Come Home to America

Investors Coalition Calls On Tyco Board to Set Deadline for Return to U.S.; Campaign Says Expatriate Firms Should Come Home to America" Nappier Continues to Advocate Shareholder Rights Following Stanley Works Efforts

FOR IMMEDIATE RELEASE
Tuesday, March 4, 2003

Contact:    
Bernard Kavaler, CT Treasury 860-702-3277
Brad Pacheco, CalPERS 916-326-3991
Cheryl Kelly, AFSCME 202-429-1145

Washington, DC --A cross-section of U.S. institutional investors, state treasurers and labor unions joined in a coast-to-coast news conference today to call on Tyco International's new Board of Directors to set a timetable for the company to make a decision on returning the company from Bermuda to U.S. soil.

"Tyco and the others still have much work to do before they restore shareholder confidence and increase their legal rights. The only way for shareholders to truly hold Tyco accountable is for the company to reincorporate in the U.S.," said American Federation of State, County and Municipal Employees (AFSCME) President Gerald W. McEntee, whose union is sponsoring the Tyco shareholder resolution.

"Mr. Breen has said he's willing to consider our request, but he's done absolutely nothing to demonstrate he's serious," McEntee said in Washington D.C. "If he's truly interested in restoring investor confidence in Tyco, he should set a date for a decision and tell investors who will be studying this issue."

Connecticut State Treasurer Denise L. Nappier, participating from Washington DC, said: Shareholder rights are diminished in significant ways when American companies relocated to a post office box. If you want transparency as an investor, if you want to ensure that your voice is heard by your board of directors, and if you need to take legal action to protect your rights and interests as a shareholder of Tyco or McDermott or Cooper Industries or Nabors or Ingersoll-Rand -- then Bermuda can be a very cold and uninviting place."

Nappier played a lead role in 2002 opposing Connecticut-based Stanley Works planned reincorporation to Bermuda. After a tainted shareholder vote supporting the move, the company dropped its reincorporation plan and remained a US corporation.

Speaking from Sacramento, California State Treasurer Phil Angelides said the Come Home to America campaign is aimed at nearly two dozen American firms that have taken legal refuge in sham overseas mailing addresses.

This practice of expatriation has direct, detrimental effects on shareholders," Angelides added. Just as important, it represents -- to millions of shareholders -- the type of deceptive corporate practice that has shaken the financial markets, harmed taxpayers and pensioners, and damaged our economy. Tyco is one of only a handful of U.S. corporations -- out of thousands of publicly-held corporations -- that has chosen to engage in this practice."

Last week, Institutional Shareholder Services (ISS) recommended a vote in favor of the AFSCME resolution, because of its disappointment in the Tyco board's failure to properly assess this very important issue on shareholders' behalf. ISS is the world's most influential provider of proxy voting and corporate governance services to 750 institutional investors throughout North America and Europe.

"We are sending the message that corporate malfeasance won't be tolerated," said Jack Ehnes, chief executive officer of the California State Teachers' Retirement System. "ISS, the largest shareholder advisory firm in the world, has affirmed the growing call for reincorporation under U.S. law. Tyco should come back and play by the rules that protect shareholder rights."

"The efforts of expatriate companies to shirk responsibility in our countrys time of need, is not only devastating to the public treasury, it is also unfair competition to other U.S. corporations who are paying their share," added UNITE President Bruce Raynor, chairman of the board of Amalgamated Bank. "Growing outrage over this issue has prompted legislation to deny such expatriated companies state and federal contracts."

Similarly, said New York City Comptroller William C. Thompson, Jr., efforts are developing to eliminate the favorable tax treatment now enjoyed through offshore incorporation. "In Congress, the Reid, Levin and Neal Bill -- the Corporate Patriot Enforcement Act -- will deny tax benefits to former American companies that reincorporate offshore to avoid U.S. income taxes," said Thompson. "At introduction, that bill had over 150 cosponsors."

Sean Harrigan, president of the board of the California Public Employees Retirement System, concluded that the benefits of offshore incorporation have evaporated. "New legislation, bad publicity and loss of government contracts threaten to drive down the value of these companies," said Harrigan. "These companies should Come Home to America because that's what's in the best interest not only of our members but shareholders of all expatriate companies."

Go to www.calpers-governance.org for more information or contact any of the following:

California State Teachers' Retirement System
Sherry Reser   (916) 229-3258 Sreser@CalSTRS.ca.gov

California State Treasurer's Office
Mitchel Benson (916) 653-4052    Mbenson@treasurer.ca.gov

Connecticut State Treasurer's Office
Bernard Kavaler (860) 702-3277 Bernard.Kavaler@po.state.ct.us

New York City Comptroller's Office
Marc Kalech (212) 669-2401mkalech@comptroller.nyc.gov