Conference 7.286::digital

	Here are BOD members in 1996 Annual Report:	

	Bob Palmer - added to BOD in 1992
	Vernon Alden - long time member
	Philip Caldwell - retired from BOD in 1995
	Colby Chandler - long time member
	Arnaud de Vitry - long time member
	Frank Doyle - added to BOD in 1995
	Robert Everett - long time member
	Kathleen Feldstein - added in the 90's
	Thomas Gerrity - added in the 90's
	Thomas Philips - added in the 90's
	Delbert Staley - added in the 90's

	So, of the 8 members in the 1990 annual report, there are 4 
	left, and we've added 6.  Seems to me that's progress.

    If I remember correctly from the 1995 10K (Q?) form, only 2 of these
    people are below the age of 64, Bob Palmer and Kathleen Feldstein.
    
    I am not ageist, but this hardly represents cross section of our
    industry.
    
    ken b.

    
    Old is experience, and wisdom. Qualities much needed in all areas of
    life.
    
    Bob

	Don't quote me, but I believe Mr. Gerrity, who is the Dean of the
	Wharton School of Business is younger than Bob Palmer.  Based on 
	the picture in the 1995 annual report, it sure looks like he is.

>    Old is experience, and wisdom. Qualities much needed in all areas of
>    life.

Old is old..... young is young...  wisdom depends entirely on your life's
experiences and what you do with them....  age does not automatically add
"wisdom". 

Arlan

The author deleted the base note...

		Steve

    
    	Not by that same guy who deleted the other base note, was it?
    

Other than a moderator, only a note's author can delete it.  I don't remember
the authors' names.

				Steve

    
    >	Other than a moderator, only a note's author can delete it.
    
    
    	That's very interesting to know.
    
    	Maybe tomorrow you can teach me a few things about NEXT UNSEEN
    	and modifying a personal_name.
    
    	8^)
    

>    >   Other than a moderator, only a note's author can delete it.
>
>        That's very interesting to know.

You'd be surprised how many people DON'T know that...!

- Nina

    I think it was JNOSTIN who authored the basenote.  If I'm
    wrong...sorry, JNOSTIN!!!

    
    	RE: .11
    
    	If you're wrong, you're going to have to shred a feather pil-
    	low and then collect all the feathers.
    
    	8^)
    

    :-)  Hey it's a good analogy.  Glad to see you read the whole note.

    
    	Yes, I saw your name in the header ...
    
    
    
    	... but read the whole thing anyways.  8^)
    
    	It was a very good analogy.
    

    re: .5
    
    I can partially agree with you. Wisdom can be gained at any age,
    whether young or old. However, older is still more experienced,
    as in lessons learned that youth can't have learned yet. One would 
    like to think youth would listen to the wisdom of the experienced,
    but that doesn't seem to be the case in today's society. And don't
    forget, you'll be older sooner than you know it, so respect the
    older ones, that you may reap respect when you are old, if the world
    hasn't self destructed by the time this occurs.
    
    Bob

    Re: .15
    
    The arrogance of youth, talent and impatience versus the arrogance of age,
    experience and intransigence? 
    
    A bit of mutual respect and honest communication wouldn't go amiss.
    
    John

    Hi John,
    
     Arrogance isn't a good thing at any age, talent is as talent does,
    and impatience is not a virtuous thing.
    
    I cannot agree more on mutual respect, and honest communication. It may
    be our only hope.
    
    Bob

>    Arrogance isn't a good thing at any age, talent is as talent does,
>   and impatience is not a virtuous thing.
    
  What some people see as arrogance can be confidence in one's ability.  I'm
  not arguing for or against anyone in particular.

  	mikeP

>    Arrogance isn't a good thing at any age, talent is as talent does,
>   and impatience is not a virtuous thing.
    
    "My arrogance, sir, extends just as far as my conscience demands".
    
    -- Eric Liddell, as portrayed in _Chariots of Fire_
    
    Actually I have a serrious question. Do we know how many shares of DEC
    each director holds. I would much prefer it if the BOD members had a
    personal stake in our success.
    
      John

John:

  If I recall correctly, several of our directors (past or present,
  I'm not sure which) were *GIVEN* 100 shares of stock as their
  only holding. I thought that Phil Caldwell (now gone) was in that
  category but I coulkd easily be wrong.

  I was amused at the time because I held several times as many
  shares as some of the directors. I don't anyomre! :-)

                                   Atlant

>       <<< Note 4782.19 by EVMS::HALLYB "Fish have no concept of fire" >>>
>    ...
>    Actually I have a serrious question. Do we know how many shares of DEC
>    each director holds. I would much prefer it if the BOD members had a
>    personal stake in our success.

As I stumbled across my 1995 ESPP Proxy statement the other day,
I looked up the holdings of the directors and officers.
Eliminating the fine print ("includes shares held by <spouse of director>
of which <director> disclaims beneficial ownership") the rough numbers
for last year's list are as follows:

Doyle            0 shares
Feldstein    3,000
Palmer     439,000
Alden       53,500
Everett      7,800
Phillips     9,000
Staley       4,000
Caldwell    12,900
Chandler    14,200
de Vitry   113,260
Gerrity     15,000

The numbers for Alden, Caldwell, Chandler, de Vitry, and Everett
include options for 5,000 shares.  
Feldstein's count includes 2,000 such options; Phillips has 4,000, 
Gerrity has 3,000, and Staley has 2,000.
Palmer's count includes 417,900 such options, about half of which
are restricted disposition.
I see no immediately visible notation on the strike price of the options.

Read all the details on pages 6-8 of last year's proxy statement, 
and keep an eye out for the 1996 edition, which should be out any day now.

- tom]

    If these numbers are accurate on stock ownership I'd say it's
    a real problem. For people in thier position (financially secure)
    they must be heavily invested in other places. There financial
    interest in Digital is most likely a small portion of thier
    investments. Pure speculation on my part but I'd have to guess
    there  are many senior managers with much more at stake than the
    BOD  (palmer aside)
        
    FWIW

    About 15 years ago on TV's _Wall $treet Week_, panelist Carter Randall
    answered a viewer question along those lines, i.e., "Why don't the
    directors own more stock in their companies"? With a straight face he
    answered: "Well, a lot of these directors serve on the boards of many
    companies and they can't afford to hold a lot of stock in all of them".
    
    I guess in the U.S.A. there's a shortage of qualified corporate directors.
    
      John

   I'm not well versed in the world of high finance, so if the following
   suggestion is "silly" please ignore.

   What would it take for Digital to become an "employee owned" company?
   There's a lot of sentiment in here against the BOD, against upper
   management, and questions of accountability.  How much would it take for
   the employees to band together and purchase enough stock to influence the
   BOD?  If we had enough power we could change things from the top down, if
   we deemed necessary.

   We have a great internal information transfer system (mail and notes). 
   Other companies have done this kind of thing with far less at their
   disposal than DECfolk.  Is it a reasonable thing to consider?

   Just a thought.

   -- Sam

Sam:

  It would take the employees owning 50% + 1 share of the stock.

  The valuation of all the shares outstanding is something like:

                        (Wild estimates used!)

  150 million shares * $35/share = $5 250 000 000 dollars


  So it would take about $2.5 billion dollars. If we assume
  about 55,000 employees, that's about $47K per employee.
  I haven't got it? Have you? If I did, would I invest it
  in Digital? I doubt it.

  It's been talked about before, and the magic number has
  always been somewhere in the $30K-$50K range.

  We *COULD* probably elect a director or two if we really tried,
  though.
                                   Atlant

>ATLANT::SCHMIDT "See http://atlant2.zko.dec.com/"

>So it would take about $2.5 billion dollars. If we assume
>about 55,000 employees, that's about $47K per employee.

but doesn't the company have just under $2 billion dollars in cash assets?
If we bought half the shares +1, then we'd own half the cash assets and
could split it amongst the employees.

This happened in the UK not so long ago. The Government sold off a part of
British Rail Engineering and the cash assets almost met what the new owners had
paid for the business.

Getting back to buying Digital, I'm not sure if US laws are the same as the UK
laws, but in the UK if a bid is made to take over a company, then an offer
must be made to every other shareholder for them to sell their shares to the 
takeover company. So DEC employees might have to buy all 5 billion dollars 
worth.

POL 

    We just need to get the BOD to identify existing shareholders
    as a hostile takeover threat, have the poison pill kick in,
    which in turn issues tons of stock to existing shareholders...
    voila, done!
    ;-)

    Who are the persons in the BOD ? Except BP none of the names in .0 is
    familiar to me. They represent the owners of DIGITAL and therefore they
    are indicators for the direction we are heading ...
    
    Can anyone provide me some info the the names
    
    name (Bank-Rep, Professor <Xpert>, important shareholder, ... )
    
    LATZELSPERG@mail.dec.com
    

The BOD doesn't "own" Digital - most of them are only nominal shareholders.
The annual prospectus lists the BOD and their backgrounds - it may also be
in the annual report.

				Steve

re Note 4782.42 by ATZIS3::LATZELSPERGE:

>     Who are the persons in the BOD ? 

        Well, Bob Everett was president of MITRE back when I worked
        there (over 20 years ago).  MITRE was (and still is, I
        believe) a very strange kind of company set up to assist the
        Air Force in technical procurement activities (MITRE is also
        very involved in FAA-sponsored air traffic control
        development).

        Bob Everett was a colleague of Ken Olsen on the MIT Whirlwind
        computer project in the early '50s.

        Bob

    There is some info on
    
    http://www.digital.com/info/finance/annual96/directors.html
    
    BOD does not own DIGITAL but it seems to be the same as the German
    'Aufsichtsrat' (Supervisory Board) and they are able to enforce their
    will via Management.
    
    I was interested in the profile of BOD (Bankers, Xperts, shareholders
    ...)
    
    thanks a lot

     >>>BOD does not own DIGITAL but it seems to be the same as the German
        'Aufsichtsrat' (Supervisory Board) and they are able to enforce
    their will via Management.
    
    There is a big difference, the BOD, unlike the AR, does not have any
    elected employee or union representatives. These can play a significant
    role, particularly if one of the management side decides to team up
    with the employee side. 
    
    It is of course speculation, but I find it hard to imagine that some of
    the madness of the last 5 years could have happened as it did if there
    had been elected employee representation on the BOD; eg firing revenue
    generating employees, firing key personel Friday and rehiring them
    Monday as contractors, taking on new-hires AFTER you have decided to
    restructure and fire thousands (including the new hires coming in the
    door), or the Kienzle debacle. This for me
    shows that the BOD was out of touch with reality and would have
    benefitted from having to listen to employee representatives four times
    a year.
    
    Quite why the present BOD is so mesmerised by the 'strategy for growth'
    is not clear to me at all. I suppose the dynamics of power on the BOD
    is determined by the personalities involved. St Paul saw the light on
    the way to Damascus. We can but hope.
    
    The recent managerial changes seem to indicate that something is going
    on. The new customer focus and the recognition that salespeople and
    account relationships are sacred is a big step in the right direction. 
    
    Am I right in thinking that our CEO once described our sales force as
    the worst in the industry?
    
    ..Kevin..