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SCOTTSDALE, Ariz.-International Data Group is the subject of a takeover-but one that's taking decades to unfold.

Patrick McGovern, founder and chairman of the world's largest computer media and trade show empire, said he is proceeding with a systematic transfer of ownership to employees.

"I am committed to employee stock ownership of the company," Mr. McGovern said in an interview. Rivals Ziff Communications and Interface Group's Comdex trade show operation both were sold recently, but Mr. McGovern stressed IDG isn't for sale.

Employees now own about 35% of IDG under employee stock ownership plans begun in 1972. Mr. McGovern controls the rest. But Mr. McGovern said he expects employees will take majority control by the year 2000.

Under a profit sharing program, IDG annually gives its 7,200 employees stock equal to 10% to 15% of salaries, diluting the chairman's stake.

IDG, begun by Mr. McGovern as a market research firm 31 years ago, has grown into a $1.3 billion computer media empire with 235 periodicals in 65 countries, including PC World and Computerworld, as well as trade show and book publishing units.

Mr. McGovern and his employees have grown wealthy with the computer industry boom. A management employee with a salary of $50,000 to $100,000 who has been at IDG for a decade will own IDG stock worth $800,000 to $1.5 million, Mr. McGovern said. Employees get that money when they leave. The stock's value has compounded at an average 28% for the past 12 years, he said.

IDG is highly decentralized, but the employee stock ownership plan is sometimes held up as a rallying cry.

Said Peter Horan, president of IDG's Marketing Services Division: "Think of the ESOP-the court of last resort."

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