July 13, 1999, 09:25 p.m.
Compaq chief may come from TRW
Board members meet with candidate
By DWIGHT SILVERMAN Copyright 1999 Houston Chronicle
An executive with ties to the diversified manufacturing company TRW has emerged as a leading candidate in Compaq Computer Corp.'s search for a chief executive.
The candidate met in Houston last Thursday for about 2 1/2 hours with Compaq Chairman Benjamin Rosen and the two other board members who make up an interim "office of the chief executive," sources familiar with the search say.
The candidate also met at an undisclosed location Sunday with another board member, one source said. That was followed by a conference call among board members.
Compaq officials declined to comment on the company's CEO search.
Of the executives associated with TRW, one likely candidate is Peter S. Hellman, 49, the former president and chief operating officer of TRW, who left the company in February.
TRW is known to most people as a keeper of credit reports -- a business it sold off several years ago. The Ohio company has businesses in auto parts, aerospace, information systems and defense contracting. It had sales of $11.9 billion last year.
Choosing an executive from that company would provide what Compaq has been looking for -- someone who understands technology but also could bring an outsider's viewpoint to the company.
Compaq board members have been saying privately that their search, which began with the ouster of Eckhard Pfeiffer in late April, is coming to a close. Rosen said on July 2 that he expected the search would be over in four to six weeks.
A source close to Compaq said the company hopes to name its new chief executive officer when it reports quarterly earnings on July 28.
If Hellman is Compaq's choice, he brings a set of skills to the computer maker's top management that could serve it well in its current crisis.
Analysts say Hellman was instrumental in helping pare TRW down, making it more efficient. And he oversaw a part of TRW with challenges that are similar to those facing Compaq.
Hellman rode herd over TRW's automotive parts group. A TRW spokesman said that business is facing increasing pressure from automakers to decrease prices. This puts a squeeze on parts makers' profits.
In the computer industry, both business and consumer buyers are being attracted to machines that are low-cost, but still powerful enough to run most common software packages. As a result, the average selling price of a personal computer is dropping quickly, forcing PC makers to become more efficient to protect their profits.
Compaq, which sells most of its PCs through resellers and retailers who charge a markup, is facing tough competition from manufacturers like Dell Computer Corp. of Round Rock, which sells PCs directly.
Last month, Rosen warned analysts that Compaq would post a loss of as much as 15 cents a share for the second quarter.
Hellman was instrumental in paring down TRW by selling off parts of the company that had little to do with its core business. The most visible of these sales was that of its credit reporting division in 1996.
TRW spokesman Jay McAffrey described Hellman as "easy to get to know, but demanding. He's a perfectionist, which is important in business."
Hellman could not be reached for comment.
Hellman left TRW in February when the company bought LucasVarity, a British auto parts maker, for $7 billion in cash. Analysts say he was pushed out to make room for Victor Rice, LucasVarity's chief executive. Rice later backed out, however, citing business differences with TRW's chief executive, Joseph T. Gorman.
Hellman came to TRW in 1989 from British Petroleum's American unit, where he was the general manager for crude oil supply and trading. He started as TRW's vice president and treasurer, and in 1991 became executive vice president and chief financial officer. He was named president and chief operating officer in 1994.
The new chief executive at Compaq will face a company that is struggling to keep up with industry changes that appear to have taken it by surprise.
Compaq also still faces challenges in integrating Digital Equipment Corp., which it bought a year ago for $9 billion, into its operations. Analysts and Compaq insiders say there is a "culture war" between Digital and "Compaq classic" managers.
"The original Digital hadn't been a successful company for 10 or 15 years, and all the really good people left," said Gary Stimac, a former Compaq executive who still maintains close ties to the company. "So what kind of people were left at Digital? Survivors -- people good at holding onto their jobs. These are not necessarily business entrepreneurs, which is the original culture of Compaq."
Compaq's situation bears striking similarities to the problems it confronted during its earlier crisis of 1990-1991. But there are also significant differences.
Then, a shift in the market for Compaq's core product -- personal computers aimed at businesses -- caught the company unaware. Compaq had been charging big bucks for its computers, even though the systems were not much different from the no-name clone PCs being offered by smaller vendors.
Businesses were quickly catching on that the clones were more affordable and just as powerful as Compaq's pricier models. Compaq's sales began to skid, along with its profits.
When then-Chief Executive Rod Canion balked at changing how the company did business -- Compaq's board wanted to focus on lower-cost, high-volume systems -- he was replaced.
But unlike the current situation, Compaq had an heir apparent in Pfeiffer, who had been waiting in the wings as chief operating officer. That allowed for a relatively smooth transition to a new chief executive.
When Pfeiffer was ousted in April, however, there was no one ready to fill his shoes. Rosen, along with board members Frank Doyle and Robert Ted Enloe, formed an office of the chief executive to run the company on a day-to-day basis. At the same time, Compaq's board embarked on a hunt for a new chief executive.
The search has been going on for 2 1/2 months. Meanwhile, the company has not stood still. It has launched new products, cut prices on others, dramatically changed its distribution system and reorganized its internal structure.
Compaq's managers are responding to what one analyst called the "shifting sands" of the PC industry by making tough decisions. But those are exactly the kinds of decisions that a chief executive might want to make.
"If I am a CEO candidate, I might be thinking, 'Do I have enough freedom to succeed, or is the path so well defined that I cannot have an impact in setting its direction?' " said William Conroy, a technology analyst in Houston with Sanders Morris Mundy. "And if I don't have the freedom, do I want to come into this thing?"
Rosen's decisiveness turned off at least one prime candidate. Sources say Greg Brenneman, president and chief operating officer at Houston's Continental Airlines, was offered the Compaq chief executive's job.
Brenneman announced in a June 28 news release that he was withdrawing his name from consideration. He worried that he would not have the control he needed, sources close to Compaq's board said.
Brenneman declined to comment beyond his prepared statements. Compaq officials also would not comment about the negotiations.
Former Compaq executives say that, in the past, Rosen and the rest of the board have not become involved with the day-to-day operations of the company.
"Absolutely not -- if things were going great, he didn't participate," said Stimac, who as Compaq senior vice president was credited with starting the company's file-server business. "He was not micromanaging at all."
"Compaq has always been considered a great company because it has an activist and informed board, led by Ben Rosen," said Robert Stearns, a former senior vice president for Compaq. "The idea that this same board is now being represented as a detriment to a new CEO candidate is a perverse logic."
Compaq's chief executive search also has been hindered by the fact that another big computer company, Hewlett-Packard, is seeking a new top manager.
The same crop of candidates linked to Compaq -- including AT&T President John Zeglis; James McNerny, president of General Electric's jet engine division; IBM executive Sam Palmisano; and Intel Executive Vice President Paul Otellini -- also have been mentioned as Hewlett-Packard candidates.
Raymond Lane, president and chief operating officer at Oracle, withdrew his name from consideration for both jobs last week.
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