BURNOUT, SHAREHOLDERS LED TO OUSTER AT APPLE.

Byline: John Markoff The New York Times

Late one afternoon last fall, the chief executive of Apple Computer Inc. stood dejectedly in the office of a longtime friend at 3000 Sand Hill Road, a venture-capital enclave in the Silicon Valley's nerve center, and complained that at age 52 he was a burned-out man.

Beset with a heart condition and supporting a wife ill with cancer, Michael H. Spindler said he was fed up. He had taken the reins of Apple after the company ousted former chairman and chief John Sculley in 1993.

First as an Apple sales executive in Europe, then as chief operating officer in the United States and now as the man whose job it was to salvage a company that symbolized American high-tech, the German executive had been worn down by 18-hour days that had earned him the nickname "Diesel."

"I want to get out of the rat race," Spindler told his friend. "I'm going to do it."

But for whatever reasons, Spindler could not bring himself to walk away. So it wasn't until late Tuesday night, during a secret Apple board meeting at the St. Regis Hotel in Manhattan, that a close friend, A.C. "Mike" Markkula, the computer maker's 54-year-old chairman, in effect, made the decision for him.

With Markkula's blessing, the board dismissed Spindler. Spindler has declined to comment, but people who have been briefed about the meeting say Spindler angrily argued that he should be given more time.

But the board had already agreed that he would be replaced by Gilbert F. Amelio, an Apple director who would leave his job as chief executive of the National Semiconductor Corp.

Significantly, the formal decision Friday to dismiss Spindler came only 10 days after Markkula had publicly defended his friend at a raucous Apple shareholders meeting Jan. 23 in Cupertino, Calif., where the company's management vowed that Apple Computer would stay the course.

The groundwork for Spindler's departure, in fact, was being laid almost immediately after the shareholders meeting. Although the company had distributed to shareholders a statement insisting that "Apple is not for sale," the board that afternoon met to consider a merger offer from Sun Microsystems - a proposed stock swap that valued Apple shares at $23 each, well below their price in the stock market.

The next morning, Spindler, Markkula and the other board members took off for a secret, 36-hour retreat in Las Cruces, N.M.

It was on the flight to Las Cruces that the potential legal problems from accepting a low-ball deal with Sun began to sink in with the board members.

It was also during the meetings at the Las Cruces Hilton that, for the first time, the board weighed scenarios involving an Apple Computer without Spindler.

Many of the directors had apparently been stunned by the vocal opposition to Spindler that had exploded at the previous day's shareholder meeting.

Yet, even after reaching the decision 10 days later to remove Spindler, the inability to take decisive action appeared to plague Apple.

Friday, following reports in that morning's newspapers that Spindler was out and Amelio in, Apple remained mum throughout the business day. The company's shares changed hands in Nasdaq trading while investors remained in the dark about who was actually running Apple - although the widespread assumption that it was not Spindler helped send the stock up 87.5 cents a share, to close at $29.25.

It was not until nearly 9 p.m., long after the stock market had closed, that Apple announced the management change.

Delayed action has long been part of Apple's problems. Because the company depends on its own hardware and software specifications, rather than adhering to the Microsoft software and Intel hardware standards followed by the rest of the PC industry, Apple tends to have much higher research-and-development and marketing costs than its competitors.

For years, Apple's almost fanatical customers were willing to pay premium prices for the company's sophisticatedly simple, easy-to-use machines. More recently, though, as Microsoft-Intel computers have become easier to use, and as Apple has attempted to expand its market share by introducing less-expensive machines, the PC price wars have eroded the company's profitability.

Spindler, who had a deserved reputation at Apple as a brilliant operations-oriented executive, continued to contend that Apple's precarious situation was only an interim problem. As he told a reporter last October before the full magnitude of Apple's crisis was apparent, "Give us one strong quarter, and all this will go away."

By October, Apple chief financial officer Joseph Graziano, alarmed by the company's seemingly rudderless course and the rate at which talented engineers and software designers were jumping ship, attempted a coup by going directly to the board with a demand that Spindler be removed. But the board stuck by Spindler.

These last few weeks, however, his boardroom support rapidly evaporated.

Amelio has not been available since his new post was announced. But Spindler's friend and confidant, Regis McKenna, a Silicon Valley publicist and venture capitalist, said Friday that Amelio believes he can right what is wrong with Apple and is in no hurry to merge the company out of existence.

As for Spindler's forced separation from the company to which he gave his heart and soul, McKenna said it may have been all for the best.

"This saved Michael's life," he said.