partner of Goldman, Sachs he had been specially delegated to look after that firm's business with Mike Meehan, one of the most famous stock manipulators of the era. Later, in the Thirties, Kingsberg went on to be president of the rko cinema division.
    Kingsberg had been in a prime position to observe the dangers of speculative market operations, but if he passed on any advice to his promising nephew, it had no noticeable effect. Ed Cowett left Stroock & Stroock in 1958, having learnt his way around New York and the securities business.
    Shortly afterwards he embarked upon a series of speculative company promotions which was reckless even by the heady standards of Wall Street in the early Sixties. In his own words he 'was caught up in the insanity of the times'. This brief, but spectacular, episode led Cowett into financial difficulty, and, in an attempt to stave it off, he plunged into debt, to the tune of $800,000, and even drew a cheque on his law partnership's bank account to pay off part of it.
    Serious investment banks spend their time looking for new companies with good ideas, which can be brought to prosperity by injections of money and advice. When such a company succeeds, arrangements are made to sell off its shares to the public: normally, the investment bankers 'underwrite' the issue of shares by guaranteeing to buy the shares themselves if nobody else does.
    This useful activity is very unlike what can happen at the other end of the company promotion business when a group of bright young men decide to 'take a company in hand'. They buy up the shares of the company, which is usually either moribund or embryonic, at a very cheap price. They then ginger it up with some energetic publicity, a well-chosen name, and possibly a little money - but above all a new concept. If there is an optimistic atmosphere on the stock market, and people are looking for shares to buy, the rejuvenated company may generate considerable interest. The promoter's can now sell off the shares of the company at a handsomely increased price, in an offer which is not usually underwritten.
    Ed Cowett's operations as a promoter had more in common with the second model than the first.
    As co-author of
Blue Sky Law,
Cowett was expert in the legal side of company promotion. Some time after leaving Stroock & Stroock, he formed a partnership with another Harvard man, Bill McGowan, who had had a brilliant record at the Business School, and who had worked for Malcolm Kingsberg at Todd-ao.
    Stock market booms have their fashions in 'hot stocks'. In
    1929, almost anything to do with radio could be sold. In 1958-62 it was anything to do with computers or electronics.
    Early in 1959, McGowan put together a company called Powertron Ultrasonics. The business of Powertron was to develop the commercial potential of inaudible, high-frequency sound waves. It was a small concern and its principal product was a cleaning system consisting of tanks, and a generator which produced ultrasonic waves. To quote the company's own description: 'When the object to be cleaned is placed in a tank containing an appropriate liquid solvent, the activity attributable to the constant and intense sound waves travelling through the liquid causes a rapid and thorough cleaning.'
    Cowett played a relatively limited part in this company. When Powertron was formed, McGowan and his associates took up 150,000 shares for a total payment of $900, or 0.6 of a cent each. Cowett received 3,000 of these shares, acting as nominee for Powertron's attorneys. The company spent its first year developing its products, and building up debts, losing about $100,000 in the process. By the summer of 1960, Powertron was ready to start raising capital from the public, and the prospectus contained all the caveats legaUy necessary. It said:
    'Although ultrasonic cleaning has been extremely successful in a wide variety of industrial and commercial applications, and some objects can be cleaned more thoroughly and more economically with ultrasonic cleaning than with other recognized cleaning techniques, many attempted applications of ultrasound in cleaning have proved wholly unsuccessful.'
    Nevertheless, Powerton shares put on quite a performance. They were issued to the public at $2 each, when Cowett received another 3,100 shares. The investing public were impressed with the idea of ultrasonic cleaning, and the shares took off smartly. From Geneva, IIT bought 2,500 shares, and Powertron sailed on to top $13 per share in March 1961. After that, the glamour began to wear off, and vanished altogether in 1962. Powertron Ultrasonics was eventually bought up by a larger firm, at a price per share which would have shown a profit over the issuing price, but little more. It should be said that Powertron had some real qualities, apart from the unreal ones attributed to it by a feverish market. It continues in business today, as a useful subsidiary. The companies in which Cowett assumed a larger role did not always show such qualities.
    Cowett started his own promotion activities seriously in the autumn of 1960, and he must have been a busy man in those days. For a little while after he left Stroock & Stroock, Cowett was an adviser to the wealthy Farkas family, owners of Alexander's department store, but after a very short stint there, he went back to the law. In May 1961, after brief associations with a couple of firms, he became a partner in Feldman, Kramer, Bam, Nessen and Cowett. The moving spirit was Al Feldman, a real estate lawyer rather older than himself.
    The junior partner brought a fast-growing client with him: Investors Overseas Services of Geneva. Cowett had met Cornfeld while working on the Dreyfus Fund account for Stroock & Stroock. The fund's hottest foreign dealer was a frequent visitor to the Dreyfus office, and he was usually requesting something that required extended negotiation. It did not take the lawyer and the salesman long to see that their abilities were complementary. Cowett brought other clients also: including the little network of companies he was building up. (Bill McGowan also had offices in the same building as the law firm.) Cowett kept rather to himself in a room at the back of the office, and the other partners knew very little about what he was doing.

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