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New York Times, October 11, 2007 article


The New York Times




October 11, 2007


Stock Sales by Chief of Lender Questioned



Jay Mallin/Bloomberg News

Angelo R. Mozilo of Countrywide Financial has made changes to his stock plan that allow him to sell more of his shares.

The Securities and Exchange Commission has been asked to investigate stock sales made by Angelo R. Mozilo, chief executive of the mortgage lender Countrywide Financial, in the months before its shares plummeted amid the deepening mortgage crisis.

In an Oct. 8 letter to the S.E.C. chairman, Christopher Cox, the state treasurer of North Carolina, Richard H. Moore, questioned changes Mr. Mozilo made to his arranged stock selling program, adjustments that allowed him to increase significantly his sales of Countrywide shares.

After starting a plan in October 2006, Mr. Mozilo twice raised the number of shares that could be sold: once in December 2006, when Countrywide stock was $40.50, and again in February, when it hit a high of $45.03. He has had gains of $132 million since starting the October 2006 plan and expects to sell his remaining shares by the end of the week, a move that will generate millions more.

“As an investor and a Countrywide shareholder, I was shocked to learn that C.E.O. Angelo Mozilo apparently manipulated his trading plans to cash in, just as the subprime crisis was heating up and Countrywide’s fortunes were cooling off,” Mr. Moore wrote. “The timing of these sales and the changes to the trading plans raise serious questions about whether this is a mere coincidence.”

A Countrywide spokesman declined to comment yesterday.

The S.E.C., as is its custom, declined to say how it would respond to Mr. Moore’s letter and whether it was examining Mr. Mozilo’s trades. But Linda Chatman Thomsen, director of enforcement at the commission, said yesterday at a conference of the National Association of Stock Plan Professionals in San Francisco that the S.E.C. was taking a closer look at planned selling programs by executives. They are known as 10b5-1 plans for the section of the securities laws that allows them.

“We are making sure that a rule designed to help executives with a legitimate purpose is not being used for illegitimate purposes,” Ms. Thomsen said. She declined to say if any specific investigation had advanced to the point where inquiry letters had been sent.

Planned stock sale arrangements, the details of which do not have to be disclosed publicly, specify the number of shares to be sold regularly by an executive and are intended to protect against accusations of trading on inside information. Such plans last for a year and are typically renewed when they expire, securities lawyers said.

Ms. Thomsen said that federal investigators were examining a range of issues involving automatic trading programs. They include improper disclosure, the appearance of unusually favorable dates to begin or halt selling, and plans where excessive discretion is used.

Mr. Mozilo has sold shares through arranged schedules since 2004. But the pace of his sales, which have generated $300 million in gains for him since 2005, began to increase in October 2006 when he put a new program in place.

Less than two months later, Mr. Mozilo began a second selling program, as The Los Angeles Times reported last month. This plan started on Dec. 12 and increased the number of shares he intended to sell each month to 465,000 from 350,000.

Then on Feb. 2, Mr. Mozilo amended the second plan, according to regulatory filings, increasing the total number of shares to be sold each month to 580,000.

“I’m steaming when I think of the schoolteachers, sanitation workers and firefighters who have taken a loss on this stock and he’s still cashing out,” Mr. Moore said yesterday in an interview. “Where is the sense of shared sacrifice?”

North Carolina has several pension plans that own a total of 506,000 shares in Countrywide, or about $9.5 million at yesterday’s closing price. Mr. Moore serves as trustee of the state’s $87 billion in pension plans.

Late Friday, Countrywide said that Mr. Mozilo would sell almost all of his remaining shares this week before his October 2006 selling program expires at the end of the month.

As a result, each day this week he has exercised roughly 140,000 options with a strike price of $9.94 and sold the stock at prevailing market prices. Given that the stock has been trading around $19 this week — it closed yesterday at $18.80 — Mr. Mozilo has generated gains of roughly $4 million in the last three days.

The options that Mr. Mozilo is exercising do not expire until 2011. But in a statement last Friday, Mr. Mozilo said that his trading plan, intended to diversify his holdings, forced him to sell.

“The upcoming sales are driven by rules within the 10b5-1 plan that were established long ago,” he said, “and should in no way be viewed as any indication of my future outlook for Countrywide.”

Regulatory filings show that Mr. Mozilo has about 500,000 shares remaining and 280,000 options. A year or so ago, he held 1.2 million Countrywide shares and 2.5 million options.

Countrywide is scheduled to release its third-quarter earnings on Oct. 26. Analysts expect the report to be grim, reflecting a steep decline in mortgage lending and rapidly growing delinquencies and defaults among borrowers.

Eric Dash contributed reporting.


Copyright 2007 The New York Times Company




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