By FRANK SWERTLOW

Staff Reporter

Warren C. Woo sits in his window-lined office at Fox Plaza and munches on a grilled-cheese sandwich and batch of fries that rest atop his desk.

Not exactly the dining experience one would expect of someone said by industry sources to earn between $3 million and $5 million a year. (Woo wouldn't disclose his compensation.)

But in the go-go world of investment banking, there is little time for dining out. Low interest rates, a booming stock market and a growing economy have combined to make these some of the headiest days in history for investment bankers.

"You do it because you are a deal junkie," says Woo, the 37-year-old head of Donaldson, Lufkin & Jenrette Securities Corp.'s West Coast Leverage Finance Group. "You go from one deal to the next. We love to win and we hate to lose."

Woo is among the top dealmakers at DLJ, which has the largest and arguably the most prominent investment banking operation in Los Angeles.

He structures and sometimes even initiates financing for such blue-chip DLJ clients as Host Marriott Corp., Hilton Hotels Corp. and Metromedia International Group Inc.

"A lot of investment bankers think like robots. Warren is an independent thinker," says Peter Nolan, a partner at the Los Angeles investment firm of Leonard Green & Partners. "He is always coming to us with new ideas. I think he is one of the best bankers in L.A. and the country."

Upon learning that Leonard Green was interested in buying publishing assets, Woo discovered a division of Toronto-based Hollinger International, owner of the Chicago Sun-Times and the Jerusalem Post.

Woo told Leonard Green about the division of 165 community newspapers, and then helped Green buy it for $200 million.

John Danhakl, another partner at Leonard Green who first worked with Woo at Drexel Burnham Lambert in Los Angeles, says his former associate remains ever vigilant for clients, even on deals in which he is not initially involved.

For example, Danhakl says, a few months ago Woo came to him with a recommendation to sell the preferred stock of a company Green had recently bought through a deal arranged by Bear Stearns Co. and Bankers Trust NY Corp. Woo had scrutinized the deal and saw that selling the preferred shares would give Green a quick profit without relinquishing equity control.

"This time," Danhakl says, "he beat (Bear Stearns and Bankers Trust) to the punch. He keeps tabs on everything we own."

Not everything works out so well. Woo was also part of the team hired by Hilton Hotels to execute its hostile takeover of ITT Corp. While the bid ultimately failed, Hilton President and CEO Stephen F. Bollenbach was nonetheless impressed.

"Warren gave his advice and showed that he had the ability to think through the issues and see the answers without being caught up in the emotion of the moment," Bollenbach says. "He's very calm; he doesn't get lost in the excitement during a transaction."

Bollenbach first worked with Woo seven years ago when he was president of Host Marriott. Four years later, Woo had moved up the ladder at DLJ and was called in to help Host Marriott with what became a successful stock offering.

"He has an ability at a young age to deal with people of all ages," Bollenbach says. "I never feel like I am getting advice from someone who is not my peer."

A Phi Beta Kappa graduate of UCLA, Woo didn't follow the traditional route to investment banking. He started out with a post in the TV department of Columbia Pictures, where he landed what he describes as an "entry-level, number-crunching job."

A year later, he got a production job at Columbia, a sort of liaison between the studio and the producers of game shows. "I worked on budgeting with the production, but sometimes I would have to get a game-show host a black pair of shoes instead of a brown pair 10 seconds before we were going to tape," he recalls.

Woo, who was born and raised in La Crescenta, soured on Hollywood. "I don't want to be a cynic," he said, "but becoming successful (in show business) has a certain factor of luck, who you know, and who does or doesn't like you. It's a less-than-stable business. When I was there, the management turned over by the week."

Seeking to reinvent himself, Woo got an MBA from Stanford University.

"Business school is a do-over," he said. "It is very hard coming from UCLA and a movie studio to become an investment banker. I needed to legitimize myself if I was going to change my occupation."

After Stanford, he got a job at Drexel Burnham Lambert in 1986. Those were the heady days of junk bonds led by Michael Milken, the head of Drexel's bond trading operation in Beverly Hills.

Woo, who describes Milken as "brilliant," worked 12 to 16 hours a day as "a minion" in the Los Angeles office, he says.

"One of the ways you get good as a young person is to work a lot of deals," he says. "I had a tremendous deal volume, about 40 transactions during my four years at Drexel, but I was along for the ride."

Unlike Milken, Donald Trump or Henry Kravis, Woo wants no part of fame and its ensuing headlines.

"One of my goals isn't to be famous," he said. "I would like to be known in a small circle in the financing community. I want to be successful but not famous."

Woo joined DLJ in 1990 and quit briefly in 1996 to become president of corporate development for Bethesda, Md.-based Snyder Communications, which provides marketing services to Fortune 500 companies. It was a financial package, he says, he couldn't refuse, but it was a mistake.

"As an investment banker I am an agent for people, and as an agent I have tremendous control over my destiny," he says. "When I went over to Snyder, I became a principal and I lost control over my destiny.

"For the first time in my life, I had a job that I didn't want to go to when I got up in the morning. Life is too short for this, no matter what the benefits are."

Last April, Woo returned to DLJ, which had left the door open to him when he departed. Once again, he is back in the fast lane, a lane that often has him flying to the East Coast one or twice a week. It's not easy on his family, but he tries to ease the situation by taking the red-eye to New York. That allows him to have dinner with his wife and 2- and 4-year-old sons, and tuck them into bed before heading to the airport.

"I am extremely good at sleeping on planes," he says. "Sometimes I get more sleep on planes than I do in a bed."

Woo begins his almost non-stop day by arriving at his office by around 6:30 a.m. and not leaving until 7 p.m. Once home in Pacific Palisades, he's immersed in phone calls late into the night. He uses weekends for catching up on work-related reading and more telephoning.

"It's a seven-day-a-week job," says Woo, one of about a dozen managing directors in DLJ's Los Angeles office.

Ironically, Woo says he largely avoids investing in the stockmarket.

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