complaint filed yesterday in a suit by a large shareholder against the online real estate company Homestore.com makes new accusations of financial fraud at AOL Time Warner, including detailed descriptions of conversations between senior executives who, it says, were planning to inflate revenue improperly at both companies.
Federal prosecutors and securities regulators are already investigating possible financial improprieties at both Homestore and AOL Time Warner. The complaint sheds new light on the progress of the investigations because it draws on some of the information that federal prosecutors have gathered.
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The complaint, filed by the California State Teachers' Retirement System in District Court in Los Angeles, cites information from anonymous executives said to be involved in Homestore's questionable deals.
But people involved in the federal inquiries said that much of the information came from lawyers for three former Homestore executives who pleaded guilty and provided the same information to investigators.
The complaint, which adds AOL Time Warner and several other companies as defendants in a previously filed suit against Homestore, portrays two former AOL Time Warner executives David M. Colburn, head of the AOL division's business affairs department, and Eric Keller, a deputy in the department as conspiring with their counterparts at Homestore to devise and conceal transactions that overstated the revenue of both companies.
AOL Time Warner has dismissed both executives, although it has not provided details about the reasons. Everett C. Johnson Jr., a lawyer for Mr. Keller, and Roger Spaeder, a lawyer for Mr. Colburn, could not be reached. A spokesman for AOL Time Warner declined to comment.
In recent weeks, AOL Time Warner has conducted an internal investigation into the accounting at the AOL division, which last month reduced its previously reported revenue for the eight quarters that ended last spring by about $190 million, a tiny portion of its sales. Homestore has acknowledged much more extensive accounting problems in 2000 and 2001.
The complaint contends that executives of Homestore and AOL Time Warner invented schemes to inflate revenue of both companies without detection by creating three-way transactions that used bogus advertising buyers as intermediaries. According to the complaint, those transactions took place in the spring of 2001 when AOL Time Warner was in talks about acquiring Homestore.
After AOL Time Warner suspended Mr. Keller for his role in similar questionable deals, the complaint contends, other senior executives of AOL Time Warner continued to permit some of the three-way deals to continue for another quarter, even after initially raising concerns.
The complaint contends that in addition to the AOL deals, Homestore engaged in similarly questionable deals with several other companies, most notably Cendant, a major Homestore shareholder. A spokesman for Cendant was unavailable.
In 1998, Homestore began its relationship with AOL by paying for the right to beAOL's exclusive source of real estate listings. The next year, the relationship grew more complicated when AOL began to sell advertising on Homestore's Web sites as an agent for Homestore, taking a commission on each sale.
The complaint contends that the executives of both companies acted with the consent of their bosses and internal accountants, at least initially. In May 2000, Peter Tafeen, then the head of business affairs at Homestore, reached an agreement with Mr. Keller to pay more than four million shares of stock in exchange for prominent placement on AOL. Homestore also agreed to pay AOL an unusually steep commission of 50 percent to 75 percent on advertising AOL sold for Homestore, according to the complaint.
The complaint contends that Homestore was essentially "buying revenue" by paying AOL with stock in exchange for ad sales.
According to the complaint, Mr. Colburn and financial executives at AOL forced Mr. Keller to change the terms of the deal. Instead of simply reporting the value of the stock as revenue, AOL forced Homestore to add a $20 million payment and a guarantee of the stock's price.
By early 2001, however, Mr. Tafeen had become angry with Mr. Keller for failing to deliver as much advertising revenue as expected and began pressing him to make good, according to the complaint. In March 2001, Mr. Tafeen told other Homestore executives that he and Mr. Keller had devised a new deal, describing it as "scary how perfect it was," according to the complaint. The plan called for three-way swaps: Homestore paid a series of small companies for overvalued goods, and they then spent a similar amount of money paying AOL for advertisements on Homestore Web sites. AOL kept its sizable commission and paid the rest back to Homestore. The complaint contends that Mr. Keller's boss, Mr. Colburn, took part in the planning.
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