He Led Three Lives

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Between the two of them, Vaccarello and Buechele tried to be sure that their precious human assets found no good reason to jump out while the ride was still on.

Can an acquired company really remain independent of its acquiror? Not likely -- at least not if the acquiror is intent on seizing control. Yet CSI is on its fourth owner, and people who have been there since the VisiCorp days testify to the continuity of style, purpose, and culture inside the company. How has CSI managed to maintain that level of independence?

Vaccarello and Buechele have had the good sense to keep the company focused on serving its well-defined market with what customers and others claim are quality products, well delivered. "As far as I'm concerned," says Frank Dzubeck of Communications Network Architects Inc., a Washington, D.C.-based consulting firm that recommends CSI software to its clients, "they're at the top of the list."

Thus, no acquiror has been tempted to move quickly to redirect the company's efforts or replace its management. No one has seen CSI as a makeover opportunity. It's more like a company with a strong outside board. "They put a plan together for our approval," says Dave Zacarias, president of current parent Altos, "and as long as they are meeting those objectives, then we'll stay out of it. We really get involved only at the board level."

A smart acquiree will discover what the parent wants, then deliver it. "The first thing to do," says Buechele, once you've been acquired, "is figure out how you're going to be measured. Then, optimize your performance toward those measures. For instance, VisiCorp had its own problems, and they didn't want to hear about ours. They were just looking for the highest cash balance. . . . So, we only bothered people at the lowest possible level at VisiCorp, and we maximized our cash.

"At Control Data, it was different. They had procedure books three inches thick. The secret of survival there was to show a detailed balance sheet in their rigorous format. They didn't care if you were showing a profit so long as you met the reporting format. . . . We spent a lot of time learning who wanted to know what when."

Small things count, too. The immediate threats to CSI's independence don't come at board meetings. They're more insidious. The big organization doesn't eat you whole, it nibbles at you. "Everybody in the organization wants to help," says Buechele, "and they'll help you to death."

For instance, soon after Control Data bought it, CSI wanted to rent still more space in its building behind Denny's. We'll help you negotiate the lease, said the Control Data facilities department. No thanks, said CSI. We can negotiate our own lease. But you can't sign it, said the Control Data bureaucrat. Only three people in the company can sign leases. CSI appealed to a Control Data VP, who called the functionary off. CSI signed its own lease.

When CSI installed a new Coke machine, Control Data engineers insisted it had to meet their installation specs. Furthermore, said the computer company's personnel department, you can't give Cokes and coffee away. That's not consistent with our policy. CSI insisted it would install the machine as it liked, where it liked, and charge what it liked. Cokes are still free.

"It sounds silly," says Buechele, "but those were big problems. . . . It's mostly service organizations within the parent corporation that are trying to carve out their fiefdoms, so they want to get their fingers into your business. . . ." The corporate public-relations people urged CSI to use corporate PR. The accounting department suggested CSI use the corporate accounting system. CSI resisted both. The secret, says Buechele, "is not letting the personnel department fill out that first form for you, because when it comes to the second form, they'll say, 'Well, we did the last one. Why not this one?' This one," Buechele says, "may be your own pay raise."

When Control Data issued employee memos, Vaccarello screened them first. Did CSI employees need to see them? If so, he sent them out under a CSI cover letter. When Control Data distributed the CEO's annual videotaped message to employees, Vaccarello got it but never showed it to CSI employees. "We rarely mentioned Control Data at meetings," he says. "On the letter-head, in very small print, it said, 'A Control Data company.' The only people interacting with Control Data were the controller and I, and I deliberately kept it that way."

In the end, though, luck helps you stay independent, too. It was lucky for CSI that Control Data ran into profitability problems when it did. "We lost $567 million in 1985," says a company spokesman, "because we were trying to do too many things at once." Selling CSI, he says, was part of Control Data's "restructuring."

But it also saved the CSI name. Despite everything that CSI was doing right, Control Data had its own long-term agenda. Ultimately, a parent company willing to risk changing a successful acquiree will have its way. In the future, the Control Data spokesman says, "CSI would have become part of our operations . . . writing software for our internal business."

Zacarias claims that won't happen at Altos, as long as CSI continues to perform well. "We don't believe we understand that piece of the business well enough to bring CSI in-house." Altos, he says, would rather keep CSI's people motivated and happy by leaving them alone.

It's been just a few months, but what Zacarias says seems to be the case. "Altos," testifies salesman Roger Fisher, "is just a shareholder. You don't see any Altos managers around here, do you?"

"We still have the small-company atmosphere," insists engineer Jaszewski. "I know Skip and Gene, and I can talk to them about company policy any day I want."

Seal remembers a joke that made the rounds at CSI during the last acquisition. "We brought down VisiCorp," it went, "and Control Data didn't thrive under our policies. Maybe, if we get acquired by IBM, we can cut them down to size, too."

EDITOR-NOTE:

In May, CSI left Denny's parking lot for a larger building at a classier address. But it's still CSI's own, CEO Vaccarello says. The company had planned the move long before the Altos acquisition.

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