He Led Three Lives

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Vaccarello and Buechele may have known what they wanted, but in subsequent negotiations they would be neither the buyer nor the seller, just the property being bought and sold. So, you might wonder, who were they to be making choices and dictating terms?

Ironically, their company's very fragility gave them the bargaining strength they needed to be part of the negotiations and to influence their outcome. CSI's only assets were people -- who could walk out the door at any time. "That's the company," says senior communications engineer Gary Jaszewski, "the collective knowledge of everybody who works here -- not the software." So VisiCorp and potential buyers understood that with rough handling, CSI could easily break apart, leaving little of value. That realization got CSI listened to when VisiCorp set out to find a buyer, and in the subsequent negotiations with Minne-apolis-based Control Data Corp., CSI got a seat at the table. "VisiCorp didn't force us to look at companies that we didn't want to look at," Vaccarello says.

VisiCorp began shopping CSI around among potential buyers in 1984. The lesson CSI took away from this experience, and the three-way bargaining that followed, proved useful later on when Control Data sold the company to Altos Computer Systems. It was: know whose side you're on.

Control Data, which had pioneered in making supercomputers, the most powerful and costly computers on the market, was broadening its interests. It wanted, among other things, to assemble a portfolio of complementary software companies, one of which would be CSI.

Understandably, Vaccarello was skeptical of the prospective new parents, first Control Data and later Altos. "We went through a painstaking process of trying to figure out what the real motives of the acquiring companies were," he says. "We talked to people at different levels in Control Data and Altos and to companies they had acquired."

Once the motives were identified, however, and negotiations got underway, Vaccarello figured out whose side he needed to be on. Although it might appear to be a conflict of interest, he began to identify with Control Data, the acquiror. "It became apparent," he says, "that CSI's interests were closer to Control Data's than to VisiCorp's. We had to live with these people. We didn't want them paying top price."

In the negotiation process, specific issues pushed Vaccarello into the buyer's camp even before he'd struck his tent in the seller's. It was an asset sale, so CSI's bad receivables, for instance, became a point on which people could disagree. "The fight was over how much time do we allow before our bad receivables became a Control Data problem instead of a VisiCorp problem," recalls Vaccarello. He sided with Control Data to stretch the period. Another touchy item was the bonus CSI people were to receive if they stayed with the company for a year after the acquisition. "The size of that bonus became a point of contention," says Vaccarello, "because it would come out of VisiCorp's pocket." In issues like that, old loyalties gave way quickly.

"For the acquiree," adds Buechele, "it's easy to do nothing. . . . The tendency of both managements [VisiCorp and later Control Data] was to tell CSI, 'You don't have to know about all of this. We'll tell you when you need to know.' You can see why [they'd like to have it that way]. The hardest negotiations in the world are three-way negotiations."

Being part of the high-level wheeling and dealing when you're being bought and sold, as Vaccarello points out, is crucial. But it's not the only thing going on. There's still a company to run and employees to be dealt with. Not only do they need continued direction, they need reassurance. What the wheelers and dealers are doing affects them profoundly, only unlike the negotiators, they don't have the luxury of control. "It's the difference between driving and riding in a car on a twisting mountain road," salesman Rick Swan says. "It isn't the driver but the passenger who gets sick."

But Swan goes on to suggest that Vaccarello took it easy on the curves and, even when he couldn't tell employees exactly where they were going, kept telling them things were going fine.

First, he and Buechele split up. Vaccarello handled the negotiations; Buechele stepped over to run the company and see to the day-to-day comfort of the troops.

Vaccarello would hold meetings to tell everyone in the company what was going on. When he couldn't mention names, he didn't. But names were less important than assurances -- that the company would stay independent, that salaries and benefits wouldn't be cut, that people could go on doing the same kind of work.

Since he had always shared full financial results -- orders, sales, profits -- with employees anyway, it didn't set new precedents for Vaccarello to drive home CSI's continued profitability and growth. "At meetings," says CSI's newsletter writer Howard Bernstein, "one of the last things Skip does is to ask, 'What do you want to know? Got any questions?' Any apprehension was nipped in the bud."

"Skip did a great job of isolating people from details that we didn't need to know," says Swan. "He wouldn't talk about which company, but he'd talk about the type of parent we were looking for, one that wanted a good return on investment but not our technology. He'd keep reminding people of this. We humans need some comforting from time to time."

"He told me enough to keep me from spreading false rumors," says engineer Gary Jaszewski. And as John Seal points out, after the first acquisition, Vaccarello had a lot more credibility with the troops on the second. "Management had assured us," he says, "that we wouldn't be affected, and the more acquisitions there are, the more they can say, 'See, we told you."

Buechele was the day-to-day morale builder. "I spent a lot of money during that period," he says, "taking people to lunch . . . reminding them of the good things."

And demonstrating continuity. VisiCorp might be going down the drain, but CSI was profitable. So Buechele kept buying the equipment his people needed. When they ran short of space, negotiations didn't stop Buechele from renting more space in their homey little building. While VisiCorp handed out pink slips, CSI handed out profit-sharing checks. We just kept on growing," says Buechele, "and engineers equate growth with opportunity."

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