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   Technology StocksMicroStrategy Inc. (MSTR)

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To: Glenn Petersen who wrote (685)1/8/2002 8:43:24 PM
From: Glenn Petersen
   of 715
Part II from the Washington Post:

The Rise and Fall of Michael Saylor
At the Height of a Joy Ride, MicroStrategy Dives

By Mark Leibovich
Washington Post Staff Writer
Monday, January 7, 2002; Page A01

Second of four articles

Michael Saylor, the founder and CEO of the bull market sensation MicroStrategy Inc., was enjoying a sunny weekend at his home in Vienna. His paper fortune had just hit $13.6 billion, which was $4.5 billion more than it was the previous weekend and $6.2 billion more than it was the weekend before that.

But that Sunday, March 12, 2000, the company's chief financial officer, Mark Lynch, received a call at home from Warren Martin, a partner at PricewaterhouseCoopers, MicroStrategy's financial auditors. Martin told Lynch that the firm's national office was reviewing three large contracts that MicroStrategy had booked the previous fall. Could MicroStrategy possibly delay the $2 billion stock offering it had planned for later that month? Martin asked.

Impossible, Lynch replied. The company had already begun its roadshow, the tour that leads up to a stock offering in which top executives pitch their firms to big investors in several cities. Martin told Lynch he would get back to him.

Lynch explained the situation to Saylor the next day during a roadshow stop in Philadelphia. Saylor was unconcerned at first. He assumed that Pricewaterhouse's past approval of MicroStrategy's financial statements would insulate the company from having to revise its numbers. "Please make this go away," Lynch told Saylor, and Saylor went back to what he loved most, delivering evangelical pitches for MicroStrategy.

In early 2000, investors were falling heavily for "Mike's Come-to-Jesus speech," as some MicroStrategists called it. And they were not the only ones hearing his ever more sweeping declarations. "I think my software is going to become so ubiquitous, so essential, that if it stops working, there will be riots," Saylor told the New Yorker's Larissa McFarquar in an article that appeared that March. "I mean that literally. I mean that people will die this year because they didn't buy my software."

Friends and aides warned Saylor to tone down the rhetoric, telling him he risked sounding offensive or ridiculous. His staff and MicroStrategy's board members reminded him to stay focused on business "fundamentals" -- operations, finance, customer service. But Wall Street was the oracle that Saylor heeded the most, and he relied heavily on Lynch to please it.

Lynch, then 37, was affable, soft-spoken and well liked at MicroStrategy. With a sheepish, Woody Harrelson-like disposition, he was viewed as a sort of everyman ambassador to the volatile Saylor. He was one of the few people in the chief executive's inner circle who did not talk like a whiz kid or boast an MIT or Ivy League pedigree. Lynch, who attended Penn State University, worked hard, avoided confrontation and was one of the few outside executives who succeeded at MicroStrategy, largely, in the words of one insider, "by being a good soldier."

Lynch was also gifted at "managing Mike." This meant he could steel himself from Saylor's outbursts and also keep the chief executive happy while he performed his increasingly difficult job. What was clear to anyone inside MicroStrategy was that Lynch was under enormous stress. As the company revised its business model to suit the online mania of the late 1990s, Lynch and his small financial team faced tricky accounting challenges. They were no longer a simple "business intelligence" company that made its money by licensing software to firms that helped them mine their corporate databases for useful information.

Now MicroStrategy's expanded business was more complex. It included, Saylor's fixation, which delivered information such as weather updates and sports scores directly to consumers by phone, computer and wireless tools. The subsidiary made deals with companies such as Ameritrade, the online brokerage that used MicroStrategy's software to relay stock quotes to its customers. MicroStrategy could no longer account for every deal as a straight-forward, one-time transaction. Once-simple questions about how and when to account for sales were opened up to interpretation.

Quietly, and over several months, people within MicroStrategy had raised questions about the company's accounting methods. Some midlevel officials who came to work at the company from larger software firms such as Oracle or Sybase were amazed at how much revenue MicroStrategy was able to book up-front. While a deal might span for several years, MicroStrategy would often take credit for a large proportion of the money at the start.

Likewise , the audit committee of MicroStrategy's board of directors -- Ralph Terkowitz, a vice president of technology at The Washington Post Co., and Frank Ingari, chief executive of Wheelhouse Corp. -- had repeatedly expressed dissatisfaction with the quality of Pricewaterhouse's reviews of its books. Terkowitz and Ingari met regularly with Lynch and Warren Martin. Terkowitz and Ingari told Martin that Pricewaterhouse's quarterly audits seemed sparse and undetailed, board sources said, especially given the mounting revenue that MicroStrategy was recording.

Each time they complained, Martin reassured Terkowitz and Ingari that the accounting was "accurate and conservative."

Saylor said later he was never made aware of the audit committee's concerns about Pricewaterhouse's work. But suspicions about MicroStrategy's accounting had also entered the public domain. In November 1999, the Center for Financial Research and Analysis, a Rockville firm that studies corporate financial statements, issued a report that expressed "concern about the quality of MicroStrategy's September quarter revenue and earnings" as well as "the timing of revenue and income recognized in the September quarter." Then, a brief article by David Raymond in the March 6, 2000, Forbes magazine cast suspicions about three deals that MicroStrategy had recorded in the third and fourth quarters of 1999.

None of this particularly troubled Saylor. Warren Martin had approved everything, after all. Nor did the skeptics seem to bother Wall Street -- indeed, MicroStrategy's stock price jumped $21 on the issue date of the Forbes piece. And Saylor was feeling emboldened. "I feel that if I don't succeed," he was quoted saying in the New Yorker, "it's an abomination in the eyes of God."

An Urgent Message

Continuing the roadshow, Saylor and Lynch arrived at the Ritz-Carlton Hotel in Houston late Monday night, March 13. Lynch had a message waiting from Martin when he checked in: Call him back at 10:30, East Coast time, the message said. He would be his office.

Worried by the urgency of the message, Saylor and Lynch called Martin together from Saylor's suite. Martin put John Dirks, the head of Pricewaterhouse's national technology practice, on the phone. Dirks, whom Saylor had never met, said he had reviewed some contracts booked in the previous quarter and concluded that the original accounting had been done incorrectly. Saylor's face became red.

"We believe it would be appropriate for us to retract the previously audited financial statement of December 1999," Dirks said, according to a source familiar with that conversation. He suggested that MicroStrategy issue a press release announcing it would be restating its revenue figures from the previous quarter.

Dirks focused on a large deal that MicroStrategy had struck the previous fall with NCR Corp, a computer equipment and services firm. MicroStrategy sold $27.5 million worth of software and services to NCR for NCR to "resell" to its own customers. As part of the transaction, MicroStrategy agreed to pay $25 million in stock and cash to NCR for one of its business units and a data warehousing system. Some stock analysts saw the deal as a virtual revenue wash, but MicroStrategy still issued a press release on Oct. 4, 1999, hailing its "52.5 million agreement with NCR." MicroStrategy recorded $17.5 million in sales from the NCR deal in the quarter that ended that Sept. 30. NRC accounted for the deal in the following quarter.

Without that $17.5 million, MicroStrategy's revenue for the third quarter would have dropped nearly 20 percent from the previous quarter, instead of growing by 20 percent. It would have reported a loss of 14 cents a share instead of a profit of 9 cents. And it would have fallen well below Wall Street's expectations, making it unlikely its stock price would have risen as much as it did the following month, when Saylor and a group of company insiders sold shares at a collective value of $82 million.

The firm's accountants had approved MicroStrategy's financial statements until as late as Jan. 26, 2000. They were acting now, they privately told MicroStrategy officials, in response to the Forbes article, which had examined the NCR deal in detail. Citing an ongoing client relationship with MicroStrategy, Pricewaterhouse refused to respond to several written questions for these articles. Dirks and Martin also declined to comment through Pricewaterhouse spokesman Steven Silber.

"Wait," Saylor said to Dirks and Martin, his voice cracking, "you guys signed off on this." If MicroStrategy issued a press release, he said, "there will be a collapse of confidence and trust in our company that will cause great collateral damage."

Everyone agreed to talk again the next morning. Lynch bought cigarettes, and neither he nor Saylor slept that night.

At midnight Washington time, Saylor and Lynch called the Arlington home of MicroStrategy's chief counsel, Jonathan Klein. This set off a flurry of sleep-jangling calls between Klein, other MicroStrategy attorneys, executives and members of the company's board of directors.

On the Road Again

Late on Tuesday, Lynch returned to Washington to join a group of MicroStrategy accountants, lawyers and board members who were meeting with Pricewaterhouse. Saylor continued his roadshow, except for a trip back to Washington where he announced that he would spend $100 million of his own money to start a free online university, a plan that was previewed on the front page of The Washington Post.

Back on the road, Saylor would call Klein in Washington after every pitch for updates. The meetings centered on small computations, arcane rules and subjective analyses, but Saylor told his executives they were really about something else: "Whether we live, or whether everything will end."

Lynch slept a total of eight hours over those five days. The numbers they discussed fluctuated widely.

On Sunday, March 19, at 4 p.m., MicroStrategy's board of directors, made up of many of the prominent local businessmen Saylor had cultivated during his rise, convened around a large table in a 14th-floor conference room of the company's Tysons Corner offices. In addition to Saylor, Terkowitz and Ingari, the board included Worldcom Corp. Vice Chairman John Sidgmore, who had joined the board a week before, entrepreneur Jonathan Ledecky; and MicroStrategy co-founder Sanju Bansal. The board voted to issue an accounting restatement the next day.

At the end of the day, they were joined by top company executives, lawyers and a crisis public relations team that was brought in from New York. "It will be a PR victory for us if our stock doesn't drop 100 points tomorrow," Ledecky said.

But Saylor grew more frustrated by what he was hearing. He became especially agitated with Ralph Ferrara, a securities law expert from the Washington office of Debevoise & Plimpton who spoke to the board about the accounting problems. As Ferrara was making a point about the possible ramifications of the restatement, Saylor cut him off, according to two sources who were in the room. Saylor told Ferrara that none of the information he was providing was new to him.

"If you know all this," Ferrara snapped back, "then you've ruined your company."

Stunned, Saylor remained silent for several minutes while Ferrara continued, sources recalled. Saylor, who does not remember this specific exchange, said he never acted in any way that would have "ruined the company," and if Ferrara had accused him of it, he would have responded immediately.

After Ferrara continued for a few minutes, the sources said, Saylor began banging his palm on the table in boredom. He said Ferrara was lingering on unimportant detail and he told him to move on to the next item. "Michael, my D and O [directors and officers] insurance only covers me up to $15 million," Ledecky said, glaring at Saylor. "After that, they come after my own assets. So I want to hear this." Saylor's eyes bulged, he went silent again and Ferrara continued.

Saylor recalls the tension in that meeting to be a result of "our company heading into a horrifically difficult period." Up until six days before, he added, "everyone told me I was doing a perfect job."

As midnight approached on March 19, Saylor called his family to inform them of the announcement to come. He spoke longest to his mother, Phyllis Saylor, the dominant figure in Michael's life. She doted on her son, and friends said Saylor often credited her with instilling a belief that he could "do great and enormous things."

"There's gonna be a lot of bad publicity," Saylor explained to his mother, who had recently accompanied her son to the White House millennium party. "People will write bad things about me."

"I loved you when you were a paper boy and a $30,000-a-year engineer," Phyllis Saylor reassured her son. "And I'll love you just as much tomorrow."

Hate Mail

The angry messages started as soon as Glenda Thomas, Michael Saylor's executive assistant, arrived at work the next morning, March 20. Hate mail, electronic and hand-delivered. "I hope you burn in hell" phone calls. Profane threats against her boss that brought tears to Thomas's eyes.

MicroStrategy had issued a press release at 8:06 a.m. announcing its restatement. Instead of claiming a 1999 profit of $12.6 million, as it had previously announced, the company now said it would show a loss of about $34 million to $40.3 million. Revenue for that year, previously reported at $205.3 million, would be reduced to "between approximately $150 million and $155 million." The company also reduced its 1998 revenues from $106.4 million to "between approximately $95.9 million and $100.9 million."

Saylor held a conference call with stock analysts just after 9 a.m. Six employees crowded into the office of Sid Banerjee, MicroStrategy's vice president for worldwide services to listen on a speaker phone. Banerjee charted MicroStrategy's share price on Yahoo's financial Web site. Every few minutes, while Saylor spoke, Banerjee pressed the "refresh" button on his browser; and every few minutes, Banerjee would see that the stock had dropped by another double-digit dollar amount.

Saylor remembers little about the day. He did interviews, about 20, his face filling office televisions next to a diving graph line of his company's share price. By the time the markets closed, MicroStrategy's shares had lost 62 percent of their value -- dropping from $226.75 to $86.75. The public stock offering was postponed, so was a planned share split. Five class action lawsuits were filed. Shareholders lost a collective $11.1 billion.

At 4:01 p.m., Saylor received a digital page from a stock service: "Hello, Michael," it said. "Your portfolio is down $6.1 billion."

Gallows Humor

Saylor figured the trouble would blow over quickly. Privately, friends said, he was both angry, mostly at PricewaterhouseCoopers, and quick to play down the company's culpability for the restatement. He resisted the gallows humor that swept the company's hallways and e-mail network. When an employee showed him the front page of the March 21 New York Daily News, a close-up of Saylor's with the headline "LOST $6B IN A DAY," Saylor did not smile.

One Sunday a few weeks later, Saylor called about 30 of his top executives to a meeting in a basement conference room at the McLean Hilton. He said he was determined to keep growing, keep hiring people and keep pumping resources into, an increasingly unpopular service within the top ranks of the company given how expensive it was to run.

There was growing sentiment to refocus on MicroStrategy's core business of "business intelligence software," which was bringing in most of the revenue. For months, a few executives had been referring to as "Mike's pet," while others simply called it his "dog." But Saylor clung to, symbol of big possibilities and key to Wall Street's bestowing him the dot-com halo he so coveted.

Saylor's overriding message at the Hilton was that the restatement was trivial and that everything would settle back to normal. But many "constituencies" were not cooperating, especially the media, where Saylor's pumped-up image was suffering a harsh deflating. He began devoting more time to managing public relations. He spoke of the press in increasingly Nixonian terms. "Our enemies SHOULD NOT own our news ticker," he wrote in a May 18, 2000, e-mail to several members of his marketing and public relations staff. "I need you guys to fix this. Issue one press release per hour if you must."

"When we let negative press releases pile up on that ticker," he wrote in another e-mail that day, "we are allowing those who would see us fail clogg [sic] our arteries and attach weights to our limbs."

But it was becoming clear to Saylor that the unpleasantness would not be short-term. Lawyers were everywhere. There were class action attorneys, smelling fresh kill, as they often do when companies suffer huge stock losses after a tacit admission of past errors (in this case, MicroStrategy's restatement). Lawyers for the Securities and Exchange Commission began to snoop.

MicroStrategy retained an A-list cast of Washington lawyers to defend it, among them Ferrara and Brendan Sullivan of Williams & Connolly. Saylor was represented personally by Harvey Pitt of Fried, Frank Shriver and Jacobson -- and, according to a filing with the SEC, Saylor's personal legal representation cost the company $1 million in 2000.

Bansal was represented by Neil Eggleston, formerly of the Clinton White House, and Lynch by Bruce Baird of Covington& Burling. Robert Fiske, the former Whitewater prosecutor, represented the outside board of directors. There were scores of other private lawyers to go with MicroStrategy's own in-house lawyers. The free-wheeling cult of MicroStrategy had lawyered up.

Everyone seemed suspicious, choosing words carefully with old friends. Press releases were vetted, sometimes for days. If information was flowing at all, it was behind doors. Board meetings, several of which occurred in the days before and after March 20, became more heated. This was a change from prior meetings, which Saylor tended to dominate. Saylor was bluntly urged to bring in more experienced help.

There was concern that certain executives, particularly Lynch, were in way above their depth and experience, especially given the company's mounting financial troubles. Several members of MicroStrategy's board and legal team were pushing Saylor to fire Lynch immediately. But Saylor resisted, believing that the board just wanted to do something to make itself look tough.

There were practical reasons for Saylor to keep Lynch. One was that to hire a new chief financial officer and educate him about MicroStrategy's finances would take months, but MicroStrategy had just a few weeks.

By April 13, it was due to file with the SEC its "10-K" financial form, which would include extensive details about its restatement. If the company failed to file it, Nasdaq could "de-list" the company, or no longer include it on its exchange. Lynch, who told Saylor he would do whatever he wanted him to do -- including resign -- worked 80-hour weeks from mid-March to mid-May. He resumed smoking and lost 10 pounds.

In a board meeting that Spring, Saylor asked the board if they had "lost confidence" in his ability to lead the company, sources close to the board said. No, was their answer, but they had reservations, concerns that only mounted through the summer.

But ultimately, any move to remove Saylor would have been moot because the chief executive held more than 75 percent of the voting power on important company decisions. Board members were essentially advisers, powerless to make him do anything he didn't want to do. This contrasted with another "constituency" that Saylor feared could "torch the whole thing:" the SEC.

Staff researcher Richard Drezen contributed to this report.

Next: Facing the SEC

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To: Glenn Petersen who wrote (686)1/8/2002 8:45:27 PM
From: Glenn Petersen
   of 715
Part III from the Washington Post:

Once Defiant, MicroStrategy Chief Contritely Faces SEC

By Mark Leibovich
Washington Post Staff Writer
Tuesday, January 8, 2002; Page A01

Shortly after March 20, 2000, the worst day of Michael Saylor's life, one of his blue-chip Washington lawyers, Brendan Sullivan, promised him that everything was about to get worse.

This was just after MicroStrategy Inc., the company Saylor led, had been forced to issue a "restatement" of its recent financial records, effectively turning two years of profits into two years of losses; it was after the company's stock price fell from $226.75 to $86.75 a share in a single day of trading.

"This is going to be like getting on a raft at the top of the Grand Canyon," Saylor recalled Sullivan telling him. "You're going to go all the way to the bottom and you're going to hit rapids every step of the way. And you just gotta hold on."

Still, Saylor was defiant, even after MicroStrategy's shareholders lost a collective $11.1 billion in a single day. "Mother Teresa never quit during a down quarter," he told Reuters on March 20, "and what we're doing is just as important." He maintained that MicroStrategy's mistakes had been negligible. He told friends that his company had been the victim of "bean-counter sophistry" from its auditors, PricewaterhouseCoopers, and from the "jackals" in the press.

But there was something Saylor feared – the Securities and Exchange Commission. Its chairman, Arthur Levitt Jr., had placed a high priority on scrutinizing corporate accounting standards, especially for the fast-growing technology firms. To have an SEC investigation pending for months, or years, can kill a young firm, especially a cash guzzler such as MicroStrategy, which needed to raise money in the aftermath of its aborted $2 billion stock offering. The SEC, Saylor would say in his preferred "Star Trek" parlance, could "vaporize us."

On April 13, MicroStrategy announced that the commission had begun an investigation into its accounting practices. The same day MicroStrategy also disclosed that it had overstated revenue for the previous three years, not just two.

Nearly all SEC investigations end in a settlement. But just the idea of it ran counter to Saylor's natural impulse to fight. His attorneys warned that fighting was a bad idea if he wanted the keep control of his company; MicroStrategy's fate and that of its founder, they said, would depend largely on Saylor's ability to abide compromise and show contrition. Whether that was possible was not yet clear.

The SEC had a team of five lawyers and two accountants working on the MicroStrategy case. It was led by Gregory S. Bruch, a Stanford-trained investigator, who is described by a former colleague as an "aggressive do-gooder" determined to "teach lessons in the interests of public good."

Bruch (pronounced "Brew"), a former Eagle Scout from Independence, Mo., often expressed bemusement at the arrogance of the new-technology zillionaires of the period. During the MicroStrategy investigation, Bruch read many of Saylor's internal e-mails and was amazed at some of the things that seemed to preoccupy the entrepreneur: finding the right person, for example, to compile his speeches and ideas and write a history of the company.

Explanation Questioned

After the restatement, Saylor's explanations of MicroStrategy's accounting problems began to sound increasingly dubious to many of his own executives. In the first weeks after March 20, executives recall, Saylor had relied on a simple, two-pronged excuse: "Software accounting is complicated" and "The auditors were signing off." But many people within MicroStrategy were beginning to think the company was wrong, at least on the timing issue – the easy-to-discern notion that company officials had counted certain deals in quarters that they knew had ended when the deals were signed.

Saylor himself was on record as saying he knew the practice was wrong.

"There's a difference between 11:59 and 12:01, the last day of March," Saylor said in a Washington Post interview in June 1999. "One of them is you go to jail if the thing gets signed at 12:01 [and you record it the day before]. One of them is the stock is up $500 million and the other one is you've just torched the life and livelihood of a thousand families."

It had become apparent, largely through statements from some MicroStrategy customers in the press, that the company had made a practice of "turning the clock back" at the end of certain quarters. Or it was operating by a flawed clock. Either way, not everything could be blamed on PricewaterhouseCoopers.

While his attorneys, particularly Jonathan Klein, the company's general counsel, told Saylor to stop talking to the press, Mark Bisnow, the Washington political veteran who became Saylor's personal publicist, told Saylor that candid apologies would be his best strategy and the quickest route to rehabilitation.

Bisnow cited the example of Sen. John McCain (R-Ariz.), who was then challenging George W. Bush for the Republican presidential nomination. After McCain was tainted in the Keating Five scandal of the early 1990s, he transformed himself into what Bisnow called "the gold standard of integrity." McCain achieved this by repeatedly admitting his mistakes, Bisnow said.

"Everyone knows you're brilliant, but the one thing everyone comments on is your need for humility," Bisnow wrote in an e-mail to Saylor in April 2000. "A lot of people, especially in the high tech industry, know that accounting issues are complicated. . . . Now is the time to show that this is a time of great education for you, that you are prepared to emerge a new person from this experience."

Saylor enjoyed the McCain parallel, Bisnow said. But Bisnow became frustrated that Saylor ignored the part about admitting wrongdoing. Saylor himself said he never felt the comparison was fully "appropriate" to his own situation.

Saylor saw himself as an outsider snared by the Washington culture. "I come from a naive, sort of a lower-middle-class family," he said later. "I didn't understand the media. I didn't understand politics. If I were a Kennedy, I would get it." He told one associate that "Janet Reno would not rest" until she indicted him.

Before appearing at a shareholder meeting that June, Saylor became furious at a speech that had been prepared for him by MicroStrategy's vice president of marketing, Joe Payne. The speech had a penitent tone and included an apology to shareholders.

"I'm not saying this," Saylor said to Payne, shaking his head. "It makes it look like I did something wrong."

But Saylor read the speech verbatim, in a flat monotone like a hostage forced to speak on TV. Shares of MicroStrategy jumped $3.88 that day, closing at $42.44.

Running Out of Cash

Meanwhile, his company was running out of cash. Within a few weeks of MicroStrategy's restatement, the company fell out of compliance with the conditions of a credit line it held with Bank of America. This forced Saylor to personally guarantee the terms of the company's lending, an unusual move by a chief executive, and also a sign of Bank of America's unease with MicroStrategy's financial status. The previous fall, Saylor had liquidated $42 million of his stock assets – his only personal stock sale to that point. The sale provided a thin cushion for MicroStrategy, which needed $6 million just to meet its payroll every two weeks, according to a company source.

Saylor, despite his enormous stock holdings, was vulnerable to personal bankruptcy unless the company could raise money fast – and ongoing SEC investigations are no selling point.

In June, MicroStrategy sold about 4 percent of its outstanding shares and accepted a $125 million investment from a group led by Promethean Asset Management LLC of Chicago. But the Promethean investment hurt MicroStrategy in the long-term because of a provision that allowed Promethean to gain more shares if the company's stock price dropped after the purchase date – which it steadily did. In investment circles, such provisions have been called "death spirals" because a firm's stock price often falls after taking on such financing, and as the price drops, the company has to issue more stock. MicroStrategy was eventually forced to renegotiate the deal.

But in June 2000 the Promethean deal provided MicroStrategy with a temporary life jacket. Saylor, however, was increasingly scared for his job.

Bruch was convinced that MicroStrategy's top executives should be held responsible for the accounting problems that led to the restatement of results. "This was not a case of incompetence," Bruch said in an interview, referring to Saylor, MicroStrategy co-founder Sanju Bansal and Chief Financial Officer Mark Lynch. "These were not bumblers. They're smart guys. If there were errors made, you expect there to be a random distribution of errors. It wasn't." Rather, he said, there were consistent "errors" made in the company's favor.

Beltway securities lawyers tend to be an incestuous group, often moving freely between the SEC and private practice. A prime example is Harvey L. Pitt. Pitt represented Saylor before the SEC and is now its chairman. Ralph Ferrara, a securities law expert who represented the firm and had shared an office with Pitt at the SEC in the 1970s, also interviewed with the White House for the job, according to sources familiar with those discussions.

Unlike many dealings between competing legal interests, SEC and private lawyers are often cooperative. A company's legal team will conduct an investigation of the firm it is representing, then present its findings to the SEC. A lawyer's credibility with the SEC is vital, especially because the attorney could be working with the agency, or for the agency, again.

Between April and June of 2000, Bruch and Ferrara oversaw parallel investigations of the company. They scrutinized several years of MicroStrategy documents – filings, contract drafts, memos and, most compellingly, e-mails. The most incriminating were from Lynch, who would use terms like "scorching the earth," often in response to pressure from Saylor to achieve "maximum results," said an SEC source who had viewed the e-mails.

In June, Ferrara and his partner John Tuttle met with Bruch to discuss their mutual findings. In the following weeks, the parties held a series of discussions about settling the case. Ferrara argued – and Bruch became convinced – that barring Saylor and Bansal from the company would probably kill it and would only hurt shareholders more. Still, Bruch was prepared for a long fight, even though it was far from certain that he could win a case against the three executives if it went to trial. PricewaterhouseCoopers' role would be a "litigation risk," he said in an interview, meaning that a jury would be likely to view the accounting firm's advice as a mitigating factor in assessing MicroStrategy's guilt.

As he negotiated with Ferrara, Bruch asked variations on the same question: "How do I get comfortable leaving these guys in here?" A recurring point of contention involved a single word: "fraud."

SEC officials believed this was a case of fraud, while Ferrara argued against including the word in the SEC's complaint. Bruch used a favorite term whenever Ferrara threatened to refuse a settlement that included a fraud charge. "If you do that, then we'll unleash the hounds," Bruch would say, meaning that the SEC would expand the scope and tone of the investigation, and that could take years.

As it turned out, Ferrara was able to avoid a charge of fraud against the company – but not Saylor, Bansal and Lynch as individuals. This was an important point for Ferrara. If the company had been cited for fraud, it would have become even more difficult for MicroStrategy to raise money. The company also agreed to add an experienced outsider to the audit committee of its board of directors – something it had said it would do before, but never had.

But before he agreed to anything, Bruch needed Saylor, Bansal and Lynch to answer detailed questions about how the accounting fiasco happened. They needed to explain the fine print of some of their contracts, what they meant by certain colorfully worded e-mails. "I need to be convinced that these guys "get it," Bruch told Ferrara.

Saylor, Bansal and Lunch each had his own counsel, his own concerns and his own grievances: Bansal felt unfairly targeted, given that his main charge at the company was to bring in deals, not record and account for them. Lynch said he felt squeezed between Saylor's ambitious revenue demands and PricewaterhouseCoopers' willingness to approve the company's numbers.

Saylor complained in various private forums about Lynch, saying things like "My CFO didn't do his job," or that Lynch was "too aggressive." But he was also worried that Bansal and Lynch could quit, breaking up their circle and opening up the possibility of lawsuits between them that could further damage the company.

Bruch insisted that Saylor, Bansal and Lynch had to sign on to the final settlement together. Lynch was the most conflicted, but in the end all three agreed. The contours of a deal were set that would allow Saylor to keep control of his company, but with a big qualifier: He would have to explain to the SEC that he understood his company's mistakes and how they had happened.

On the night before his appearance before the SEC in November 2000, Saylor went home early, around 8 p.m. He called his mother. He tried to soothe himself, sat down at his piano and played Beethoven's Moonlight Sonata.

Questioned at SEC

The next day, Pitt told lawyer jokes as he and Saylor rode in a Lincoln Town Car to the SEC. Saylor kept taking deep breaths and worried about his ability to remain disciplined and contrite over several hours. In the commission's basement hearing room, Pitt sat on Saylor's left, Ferrara on his right.

Pitt, undeterred by a "No Eating" sign, spread out a smorgasbord of Diet Cokes, bottled water, fruit, sandwiches, chips and a five-pound tin of deluxe nuts, which he offered to everyone in the room.

Across from them were the seven SEC officials who had worked on his case. Bruch sat in the middle, flanked by Laura Josephs, a seasoned investigator, and Jay Balacek, a former Harlem beat cop. Josephs, sick with pneumonia, asked general questions to start, then drilled down to the fine points of contracts and internal e-mails. Her questions came in a methodical flurry, interrupted by a hacking cough.

The interview began at 9:30 a.m. and ended at 6:30 p.m. with a 45-minute break for lunch. Sources on both sides said Saylor was deferential and earnest, admitting he had not put the "financial infrastructure" in place to manage a company growing as fast as MicroStrategy. One person in the room described him that day as "almost elfin."

Saylor recapped the story of MicroStrategy, how he always wanted it to be a force for a better civilization and how he was sorry for all the pain he had caused his shareholders. Again and again he apologized, saying that as CEO, he bore responsibility for everything that happened. He asked to be allowed to learn from his mistakes.

As he finished speaking, Saylor's voice cracked and his eyes welled with tears.

Saylor Keeps Job

It could have been an act – SEC officials were fully open to that possibility. Saylor seemed so well-prepped by his lawyers, "like a guy who needed to be trained in how to talk to people as equals," said an SEC source who was in the room. But Saylor had demonstrated the requisite contrition. He gave good answers on small points, didn't stonewall or argue. He could keep his job.

Still, the SEC's findings, issued in mid-December, provided a detailed account of how Saylor, Bansal and Lynch were complicit in manipulating MicroStrategy's financial reports. "Each knew, or was reckless in not knowing, that MicroStrategy's financial statements were materially misleading." At the end of each quarter, the SEC said, "Saylor, Bansal and Lynch discussed, within a range, the financial results they would like to report in the just-ended quarter and whether to forestall recognizing some revenue.

"To maintain maximum flexibility to achieve the desired quarterly financial results, MicroStrategy held, until after the close of the quarter, contracts that had been signed by customers but had not yet been signed by Saylor, Bansal and Lynch. Only after Saylor, Bansal and Lynch discussed the desired financial results were the unsigned contracts apportioned, between the just-ended quarter and the then-current quarter, and signed by either Bansal and Lynch and given an 'effective date.' In some instances, Bansal and Lynch signed contracts without affixing a date, allowing the company further flexibility to assign a date at a later time."

In other instances, the SEC said, Saylor, Bansal and Lynch knowingly booked revenue from deals before the contracts were signed.

Saylor, Bansal and Lynch agreed to pay fines of $350,000 to settle the SEC's charges of civil accounting fraud – the largest fines that the SEC had ever levied in a case that did not involve insider trading.

The executives also agreed to "disgorge" a combined $10 million of what the SEC labeled "ill-gotten gains" on stock sales – $8.3 million by Saylor, $1.6 million by Bansal and $138,000 by Lynch. Lynch, who had already resigned as chief financial officer to become vice president of business affairs, was barred from practicing accounting before the SEC for at least three years.

In agreeing to pay the fines, Saylor, Bansal and Lynch did not admit or deny wrongdoing. Saylor, Lynch and Bansal all declined comment on their SEC settlement.

On the day the settlement was announced, MicroStrategy's stock closed at $15.38.

Next: Aftermath.

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To: Glenn Petersen who wrote (685)1/9/2002 1:52:40 PM
From: Howard C.
   of 715
How ironic. The Post was probably guiltier than most in idolizing Saylor, giving him first page coverage many times. Never a probing question. Buy hey, now we have Enron, same story. On the other hand, there is just a slight chance that in their slimmed down version, Microstrategy just might survive as an ongoing company, IMO.

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To: Howard C. who wrote (688)1/9/2002 6:50:45 PM
From: Glenn Petersen
   of 715
Nobody was asking the hard questions. Part IV from the Washington Post:

'Maybe an Older, Wiser Visionary'
Chastened Wonder Boy Back to Business Roots

By Mark Leibovich
Washington Post Staff Writer
Wednesday, January 9, 2002; Page A01

Last of four articles

In the summer of 2000, Michael Saylor began coming to work late and leaving early. He spent most weekends in the Hamptons. This is not unusual for CEOs in summer, but it was uncharacteristic of Saylor, who rarely went a full weekend without seeing his office at MicroStrategy Inc. and had not taken a vacation since a 1997 trip to London with his mother.

Saylor seemed depressed and withdrawn around the office, repeating platitudes -- "We're working hard, we've got a great team" -- to people he had known for years. He was "totally checked out," one executive said, although given Saylor's fixation with MicroStrategy's "personal intelligence network,", they had become accustomed to operating without Saylor's engagement in the company's main business, data-mining software.

While Saylor seemed increasingly isolated at work, friends said, he didn't like being alone. He always took a small entourage with him when he went to Long Island, filling a time-share Hawker jet with new friends such as venture capitalist Mark Ein, real estate developer John Mason and the occasional MicroStrategy pal like Paul Williams.

Despite MicroStrategy's travails, the summer of 2000 was part of Saylor's ongoing introduction to the moneyed culture. Williams remembers one of the first weekends they spent in the Hamptons. They were visiting friends, walking up a stone driveway to a huge house while a huge American flag waved in a sea breeze over parked Porsches and Mercedes-Benzes. "How did we get here?" Saylor said to Williams. "Do we really belong here?"

As the summer wore on, Saylor became more comfortable in that setting, but something changed. He began to drink, according to friends, who had always known him as a teetotaler. Alcohol had carried a strong stigma in the Saylor home when he was growing up. His maternal grandfather was an alcoholic.

Saylor said that his drinking should be viewed in the context of his broader personal evolution. "By the summer of 2000, I began taking a more normal view of what a social life should be," he said.

But what was striking to those who knew him was how drinking exaggerated his already outsized personality. Friends said he could be a sloppy, space-taking drunk who nuzzled up too close to people, putting his arm around them whether he knew them well or not.

After attending a party at the home of rapper Sean "Puffy" Combs, in which all the guests were required to wear white, he threw a bash at his home celebrating his own favorite color -- "the black party." He frequented Cities in Adams Morgan and Cafe Milano in Georgetown. At least two MicroStrategy officials received calls from people who were concerned that they had seen Saylor drunk in public, or at least carrying on loudly, and they were worried about how it might look, given the company's very public struggles.

Back in the late 1990s, Saylor would tell his new employees that if they were up to his mission, they could "bend reality through sheer force of will." But as the Nasdaq continued its crash through the end of 2000, and the U.S. economy followed in 2001, reality had become harshly formidable. Longtime employees were leaving MicroStrategy; morale was tumbling, and so was the stock. By the beginning of 2001, shares of MicroStrategy had sunk into single digits. That April, MicroStrategy said it was scaling back plans for, the subsidiary that Saylor had once considered the cornerstone of its effort to deliver "information everywhere."

Unlike many Internet highfliers, MicroStrategy had an established business to fall back on when the bubble popped: The company refocused on data-mining software, tools that cull information from databases so businesses can analyze customer habits and trends.

"I sell carburetors" is how Saylor now describes his work, underscoring the utilitarian dullness of his core product. "If you ask me about my life, I'm going to say this week I worked on Carburetor Version 3. Next year, I'll say carburetor Version 4. It's all about carburetors."

MicroStrategy's annual shareholder meeting last July seemed about three eras removed from the momentous gatherings Saylor hosted the year before, such as the massive Super Bowl party MicroStrategy held at FedEx Field. About 60 shareholders showed up at the Dulles Marriott, slumped on green felt-covered seats in Salons B and C, just off the lobby, next to a training session for employees of Gates Rubber Co. in Salon D.

"We went into the jungle, and the jungle was a pretty ugly place," Saylor told the shareholders. He took questions -- four questions that took 40 minutes to answer. When he finished and thanked everyone for coming and for their continued support, there was no applause.

A 'Wake-Up Call'

Saylor's relations with his board of directors had been deteriorating for several months, culminating last summer, when MicroStrategy's shares dipped below $4. In one-on-one and group meetings with Saylor, the board -- which included well-known local business figures such as WorldCom Inc. Vice Chairman John Sidgmore and entrepreneur Jonathan Ledecky -- had criticized Saylor for, among other things, clinging to until it had burned too much money, for refusing to cut staff and for his apparent disengagement from the company.

The July 14 shareholder meeting was a pivotal day. Several people who attended that meeting -- including members of the board -- found Saylor's performance to be lackluster, unfocused and uninspired. He was a very different CEO from the wonder boy who had dazzled so many roomfuls on his way up.

In a heated meeting that followed, the board confronted Saylor about his slipping performance. He was defensive, according to a source close to the board, but he took a clear message from the discussion: The board wanted him to step down as chief executive. He could stay on as chairman, but MicroStrategy needed someone new to lead it day-to-day. Several seasoned candidates were interviewed.

But Saylor refused to relinquish his CEO job to any of them, and there was nothing the board could do about it. Saylor had designed MicroStrategy's ownership structure so that he held complete control of all company decisions. Not only did he own a large majority of the company's shares, but he also insisted that there be two "tiers" of shareholders: Class B shareholders (himself and a small group of company insiders, who received 10 votes on important company decisions for every one share owned) and Class A shareholders (everyone else, who received one vote per share).

The board could have voted to fire Saylor anyway. And Saylor could have then fired his board and brought in a new group. That was viewed as an endgame scenario by everyone, given the signal it would have sent to Wall Street -- at least the part of Wall Street that still paid attention to MicroStrategy. Firing Saylor was never put to a formal vote. One member described the dispute with Saylor and his board as a "Mexican standoff."

In retrospect, Saylor said, the board drama was a "wake-up call" for him to abandon his grandest ambitions. No longer would it be his mission to spread information everywhere. He would take his job more seriously, he said, and "abandon blind hope as a strategy."

Today has been shut down. In systematic layoffs, MicroStrategy's staff has shrunk to 850 (down from a high of 2,400). Saylor has abandoned his plans to write a book, and he has removed the articles about himself that he had framed from his basement wall. They are now stored in his garage, replaced by van Gogh prints. His office, which once included a sculpture of Rodin's "Thinker," is now completely unfurnished except for a pillow embroidered with the words "You never know how many friends you have until you own a home in the Hamptons."

Saylor remains what he calls "household" -- as in a household name -- but largely on the strength of his No. 1 ranking in Fortune magazine's "Billionaire Losers Club" (lost: $13.53 billion) and his once-grandiose plans.

"For the last 18 months, I've had to deal with everyone in town wanting to know how my mansion is going," he said one day last summer over dinner at the Capital Grille in Tysons Corner, downstairs from MicroStrategy's new, smaller offices. His voice was rising, and people at adjoining tables were peering back at him.

"There's no house," said Saylor, who instead of the grand house he once planned lives in a large brick Colonial in McLean. "I've been ridiculed in the press for expressing the hope of building a house one day. Like, how much more ridiculous could it get to be ridiculed not for something you've done, but for something you've whimsically spoke about doing?"

Saylor is still extremely rich. His holdings in MicroStrategy are worth close to $200 million. He liquidated about $10 million last year to diversify his financial holdings and, in the long term, realize his plan for an online university.

He has become used to a certain lifestyle, stepping out of his big limousine at the Legg Mason tennis tournament, riding it around Adams Morgan and Georgetown, inviting people into the back seat to see a Santana concert on his DVD player. He jetted weekly to the Hamptons again last summer, this time staying in a large home he rented in Bridgehampton. He threw a "red party" at Cities to celebrate his 36th birthday. He wore black leather pants and a new red sweater that Brian, his butler, bought specially for the occasion. (Brian the butler has since been replaced by Herman the butler.)

Looking back on his "ordeal," Saylor is sometimes wistful. Since March 20, 2000, Saylor said, he has grown more humble and less judgmental and more sympathetic to humanity. On other days, he is sarcastic and bitter. "No one should articulate any grand notion," he said, shaking his head. "And I refuse to apologize for that. Do I regret that I got bludgeoned? Yes. Do I regret that I got bludgeoned because I made the mistake of being passionate and idealistic? Yes. That was my sin. I was youthful and naive."

Saylor often uses metaphor to describe his experience and its meanings. He was an innocent boy swimming in the ocean, he said, when a magical tidal wave came, a tidal wave of funding, fame and techno-mania to go with swells of adulation to reinforce everything his mother used to tell him: that he was put on earth to "do great and enormous things."

"The little kid's on a surfboard, and the tidal wave lifts him 300 feet in the air, right? What do you think that child would do? That child would try his best to stand up on his board."

But instead he crashes violently into the rocks.

"And he deserves something better than for some journalist after the fact to say, 'Ha, ha, ha, he thought he could ride a 300-foot wave. Now, look what it got him. . . . Let that be a lesson to other presumptuous little kids who would dare to stand up on that wave in the future.' "

But all the little kid wanted to do was surf, Saylor said with a pleading insistence. "It's like a gleeful satisfaction people take in order to ridicule idealists who actually wanted to do something decent."

He turns to music metaphors, craftsman metaphors. He compares himself to the homecoming queen who tries out for the cheerleading squad but trips and falls and finds that suddenly everybody hates her. He spins metaphors of extreme violence -- rape metaphors, a knifing metaphor. When he is reminded in a later interview that such graphic comparisons could be distasteful to some, he said, for the record, that it is not his intention to offend anyone.

He said he hopes these articles will reflect MicroStrategy's "going-forward attitude" -- how the company has become more focused, how its software wins technology "bake-offs" against its competitors. The latest versions of MicroStrategy's software, he said, are the carburetors, actually the engines, that allow Safeway to track a package of, say, Chips Ahoy cookies as it passes through a checkout scanner in the District and alert inventory managers in a warehouse of a potential "out-of-stock situation" well before the store runs out of cookies.

Friends say Saylor is fully reengaged at work. His board seems to agree, and the calls for him to leave as CEO have subsided. He has returned to his business roots, one executive said, and the burden of being an "industrialist" has been lifted. "I'm still a visionary," Saylor said. "I'm a bit more mature, maybe an older, wiser visionary. And I realize today that if your vision is your vision, that and a quarter gets you a cup of coffee. But if you can make your vision your customer's vision, then you have a business."

Still, Saylor hardly seemed reconciled, often speaking of how things could have turned out differently.

What would have happened, for example, if John Dirks, the PricewaterhouseCoopers official who recommended that MicroStrategy "restate" its financial records in March 2000, had taken a vacation instead?

He went from being a first-class citizen in Washington to a fourth-class citizen, Saylor said, and now he has scratched his way up to being a second-class citizen. He illustrates his boomeranging fortunes with numbers: He was invited to the White House 10 times in 1999 and early 2000, he said, but not once in 2001.

Even his most avid critics say that Saylor was, in part, a product of his times. Saylor's sins were more in the realm of breaking rules he believed he could, said Greg Bruch, the SEC lawyer who led the investigation of MicroStrategy in 2000.

"As a society, we needed to build Mike up," said Manish Acharya, an early MicroStrategy employee who left the firm in early 1999. "What does it take not to be intoxicated? If everyone was given the kind of press he got, the kind of Wall Street value, how would they react? Would Mike fall into the top of the spectrum, or bottom? Or maybe he was average?"

'Collecting Experience'

While Saylor has made new friends in the past two years, he has also lost a lot of friends -- many of whom once made up his adult fraternity at MicroStrategy. Several of those he still considers friends are quick to speak critically of him, usually not for attribution. Some have gotten married and had children and have moved on to new chapters, enriched, in many cases, by the millions of dollars they made at MicroStrategy in better days. They are a close-knit group who have kept in touch, have hired one another for companies they've joined or started and are mostly grateful for the exhilarating times they spent at MicroStrategy. Nearly all of them say that Saylor is brilliant and they would never count him out.

But many of them left MicroStrategy feeling worn down by Saylor, tired of his abuse and angered by the restatement crisis. They also evince a sense of sadness when they speak about Saylor. "A lot of people who worked at MicroStrategy alternate between seeing Mike as this incorrigible ball of hubris and also feeling sorry for him as a human being," said Mark Bisnow, Saylor's personal publicist.

One longtime MicroStrategy executive compared Saylor to an addict. In a period of addiction, he said, a person's emotional and social development gets stunted. "Over 12 years, Michael became addicted to power and control," the former executive said. It made it impossible for him to grow into a normal adulthood.

Another former executive recalls seeing Saylor, along with dozens of present and former employees, at the wedding of longtime MicroStrategist Sid Banerjee last summer. Saylor was in a gregarious mood and kept mentioning that he had a bottle of tequila out in his limo. As if he was in tycoon high school, the former executive said, "like it was just so cool to have this bottle of tequila in his limo."

A few friends, business associates and at least one board member have expressed concern to Saylor about his increased drinking. But in an interview last week, Saylor said he has no problem with alcohol. He drinks only on weekends, he said, and it has had no effect on his work. He said he has never drunk in front of his parents.

The restatement crisis showed him how quickly money could vanish, he said. He has become more "epicurean" in recent months. He has begun to define security in terms of "collecting experience," not collecting money. Now, he goes out and he meets friends at clubs. He has come to see that business is no longer the life-and-death matter that he once believed it was, even just a few months ago.

Saylor said he has also become more "spiritual and philosophically complex," more pragmatic and existential. "In the Air Force, they get promoted by taking a test, showing discipline. In my world, business, it's like politics, and who you know and what you said and quantum weirdness and random stuff."

Saylor said he agreed to be interviewed for these articles only because they were going to be written regardless of his participation. He is trying hard, he said, to be boring. "When you're seeking to build a business and no one knows who you are," he said, "the key is to be interesting, say interesting things in order to get attention." He's trying to only say "extremely uninteresting things."

One afternoon in early September, Saylor was sitting in a conference room at his office and trying to achieve his goal. He kept invoking carburetors, saying that the only people he wants to talk to are "technologists who are building analytical applications" he said. "Tools for techies," he repeated several times.

Then he began talking about the nature of public life and the elaborate web that is spun between the idealists and the cynics and how it creates a brutal system of checks and balances that can result in "human carnage."

"Your 2:45 is here," his assistant, Glenda Thomas, interrupted, poking her head in.

"Five minutes," Saylor said before going on for 20 more, describing his ideas on the economic and cultural "ecosystem" he inhabits, and why he admires Oracle Corp. founder Larry Ellison for rebounding after a dreadful accounting restatement by Oracle in the early 1990s.

Thomas, who would soon be leaving for a new job at AOL, poked her head in again.

Saylor led the reporter out, spinning more opinions on "the system," and then followed the reporter to the elevator bank, talking for 10 more minutes. The 2:45 stood in the lobby a few feet away, having now waited 35 minutes. He is, in Saylor's words, "the CFO of one of our VARs," meaning the chief financial officer of one of MicroStrategy's "value-added resellers." A carburetor guy, checking his watch.

As the elevator opened, Saylor followed the reporter halfway in and declared that he had learned many lessons about life, leadership and humanity over the past two years. "They can all be valuable," he said by way of goodbye. "I'll be better prepared for my next life, whether it's in politics or whatever."

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To: Glenn Petersen who wrote (689)7/14/2002 11:00:38 PM
From: Toby Zidle
   of 715
A fascinating series of articles on Michael Saylor, Glenn. Thanks for posting them. I'm somewhat surprised they have drawn so little comment from SI posters. I suppose that can be interpreted that the posters on this thread when it was more active are all long gone and no one on SI cares about the company any more. Given the stock's performance, why would anyone still be interested? Are new longs buying MSTR because they perceive value in its current price, or because they can get a 100% gain in so little price movement compared to where the stock was just months ago?

Part IV cites Saylor's financial situation: "Saylor is still extremely rich. His holdings in MicroStrategy are worth close to $200 million." That was on January 9th. In the bit over six months since then, MSTR stock has fallen another 87.7%. Saylor's holdings are worth only $25 million now (assuming he hasn't partially liquidated again before now).

It would be interesting to see a follow-up story. It's hard to feel sorry for a former billionaire. However, there is really a personal tragedy in this. Saylor's stock has fallen from $300+ to 48 cents per share. This is every bit a loss comparable to what Enron employees suffered. OK, they don't have $25 million to live on, but they were never powerful billionaires either.

Anyway, the articles are a great story. Maybe someone will do a follow-up. I bet there's a TV series there somewhere, like "Barbarians at the Gate". I'd watch it.

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To: Toby Zidle who wrote (690)9/4/2002 11:13:11 PM
From: lilbully
   of 715
Why is this stock going up?
Its not because of a deal with a Turkish retailer. What is the deal with the P/E? Is it really making $4.00 a share?
Anyway... I heard a story on NPR today about the FBI and CIA dropping the 9/11 ball because of their archaic computer systems. Basically, the government search engines are pitiful. They really have no good way to access the information they have in the data base without getting 50,000 useless results from a search like "Flightschools"
Someone was quoted as saying its like trying to drink from a firehose.
Isn't that what this company does? Data mining? Just a thought. I'll look at the NPR page and see if I can find the story.

I thought it was interesting that the price rose yesterday while the market crapped all over itself.

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To: lilbully who wrote (691)9/4/2002 11:25:59 PM
From: lilbully
   of 715
This is part of it...
Days before the Sept. 11 attack, an FBI field agent in Phoenix sent a memo to FBI headquarters relaying concern over Middle Eastern men training to fly jets at aviation schools. But the information was never formally evaluated. Earlier this summer, Minneapolis FBI field agent Coleen Rowley testified before a congressional committee about how hard it is to process information at the agency. Her office had also drafted a memo about a Middle Eastern man -- Zacarias Moussaoui -- who had enrolled in a flight school before Sept. 11, but the memos were never linked.

The agency's records are so voluminous, Rowley said, that they're nearly useless. Intelligence analysts sometimes call it drinking from a fire hose.

Analysts working the Pentagon war room are equally flooded with information. Sometimes they get one message a second, says U.S. Rep. Mark Kirk (R-IL), a former Naval intelligence officer.

"An analyst from South America would get 1,400 messages a day," Kirk tells Joyce. "There are huge vacuum cleaners in the sky sucking in information for the foreign intelligence agents, but sometimes we get so far behind in collecting information that we find it too late, as we did with Sept. 11."

The billions of dollars spent on homeland defense will inundate intelligence analysts with information: photos from satellites, intercepted e-mails, banking records. Someone -- or something -- has to separate the information from the noise. There's a growing industry to figure out the best solutions.

The government has created an Information Awareness Office at its Defense Advanced Research Projects Agency (DARPA) to do just that. And researchers with the National Science Foundation are working with the CIA on systems that dig through mountains of information, looking for patterns.

But there is a danger to improving information gathering and analysis. Better technology will give the government more information -- about everybody. At the moment, laws such as the Federal Privacy Act limit how much personal information federal agencies can share with each other. But Ben Shneiderman, a computer scientist at the University of Maryland, warns that may change.

"The mood is somewhat shifted, and the feeling is, well, if one state agency collects certain data they should share it with another agency," Shneiderman tells Joyce. "In fact, the criticism of the FBI and the CIA was for not sharing."

The imminent danger is that the government's disorganized database system could actually get much better, according to many computer experts. Scientists are ready to fix the database, and money is on the way. What those experts worry about is whether the technology will outrun the public's ability to control it.

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To: lilbully who wrote (691)9/5/2002 2:56:20 AM
From: Toby Zidle
   of 715
I don't know why MSTR has been improving. I no longer follow the stock. SI doesn't even link a chart to this thread any more. (Perhaps that's because of the reverse split.)

Prompted by your question, I checked out the chart on Amazingly, MSTR may be about to form a cup-with-handle pattern.

You posted a very interesting article in msg #692. Yes, the federal government has always been at the toe of the learning curve when it comes to computer systems and system integration.

You can be talking about the CIA/FBI, the INS, Air Traffic Control, or the Postal Service. About the only branches that seem 'competent' are the military, NASA, and (oddly enough) the Weather Bureau (NOAA).

Perhaps this is because computer geniuses would prefer to work for a glamor Silicon Valley company rather than in a government bureaucracy. Or perhaps it's the fact that government bidding requirements place such onerous workforce conditions on bidders that the technology leaders just won't bid. The result is that contracts go to small companies that have neither the staffing nor the overall experience to come up with a truly first-rate computer system. Such stuff happens when the rules and regs are more important than the outcome of the project.

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To: lilbully who wrote (692)9/5/2002 10:33:19 AM
From: Howard C.
   of 715
That's just a sorry excuse. The information was there, clear as day. A government worker did not want to "rock the boat" and jeapordize his pay level. Then he tried to cover up his mistake. Then the lawyers would not let the CIA and FBI exchange information and look at the suspect's computer. The Axis of Evil includes Ourselves. Evil and Incompetence ride hand in hand. Just look at the results.

Anyway, MSTR is my only stock that is up today. Who knew?

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To: Toby Zidle who wrote (693)9/5/2002 10:49:22 AM
From: Howard C.
   of 715
Thanks for the compliment, I happen to work (contractor) for one of those three agencies that you mentioned in a positive way.

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