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Conference 7.286::digital

Title:The Digital way of working
Moderator:QUARK::LIONELON
Created:Fri Feb 14 1986
Last Modified:Fri Jun 06 1997
Last Successful Update:Fri Jun 06 1997
Number of topics:5321
Total number of notes:139771

5313.0. "SEETHING SHAREHOLDERS; Business Week article" by PCBUOA::KRATZ () Mon Jun 02 1997 11:38

Business Week, June 9th, 1997, full page article, p. 38

"SEETHING SHAREHOLDERS"
Digital's management may face a revolt

  The frustration felt by shareholders of Digital Equipment Corp. is
understandable.  Perennial turnaround schemes and management shakeups
have failed to restore earnings.  Sales of the ocmpany's Alpha computers
will probably be down for the quarter ending June 30, even as the rest of
the industry is booming.  Instead of delivering the $1 per share in
earnings for fiscal 1997 that CEO Robert B. Palmer promised last fall,
analysts say the company will bring in just 65 cents.  The company's
headline-grabbing suit accusing Intel Corp. of stealing Alpha-chip
technology may cost millions - without boosting Alpha's prospects or
Digital's.  Indeed, Intel countersued on May 28, hinting that Digital's
supply of Pentiums could dry up.
  All this has played havoc with Digital's stock, which was at 36 on
May 28, down 14% since Palmer became CEO in 1992 - a stretch in which the
Standard & Poor's 500-stock index has nearly doubled.  "The amount of
shareholder value lost in the last five years because there wasn't
somebody there creating pressure for effective change is staggering,"
says Robert A. G. Monks, principal of LENS Inc., a shareholder action
group.
  Now a would-be savior for Digital shareholders has surfaced.  Providence
Capital Inc., a small money-management firm with a history pf prodding
lackluster performers into action, says it has commitments from
institutional investors holding more than 30% of Digital's shares to
attend a meeting in New York on June 18 to discuss ways to "increase
shareholder value."
  Can Providence, which has only a tiny stake, organize Digital's
shareholders and get them to act on their dissatisfaction?  Providence
President Herbert A. Denton says "most of the major shareholders" have
agreed to come to his powwow.  But of Digital's eight largest shareholders,
five say they have no plans to attend the meeting and two decline to
comment.  Among top shareholders, only Prudential Investments, which
holds 4.4%, confirms that it will be there.  "What's to lose?" says
Thomas R. Jackson, portfolio manager of the Prudential Investments
Equity Portfolio.
  Even if Providence doesn't lead the charge, Digital shareholders are
increasingly restless.  Separate resolutions demanding that Digital
retain an investment banker to shop the company and rescind its poison
pill have been submitted by two individual shareholders and will appear
on Digital's September proxy statement.  Another proposal submitted in
late May by the Communication Workers of America, which holds 48,000
Digital shares, calls for splitting the job of chairman from that of
CEO.  "Does Digital manegement have a plan to preserve and enhance
shareholder value?" asks one large institutional holder.  "If not,
the board has to take some action."
  Shareholders may have a new concern.  The patent suit against mighty
Intel - a bold move that lifted the Alpha's chip profile - may backfire.
In the countersuit to Digital's patent-infringement action, Intel demands
that Digital return confidential documents spelling out Intel product
plans.  "When a company is questioning out integrity, we don't feel 
comfortable giving them our most advanced confidential materials,"
says an intel spokesman.  More ominous was the news from Intel that
Digital's contracts for Pentium-class microprocessors run out in
September, raising the possibility that Digital's $2 billion PC
business could face troublesome shortages.
  THE BOARD's SIN.  Digital calls the countersuit "nothing more than
a thinly veiled attempt to cause concern among Digital customers."
The company also says it has long-term contracts with its suppliers,
including Intel.  And Digital's executives have said repeatedly that
Intel risks violating antitrust laws if it slows or shuts off the
supply of Pentium chips to Digital.  But as a backup, Digital has signed
up to use the K6 chip from Intel rival Advanced Micro Devices (page 74).
  With all these issues swrling, the board that has stood by Palmer and
his management is coming under scrutiny.  Thomas P. Gerrity, a Digital
director who is dean of the Wharton School, wound up on a list of
"America's least valuable directors" compiled by the Brotherhood of
Teamsters.  His sin: voting to pay Palmer $8.3 million in salary,
bonus, and options last year.  That's after Palmer has cut the workforce
in half and racked up $2.6 billion in losses since he took charge in 1992.
Gerrity wasn't available for comment.  But his seat - and Palmer's -
is probably getting awful hot.  By Paul C. Judge in Boston and
Andy Reinhardt in San Francisco.

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5313.1CTHU22::M_MORINMario Morin, Hull CSC - CanadaMon Jun 02 1997 13:245
It's ironic that BP Mentioned that he owed it to the shareholders
of DIGITAL to go ahead with the lawsuit and now the shareholders
are (some of them anyways) appear to be rebelling.

/Mario
5313.2Yawn ..OTOU01::MAINNSIS Consultant,Canada,621-5078Mon Jun 02 1997 14:5717
    
    Also interesting that our stock has not dropped since the Intel law
    suit .. still at around $35-$36. Also interesting is that a shareholder 
    with apparently only a few hundred shares can stir up so much poop .. 
    kind of makes you wonder what his real intent is or maybe even
    who is behind him ?
    
    p.s. re: Intel pulling plug on chips .. right, just remember that their 
    manufacturing operations folks run an old reliable system called
    OpenVMS, so does that give you an indication of how much they need us?
    
    No sense listening to press on this as the positioning for Cust mind
    share is only going to get a lot crazier ..
    
    Regards,
    
    / Kerry
5313.3PCBUOA::KRATZMon Jun 02 1997 15:078
>p.s. re: Intel pulling plug on chips .. right, just remember that their 
>manufacturing operations folks run an old reliable system called
>OpenVMS, so does that give you an indication of how much they need us?
    
Perhaps shareholders are less impressed with the few piddly VMS licenses
and are instead concentrating on things like 25% of DIGITAL's revenue,
or DIGITAL's largest contract, etc. that are now heavily at risk.
K
5313.4"piddly" is in eyes of the beholder..OTOU01::MAINNSIS Consultant,Canada,621-5078Mon Jun 02 1997 15:2219
    Lynn,
    
    >>
Perhaps shareholders are less impressed with the few piddly VMS licenses
and are instead concentrating on things like 25% of DIGITAL's revenue,
    >>
    
    Apparently, those "piddly VMS licenses" run Intel's entire chip 
    manufacturing processes - of course, that's only a minor consideration 
    in all of this .. I am sure they can get OpenVMS support from Microsoft 
    or Dell or Compaq or ???
    
    :-)
    
    Regards,
    
    / Kerry
    
    
5313.5Want to work for Intel?ZVOLMC::LE_THMon Jun 02 1997 15:2324
    >p.s. re: Intel pulling plug on chips .. right, just remember that their 
    >manufacturing operations folks run an old reliable system called
    >OpenVMS, so does that give you an indication of how much they need us?
    
    [Copied without permission]
    San Jose Mercury News, Monday, June 2, 1997
    
    Challenge your Technical skills at Intel.
    
    VAX/VMS system Administrator
    
    You'll be a member of the system management team in a 24-hour by 7-day
    manufacturing and development environment, providing day-to-day system
    support.  Areas of support will include system tuning, account
    management, system security/performance monitoring, office automation
    and network support, new system installation, software upgrades and
    maintenance contract management. Require a BSCS or equivalent and 3+
    years' experience managing OpenVMS cluster system in a large-user
    environment.  Also requires experience evaluating new systems; managing
    disk configurations; DECNET , LAT and TCP/IP network; and experience
    with I/O balancing and disk backup strategies.
    
    /Thien
          
5313.6PCBUOA::KRATZMon Jun 02 1997 15:517
    re .4
    So the point you're *trying* to make is you believe that DIGITAL
    can shut down Intel's FAB plants since they use VMS?
    
    You've actually convinced yourself of that, huh?
    ;-)
    K  
5313.7Need sustainable growth strategyPTOJJD::DANZAKPittsburgher �Mon Jun 02 1997 15:5319
    The issue is not technology etc., it's the lack of ability of an
    excellent technology to engineer, market and sell its products. There
    is enough blame to go around in all of those functions mentioned - but
    mostly at levels which should be positioning and creating sustainable
    revenue growth - not just spreadsheet blips.
    
    Yah, spreadsheet blips are nice and needed to survive from now to then,
    but we don't have a long term, viable strategy that is generating lots
    of money and growth.  Period.
    
    Now, would YOU be happy if all of your retirment funds were in DIgital
    stock?  If no, then we should probably be doing something to make it
    more attractive etc. as well as secure our own futures.
    
    Too many strategies, false starts and retrenches.  I keep saying that
    the folks up top won't notice the dance is over until the money runs
    out....
    
    
5313.8PADC::KOLLINGKarenMon Jun 02 1997 16:078
    Re: Now, would YOU be happy if all of your retirment funds were in
    DIgital stock?
    
    I certainly hope no one has all of their retirement funds in
    ANY one security, particularly not the security of the company
    they work for, since that's a huge problem in terms of
    non-diversification.
    
5313.9I'd Say It's JustifiedNCMAIL::YANUSCMon Jun 02 1997 16:5838
    RE: .7 and .8
    
    I believe Jon was using an extreme example to show how upset some
    shareholders can be at our stock's performance, rather than expressing
    an actual situation that he may be a part of.  At least I hope you
    were, Jon.
    
    Now that I've stated the obvious, let me make a few points around some
    of the previous messages.  The number of shares that a Provident or any
    other group has that may mount a shareholder revolt is irrelevant.  It
    can be as low as one share, or millions.  Companies try to discredit
    those organizations that have low share volumes, insinuating that
    somehow they have lesser credibility than those holding larger amounts. 
    But let's face it - Provident's holding were just what they needed to
    get into the dance.  They are tapping a groundswell of anger that has
    rightfully arisen due to our company's performance.  You might not
    agree with their tactics, you might not agree with their ultimate aim
    in all this, but you have to agree that they have a lot of history
    working in their favor.
    
    Personally I feel that Bob Palmer is a very capable CEO, and in the
    right situation would have been exceptional.  But his tenure at DIGITAL
    indicates this was not the right situation, and he needs to take the
    heat for it.  Shareholder value has nosedived during his reign, which
    is particularly galling since our industry and the markets in general
    have performed so admirably during this same time.  His renumeration
    during this period, particularly during the past year, is also
    unacceptable to many shareholders.  $8+M, as either Business Week or
    the San Jose Mercury News stated previously, is too high in anyone's
    book for the performance of this company's stock during 1996.  If Bob
    and the Board, and also the top management team, are feeling heat from
    Provident's actions, it would appear justified to this author.
    
    I guess the only thing I find funny is that with the large institutions
    still holding our stock (e.g. Prudential Investments), that this kind of
    "revolt" wasn't initiated earlier.
    
    Chuck                                                  
5313.10SUBSYS::NEUMYERHere's your signMon Jun 02 1997 17:0827
    re .9
    
    
   > Personally I feel that Bob Palmer is a very capable CEO, and in the
   > right situation would have been exceptional.  But his tenure at DIGITAL
   > indicates this was not the right situation, and he needs to take the
   > heat for it.  Shareholder value has nosedived during his reign, which
   > is particularly galling since our industry and the markets in general
   > have performed so admirably during this same time.  His renumeration
   > during this period, particularly during the past year, is also
   > unacceptable to many shareholders.  $8+M, as either Business Week or
   > the San Jose Mercury News stated previously, is too high in anyone's
   > book for the performance of this company's stock during 1996.  If Bob
   > and the Board, and also the top management team, are feeling heat from
   > Provident's actions, it would appear justified to this author.
   >
    
    	I personaly have no data to base a conclusion about Bob Palmer's
    ability to be CEO other than what I have seen. If he were a good CEO,
    he would make the situation 'right'. 
    	I wonder if there was a schedule set for our turn-around. Even a
    loose one. I know that here in the trenches, if you don't meet
    schedule, you are at least re-assigned. It would at least seem that the
    compensation should fit the results.
    	It's time for something new.
    
    ed
5313.11YIELD::HARRISMon Jun 02 1997 17:2524
>Perhaps shareholders are less impressed with the few piddly VMS licenses
>and are instead concentrating on things like 25% of DIGITAL's revenue,
>or DIGITAL's largest contract, etc. that are now heavily at risk.

    Given the following statement:
    
          "A spokesman for Intel said that,       
          contrary to news reports last week,    
          Intel had not said that it would stop  
          selling Digital chips. If it could     
          not reach a new agreement, he said,    
          Intel might simply make Digital buy    
          chips from an Intel distributor        
          instead of selling to it directly."
          
          [�New York Times Company]
    
    
    Why would we be at risk of being able to sell Intel based systems?
    
    -Bruce
    
              
    
5313.12answered offlinePCBUOA::KRATZMon Jun 02 1997 17:561
    
5313.13Yah, but compare to OTHER tech stocksPTOJJD::DANZAKPittsburgher �Mon Jun 02 1997 22:0311
    re: .8
    
    Karen,
    
    If you were HP, CISCO, COMPAQ, SUN or DELL (or even IBM) I suspect that
    your non-diversified position would be SUBSTANTIALLY better than if it
    were DIGITAL.  THAT is the stockholder issue.
    
    As far as my retirement funds...of course they're diverse....diversity
    rules, this is (after all) the 90s (grin),
    j
5313.14nobody likes money taken out of their pocketXLIB::REICHMon Jun 02 1997 23:339
    
    THE stockholder issue is that The Board & Senior Management, after 
    five years of dismal performance, turned down the Compaq offer of 
    nearly double the share price.
    
    Imagine you have a property for sale and your [real estate] agent 
    turns away an offer for almost double the next best offer -- and 
    does not even tell you. 
    
5313.15Need to consider both sides ..OTOU01::MAINNSIS Consultant,Canada,621-5078Tue Jun 03 1997 01:5719
    >>>
    Imagine you have a property for sale and your [real estate] agent 
    turns away an offer for almost double the next best offer -- and 
    does not even tell you. 
    >>>
    
    Another way of looking at it might be - how would you feel if a 
    relative came up to you and said that he had sold the house you had
    lived in for 30 years - even if he had received a good price?
    
    Especially when you know the person buying the house only wants the 
    land it is on and plans to rip it down ?
    
    Does anyone think that Compaq would not have kept the good stuff and
    threw out whatever was left ?
    
    Regards,
    
    / Kerry
5313.16Its the new owners rightSNOFS1::SCOTCHFORDPTue Jun 03 1997 02:076
    On the house & real estate agent analogy, who cares what happens to the
    house after its sold!!!
    
    If its ripped down , renovated, rebuilt its the perrogative of the new
    owner, similarly with a business no matter how big!
    
5313.17FORTY2::BOYESMy karma ran over my dogmaTue Jun 03 1997 06:346
>    On the house & real estate agent analogy, who cares what happens to the
>    house after its sold!!!

The tennants.

+Mark+
5313.18dialin_706_102.lkg.dec.com::gradyTim Grady, OpenVMS Network EngineeringTue Jun 03 1997 10:002
We are not the tennants.  We are the hired help.

5313.19Just Another Indentured ServantNCMAIL::YANUSCTue Jun 03 1997 10:0214
    RE: .15
    
    Kerry,
    
    Don't kid yourself.  I have never seen any press, either inside or
    outside Digital, that hinted that the reason the Compaq offer was
    turned down was because management was concerned about us "tenants"
    living in the house.  On the contrary, the press/rumors indicated its
    was because the existing Digital landlords would no longer have been
    the landlords of the house (with our company's performance compared to
    Compaq's, why would they have thought it would have played out any
    differently?)
    
    Chuck
5313.20Board represents shareholder interestsNQOS01::d7syo1-3.syo.dec.com::WorkbenchTue Jun 03 1997 16:3610
    >> THE stockholder issue is that The Board & Senior Management, after 
    >> five years of dismal performance, turned down the Compaq offer of 
    >> nearly double the share price.

The board and senior management are supposed to act in the best interest of 
the stockholders.  They must give consideration to all serious purchase offers 
and evaluate them with that -- and only that -- in mind.  Given the 
performance of this management over the past 5 years, I think they have a 
valid issue.

5313.21Who you gonna call?24333::UNLANDThu Jun 05 1997 10:0024
    re: Intel and OpenVMS reliance ...
    
    After talking to a friend of mine that sells HP, it turns out that the
    Digital lawsuit may be a bonanza for him. He's already got things in
    motion to wholesale replace the VMS clusters running Workstream (the
    shop floor control system used by Intel fabs) with HP systems running
    newer versions of the software. Many of the Intel IS managers who were
    previously loyal to DEC have had a sudden change of heart, especially
    after hearing their some of the language Digital used in the lawsuit.
    
    Overall, HP probably has the most to gain out of this whole thing,
    especially as it comes on top of their new friendship with Microsoft.
    They are firmly lined up with the dominant computer architecture, OS,
    and software products on the market; some by alliances that have been
    years in the making. HP stockholders and employees enjoy a level of
    success and satisfaction that Digital saw only fleetingly in the late
    1980's, and their corporate strategy and leadership seems to have
    things well plotted out for the next few years as well.
    
    I can only hope that there's someone out there in Digitaland that is
    signing up lots of new customers and applications to replace the ones
    that are getting lost in this little set-to ...
    
    Geoff
5313.2235819::ramRam Rao, PBPGINFWMYThu Jun 05 1997 11:3610
re .21

There is another side to the picture presented in .21

I talked with a customer from a Fortune 500 company that has a stated
goal of eliminating Digital from the account.  Their take on the lawsuit,
that it introduced uncertainty regarding deploying NT on Compaq, and
NT on Digital would be given a fresh look.

Ram
5313.2333598::RICCIARDIBe a graceful Parvenu...Thu Jun 05 1997 12:325
    Re lawsuit:
    
    We had better be able to win it.
    
    
5313.24Ignore rhetoric ..58483::MAINNSIS Consultant,Canada,621-5078Thu Jun 05 1997 13:3021
    
    .21 re: HP .. Since apparently one of the goals of the law suit is to 
    ensure that our technology is not used in the Merced chip - a key 
    component in HP's future strategy, they should be concerned.
    
    Re: replacing Intel OpenVMS prodcution systems with HP-UX. If one
    considers the issues, then one realizes that at best they would be
    looking at a 2-4 year plan - one that replaces all their operations
    folks  (how many OpenVMS types know UNIX?). Getting this many new 
    operations personnel with senior system mgmt skills would mean the
    big O word - outsourcing.
    
    Now, I wonder how the Intel OPS folks would like this plan ?
    
    The HP replacement stuff is just more rhetoric .. HP trying to put
    a positive spin on something they are likely very concerned about ie.
    Merced delays.
    
    Regards,
    
    / Kerry
5313.2538859::HARRISThu Jun 05 1997 16:5826
    >    Re: replacing Intel OpenVMS prodcution systems with HP-UX. If one
>    considers the issues, then one realizes that at best they would be
>    looking at a 2-4 year plan - one that replaces all their operations
>    folks  (how many OpenVMS types know UNIX?). Getting this many new 
>    operations personnel with senior system mgmt skills would mean the
>    big O word - outsourcing.
>    
>    Now, I wonder how the Intel OPS folks would like this plan ?


    Intel like Digital has added a large amount of VMS code around
    Workstream/Classic. To replace Workstream/Classic with the newer
    Workstream/DFS or Workstream/Open would be a huge project that would
    affect productivity during a long transition.  

    One of the reasons Workstream/Classic is still very popular in the
    industry because it is so expensive for an existing FAB to move away
    from it.  Motorola uses a product called PROMIS(also runs on VMS) in
    all it's FAB's except one, the FAB Digital sold them.  They looked at
    converting the fab over it, and found the downtime to the facility
    would be more costly than running SQF with Workstream.    

    I think .21's friend wants to take advantage of this, but I doubt he/she
    will be successful.

    -Bruce