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Subject:
From:
Kelly Pierce <[log in to unmask]>
Reply To:
VICUG-L: Visually Impaired Computer Users' Group List
Date:
Thu, 8 Oct 1998 21:07:03 -0500
Content-Type:
TEXT/PLAIN
Parts/Attachments:
TEXT/PLAIN (678 lines)
This was on the front page of thursday's New York Times.

kelly


      October 8, 1998

How a Giant Software Maker
Played the Game of Hardball

      By STEVE LOHR and JOHN MARKOFF

     I n the summer of 1995, a whiff of revolution was in the air in
     Silicon Valley. The Internet offered a new deal in computing, a
     fresh opportunity for entrepreneurs to try to break the Microsoft
     Corporation's firm grip on the personal computer software business.
     Leading the challenge was the Netscape Communications Corporation,
     whose software for browsing the World Wide Web had ignited the
     Internet boom.
     _________________________________________________________________

                                                       MICROSOFT'S WORLD
                                                       A special report.
     _________________________________________________________________

     James H. Clark, Netscape's chairman, spoke boldly of attacking
     Microsoft head-on. He borrowed imagery from the movie "Star Wars,"
     referring to Microsoft as the Death Star and Netscape as the leader
     of a rebel alliance.

     Microsoft answered with a vengeance. It dispatched hundreds of
     programmers to work on a competing browser and poured many millions
     of dollars into marketing it. It prodded computer makers and others
     to distribute its browser, folded the browser into its
     industry-dominant Windows operating system and gave the browser
     away free -- a campaign intended to "cut off their air supply," as
     a senior Microsoft executive described it.

     But it's not only competitors like Netscape that have encountered
     Microsoft's force.


photo caption:

       William H. Gates, lower left, and Paul G. Allen, lower right, with
                            Microsoft's first employees in the mid-1970s.
     _________________________________________________________________

     Microsoft's partners, its corporate customers and professional
     investors who finance new ventures have all collided with it.

     A close look at Microsoft's no-holds-barred push into the Internet
     software business offers a window into the ways the company uses
     its market muscle to influence the behavior of virtually every
     player in the industry.

     Some of the cases recounted here figure prominently in the suit
     brought by the Justice Department and 20 states, scheduled to go to
     trial later this month, charging that Microsoft at times went too
     far -- and violated antitrust laws.

     Regardless of the legal outcome, previously unreported details
     about incidents in the suit and the other examples provide a more
     complete picture of Microsoft in action.

     * When the Compaq Computer Corporation considered loading Netscape's
       browser instead of Microsoft's on its machines, Microsoft
       threatened to stop selling its Windows operating system to the big
       personal computer maker. Compaq, Microsoft's largest customer in
       the industry, quickly changed its mind.
     * After Spyglass Inc. began supplying Microsoft with its early
       browser technology, Microsoft announced that it would give away
       its browser free. The timing came as a rude surprise to its
       partner Spyglass. The company lost most of its revenues almost
       overnight, as the technology, which it had also been licensing to
       companies besides Microsoft, suddenly became available free.
     * When America Online Inc., which competes fiercely with Microsoft's
       online service and electronic commerce divisions, went shopping
       for browser technology, Microsoft made an offer that was too good
       to pass up: If America Online used Microsoft's browser as the main
       one for its millions of subscribers, Microsoft would give America
       Online prime placement on the desktop screen of all personal
       computers using Windows.
     * When the Intel Corporation began developing its own Internet
       software, Microsoft complained. Intel, the leading maker of the
       microprocessors that serve as the electronic brains on most
       personal computers running Windows, pulled back. The chip maker
       decided that its lucrative hand-in-glove partnership with
       Microsoft took priority.
     * Microsoft's reach in computing has become so pervasive that nearly
       every year now, Silicon Valley's top venture capitalists meet
       privately with a team of top Microsoft executives to learn about
       the company's plans. The goal, one venture investor observed, was
       to "stay out of the way of the steamroller."

     Microsoft adamantly denies that it has broken any laws. The company
     plays the game of business hard, and its executives acknowledge
     that without apology. Yes, Microsoft says, rivals may suffer and
     partners may be irritated occasionally. But the company insists its
     actions are guided by its main corporate goal of bringing new
     technology inexpensively and conveniently to the millions of people
     who use its software.

     Most people in the computer industry say that living in Microsoft's
     world means routinely making accommodations to it. Microsoft's
     power emanates from its near-monopoly on the market for personal
     computer operating systems, the master control programs that run
     computers.

     "Because it owns the operating system, Microsoft is the essential
     utility of the information age," said James F. Moore, president of
     Geopartners Research Inc., a technology consulting firm. "It acts
     as a kind of gatekeeper to the pipeline of computing innovation,
     sitting there and deciding whether to help some innovation or slow
     it down."

     The Netscape Meeting: Offer Declined, and War Begins

     F or months, Microsoft and Netscape had talked on and off, circling
     each other warily. But the event that would define them as
     unflinching rivals was a meeting on June 21, 1995, in a
     second-floor conference room at Netscape's headquarters in Mountain
     View, Calif.

     That meeting, according to the Justice Department and 20 states
     suing Microsoft, was the high-tech equivalent of the storied
     gatherings in smoke-filled railroad cars that inspired passage of
     the nation's antitrust laws a century ago. On that day, they say,
     Microsoft made Netscape an illegal offer to divvy up the market for
     Internet browsing software, a collusion pact that Netscape
     rejected. Microsoft replies that the prosecutors are
     misinterpreting a routine meeting in the software business and that
     the company has never tried to divide the browser market.

     Microsoft's principal strategist and its chairman, William H.
     Gates, did not attend the Mountain View gathering, but he consulted
     by telephone with the Microsoft team. Two people who did attend
     that June meeting have been named as witnesses in the trial
     scheduled to begin next week: James L. Barksdale, Netscape's
     president, and Daniel Rosen, Microsoft's general manager of new
     technology.

     In the trial, the Government will contend that Microsoft presented
     Netscape with an all-or-nothing offer, according to people who have
     been questioned in the Federal investigation.

     Relying heavily on notes taken in the meeting by Marc Andreessen,
     an executive vice president of Netscape, and on the testimony of
     Barksdale, the prosecutors are expected to assert that the
     Microsoft proposal had several elements, both incentives and
     requirements. Microsoft, according to the people questioned by the
     Government, would invest in Netscape, taking a 15 to 20 percent
     stake, give Netscape technical information and fine-tune
     Microsoft's operating systems so that Netscape's software would run
     better on Windows.

     In return, the people say, Netscape would give Microsoft a seat on
     its board, license its technology to Microsoft, give Microsoft
     advance knowledge of its product-development efforts and not make a
     browser for the next generation of the Microsoft operating system,
     Windows 95, which was shipped two months after the June 1995
     meeting.

     And Microsoft, the people added, did what it has always denied it
     does -- used access to its technology as a powerful lever in
     business negotiations, by offering Netscape preferential access to
     the Windows "application program interfaces," or A.P.I.'s, the
     links that enable other companies' programs to run smoothly on the
     Windows operating system. By turning down the deal, Netscape, they
     say, would not have that preferred access to Microsoft technology
     -- a threat that Microsoft fiercely denies making.

     Barksdale, Netscape's 55-year-old chief executive, told a colleague
     that the encounter with Microsoft in June 1995 was "the damnedest
     meeting I've ever attended in 35 years in business."

     Had Netscape accepted Microsoft's offer, it would have had
     Microsoft's money and its endorsement. Netscape would have also
     been free to sell its browser for use in earlier versions of
     Windows and for use on other operating systems like Apple's
     Macintosh and Unix, a powerful system used mainly in corporations
     and research labs.

     "But if we had licensed our technology to Microsoft and stepped
     aside, the best we could have hoped for was becoming a company with
     sales of $100 million or so and hoping to be bought out by
     Microsoft," said Clark, a former computer scientist at Stanford
     University who founded Silicon Graphics Inc., a computer graphics
     pioneer, before starting Netscape. "We didn't start Netscape for
     that."

     For any company, a meeting with Microsoft is often a charged
     affair. Every computing device from keyboards to disk drives, and
     every software program from games to browsers, must mesh smoothly
     with Microsoft's Windows operating system. This is necessary to
     make computers reliable and easier to use, but it also gives
     Microsoft its role as the industry's gatekeeper.

     And since Microsoft itself makes all manner of software products
     beyond the operating system, other companies are put in the uneasy
     position of requiring Microsoft's cooperation to be able to compete
     against it.

     And in the software industry, where every program is rendered in
     the digital code of 1's and 0's, the lines that divide competition
     and cooperation are often blurred. The talk about that line at the
     Microsoft-Netscape meeting focused on the division between the
     operating system -- the "platform," in computer terms -- and the
     application programs, sometimes called "solutions," that run on top
     of the operating system.

     The Government suit states that in sworn testimony, Chris Jones, a
     Microsoft manager who attended the meeting, "admitted that
     Microsoft 'absolutely' intended to persuade Netscape not to
     compete."

     Microsoft reads Jones's testimony very differently, as evidence
     mainly of the company's clarifying its position. If Netscape stayed
     on the applications or solutions side of the operating system, the
     two companies could be partners, Microsoft said. But if Netscape
     tried to become a player in the platform space, they would compete.

     Microsoft released portions of the Jones deposition last month as
     evidence that the Government had quoted the Microsoft manager out
     of context.

     Q. Do you recall any discussion about a desire of anybody on the
     part of Microsoft who was participating to be able to persuade or
     influence Netscape not to compete?

     A. Absolutely. But again, persuade in the sense of force or
     persuade in the sense of, hey, we think we can have a great
     business relationship together.

     Later in the deposition, a Justice Department lawyer asked Jones
     whether any of the Microsoft executives intended to suggest that
     "there would be any consequences to Netscape or its business if
     Netscape chose to go in the platform direction you've described
     earlier as opposed to the solutions direction."

     Jones replied: "The conversation was something like the following:
     'We're in the platform business. We're going to invest heavily in
     this part of the platform because we feel it's critical to our
     technologies. That's a done deal.' And we're asking them: 'What is
     your business? Is your business platforms or solutions? If it's
     platforms, we're in the platforms business. We're competing.' "

     Microsoft portrays such comments as innocuous statements of fact.
     But to Netscape, the same remarks could be taken as a warning, if
     not a threat. This is because Internet browsing software had the
     potential to become an alternative platform to the Windows
     operating system. The browser, sitting on top of the operating
     system, could supplant Windows as the main desktop screen on users'
     machines and the main layer of programming for starting other
     software applications.

     In addition, Netscape's browser could serve as a powerful platform
     for distributing and running Java, an Internet programming language
     developed by Sun Microsystems Inc., a Microsoft rival.

     In technical terms, Netscape's upstart platform could replace
     Microsoft's A.P.I.'s as the essential utility of computing. Indeed,
     Andreessen had boasted in public of Netscape's ambition to relegate
     Microsoft's Windows to so much software plumbing underneath the
     browser.

     By the June meeting, Microsoft certainly viewed Netscape as a
     serious potential challenger to Windows, the corporate crown jewel.

     On May 26, 1995, in an internal memo, "The Internet Tidal Wave,"
     Gates wrote: "A new competitor 'born' on the Internet is Netscape.
     Their browser is dominant with 70 percent usage share, allowing
     them to determine which network extensions will catch on."
     Netscape's strategy, Gates wrote, was to "move the key A.P.I." into
     the browser "to commoditize the underlying operating system."

     The Intel Case: Routine Talks, or Unfair Threats?

     T he Federal Government and the states have recently broadened
     their allegations against Microsoft by adding evidence that it
     tried to bully Intel, Apple Computer Inc. and other companies to
     squelch competition.

     They say that like the Netscape meeting the new evidence fits a
     pattern of behavior by Microsoft, which has repeatedly tried to
     limit competition by strong-arming competitors and partners.

     One episode that fits the pattern, the prosecutors contend, was an
     effort by Microsoft to pressure Intel to shelve the development of
     multimedia and Internet software and to limit its cooperation with
     Netscape.

     Intel's main business is making the microprocessor chips that act
     as the electronic brains of most of the computers that run the
     Windows operating system. Indeed, the fortunes of Intel and
     Microsoft are so closely aligned that the two companies are
     sometimes referred to as a single, powerful entity, "Wintel."

     But Intel also employs hundreds of software engineers, mainly at
     its Intel Architecture Labs in Hillsboro, Ore. And while Intel and
     Microsoft are partners, they have also had their conflicts,
     typically over the direction and pace at which certain innovations
     should be introduced into the personal computer industry, which
     they dominate together.

     Federal and state investigators have focused on Microsoft's strong
     reaction to work being done by Intel's software engineers -- a
     sentiment expressed in no uncertain terms during a meeting at
     Intel's Santa Clara, Calif., headquarters on Aug. 2, 1995.

     The contentious session was attended by several executives from
     Intel and Microsoft, including Intel's chairman, Andrew S. Grove,
     and Gates. An internal Intel memo stated that Gates made "vague
     threats" about supporting Intel's competitors and that he was
     "livid" about Intel's "investments in the Internet and wanted them
     stopped." Later, Intel did pull back from its multimedia and
     Internet software development. Steven McGeady, an Intel vice
     president who attended the August 1995 meeting, is scheduled to
     appear as a witness for the Government.

     Microsoft replies that the Government's accounts of meetings like
     those with Netscape and Intel are fanciful distortions, created by
     using a biased selection of documents and witnesses. The
     Government's case, Microsoft asserts, betrays an utter failure to
     accept the computer-industry reality that Microsoft routinely meets
     with companies to make sure their software and equipment will work
     well with Windows. Sometimes the talks, Microsoft says, go on to
     include further levels of cooperation like licensing technology or
     a Microsoft investment, as the company discussed with Netscape.

     In the trial, Microsoft is expected to argue its advance in the
     browser market was the result of its own business acumen and
     Netscape's missteps. To document Netscape's errors, Microsoft
     issued a subpoena last month and obtained the unpublished
     manuscript of a new book, "Competing on Internet Time: Lessons From
     Netscape and Its Battle With Microsoft," which is based on hundreds
     of interviews with current and former Netscape executives.

     The book does chronicle the mistakes made by Netscape. But its
     authors, Michael A. Cusumano of the Massachusetts Institute of
     Technology's Sloan School of Management, and David B. Yoffie of the
     Harvard Business School, think Microsoft is hardly blameless.

     "Microsoft's take-no-prisoners strategy backfired, all but inviting
     retaliation from competitors, the Government and even customers,"
     Yoffie said.

     Emphasizing that he was offering no legal judgment, Yoffie added,
     "I think Microsoft could have achieved 90 percent of what it did
     without crossing the line as much as it did."

     The Spyglass Link: Rewards and Perils of a Partnership

     O n April 6, 1994, Gates and 20 Microsoft executives gathered for a
     daylong retreat not far from the company's headquarters in Redmond,
     Wash. The subject was the Internet and how it might revolutionize
     the computer software business. Few concrete plans were made that
     day, but Microsoft executives insist that a direction was set. "Our
     vision from the outset was to unite the two worlds of the Windows
     desktop and the Internet," said Steven Sinofsky, a Microsoft
     executive who attended the meeting.

     Yet Microsoft badly trailed Netscape in the browser field. To
     hasten its entry, Microsoft licensed its early browsing software
     from Spyglass Inc. of Naperville, Ill. The first meeting between
     the two companies was initiated by Spyglass in April 1994. At the
     time, it was a tiny company and eager to do a deal with Microsoft.
     Spyglass was selected as the commercial licensee for browser
     technology developed by the National Center for Supercomputing at
     the University of Illinois.

     In the summer of 1994, Douglas Colbeth, president of Spyglass, met
     with Clark of Netscape at O'Hare International Airport in Chicago.
     The two men talked in the United Airlines Red Carpet Room, reserved
     for business-class passengers, and Colbeth recalled Clark telling
     him, "We're going to take Microsoft head-on."

     At the time, Colbeth recalled thinking to himself, "Great, now
     Microsoft will really want to license from me." Today, he noted:
     "Remember, we were a company with a couple dozen people and almost
     no money in the bank. Netscape had Jim Clark, with his money and
     reputation, and big-time venture capital backing from Silicon
     Valley. Netscape had a very different agenda."

     By July 1994, Microsoft had become quite interested in the Spyglass
     technology, Colbeth says, and the two companies signed their first
     licensing agreement the following December. Microsoft, Colbeth
     recalls, always told him that it would eventually fold browser
     technology into its operating system, but its timing was
     accelerated by Netscape's rapid rise.

     "Microsoft was initially hoping to charge for the browser," Colbeth
     said.

     But on Dec. 7, 1995, Gates declared that Microsoft would not only
     deeply integrate its browser into Windows but would give it away.
     The announcement caught the industry, even Colbeth, by surprise. At
     the time, Spyglass had licensed its technology to 82 other
     companies, including I.B.M. and Digital Equipment, for use in their
     software products -- a licensing revenue stream of about $20
     million a year.

     As a result of Microsoft's move, Spyglass saw those revenues vanish
     within a year, as smaller Internet software companies went out of
     business and big customers shifted to Microsoft's free browser.
     Spyglass slashed its payroll and scrambled into new niches of the
     industry to replace its lost sales, which it succeeded in doing
     eventually.

     "Whenever you license technology to Microsoft, you have to
     understand it can someday build it itself, drop it into the
     operating system and put you out of that business," Colbeth said.

     Compaq's Conundrum: A Good Customer Sees the Light

     W ell into 1996, Netscape's share of the browser market continued
     to rise, while Microsoft made little headway, even though its
     browser was free. Analysts and trade magazines agreed that
     Netscape's browser was the clear technical leader. In April 1996,
     Netscape's Navigator was used by 87 percent of people browsing the
     Web, compared with 4 percent using Microsoft's Internet Explorer,
     according to Zona Research.

     So the biggest personal computer maker, Compaq, thought it made
     sense to give customers Netscape's browser instead of Microsoft's.
     But Microsoft would not stand for that -- and Compaq had no choice
     but to give in.

     In June 1996, Compaq wanted not only to load the more popular
     Netscape browser on its machines but also to remove the icon for
     Microsoft's Internet Explorer, which was delivered to the computer
     maker with Windows 95. Microsoft informed Compaq that if it removed
     Internet Explorer, the computer maker would lose its license for
     Windows, Stephen Decker, director of software procurement at
     Compaq, said in testimony to Federal investigators.

     The ultimatum from Microsoft was delivered bluntly in a letter
     headed, "Notice of Intent to Terminate License Agreement."

     Faced with being denied the essential operating system, Compaq
     quickly reversed course and kept the Internet Explorer icon.
     Microsoft asserts that Windows and Internet Explorer are a single
     product and that Microsoft alone defines what is in the product.
     Nothing in its contracts, Microsoft adds, prohibits computer makers
     from including competing technologies.

     While the cutoff letter Microsoft sent to Compaq seems an
     unnecessarily hardball tactic when dealing with its largest
     corporate customer, Bob Herbold, Microsoft's chief operating
     officer, insists, "To take one letter here or one snippet of e-mail
     there to try to portray Microsoft as an arrogant company is
     unfair."

     Noting that a Compaq executive is a witness for Microsoft, Herbold
     said, "We are totally dependent on tremendous relationships with
     key companies like Compaq."

     At Netscape, however, the Compaq episode was a watershed.

     "That was the singular act that got me going to the Justice
     Department," Barksdale recalled.

     Barksdale said he regarded Microsoft's tactic of forcing Compaq to
     buy its browser as a condition of obtaining an essential product,
     the Windows operating system, as "an illegal act and absolute proof
     that Microsoft was a monopolist." After investigating the incident,
     the Justice Department and the states agreed with Barksdale that
     Microsoft was illegally tying the sale of one product to another.

     Microsoft replies that it has a long history of adding new features
     to its operating system. And from the outset, Microsoft says, it
     intended that Windows and its Internet Explorer browser be
     seamlessly integrated, as they are now in Windows 98. Thus,
     Microsoft insists, there is no product-tying violation of antitrust
     laws. In a separate case, a Federal appeals court sided with
     Microsoft, upholding the principle that the company could put
     whatever it wanted to in its operating system and declare it a
     single product.

     But in June 1996, when Compaq wanted to offer the Netscape product
     instead of Microsoft's browser, most industry experts viewed the
     browser and operating system as two different software programs.
     "It took a long time for the integration strategy to play out,"
     said a former senior Microsoft researcher. "Back then, integration
     was basically bolting a browser onto Windows."

     AOL's 'Balancing Act': Offer to Competitor Was Hard to Refuse

     S tephen M. Case, chairman of America Online Inc., refers to
     dealing with Microsoft as "a delicate balancing act." That balance
     swung sharply from the fall of 1995 to the spring of 1996, when
     Microsoft used the lure of giving America Online a featured place
     on the Windows desktop as the ultimate bargaining chip. To gain
     access to computing's most coveted real estate, America Online
     agreed to make Microsoft's Internet Explorer the main browser for
     its online subscribers, who now number more than 13 million.

     Yet throughout 1995, as Microsoft prepared to introduce Windows 95,
     the most significant improvement ever in its operating system, Case
     was knocking on the door of the Justice Department. His complaint
     was that Microsoft was going to place its new online service,
     Microsoft Network, a direct competitor to America Online,
     prominently on the desktop screen of Windows 95, which was
     introduced in August.

     This bundling tactic of using the industry-dominant operating
     system to market Microsoft Network, or MSN, Case argued, gave
     Microsoft an unfair advantage in the young but fast-growing online
     business.

     The Justice Department listened and investigated. But ultimately,
     the Government decided against taking any action.

     At America Online's headquarters in Vienna, Va., Microsoft was both
     feared and loathed at the time. America Online had a designated
     "Microsoft watcher," a young M.B.A. who tracked its adversary's
     every move. Above the desk in his small, windowless office was a
     picture of Gates. Beneath the picture, in large block letters, were
     the words "THE ENEMY."

     Though America Online was the clear leader in the online services
     business, it had ample reason to worry about an all-out assault by
     a rival as rich and aggressive as Microsoft.

     When he had visited the Microsoft headquarters a couple of years
     earlier, Case recalled, Gates had bluntly assessed Microsoft's
     options by saying he could buy 20 percent of America Online, all of
     it or enter the online business on his own and "bury you."

     A threat or merely a statement of the facts? "A bit of both," Case
     said recently. "But he was mainly articulating what everybody at
     that meeting kind of intuitively understood."

     Yet by 1996, Microsoft and America Online found they had reason to
     cooperate. With the exploding popularity of the Internet's World
     Wide Web, the conventional online companies, like America Online
     and Compuserve, had to provide their customers Internet access as
     well as their own services. America Online had its own browser, but
     to keep pace with the rapidly advancing technology it made sense to
     do a deal with Netscape or Microsoft.

     For both software companies, a deal with America Online, which had
     five million subscribers at the time, could mean a big surge in
     browser use and market share.

     Netscape seemed the natural partner for America Online, since both
     companies were Microsoft rivals. On March 11, America Online did
     announce that it would buy Netscape technology, but it was a
     standard licensing deal based on a payment-for-use formula. The
     next day, America Online announced a more significant deal with
     Microsoft making its browser the default technology -- the browser
     America Online subscribers would use unless they specifically asked
     for Netscape's Navigator.

     To win the deal, Microsoft offered to give America Online a
     start-up icon on the Windows desktop -- precisely the kind of equal
     treatment on the main Windows screen that Case had asked the
     Justice Department to require of Microsoft. "After we agreed to its
     Internet Explorer browser, Microsoft allowed us to be bundled on
     the Windows desktop," Case said. "It was an example of Microsoft's
     pragmatic side."

     The pragmatic decision was that the paramount corporate goal was to
     increase browser market share to protect the mainstay software
     business. As a result, its new online service, MSN, would have to
     sacrifice an important marketing advantage over its main rival,
     America Online.

     "It was Bill's decision," Russell Siegelman, the former general
     manager of MSN, said, referring to Gates. "He sent me e-mail on it.
     He said he didn't think it would hurt MSN that much. I disagreed
     with him."

     To other Microsoft executives, Gates expressed a different view of
     the likely impact on MSN. He told Brad Silverberg, a senior vice
     president, that putting America Online on the Windows desktop would
     amount to "putting a bullet through MSN's head," according to a
     deposition taken by the Justice Department.

     In the antitrust suit, the Government asserts that the America
     Online deal shows how Microsoft used the power of its Windows
     monopoly to give it an edge in the browser war against Netscape.
     David Colburn, a senior vice president of America Online who took
     part in the browser negotiations with Microsoft, is a witness for
     the Government.

     Today, Microsoft has overhauled its Internet strategy to focus
     mainly on building popular special-interest Web sites in fields
     like travel, personal finance, automobile retailing and news. And
     it is putting these sites, along with e-mail and search features,
     in an all-in-one site that uses the name MSN.com.

     "I still regard Microsoft as a primary threat," Case observed.
     "Microsoft has a history of getting it right in the long run, and
     there's no reason to think it won't in this business as well. We
     will always be in Microsoft's cross hairs."

     The Lesson: Don't Confront a Steamroller

     A t Netscape's headquarters in Silicon Valley, the strategy today
     is one of avoiding head-to-head competition with Microsoft whenever
     possible. "Don't do something that is in Microsoft's path -- that's
     the lesson learned," observed Clark, the Netscape chairman.

     Silicon Valley's venture capitalists, the investors who finance so
     many of the nation's high-tech startups, generally follow the
     Netscape formula these days.

     Yet that still leaves ample room to prosper. For while competing
     directly with Microsoft is dangerous, the software industry as a
     whole is an engine of wealth creation, job generation and technical
     innovation.

     And there is an ambivalent side to the venture community's
     relationship with Microsoft.

     For if a start-up cannot steer clear of Microsoft entirely, the
     favored option is to be bought out by Microsoft, which has scooped
     up many fledgling companies as a way of acquiring promising
     technology and people.

     "Microsoft understands start-up innovation and how to co-opt
     start-up innovation better than any other high-tech company," said
     James Breyer, managing partner of Accel Partners, a venture capital
     firm.

     As Microsoft has grown, it has come to be seen not merely as a
     competitor but as a force of nature that shapes the business
     environment, like a weather front.

     "Microsoft is incredibly pervasive," said Stewart Alsop, a partner
     with New Enterprise Associates, a venture capital firm in Menlo
     Park, Calif. At the board meetings of the companies in which his
     firm has invested, two issues always come up, he said: "One is the
     price of the company's stock, and the other is what Microsoft is
     going to do."

     In the last few years, Microsoft has offered its guidance during
     almost yearly meetings between senior Microsoft executives and
     leading venture capitalists. The meetings are part of Microsoft's
     effort to improve its sometimes prickly relations with Silicon
     Valley.

     "We work hard to provide clarity about where we're going and where
     we're not going," said Greg Maffei, Microsoft's chief financial
     officer.

     Last year's conference took place in October at the Quadrus office
     building on Sand Hill Road in Menlo Park, the Wall Street of
     high-tech venture investing.

     Maffei led a team of five Microsoft executives who appeared before
     a group of 40 venture capitalists, one of whom stood and asked the
     question that seemed to be on the minds of many of his peers: "How
     do I invest in a company that stays out of the way of the
     steamroller?"

     Maffei, recalled one person who attended the meeting, stood up and
     delivered a brief lecture on businesses that Microsoft was likely
     to avoid. His list included specialized software for manufacturing,
     human resource management, computer-aided design and others. But,
     this person noted, broad swaths of the industry appeared to be
     designated as off limits -- including new software platforms that
     might compete with Microsoft's personal computer operating system.

     At one point, Ruthann Quindlen, a partner with Institutional
     Venture Partners, leaned over to Vinod Khosla, a co-founder of Sun
     Microsystems and a partner at the venture capital firm Kleiner
     Perkins Caufield & Byers, and said quietly, "I guess that leaves us
     washing machines and toasters."

   Copyright 1998 The New York Times Company






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