RESTRUCTURING REALLY WORKS Cutbacks, spinoffs, and buyouts bring pain -- but the gains are worth it. Says a veteran: ''It's like going into a pet shop and opening the bird cages and letting out the birds.''
By Myron Magnet REPORTER ASSOCIATE Alan Farnham

(FORTUNE Magazine) – Jerks, investment bankers and raiders call them, before descending to profanity. Clowns. They're talking about the managers of some of America's biggest corporations, and the talk more often than not these days vibrates with contempt, even enmity. These are the guys who made American industry uncompetitive, runs the charge. Now we investment bankers and raiders are restructuring it to put their mess right, and wouldn't you know they'd bray angrily every stubborn step of the way? Sleazeballs, managers retort. How dare these sharks pose as saviors? While they snatch robber-baron-size fortunes, their vaunted restructuring produces nothing but fired workers, abandoned communities, stifled research and investment, and companies crippled with debt. What they call putting the mess right is only paper shuffling, giving shareholders a quick thrill while maiming companies and making the U.S. economy less competitive in the long run. In this inflamed debate, who's right? Putting aside the scandals that have tainted some of the dealmakers, is the vast, continuing restructuring of corporate America -- the takeovers, the spinoffs, the buyouts, the wholesale cutting of staff and costs -- helping or hurting? So far, the evidence overwhelmingly shows restructuring to be a powerful force for economic improvement, despite its painful and regrettable human cost. Indeed, chief executives themselves have been awakening to its benefits; more and more C.E.O.s are climbing onto the restructuring bandwagon, dragging their companies along with them. ! The most graphic proof of the success of restructuring lies in individual case histories like those that follow. But also persuasive is the broader- gauge evidence. John D. Paulus, Morgan Stanley's chief economist, finds, for example, that those industries and services that have had a disproportionate share of mergers, acquisitions, and leveraged buyouts -- and so presumably a higher-than-average share of restructuring of all kinds -- have seen a correspondingly disproportionate jump in productivity. Take manufacturing and mining: While it represents only a quarter of U.S. industrial output, this sector has accounted for an outsize 50% to 65% of M&A activity since 1980. In the same period it also posted annual productivity gains of 3.3%, three times the piddling 1.1% gains achieved by the nonfarm economy as a whole. Individual industries show the same pattern, with heavily restructured steelmaking and railroad equipment manufacture enjoying dramatic productivity surges. NONE of the restructuring turmoil would be necessary if the world hadn't changed momentously, requiring U.S. business to change with it. It isn't possible to go on as if Ike were still in the White House in the high noon of the American Century, however much protectionists long for a tariff wall that, they think, could restore that vanished era. In those days, with foreign competitors still struggling to rebuild after World War II's devastation, American industry's global hegemony and seemingly insatiable domestic demand led U.S. companies to a triumphant success that seemed to confirm corporate management's wisdom. ''It was around this time,'' says American Can Co. Chairman William S. Woodside, ''that top management kind of went to sleep at the switch.'' In that slumber grew the problems that restructuring is now helping to set right: costly, enterprise-stifling bureaucracy and a system of promotions that needed ceaseless expansion to provide ambitious executives with something to run. Add a stock market that rewarded earnings growth above all, and you got a lumbering herd of companies growing bigger and bigger, slower and slower. While prevailing theory held bigness to be a magical virtue that could make the whole greater than the sum of its parts, practice proved that in most cases more was less. A professional manager, it turned out, could not manage just anything, despite yet another now-discredited orthodoxy. Originally sound acquisitions languished under big-corporation control, burdened by administrative costs, stifled by wrongheaded policies, sometimes even pillaged of their cash by centurions from the Capitol. Big-company structure bred two big problems, one financial, one competitive. From a financial point of view, badly performing subsidiaries didn't help the conglomerate's stock market valuation, since they produced negligible earnings to figure into the corporation's price-earnings multiple. Worse -- and this is a problem of the Seventies and Eighties in particular -- some acquisitions with good, solid earnings ended up impairing the value of many parent companies even while providing per-share earnings growth. The reason: Corporations had begun to pay too much for acquisitions, as an increasingly efficient market for companies, directed by investment bankers looking for the last dime in each deal, drove up prices. Says Harvard Business School Professor Michael Porter: ''It used to be that you could go buy private companies on a handshake, by romancing the old owner. Now there are bidding contests.'' This efficiency drained the portfolio management theory of structuring a conglomerate -- assemble a collection of businesses in different industries and states of maturity so as to diversify risk -- of most of what truth it ever contained. Magnifying the high prices was the zooming cost of capital in the inflation- ravaged Seventies, particularly equity capital, which firms perversely preferred to less expensive (because it is tax-saving) debt. The returns companies earned on their acquisitions began to fall short of what the capital tied up in those acquisitions cost. Equity that had cost companies 9% and earned 11% at the start of the Seventies cost 17% and earned only 13% or 14% by the decade's end. As a result, managers found that acquisitions made the company's overall value, expressed as the discounted present value of their future cash flows, actually decline. They had discovered an alchemy for converting $2 of investment into $1 of value. Investment for growth in the low-return businesses already in their portfolio often met the same sad results. Trouble was, managers measuring progress by earnings per share growth rather than by the value of the business couldn't see this. Evaluating hosts of client companies, business unit by business unit, Peter W. Kontes of Marakon Associates, a management consulting firm, regularly finds that 80% to 90% of a company's value comes, amazingly, from 20% of its investment. - By themselves, the financial problems of U.S. industry in the Eighties might seem tolerable enough to solve gradually rather than at once. Companies aren't mere accumulations of capital, the argument would go, but instead are social organisms whose cultures are crucial to economic success; a gentler change might serve them better than restructuring's violent shocks. And were it simply a financial problem, arguments about the social costs of restructuring -- the communities devastated by plant or headquarters closings, the broken commitments to employees -- would be tough to counter, though it does seem strange to hear an almost 19th-century conservative nostalgia for the paternalistic company mixed up with this argument as voiced by leftish 20th- century critics of what they call paper capitalism.

Even if U.S. industry's financial problems could await more gradual solutions, its competitive problems can't, since they threaten the long-term prosperity of the whole community. Today, foreign competitors really can compete, creating glut in market after market. The U.S. share of the world's total output dropped from 42% in 1962 to 25% in 1980. Those much-lauded corporate cultures, those peaceful communities flourishing under the paternalist mill's beneficent smokestacks -- alas, they are dysfunctional. They are not cutting the mustard in international trade, and their accompanying conviction of moral rightness is not enough to sustain them in the face of new realities. Who should have launched companies on the necessary restructuring? The view is widespread among academics that corporate boards, acting as powerful overseers of management on the German or Japanese model, should have shouldered the burden. But most directors haven't touched the issue. And shareholder democracy with its proxies and speeches at annual meetings has almost no success to show as a means for getting companies restructured. BY DEFAULT, it fell to corporate raiders like T. Boone Pickens Jr. or Sir James Goldsmith to set a solution in motion. Take the case of the oil companies, awash in cash in the Seventies and early Eighties thanks to OPEC's hijacking of the world economy. ''They had more money than investment opportunities,'' Pickens says. Rather than return cash to shareholders to reinvest themselves in promising businesses that would enhance the nation's competitiveness, managements allowed their own expansionist imperatives to squander it on unproductive acquisitions and on wells so expensive to drill / that oil at the highest foreseeable price wouldn't justify the cost. So Pickens bought a stake in Gulf and pressed management to restructure. Once the dust had cleared and Chevron ended up with Gulf, Pickens found his objectives realized. Gulf shareholders were rewarded with $13.3 billion, and Chevron's need to pay for the deal prevented it from pouring its cash into unproductive holes in the ground. Unocal and Phillips Petroleum later succeeded in fighting Pickens off only at the price of adopting much of his economically efficient program. Returning $8.7 billion to shareholders, they gave up their grandiose expansion ambitions in order to pay down the huge debt they took on to give shareholders a deal sweet enough to thwart Pickens. Other oil companies ultimately took Pickens's point and restructured more or less under their own steam. The case of Standard Oil -- formerly Sohio -- is dramatic and representative enough to stand for all of them. Puttering along as a regional refiner and marketer, Standard hit it big with the Prudhoe Bay field, a vast undertaking whose astonishing success, coming just when oil surged from $12 to $30 a barrel, flooded the company with cash. Management bought copper producer Kennecott; it bought coal -- all for what now seems a ludicrously inflated total of $2.5 billion. After all, the brass had learned from the Club of Rome -- subsequently proved grotesquely wrong -- about the value of fast-depleting natural resources. ''They tried to become an oil exploration company by literally throwing money at it,'' says Morgan Stanley oil analyst Barry Good. Most of it, unfortunately, they threw into the Mukluk field in northern Alaska -- in Good's words, ''the world's most spectacularly expensive dry hole.'' A new management at British Petroleum, owner of 55% of Standard, took one horrified look, wrote off Kennecott, sold other diversifications, ran the coal business to extract cash, and positioned Standard so that it probably will end up much the same refining and marketing company it was before Prudhoe Bay. ''Shirt sleeves to shirt sleeves in about 15 years,'' says Good, ''which is better than squandering the money on things that there's zero return to.'' NO FORM of restructuring is more suspect than bust-up takeovers, which work on the principle that a conglomerate whole is worth less than the sum of its parts. You can buy the company in the stock market for less than you can get selling off its separate businesses piecemeal. That's because losing businesses, worse than valueless in a conglomerate because they lower per- share earnings and therefore the company's stock price, have positive value to anyone who can restore them to the profitability they often enjoyed before conglomeration messed them up. ''Bust-ups?'' restructuring's critics say. ''Oh, no! The whole company gets blown to smithereens, as if by dynamite. What crazy, wasteful destruction!'' Not at all, it turns out. Take a look at the deals of bust-up virtuoso Sir James Goldsmith, the Anglo-French financier, as he grandly likes to style himself. Though he made news most recently for his unsuccessful pass at Goodyear, the real story may be his earlier success in taking over and breaking apart two giant forest products companies, Diamond International, which he got control of in 1982, and Crown Zellerbach, acquired in 1985. His very handsome profits don't equal Boone Pickens's princely takings -- whose could? -- but despite their initial appearance of piracy and pillage, his deals benefited rather than hurt the economy. As its traditional match business dimmed during the Sixties, Diamond International's management went on a decade-long acquisition binge. ''There was no economy of scale in owning a papier-mache egg carton plant and a retail lumber chain,'' notes Frederick Iseman, a journalist preparing a book under Goldsmith's sponsorship on these deals. ''Both use trees -- but not the same trees.'' Goldsmith, who started buying shares in 1978, angrily watched as Diamond made a further unhelpful acquisition and frittered away $400 million in unproductive capital improvements while its earnings fell by half. By 1982 he bought the rest of the company and began taking it apart. That's like unpacking a trunk, not bulldozing a landmark. Yes, the corporate headquarters got shut down, with attendant managerial misery, not to be minimized. But the component companies not only survived but flourished without conglomerate oversight. ''When you take over a company, you're viewed with a great deal of suspicion,'' says Roland Franklin, Goldsmith's U.S. chief of staff, ''but when you get out to the plants in the field, you're hailed as a hero. It's like going to a pet shop and opening the bird cages and letting out the birds. People -- managers, workers, everybody -- have waited to be released.'' EACH UNIT'S success story has a different, sometimes unexpected twist, for the competitive secret always lies in the grittiest concrete details. United $ States Playing Card Co., says Ronald C. Rule, its chief, had been ''the classic case of a cash cow,'' with Diamond milking it and reinvesting nothing for a dozen years. Restructuring, as often happens, meant the beginning rather than the end of investment. After being sold to its management in 1983, the cardmaker invested to automate its production line and to acquire major European and American competitors. It also expanded employment. Rule says that because the unions knew that Diamond, shy of labor disputes, wouldn't take a strike, his outfit had wage rates a third higher than its closest competitor. Now -- as also happened in the steel and airline restructurings, among others -- Rule has transformed his company's labor situation. He moved labor- intensive operations to Reno, cutting his workers' average wage almost in half. An operating loss of $3.5 million in 1985 improved to a $700,000 profit in 1986. The two bosses of Diamond Fiber, who took the egg carton maker private in a leveraged buyout in 1984, emphasize the benefits of being liberated from the three layers of bureaucracy between them and a decision. They are the owners, they get a chunk of the profits, and now they can make instant product improvements instead of waiting months for the go-ahead. The company reduced employment from 300 to 275, but sales and profits are up, and the second- biggest employer in Palmer, Massachusetts, isn't in danger of being shut down, as it was under Diamond International. By contrast, Diamond's Middletown Mills, bought in 1982 by Jefferson Smurfit, reaped the benefits of more rational integration into a larger organization: Unlike Diamond International, Smurfit both sells the raw material for the boxboard Middletown makes and also uses the board in its own operations. With production sharply up and the plant more fully utilized, Middletown has gone from a loss maker to a very profitable operation. Heekin Can Co., its sales up 40% and profits up almost 50% since Wesray bought it as an LBO in 1982, owes much of its strong performance to a changed management salary structure, unthinkable under the conglomerate culture of Diamond. The forest products industry's low pay scale, squashed further by lumber's depressed condition, meant that Heekin had trouble attracting executive talent from competitors in the higher-paying can industry. With new raises and incentive plans, plus an ownership stake in the company for many executives, managers today happily come to Heekin and behave like + entrepreneurs. ''The prospect of personal enrichment makes Johnny run harder,'' says Chief Executive John Haas. That's true of Heekin's financial management too, with its new emphasis on maximizing cash flow and building the value of the company. ''When you're just a division,'' says chief financial officer Perry Schwartz, ''cash is something the corporation sends you.'' Bought as an LBO for its book value of 10 cents a share after a three-way bidding contest, Heekin went public just over two years ago for $13.50 a share. Heekin's debt-to-equity ratio, 25 to 1 just after the buyout, is now 2.5 to 1.

Goldsmith's two bust-ups are key elements in the concentration taking place in the U.S. paper business to meet increasingly tough foreign competition. After acquiring Crown Zellerbach, Goldsmith spun off its core paper operations to James River Corp., keeping only the forest lands and headquarters building, an office supply distributor, and a container company that he immediately sold off to another buyer for plenty. James River had already bought most of Diamond International's substantial paper business from Goldsmith, as well as the paper division sold by American Can in the course of its restructuring. James River has more than doubled the operating income of all three of these operations. True, the paper business in general has picked up since the acquisitions, but a James River study of one of its Crown Zellerbach units attributes two-thirds of the improvement to more effective management and administrative staff reductions and only one-third to higher paper prices. ''The people involved in being sold had come to be stepchildren,'' notes James River Chief Executive Brenton Halsey. ''They see that they've been brought back into the mainstream of the business. It's amazing what a little motivation does for the bottom line.'' THE CROWN ZELLERBACH unit that Goldsmith kept -- Eczel, a fast-growing office supply distributor to FORTUNE 500 corporations -- emerged no less happily from the shuffle. All Goldsmith supplied was a new boss, Al Dunlap, who first boiled down 22 distribution centers with 22 vice presidents into four centers and four V.P.s. Dunlap then set up a centralized buying system, which amazingly Eczel didn't have. In eight months torrential losses slowed to a trickle, finally stopping altogether in December. Why couldn't Crown Zellerbach have turned it around so fast? ''We operate it like it's the only company in the world,'' Dunlap explains. A single individual similarly changed the fate of a division sold as part of TRW's restructuring. That big company sold off $800 million worth of low- growth, low-return subsidiaries and product lines in order to concentrate on its core automotive, defense, and electronics businesses. Among the operations sold was a foundry making components for aircraft engines: It was acquired by Precision Castparts, a company in Portland, Oregon, that specializes in highly skilled casting. Under TRW the unit had to scrap 24% of the aircraft turbine parts it made because they failed to meet buyers' exacting specifications. Peter Waite, the expert boss supplied by Precision Castparts, simply started going up and down the production line, showing each man exactly how to do his job right. The scrap rate dropped by half, customer confidence rose, and orders multiplied, sending what was a loss-making operation under TRW powerfully into the black in six months. Sometimes it takes a raider to force restructuring that top executives know is needed but can't accomplish because they are too much part of the corporate culture that helped create the problem. When Bruce Smart Jr., now Under Secretary of the Department of Commerce, was still chief executive of the Continental Group, he started restructuring that diversified company, which had originally been Continental Can. By 1984, after three years of effort, he had sold off $1 billion of assets, a quarter of the corporation. With his divestitures realizing 10% to 20% above their book value while the whole company was valued by the stock market at only 70% of book value, Smart knew he was on the right track. Clearly, being part of Continental hadn't enhanced their value by a sprinkling of that invisible magic ingredient ''synergy.'' But when his shaken subordinates started whispering that he'd sell anything and anybody, he says, ''I began thinking that I had the beginnings of a management revolt on my hands.'' So he stopped. Even though he knew he hadn't finished the job, he told his troops that before he took further steps he'd give them two years to show their operations could earn a return on capital higher than its cost. Says Smart: ''You don't work with somebody for 30 years and grow up in the same car with them making sales calls, and knowing their wives and their kids, and having them be a big part of your life, and then suddenly turn against their collective opinion of what maybe we should all do. That's hard.'' But restructuring is dangerous to put off. Two weeks after he called a halt, James Goldsmith made a bid for Smart's company. A higher offer followed from the big Omaha-based construction company Peter Kiewit Sons, which succeeded in taking Continental over. Kiewit in short order got rid of the corporation's forest products, gas pipeline, and insurance companies, keeping nothing but the original core, Continental Can Co. ''When you come in from the outside, with no emotional ties to the business, you can do things a lot more ruthlessly,'' says Smart, who thinks that Continental needed much of what Kiewit did. His one reservation is that Kiewit sold more of the corporation than he would have sold. He is still a believer in the Boston Consulting Group's brand of portfolio theory that gave Continental's corporate management a reason for being -- you remember: Sell off the dogs and milk the cash cows to feed the rising star businesses. Smart says he would have kept some investment-hungry growth businesses to nourish with the can operation's free cash flow. But Continental was too free with the can company's cash, says Kiewit Vice Chairman Donald L. Sturm, whose company has doubled capital investment in that operation. ''Continental Group ended up starving the golden goose,'' he says. ''We had to refeed it.'' Former Continental human resources vice president Stephen C. Rexford endorses Kiewit's moves without any reservation. He watched the conglomerate structure disappear without a pang. ''Continental was a huge set of assets that had no particular focus or direction,'' he says. ''I was on a panel with T. Boone Pickens when the takeover hit. I was supposed to say how terrible it all was. But in the final analysis I think the raiding and the mergers and acquisitions, as far as Continental was concerned, spun its asset base out into an environment where it could compete again. It's going to be a leaner, more effective organization. Frankly,'' he adds, ''I was part of the overhead.'' ''The restructuring going on in industries, companies, and countries is a way of dealing with global overcapacity,'' argues Harvard Business School Professor Joseph L. Bower, who sees worldwide glut in industries ranging from computers to steel, from cars to petrochemicals, the industry on which he's an expert. As rocketing oil prices in the Seventies multiplied the petrochemical companies' feedstock costs sixfold, new plants, long abuilding, opened in $ developed and lower-cost undeveloped countries alike. With supply outstripping abnormally flat demand, companies could raise their prices only 1 1/2 times, earning profits that in almost all cases fell below their cost of capital. The result was a movement of the commodity part of the business into the hands of feedstock-rich oil companies, along with a global shrinkage and concentration that took different forms in different countries. Part of that vast realignment, like tectonic plates slowly but inexorably shifting, was the restructuring of Monsanto. The company adjusted by scrambling one step up the evolutionary scale, like a fish emerging from its primeval pond into froghood. It began selling its loss-making commodity petrochemical businesses in 1980, reducing them from 25% of its assets to 4% today. It concentrated instead on its high-value, more competitive specialty petrochemical products, such as herbicides, high-performance plastics, and nylon carpeting. ''The way I measure that progress,'' says Chief Executive Richard J. Mahoney, ''is to see what percentage of our selling price is what we're paying for raw materials. That's moved dramatically from two-thirds -- our value added was one-third -- to well below 50% now, and still moving down.'' A lot of restructurers can dump their bad businesses and strengthen their good ones, Mahoney says, but few can take the next step, which in his view is striking out in a new direction. Accordingly, he used most of the $3 billion he got for Monsanto's old businesses to buy G.D. Searle, the pharmaceutical company, for $2.8 billion in 1985. Investing a weighty 7% of the emergent company's sales in research and development -- restructuring often means more R&D, not less -- Mahoney intends to generate biotechnology products both for Searle and for the agricultural market where Monsanto's chemical business already flourishes. ''I consider biotechnology just a modern version of chemistry,'' he says. The first product developed in the process, a hormone that will make cows produce 25% more milk than usual, will appear by decade's end. Whether this evolutionary leap has long-term survival value, time will tell, but the stock market has shown confidence. Since October 1985, Monsanto's share price has about doubled. Restructuring can also mean forging new partnerships, as in the case of Ingersoll-Rand and Dresser Industries. As with Monsanto, industrywide glut forced the change -- glut caused in this case by a shriveling up of half the ! market for the two companies' gas-compression equipment, thanks to the energy depression. At year end Ingersoll merged its gas-compression equipment business with Dresser's, closing plants and reducing employment to create out of two marginally profitable entities a new, profitable $800-million-a-year company -- Dresser-Rand -- that will be the world leader in its industry. Undoing past diversifications is often the restructurer's main task. That can mean unloading acquisitions that didn't work out so well, as at General Mills. The temptation with a slow-growth, cash-producing business like food is to use the free cash to buy whatever growth prospects are for sale, and General Mills succumbed to the conglomeration urge in the Sixties and early Seventies. But the return on equity of the businesses it acquired, as happened over and over with such diversifications, proved low. In 1976 the company started dumping low-return or peripheral units -- travel agencies, a chemical business, its stamp-collecting and coin operations -- and focused on five basic business segments. A NEW SYSTEM for measuring the return on equity of each component part of the corporation, set up in 1981 as part of restructuring, revealed that the fashion and toy segments -- including Izod clothing and Parker Bros. toys -- weren't meeting the return standard either, and General Mills got rid of them too. Now the company is densely compacted into three segments designed to provide it with earnings stability, an overall return on equity of 21.5% last year compared with 16.7% in 1976, and reasonable growth possibilities worth investing $1.5 billion in over the next three years. Structured to perform so purposefully, the company has seen its market value rise from 1 1/2 times book value in 1981 to almost six times book today. Other restructurers undo diversifications not so much to clear away deadwood as to concentrate their resources on strengthening what's left. With global competition intensifying, says American Standard C.E.O. William B. Boyd, ''we saw we'd need to back certain businesses to the hilt -- those we think we can survive in regardless how tough the competition.'' Among the results: sink faucets surmounted by digital readouts that tell the water temperature and a $24,000, two-seater bathtub whose gold-plated taps you can turn on with a call from your office or car phone. However excessive, new products like these show what it takes to get growth in the mature but strong core businesses -- plumbing fixtures, air-conditioning systems, brakes, and railway signals -- that are American Standard's lot in life. Developing those products takes investment, just as it takes investment to build plants and expand in global markets, to increase share in existing ones, and to lower costs through productivity-enhancing equipment and technology, all of which Boyd has done. But what do you do then with peripheral businesses when you want to focus on the core ones in this way? For American Standard, raising cash by selling the mining and construction machinery business, rocked by the battle between much bigger competitors Caterpillar and Komatsu, was an easy call. But what about other fringe businesses like Mosler Safe and American Bank Stationery -- solid, profitable companies with futures limited by their failure to keep up with the electronic technology that revolutionized their bank customers? Portfolio strategy would dictate pouring their cash into the bathtubs and other core businesses. Boyd demurs. ''Cash-cowing a business is good theory but bad in practice,'' he says. Demoralized by lack of reinvestment, managers leave for more constructive jobs. ''The value of the property keeps declining,'' Boyd concludes. So he sold the companies as leveraged buyouts. The high profits that the new owner-managers can extract from declining businesses keeps their attention riveted on running them as cannily as possible. WHAT are the right principles for restructuring? Think like a raider when you analyze your company. Westinghouse Electric has institutionalized that mentality -- and has won a 20% return on equity and a 370% share price gain since 1982. Says Chief Executive Douglas D. Danforth: ''We sort of set aside emotion -- the idea that, gee, we have to be in this business because we've been in it a hundred years -- and asked what it was doing for our shareholders.'' If it wasn't growing or returning 15% to 20% on equity, and if it couldn't be made to do so, it ended up in the discard pile, like the company's 90-year-old, profit-making lighting business. Now Westinghouse continually measures how much each of its 23 units is worth if it were sold off as a separate business, and if the whole corporation is worth less than the total of the parts, management knows something needs to be fixed or sold. Every unit submits its strategic plan with several options, each analyzed for its effect on the business's value. Top executives dish out capital according to what it will do for the value of the company as a whole, not for earnings per share, and they reward managers according to the same criterion. ''Why don't more do it?'' Danforth asks of this no-nonsense way of looking at a company's businesses. ''It's a natural human thing to say, 'If I have another couple of years and another $20 million, I'll be okay.' But it's top management's job to take the emotion out and look at it in an analytical way.'' In other words, a revolution in thinking about how to structure corporations has begun. Healthy and constructive, it will prove a permanent revolution.