lton in Washington, D.C., the plush setting for the annual investor conference of one of the most powerful, well-connected, and secretive companies in the world: the Carlyle Group. And since September 11, this little-known company has become unexpectedly important.

That the Carlyle Group had its conference on America's darkest day was mere coincidence, but there is nothing accidental about the cast of characters that this private-equity powerhouse has assembled in the 14 years since its founding. Among those associated with Carlyle are former U.S. president George Bush Sr., former U.K. prime minister John Major, and former president of the Philippines Fidel Ramos. And Carlyle has counted George Soros, Prince Alwaleed bin Talal bin Abdul Aziz Alsaud of Saudi Arabia, and Osama bin Laden's estranged family among its high-profile clientele. The group has been able to parlay its political clout into a lucrative buyout practice (in other words, purchasing struggling companies, turning them around, and selling them for huge profits)--everything from defense contractors to telecommunications and aerospace companies. It is a kind of ruthless investing made popular by the movie Wall Street, and any industry that relies heavily on government regulation is fair game for Carlyle's brand of access capitalism. Carlyle has established itself as the gatekeeper between private business interests and U.S. defense spending. And as the Carlyle investors watched the World Trade towers go down, the group's prospects went up.

In running what its own marketing literature spookily calls "a vast, interlocking, global network of businesses and investment professionals" that operates within the so-called iron triangle of industry, government, and the military, the Carlyle Group leaves itself open to any number of conflicts of interest and stunning ironies. For example, it is hard to ignore the fact that Osama bin Laden's family members, who renounced their son ten years ago, stood to gain financially from the war being waged against him until late October, when public criticism of the relationship forced them to liquidate their holdings in the firm. Or consider that U.S. president George W. Bush is in a position to make budgetary decisions that could pad his father's bank account. But for the Carlyle Group, walking that narrow line is the art of doing business at the murky intersection of Washington politics, national security, and private capital; mastering it has enabled the group to amass $12 billion in funds under management. But while successful in the traditional private-equity avenue of corporate buyouts, Carlyle has recently set its sites on venture capital with less success. The firm is finding that all the politicians in the world won't help it identify an emerging technology or a winning business model.

Surprisingly, Carlyle has avoided the fertile VC market in defense technology, which now, more than ever, comes from smaller companies hoping to cash in on what the defense establishment calls the revolution in military affairs, or RMA.  Thus far, Carlyle has passed up on these emerging technologies in favor of some truly awful Internet plays. And despite its unique qualifications for early-stage funding of defense companies, the firm seems to have no appetite for the sector.

Despite its VC troubles, however, the Carlyle Group's core business is set for some good times ahead. Though the group has raised eyebrows on Capitol Hill in the past, the firm's close ties with the current administration and its cozy relationship with several prominent Saudi government figures has the watchdogs howling. And it's those same connections that will keep Carlyle in the black for as long as the war against terrorism endures.

For the 11th-largest defense contractor in the United States, wartime is boom time. No one knows that better than the Carlyle Group, which less than a month after U.S. troops began bombing Afghanistan filed to take public its crown jewel of defense, United Defense, a company it has owned for nearly a decade. That this company is even able to go public is testament to the Carlyle Group's pull in Washington.

United Defense makes the controversial Crusader, a 42-ton, self-propelled howitzer that moves and operates much like a tank and can lob ten 155-mm shells per minute as far as 40 kilometers. The Crusader has been in the sights of Pentagon budget cutters since the Clinton administration, which argued that it was a relic of the cold war era--too heavy and slow for today's warfare. Even the Pentagon had recommended the program be discontinued. But remarkably, the $11 billion contract for the Crusader is still alive, thanks largely to the Carlyle Group.

"This is very much an example of a cold war-inspired weapon whose time has passed," notes Steve Grundman, a consultant at Charles River Associates, a defense and aerospace consultancy in Boston. "Its liabilities were uncovered during the Kosovo campaign, when the Army was unable to deploy it in time. It is exceedingly expensive, and it was a wake-up call to the Army that many of its forces are no longer relevant."

But the Carlyle Group was having none of that. While it is impossible to say what U.S. secretary of defense Donald Rumsfeld was thinking when he made the decision to keep the Crusader program alive, people close to the situation claim to have a pretty good idea. Mr. Carlucci and Mr. Rumsfeld are good friends and former wrestling partners from their undergraduate days at Princeton University. And while Carlyle executives are quick to reject any accusations of them lobbying the current administration, others aren't so sure. "In this particular effort, I felt that they were like any other lobbying group, apart from the fact that they are not," said one Washington, D.C., lobbyist with intimate knowledge of the Crusader negotiations, noting the fine line between lobbying and having a drink with a old friend.

According to Greg McCarthy, a spokesperson for Representative J.C. Watts Jr. (R: Oklahoma), whose district is home to one of the Crusader's assembly plants, the Carlyle Group's influence was indeed felt at the Pentagon. "Carlyle's strength was within the DoD, because as a rule someone like Frank Carlucci is going to have access," says Mr. McCarthy. "But they have other staff types that work behind the scenes, in the dark, that know everything about the Army and Capitol Hill."

Perhaps even more disconcerting than Carlyle's ties to the Pentagon are its connections within the White House itself. Aside from signing up George Bush Sr. shortly after his presidential term ended, Carlyle gave George W. Bush a job on the board of Texas-based airline food caterer Caterair International back in 1991. Since Bush the younger took office this year, a number of events have raised eyebrows.

Shortly after George W. Bush was sworn in as president, he broke off talks with North Korea regarding long-range ballistic missiles, claiming there was no way to ensure North Korea would comply with any guidelines that were developed. The news came as a shock to South Korean officials, who had spent years negotiating with the North, assisted by the Clinton administration. By June, Mr. Bush had reopened negotiations with North Korea, but only at the urging of his own father. According to reports, the former president sent his son a memo persuasively arguing the need to work with the North Korean government. It was the first time the nation had seen the influence of the father on the son in office.

But what has been overlooked was Carlyle's business interest in Korea. The senior Bush had spearheaded the group's successful entrance into the South Korean market, paving the way for buyouts of Korea's KorAm Bank and Mercury, a telecommunications equipment company. For the business to be successful, stability between North and South Korea is critical. And though there is no direct evidence linking the senior Bush's business dealings in Korea with the change in policy, it is the appearance of impropriety that excites the watchdogs. "We are clearly aware that former President Bush has weighed in on policy toward South Korea and we note that U.S. policy changed after those communications," says Peter Eisner, managing director at the Center for Public Integrity, a watchdog group in Washington, D.C., which has an active file on the Carlyle Group. "We know that former President Bush receives remuneration for his work with Carlyle and that he is capable of advising the current president, but how much further it goes, we don't know."

While the Center for Public Integrity looks for its smoking gun, others in Washington say hard evidence is unimportant. "Whether the decisions made by the former president are a real or apparent conflict of interest doesn't matter, because in the public's eye they're equally as damaging," says Larry Noble, executive director and general counsel of the Center for Responsive Politics. "Bush [Sr.] has to seriously consider the propriety of sitting on the board of a group that is impacted by his son's decisions."

And the controversy is expected only to increase as Carlyle's investments in Saudi Arabia are scrutinized during the war on terrorism. Mr. Eisner says that very little is known about Carlyle's involvements in Saudi Arabia, except that the firm has been making close to $50 million a year training the Saudi Arabian National Guard, troops that are sworn to protect the monarchy. Carlyle also advises the Saudi royal family on the Economic Offset Program, a system that is designed to encourage foreign businesses to open shop in Saudi Arabia and uses re-investment incentives to keep those businesses' proceeds in the country.

But the money flowing out of Saudi Arabia and into the Carlyle Group is of even more interest. Immediately after the September 11 attacks, reports surfaced of Carlyle's involvement with the Saudi Binladin Group, the $5 billion construction business run by Osama's half-brother Bakr. The bin Laden family invested $2 million in the Carlyle Partners II fund, which includes in its portfolio United Defense and other defense and aerospace companies. On October 26, the Carlyle Group severed its relationship with the bin Laden family in what officials termed a mutual decision. Mr. Bush Sr. and Mr. Major have been to Saudi Arabia on behalf of Carlyle as recently as last year, and according to reports, the Federal Bureau of Investigation is currently looking into the flow of money from the bin Laden family. Carlyle officials declined to answer any questions regarding their activities in Saudi Arabia.

But for all the questions, Carlyle has stayed clean in the eyes of the law. Lobbying laws in Washington, D.C., are ambiguous at best, requiring only that former politicians observe a one-year "cooling-off period" before they reënter the lobbying scene on behalf of industry. It is playing within this gray area that has given the Carlyle Group some of the best returns in the business.

After David Rubenstein, a former aide in the Carter administration, and William Conway Jr., former chief financial officer of MCI Communications, hooked up at New York's Carlyle hotel in 1987 to form the company, the Carlyle Group spent two lost years investing in a hodgepodge of companies. It wasn't until 1989, when the company brought in Mr. Carlucci, fresh off his two-year stint as U.S. secretary of defense, that Carlyle got serious in government. In 1991 the company made a name for itself by facilitating a $590 million purchase of Citicorp stock for Prince Alwaleed bin Talal. Shortly thereafter, Carlyle snatched up defense contractors Harsco, BDM International, and LTV, turning the companies around and selling them to the likes of TRW, Boeing, and Lockheed Martin.

The Carlyle Group has diversified its holdings since then, investing in everything from bottling companies to natural-food grocers. In the process, it has become one of the biggest, most successful private-equity firms in business, with annualized returns of 35 percent. (Judging by the early numbers from some of their funds, however, like many other private-equity funds, 2001 will be a considerably less profitable year for Carlyle.) "They are the new breed of private equity, acting more like a large mutual fund of private companies," says David Snow, editor of PrivateEquityCentral.net, a Web site that tracks private-equity firms. The numbers are impressive: Carlyle employs 240 people, as opposed to the 10 or 12 typical of most private-equity firms. It has ownership stakes in 164 companies, which collectively employ more than 70,000 people. George Soros invested $100 million in the group's funds; the California Public Employees' Retirement System is in for $305 million.

Carlyle has succeeded by raising money first, then finding the talent to manage it. For instance, it raised a fund for buying out telecom companies and hired William Kennard, the former U.S. Federal Communications Commission chairman, to run it. Accused early on of being nothing more than a bunch of Washington grip-and-grinners, Carlyle has proven its critics wrong. At a Salomon Smith Barney private-equity conference last March, a panel of professional investment managers were asked who the best fund managers are. Carlyle cofounder Mr. Conway was one of two managers chosen.

With its size and success, questions about the firm's ability to grow revenue has arisen. Carlyle has placed its bets for future growth on the VC markets, which it entered in 1996. But to date, it has found that venture capital is a game with far different rules than that of corporate buyouts. "They may be very established in private equity, but it seems to me that they don't really know the venture capital business," says one VC who has done deals with Carlyle. "In buyouts, you take over a company and fight the management, but in venture capital it's the opposite. You want to work with people."

Carlyle executives admit as much. As a result, the Carlyle Europe Venture Partners fund has been slow to commit its capital. So far, it has spent just more than 20 percent of its $660 million, and 3 of its original 17 investments have already folded. None has gone public or been acquired. As Jack Biddle, cofounder of Novak Biddle Venture Partners, dryly puts it, "I haven't been involved in a lot of venture deals where the participation of a president mattered that much. In venture capital, it's all about the technology."

For a firm that has made its money in highly regulated, politically charged industries, picking business-to-business plays is hardly second nature. While Carlyle has investments in highly regulated sectors like telecom and banking, it has avoided defense entirely, instead focusing on tech industries that have already gone flat. The firm's European fund alone boasts six B2B companies, two optical-networking companies, and Riot-E, a wireless media play. Jacques Garaïalde, managing director of the Europe fund concedes that expectations have been shifted. "Clearly, we can't make 100 times returns on B2B, but there are some situations in which we can make 3 times."

But the struggles in its VC business may be offset, at least temporarily, by the expected windfall from the war on terrorism. The federal government has already approved a $40 billion supplemental aid package to the current budget, $19 billion of which is headed straight to the Pentagon. Some of the additional government spending is likely to find its way into Carlyle's coffers.

The Bush administration isn't afraid to mix business and politics, and no other firm embodies that penchant better than the Carlyle Group. Walking that fine line is what Carlyle does best. We may not see Osama bin Laden's brothers at Carlyle's investor conferences any more, but business will go on as usual for the biggest old boys network around. As Mr. Snow puts it, "Carlyle will always have to defend itself and will never be able to convince certain people that they aren't capable of forging murky backroom deals. George Bush's father does profit when the Carlyle Group profits, but to make the leap that the president would base decisions on that is to say that the president is corrupt."

Additional reporting by Lawrence Aragon, Mark Chediak, Julie Landry, Christopher Locke, Eric Moskowitz, Mark Mowrey, and Michael Parsons.

Write to Dan Briody-- Dan.Briody@redherring.com

Website: http://www.theredherring.com

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