We were all so happy back then because we knew the good guys had won.

Those nasty corporate raiders, empowered by their junk-bond billions, were loose in the land in those frantic days of the late '80s, and one company after another was getting swallowed up in one hostile takeover after another.

Two local institutions, Gillette Co. and Polaroid Corp., could have easily disappeared. But they fought long, expensive battles against the raiders -- and won.

The spring day that Stanley Gold and his California-based Shamrock Holdings finally capitulated in 1989, Polaroid's chief executive and hundreds of his employees poured onto the lawn outside the Cambridge headquarters for a victory rally. "This is our day," said I. MacAllister Booth, the CEO's voice cracking.

Ten years later, it is obvious that Gillette was right to stand up, first against Revlon chairman Ronald Perelman, and then against Coniston Partners, an aggressive New York investment firm. Since the last bid ended in August 1988, Gillette stock has been a Wall Street superstar. Since the beginning of 1989, its total return to shareholders, including dividends, is about 900 percent, or about 2 1/2 times what the broad market has done. That number is all the more astonishing given Gillette's big recent swoon.

If the judgment of time is clear for Gillette, it is just as clear for Polaroid: The company should have sold itself to the raiders when it had the chance.

Gold, a financier who managed the family fortune of Roy E. Disney, the nephew of Walt Disney, offered $3 billion for the Cambridge instant photography company. Today Polaroid has a market value of $1 billion. You don't have to be an investment banker to do that math.

"They haven't done well at all. They know it, the shareholders know," Gold says today. "They say in their own releases."

Says Ulysses Yannas, a Wall Street analyst and current fan of Polaroid: "If you had been given $3 billion 10 years ago, how much would it be worth today?"

Polaroid's long-suffering shareholders can only weep. But at the time the company's management and directors -- who included big names like Digital Equipment's Ken Olsen and Gillette's Al Zeien (who is still there) -- didn't think $3 billion was enough.

"The one thing that was clear was that management was entrenched and was unwilling to accept any new or unorthodox ideas," says Gold, who was vilified on these pages and elsewhere at the time as "The Dreaded Stanley Gold."

"Given those parameters, we were bound to fail."

Could Gold have done better? A better question is: How could he have done worse?

After Gold went away, Polaroid wandered in the woods for six years under Booth. Massachusetts' original high-tech wunderkind, built on the breakthrough concept of instant photography by Edwin Land, plowed hundreds of millions of dollars into technologies that never panned out and failed to market its core products to a generation of customers. Both the stock and employment plummented on Booth's watch.

The record of Booth's successor, Gary DiCamillo, looks no better at this point.

The day the former Black &Decker executive was named as the first outsider to head Polaroid, the stock fell 1 1/8, hardly the kind of endorsement any new CEO wants. Since that autumn day in 1995, Polaroid's stock has gone from about 41 to about 23, a 44 percent decline. The stock market is up 250 percent in that time; shares of Polaroid's archcompetitor, Eastman Kodak, have more than doubled, even though it has had its own problems.

Polaroid has lost $142 million since the start of 1996; revenues are down. The company has missed its earnings projections four quarters in a row. About 3,000 employees have lost their jobs under DiCamillo, and the layoffs may not be over.

To be sure, the world has not gone DiCamillo's way.

When DiCamillo took over, Russia was the company's second largest market, representing 10 percent of its sales and 40 percent of its operating profits. Now, says DiCamillo, "It is gone."

"There aren't many companies that can take 10 percent of sales and 40 percent of operating profits and see it go to zero," he says.

In addition, Yannas, an analyst for Mercer Bokert Buckman, estimates the strength of the dollar has cost Polaroid nearly $70 million in annual operating income during DiCamillo's tenure.

Dicamillo says the upheavals in world markets have pushed back the turnaround by 1 1/2 years. Polaroid is counting on a batch of new products that is now just starting to hit the market. DiCamillo says the early market reaction has exceeded expectations, particularly for a pocket camera being sold in Japan.

"This is a work in progress," he says.

But if the new wave of products fall short, shareholders are likely to be looking for DiCamillo's head, not his Plan B.

Gold, for his part, has had the luxury of sitting on the sidelines these last 10 years. Shamrock sold all its Polaroid stock years ago; its agreement not to make another run at Polaroid expired last Easter Sunday. "I thought about it," he says.

But Gold says it would be a mistake to suggest that he's interested in another takeover bid. "If they want some ideas and they are really prepared to listen, maybe they should come and ask me, rather than me imposing myself again."

Gold's number for all interested parties: (818) 845-4444.

Boston Globe Newspaper

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