Realty Times September 27, 2002

Homestore's Wolff, Tafeen Pivotal To DOJ Case Against AOL
by Blanche Evans

Finally, the nation is beginning to have a sense of outrage over corporate malfeasance that was partially behind the stock market bubble of the late nineties. Heads are beginning to roll as the SEC and DOJ investigages and sues or indicts miscreants for contributing to securities fraud.

Providing one of the first public whipping posts, CBS Marketwatch has added a juicy new feature to its Web site - Scandal Sheet which includes names, photos, allegations, status and compensation of corporate hooligans.

In alphabetical order, a quick scroll-down finds the three bad boys of Homestore, John Giesecke, Joseph Shew, and John DeSimone, who pled guilty on Wednesday to securities fraud.

But the site is either too new or it has overlooked other Homestore executives who have starring roles to play - Stuart Wolff, former CEO of Homestore, and his right hand man, former EVP Peter Tafeen. Wolff was a micro-manager who took part in the most minute decisions regarding Homestore, according to insiders, and Tafeen was the deal-maker with AOL.

Some may say the HOMS board is just as guilty of malfeasance as Giesecke, Shew and DeSimone.

However, it was the board that reported the fraud to the SEC, whether or not it was done with the hope of saving their own hides as well as the dot-com from implosion. At least the SEC was pleased enough to announce that it would seek no actions against the company, and complimented the board on its swift action.

The SEC and DOJ are only too happy to let some regretful folks turn state's evidence - they just hit the Eliot Ness jackpot. When all the evidence shakes out, they have a shot at bagging two companies' corrupt officers for the price of one - Homestore and AOL.

AOL is being investigated because of alleged arrangements to sell advertising on behalf of other Internet companies, including Homestore, through agreements which tied the amount of advertisements sold to the amount of advertising these companies bought from AOL, called a "round-trip." The alleged scenario is that Homestore would pay large sums for unneeded products or services from vendors. The vendors would then turn around and purchase advertising on AOL. AOL would then purchase advertising on Homestore, enabling Homestore to count the ads as revenues.

AOL is a big fish. If some aren't familiar with Homestore, they certainly have heard of AOL. The proceeds could be rich - not only for the SEC and DOJ, but for burned stockholders as well.

Not only will Homestore miscreants cough up big money to stay out of jail or lessen jail time in plea bargains, the SEC gets the beatific honor of engineering these paybacks to investors. By the time the investigations play out, Homestore crooks could give back millions to investors. Already over $2.7 million has been promised in the plea bargains of Geisecke, Shew and DiSimone. Wolff and Tafeen's payback could be huge.

AOL has more on the line than a few employees regurgitating their ill-gotten stock gains. While whistle-blower Homestore has been cleared by the SEC, AOL has not. And the case is building. Investigations are ongoing into the activities of former AOL executives David Colbourn and Eric Keller, and possibly others.

After all, the SEC has some atoning to do, too - for sleeping on the job while questionable accounting practices by publicly held companies got so out of hand. To make this embarrassing chapter in U.S. economic history close, somebody has to pay.

It's clear from the list of indictments that the federal government intends to make examples of the miscreants at Homestore that committed securities fraud. The other shoe hasn't dropped yet. Someone may be going to jail.

Wolff and Tafeen are still under investigation, according to recent news reports, but not just for their roles in the inflation of Homestore revenues. They could be the ones induced to deliver AOL to justice, according to some news report speculation.

According to one report, AOL Time Warner was the only major media company that did business with Homestore. Investigators are looking into AOL's side of deals in which barter transactions were reported as revenues by Homestore. Homestore overstated its revenues in 2000 and 2001 by over $100 million. AOL has begun its own investigation into the inflation of over $49 million in its revenues over an 18-month period.

Two of the HOMS executives have said that AOL took an active role in engineering the round trip transactions, but investigators may need Tafeen's testimony to build an airtight case against the media company.

According to reports, Tafeen worked with AOL executives Colburn and Keller, both of whom were fired over their roles in questionable transactions. Other senior AOL executives may also be involved.

Robert Friese, Tafeen's attorney told one reporter, "We are looking forward to hearing from the regulatory authorities exactly what they think he did wrong," he said. "Peter is not an accountant, and from a businesman's point of view he had valid explanations for the transactions we are aware of."

Meanwhile, John Buckley, a spokesman for AOL Time Warner, said that AOL's role in its transactions with Homestore and its accounting for those transactions were appropriate. He said the company was cooperating fully with the investigators..



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