-Caveat Lector-

                       The Carlyle Group - Crony  Capitalism Goes Global
                          By Tim Shorrock The Nation.com
                                               3-26-2

                      By hiring enough former officials to fill a permanent
shadow cabinet,
                      Carlyle has brought political influence to a new level
and created a
                      twenty-first-century version of capitalism that blurs any
line between
                      politics and business.


                      William Conway, managing director and co-founder of the
Carlyle
                      Group, was talking recently about the media coverage of
his bank
                      and the cast of ex-Presidents and former officials,
including George
                      H.W. Bush, James Baker III and Frank Carlucci, on its
payroll. "One
                      of the words that has recently cropped up as an adjective
around
                      us--and I love this adjective--is the 'secretive' Carlyle
Group," he said
                      in an interview in his offices overlooking Pennsylvania
Avenue in
                      downtown Washington. "What's the secret? I don't think we
have
                      many secrets. The reality is, we're a group of
businessmen who have
                      made an enormous amount of money for our investors by
making
                      good investments over the past fifteen years."

                      To give Conway his due, Carlyle has done exceedingly well
for the
                      435 pension funds, banks and investment funds--40 percent
from
                      overseas--that have entrusted their money to one of the
world's
                      largest private equity funds. Under the leadership of
Carlucci, a
                      former CIA deputy director who was Defense Secretary in
the
                      Reagan Administration, Carlyle has become the nation's
                      eleventh-largest defense contractor, a major arms
exporter to Saudi
                      Arabia and Turkey, one of the biggest foreign investors
in South
                      Korea and Taiwan, and a key player in global
telecommunications,
                      wireless, real estate and healthcare markets. Since 1987
it has
                      invested $6.4 billion in 233 transactions, with a rate of
return of 36
                      percent on its completed investments. Carlyle currently
has $12.5
                      billion invested.

                      "Their basic nature is not to be a long-term investor but
buy low and
                      sell high," said Philip Finnegan, an analyst with the
Teal Group, a
                      Beltway company that tracks the aerospace industry. "They
always
                      look for an exit strategy in whatever they buy. They have
a sense of
                      the stability of the business because of the accumulated
expertise
                      they have."

                      That's where Carlyle's global network of statesmen and
former
                      officials comes in. Bush is Carlyle's senior adviser on
Asia and makes
                      his money by giving speeches at Carlyle's investment
conferences.
                      Baker, who was Bush's Secretary of State, is Carlyle's
senior
                      counselor and a member of the firm's Asia, Europe and
Japan
                      advisory boards. John Major, the former British prime
minister, was
                      named chairman of Carlyle Europe last year. Carlyle's
advisory
                      boards are peppered with corporate executives from
Boeing, BMW,
                      Toshiba and other big multinationals, and men of
influence like former
                      Bundesbank president Karl Otto Pohl, former Thai prime
minister
                      Anand Panyarachun and former US ambassador to Japan (and
                      former Speaker of the House) Thomas Foley. Carlyle's new
asset
                      management group is run by Afsaneh Beschloss, the former
treasurer
                      and chief investment officer of the World Bank.

                      By hiring enough former officials to fill a permanent
shadow cabinet,
                      Carlyle has brought political influence to a new level
and created a
                      twenty-first-century version of capitalism that blurs any
line between
                      politics and business. In a sense, Carlyle may be the
ultimate in
                      privatization: the use of a private company to nurture
public
                      policy--and then reap its benefits in the form of profit.
Although the
                      fund claims to operate like any other investment bank,
it's undeniable
                      that its stable of statesmen-entrepreneurs have the
ability to tap into
                      networks in government and commerce, both at home and
abroad, for
                      advance intelligence about companies about to be sold and
spun off,
                      or government budgets and policies about to be
implemented, and
                      then transform that knowledge into investment strategies
that dovetail
                      nicely with US military foreign and domestic policy.

                      How the Carlyle System Works

                      A good analogy to the Carlyle system is a Japanese
tradition known
                      as amakudari (literally, "descent from heaven"). Under
this system,
                      senior officials from Japanese ministries retire, only to
be instantly
                      hired as senior advisers by the companies and industry
groups they
                      were paid to regulate. "What we're really talking about
is a systematic
                      merging of the private and public sectors to the point
where the
                      distinctions get lost," said Chalmers Johnson, president
of the Japan
                      Policy Research Institute and author of two acclaimed
books on the
                      Japanese system of governance. "The Carlyle Group is a
perfect
                      example. It's the use of former government officials for
their access to
                      government bureaucracies to determine contractual
relations. It's
                      inside knowledge--knowing where the government is going
to spend
                      money and then investing in it."

                      In turn, Carlyle executives influence policy--sometimes
profoundly. On
                      March 12 Carlucci, who is chairman of the US-Taiwan
Business
                      Council, a coalition of US multinationals doing business
in Taiwan,
                      invited Tang Yao-Ming, Taiwan's Defense Minister, to
attend a
                      closed-door summit of US and Taiwanese defense officials
                      sponsored by the council and key US military contractors,
including
                      Carlyle's United Defense Industries. Tang's visit, which
was capped
                      by a meeting with US Deputy Defense Secretary Paul
Wolfowitz,
                      marked the highest-level defense contacts between Taipei
and
                      Washington since diplomatic relations were severed in
1979--and
                      paralleled President Bush's push to expand arms sales to
Taiwan,
                      where Carlyle has significant investments. Carlyle people
also testify
                      frequently before government panels: senior adviser
Arthur Levitt, the
                      former chairman of the Securities and Exchange
Commission, has
                      been ubiquitous before Congressional hearings on Enron.

                      Carlyle's investment philosophy, as described in its
brochures, is to
                      focus "on industries we know and in which we have a
competitive
                      advantage," in particular "federally regulated or
impacted industries
                      such as aerospace/defense." Its capital is siphoned into
fourteen
                      funds, seven focused on US industries and real estate,
four on
                      Europe and three on Asia. The $1.3 billion Carlyle
Partner II fund is
                      the majority owner of United Defense, maker of the
Bradley Fighting
                      Vehicle and other weapons systems, and owns Vought
Aircraft, the
                      world's largest supplier of commercial and military
airline parts.
                      Carlyle's largest acquisition took place two years ago in
South Korea,
                      when its $750 million Asia Buyout Fund invested $145
million to buy a
                      controlling stake in KorAm Bank. Through United Defense,
Carlyle
                      owns Bofors Defense, a Swedish manufacturer of naval guns
and
                      other weapons. In its latest deal, finalized March 13,
Carlyle is
                      investing $50 million in Conexant Systems, a spinoff from
defense
                      giant Rockwell International, to manufacture silicon
wafers for
                      wireless communications and Internet supply markets
around the
                      world.

                      The Conexant deal illustrates the extraordinary mix of
business
                      acumen and contacts that makes Carlyle tick. Carlyle's
entry into
                      wireless is being led by William Kennard, who regulated
the wireless
                      industry as chairman of the Federal Communications
Commission
                      before being hired as managing director of Carlyle's
global
                      telecommunications group. Carlyle's investment will help
Conexant
                      expand its already sizable market in China, where its
wireless division
                      recently won approval to supply a key cell-phone
technology to
                      state-owned China Unicom, the second-largest telecom
provider in
                      the world's largest wireless market. In a convenient
twist, China
                      Unicom's national network is operated by Canada's Nortel
Networks
                      under a contract signed during a visit to Beijing by
Carlucci, who was
                      Nortel's chairman from 2000 to 2001.

                      A classic example of how Carlyle's political connections
work was the
                      Pentagon's decision last year to develop United Defense's
Crusader
                      mobile artillery system. The decision to fund the
Crusader, which
                      could eventually cost $11 billion, came after years of
strenuous
                      objections from senior military planners, who said it was
outdated, too
                      heavy and of little use in contemporary warfare. But
United Defense's
                      modifications to the system--and a lobbying campaign by a
handful of
                      lawmakers who received a total of $300,000 in donations
from a
                      United Defense political action committee--apparently
made the
                      difference.

                      Then came September 11 and its aftermath. With the
Crusader
                      contract in hand and President Bush's war in Afghanistan
well under
                      way, Carlyle decided the time was ripe to sell some of
its United
                      Defense holdings on the stock market. The initial public
offering on
                      December 14 raised $237 million for Carlyle. In January
United
                      Defense, whose board of directors includes Carlucci and
John
                      Shalikashvili, former chairman of the Joint Chiefs of
Staff, said its
                      fourth-quarter profits had risen 62 percent, due in large
part to sales
                      of the Crusader, which received $472 million in the
Pentagon's latest
                      budget.

                      Those events raised a few eyebrows, particularly at a
time when the
                      media were dishing out daily revelations about Enron's
political
                      influence in Washington. Columnist Paul Krugman described
the
                      Pentagon's policy switch on the Crusader as a "very nice
gift" from
                      Rumsfeld to Carlucci, whom Rumsfeld brought into
government, and
                      an example of "crony capitalism," the Asian model of
capitalism
                      scorned by US economists and the International Monetary
Fund [for
                      more on Carlucci, see "Company Man" at
www.thenation.com].
                      Conway, who is chairman of United Defense, scoffed at the
                      speculation. "Frank [Carlucci] is not going to lobby
somebody in the
                      Defense Department about a program for Carlyle," he said.
As for the
                      timing of the IPO, which was organized after the hijack
attacks, "no
                      one wants to be a beneficiary of September 11," he said.

                      Friends in High Places

                      Bush Sr., who chairs the annual meeting of Carlyle's
Asian Advisory
                      Board, has not hesitated to communicate with his son
regarding
                      policies that could affect Carlyle and other US investors
in the
                      region--particularly South Korea, where Carlyle could
soon have an
                      investment stake of more than $2 billion. Last spring,
after President
                      Bush stuck a knife in Kim Dae Jung's sunshine policies by
saying
                      North Korea couldn't be trusted, Bush Sr. sent the
President a memo
                      written by Donald Gregg, his former National Security
Adviser who
                      once served as CIA station chief in Seoul, urging the new
                      Administration to ease its hard-line policies.

                      A few weeks later, in a decision the New York Times
described as
                      "the first concrete evidence of the elder Bush's hand in
a specific
                      policy arena," George W. said he was willing to talk to
the North
                      "anytime, anyplace." But the President's "axis of evil"
speech on
                      January 29, which North Korea took to be a near-
declaration of war,
                      ended any hopes of rapprochement and led Pyongyang to
cancel a
                      February visit by Gregg and several other former
diplomats. Bush Jr.
                      tried to soften his rhetoric during his late February
visit to Seoul but
                      was met instead by the largest anti-American
demonstrations of his
                      career. Conway, however, was sanguine about the
investment
                      climate in Korea. Bush's axis speech "doesn't add to my
level of
                      concern," he said.

                      In Europe, Carlyle's strategy is to invest in companies
seeking to
                      become Europewide and global players. Conway, who attends
the
                      annual meetings of the European board, which are chaired
by
                      Britain's Major, described the advisory boards as an
expansive
                      process where advisers strategize about how to create and
nurture
                      companies with a global reach. At the last meeting of the
European
                      board, the consensus was that "all these companies that
have been
                      more single-country companies are going to have to expand
onto the
                      European stage and ultimately a global stage," he said.
"Frankly, if
                      they don't, they'll have a tough time competing with the
Americans
                      and the Asians." To implement the strategy, Carlyle
acquired and
                      combined three companies, from Italy, Germany and the
United
                      States; in another case, it combined two German and
Canadian auto
                      firms.

                      In buying Bofors, Carlyle and United Defense crossed into
an
                      extremely sensitive policy area. To smooth the process, a
member of
                      Carlyle's European board "helped us on that even though
it was an
                      acquisition by a US company of a Swedish company," said
Conway.
                      "Most people, when you talk about defense assets, tend to
get a little
                      bit sensitive, just as we do in this country."

                      Sensitivity is one lesson Carlyle has learned the hard
way. Last
                      September, less than three weeks after the attacks on the
twin
                      towers and the Pentagon, the Wall Street Journal
disclosed that the
                      bin Laden family of Saudi Arabia had committed at least
$2 million to
                      one of Carlyle's funds. Carlyle quickly returned the
money. Conway,
                      in the bank's first public comments on the incident, said
the decision
                      to part ways with the bin Ladens was made at the senior
partnership
                      level. "Anything that had the word bin Laden in it, you
just didn't want
                      to be associated with it," he said. "Its not that the
people we were
                      dealing with had done anything wrong." But in the end,
"we said, 'Gee
                      whiz, we'll buy you out at fair market value and get on
with our life.'"

                      Carlyle's Structure

                      The Carlyle Group is owned by forty-nine managing
partners, who
                      hold 94.5 percent of Carlyle's private stock. (They
include Baker and
                      Major, whose Carlyle holdings are worth at least $200
million if the
                      stock is equally divided.) The remaining 5.5 percent is
held by the
                      California Public Employees Retirement System [see
"CalPERS and
                      Carlyle," page 15]. The investors in Carlyle's various
funds include
                      US investment banks Goldman Sachs and Salomon Smith
Barney;
                      investment authorities in Abu Dhabi, Kuwait and Brunei;
giant
                      insurers like American International Group and the labor-
oriented
                      Union Labor Life; public pension funds in Ohio, Florida,
Michigan and
                      New York; and the corporate pension funds of American
Airlines,
                      Boeing, BP Amoco, GM and the World Bank.

                      Carlyle has distinguished itself from competitors like
Kohlberg Kravis
                      Roberts and Donaldson, Lufkin & Jenrette by branding its
name on its
                      fourteen investment funds, as Fidelity does with mutual
funds. David
                      Snow, editor of PrivateEquityCentral.net, an industry
newsletter that
                      recently named Carlyle its "deal team of the year," said
the innovation
                      was the inspiration of David Rubenstein, the lone
Democrat among
                      Carlyle's founding partners. "They've taken the name they
built in
                      defense and are stamping it on funds with different
expertise," he
                      said. "That's the direction the private equity industry
is moving in."

                      Carlyle's practice of hiring influential statesmen and
politicians has
                      also inspired imitation. Al Gore, for example, was
recently hired by
                      Metropolitan West Financial of California to start a
private equity
                      practice, and Forstmann Little, a fund co-managed by
Erskine
                      Bowles, President Clinton's former Chief of Staff, lists
Newt Gingrich
                      and Henry Kissinger among its advisers.

                      Carlyle doesn't provide investment figures by industry.
But its focus
                      on military and government-regulated industries is
illustrated by the
                      breakdown of Carlyle's Partner II fund, its primary
vehicle for US
                      manufacturing, which has 24 percent of its capital in
defense-related
                      companies, 23 percent in commercial aerospace and 24
percent in
                      telecommunications and energy. Similarly in its Asia
fund, 52 percent
                      of Carlyle's investments are in financial services, where
governments
                      are deeply involved in restructuring the region's banks;
17 percent
                      are in telecommunications; and 31 percent are in cable
TV, industries
                      that are being privatized and are under strict government
supervision.

                      Carlucci, the mastermind of the bank's defense
investments, came on
                      board in 1989 after serving in the Reagan Administration.
Carlyle
                      says that Carlucci has never lobbied the government. He
does,
                      however, get invited to government events of great use to
Carlyle
                      simply because he is Frank Carlucci. According to
recently
                      declassified documents from the Office of the Secretary
of Defense,
                      Carlucci met with Rumsfeld twice last year--not as a
representative of
                      Carlyle but as a former Defense Secretary and National
Security
                      Adviser. The meetings, on February 9 and October 19, were
                      organized by Rumsfeld to discuss defense issues and the
war on
                      terrorism, and included other luminaries from the
national security
                      establishment, including Kissinger and Caspar Weinberger
                      (Shalikashvili was there too).

                      Rumsfeld's correspondence and Carlucci's subsequent
comments
                      underscore the utility of such meetings to Carlyle. After
the February
                      event, Carlucci and Rumsfeld agreed to follow up with
discussions on
                      how "to cut the cost of defense infrastructure and
reinvest the
                      savings in modernization and other priority programs"--
key issues for
                      United Defense. Ten days after the October 19 session,
which
                      included Wolfowitz, Carlucci offered an assessment of the
situation in
                      Afghanistan that exactly reflects the Bush
Administration's
                      endless-war scenario. "We as Americans have to recognize
that
                      [terrorism] is more or less a permanent position,"
Carlucci told a New
                      York audience of business executives and labor leaders
that included
                      AFL-CIO president John Sweeney. "We're going to have to
live with
                      this kind of phenomenon for the rest of our lives."

                      Looking East

                      Where Carlucci has led Carlyle's foray into defense, Bush
Sr. and
                      Baker have helped the bank forge deep ties with the
Middle East.
                      Just after his son was sworn into office, Bush was
invited by Saudi
                      ambassador Prince Bandar bin Sultan bin Abdulaziz to
speak to
                      potential US investors in Saudi Arabia at a two-day
conference in
                      Houston. Bandar, who is close to the Bush family, was not
relying
                      purely on friendship, however: The Washington Post
recently
                      disclosed that Bandar has invested in Carlyle, along with
his father,
                      Prince Sultan, the Saudi defense minister. (Bush Jr. also
has a
                      Carlyle connection: In the early 1990s he was on the
board of
                      Caterair, a Carlyle company that provided in-flight food
services to
                      airlines but never made a profit.)

                      Through a 51 percent joint venture with the Saudi
government,
                      Carlyle's United Defense provides tactical training and
maintenance
                      for the thousands of Bradley Fighting Vehicles purchased
by the
                      Royal Saudi Land Forces after the Gulf War. Carlyle had a
long
                      relationship with Saudi Arabia through BDM Corporation
and Vinnell
                      Corporation, which train the Saudi National Guard and
were sold to
                      TRW in 1998. In the early 1990s Carlyle advised Al-Waleed
bin
                      Talal--the Saudi prince whose $10 million donation to the
World
                      Trade Center victims' fund was rejected by Rudy Giuliani--
on his US
                      investments, including a $600 million bailout of
Citicorp, now
                      Citigroup.

                      Last April, Bush Sr. led a Carlyle delegation to Turkey,
where
                      Rubenstein negotiated a joint venture with the Koc Group,
Turkey's
                      largest conglomerate, which has holdings in energy,
                      telecommunications and defense. During a dinner with
Turkish
                      business executives, Bush reminded the audience of
Turkey's
                      support during the Gulf War and promised to "help Turkey
as we did
                      in the past." FNSS, a joint venture between United
Defense and the
                      Nurol Group, is Turkey's largest manufacturer of armored
vehicles
                      and exports to Malaysia and other nations.

                      Over the past three years, in addition to visiting
Turkey, Bush has
                      been to South Korea, Saudi Arabia, Australia, France,
Thailand and
                      Hong Kong on Carlyle's behalf. In his speeches to
investment
                      conferences, said Conway, Bush "talks about the world,
what he
                      sees, what he thinks. Period." Carlyle's newly hired
spokesperson,
                      Chris Ullman, would not discuss Bush's compensation or
his
                      schedule, but added that Bush "does not and has never
represented
                      Carlyle before other governments or government officials.
He has
                      made no business deals for Carlyle."

                      Investors, however, recognize that the Bush name--and the
many
                      contacts Bush developed as President, CIA director and
ambassador
                      to the UN--carry tremendous weight as he travels around
the world
                      on behalf of Carlyle. "Nothing beats the ability to have
George Bush
                      call up some contact he's known for the last twenty years
to comment
                      on the worthiness of a particular deal," said Pat Macht,
a
                      spokesperson for CalPERS, after consulting with
investment
                      managers about Bush's role in Carlyle. That is
particularly true in
                      Asia, where personal relationships are key to business
deals and
                      Bush chairs the annual meeting of Carlyle's Asian
Advisory Board.

                      Carlyle started its $750 million Asia fund three years
ago to invest in
                      countries trying to recover from the Asian financial
crisis. Under
                      pressure from the IMF and the US Treasury, the structure
of Asian
                      capitalism has been changing from family-controlled
conglomerates,
                      such as the Korean chaebols Daewoo and Hyundai, to leaner
                      companies run by professional managers, hired in many
cases by
                      foreign owners. Governments, meanwhile, have abandoned
social
                      policies that once guaranteed a portion of the work force
lifetime jobs
                      and made it difficult to fire workers. That's even true
in Korea, where
                      militant unions have given the country a bad reputation
in the eyes of
                      foreign investors.

                      "Contrary to popular belief, major layoffs are being done
in Korea,"
                      Jonathan Colby, a former aide to Kissinger who is one of
Carlyle's
                      managing directors for Asia, told a recent Asian
investors conference
                      in New York. With Asian banks holding billions of dollars
in bad loans,
                      "being able to tap private equity is crucial to long-term
growth in
                      Asia," Ray Hood, director of Asian investments for State
Street Bank,
                      said at the same event. For companies like Carlyle, Asia
"is where the
                      rewards will be in the next few years. Investment returns
will be a
                      complete steal."

                      In Japan, Carlyle is positioning itself alongside Goldman
Sachs,
                      Newbridge Capital, the Ripplewood Group and other US
investment
                      banks in buying up nonperforming loans and distressed
assets, which
                      are valued at more than $1 trillion. "Just as in Korea
you can make
                      some investments by taking a piece of the chaebols, I
think the same
                      thing is true in Japan, where you have these
overleveraged,
                      underperforming companies," said Conway.

                      These investment strategies mesh with policies of
financial
                      deregulation, structural reform and privatization, which
have been
                      publicly endorsed by President Bush, whose Administration
is deeply
                      concerned that a collapse of Japan's financial system
could imperil
                      the US-Japan security alliance. Last July, when Japanese
Prime
                      Minister Junichiro Koizumi visited Bush to seek his help
in resolving
                      Japan's financial woes, Japanese reporters blinked in
astonishment
                      as George W. explained at some length the importance of
                      restructuring bad loans and banks from his experience as
an oil
                      executive and Texas governor during the S&L disaster.

                      So far, Carlyle's Asia fund has made four acquisitions:
KorAm Bank,
                      whose value has almost doubled since it was purchased in
2000;
                      Taiwan Broadband, that country's fourth-largest cable
company, in
                      which Carlyle has invested $187 million; Mercury
Communications, a
                      telecom manufacturer recently spun off from the bankrupt
Daewoo
                      Group, for $49 million; and Pacific Department Stores, a
joint venture
                      with a Taiwan group that operates a chain of retail
stores in mainland
                      China, for $43 million. Carlyle's Japan fund recently
agreed to make
                      its first acquisition, a 90 percent stake, worth $28
million, in the
                      security trucking subsidiary of the bankrupt Daiei Group,
Japan's
                      largest retailer. Carlyle Asia is about to close its
third acquisition in
                      Korea, where Carlyle and J.P. Morgan have reportedly
offered $1.2
                      billion to buy Kumho Industrial, the world's tenth-
largest tire maker
                      and a major exporter to the United States and China.
China, in fact,
                      may be where Carlyle is heading in the long term. "We are
very
                      focused on South Korea today, but China is our priority
market of
                      tomorrow," Michael Kim, Carlyle's managing director in
Seoul, told the
                      Daily Deal in January.

                      All of this is good news for Carlyle's family of
investors, who seem
                      nonplussed by the questions swirling around the firm. "I
don't see
                      what the issue is with Carlyle, except that there are
some people who
                      just don't like President Bush," said Michael Flaherman,
chairman of
                      the CalPERS investment committee. But as America has
learned from
                      the Enron fiasco, the mix of big business and politics
can lead to
                      disastrous investments, poor public policy and further
erosion of the
                      democratic process. The Carlyle system, where former
Presidents,
                      prime ministers, diplomats and industry regulators
capitalize on their
                      careers to make money for themselves and their clients,
may be
                      perfectly legal. Yet as Japan's experience over the past
decade
                      shows, even the most vaunted economies can sink--and sink
                      fast--when the line between public interest and private
profit
                      disappears. Outside of the conservative Judicial Watch
and the
                      muckraking Center for Public Integrity, there has been
little public
                      interest in the Carlyle system of capitalism and where it
is going.
                      Congress, meanwhile, is too busy seeking Carlyle's advice
even to
                      ask the question. The people who run Carlyle may hate the
word
                      secrecy, but their words and actions make it impossible
to know
                      where the policy-making ends and the money-making begins.


                      http://www.thenation.com/doc.mhtml?i=20020401&s=shorrock




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