Architect of Rams’ Move Proves Deft at Deal-Making : Analysis: Shaw’s meticulous planning makes action palatable to NFL, profitable for owner Frontiere.

Sometime Tuesday, Los Angeles Rams owner Georgia Frontiere is slated to sign a lucrative deal to move her football team to St. Louis.

But the extraordinary agreement--which will include a new stadium for the team to play in and immense annual profits--will be John Shaw’s handiwork through and through. Almost five years in the making, the accord represents the team president’s calculated strike to boost Frontiere’s sagging fortunes and finances.

For Anaheim and Southern California, the move will be a major loss. For Shaw, the loyal accountant-lawyer-adviser who forged the agreement, it will represent a career triumph.

Shaw, weary from the process and the target of much of Southern California football fans’ ire, recognizes the downside.

“It’s been a long, difficult and emotional process,” he said.

“It’s quite a sad thing to uproot a franchise.”

It’s business, though, and Shaw’s assignment was to improve the Rams’ economic situation. Nothing personal, Anaheim. In fact, his first recommendation to Frontiere was to sell. He presented a bidder willing to pay $225 million--an overpayment of almost $25 million--but despite a projected loss of $6 million to $7 million this past year, she would not listen.

Shaw’s options dwindled.

“Ownership made it quite clear she was not interested in selling a majority interest,” he said. “I had to try and increase revenue and put a more competitive product on the field. To the extent that I was capable of doing that, I put the best economic package available on the table for ownership’s consideration.

“But it is not for me to say the Rams are moving. It is ownership’s decision.”

But can ownership draw any other conclusion?

Ultimately, the outcome was inevitable: A loss for Orange County, a rare victory for the Rams.

Anaheim had the team under a lease until the year 2015, but John Shaw foresaw a window of opportunity, and the city became his unwitting accomplice in a bold dash to strike it rich.

From the outset, it was a difference in vision: a savvy accountant taking advantage of places determined to land a National Football League team despite being left out of the expansion process versus a predictably indignant, shortsighted city.

Shaw galled Anaheim officials and effectively rendered fans helpless, but he played by the rules, which will make it difficult for the NFL to object to a move. He preferred a sale, and Baltimore was his venue of choice. But it didn’t matter; it was the challenge of getting there that fascinated Shaw.

When he started, he had no notion where he was going. But he could be patient, and with poker-faced nerve and the help of a losing football team and Orange County’s financial crisis, he effectively made his case for better days elsewhere.

Shaw can be criticized for brushing aside Anaheim’s attempt to save the Rams and his inability to produce a winner on the field. But with Frontiere accepting St. Louis’ offer, the Rams will turn a profit of more than $20 million in 1995.

Bored with the day-to-day tasks of assembling a football team, Shaw had been looking for this kind of conquest. He had toyed briefly with the idea of retiring or looking elsewhere for a thrill after working for almost 15 years in Frontiere’s shadow, but then he saw an opportunity to do what he does best: negotiate a deal.

Shaw’s expertise as both accountant and attorney allowed him to become a back-room power broker in the NFL. He helped design the present-day player salary cap, and had become privy to the league’s long-range goals, which included expansion.

The city of Anaheim, meanwhile, was looking to develop a plot of land near Anaheim Stadium and build a hockey and basketball arena, but to do so, they needed the Rams’ approval.

Shaw took the opportunity in 1990 to ask for an escape clause in the team’s 30-year Anaheim Stadium lease. In exchange, the Rams would not press for an environmental study that would hold up construction of The Pond. The city agreed. If the Rams left, they would have to pay off the $33-million bond for stadium improvements, leaving Anaheim with debt-free facility with which to lure another NFL franchise.

But expansion franchises later went for $140 million, and paying an extra $33 million proved to be no obstacle for football-hungry cities.

“We wouldn’t even be in a position to move if Anaheim didn’t agree to change the lease agreement,” Shaw said.

Although Shaw had his escape clause, timing was everything, and in 1990, it worked squarely against him. The NFL was ready to expand, but the new deal with Anaheim prevented Shaw from invoking the escape clause for another 27 months.

“There was some luck involved,” Shaw acknowledged. “This was something I had been thinking about for years, but if the National Football League had not delayed expansion for a year, we would not have been in position to consider a move.”

The expansion vote, slated for 1992, was pushed back a year to allow the owners and players to complete negotiations for a new collective bargaining agreement. During the team’s training camp in July, 1993, there were rumors the Rams were for sale. Asked about it, Shaw replied, “I have something else in mind.”

Shaw was ready to move, but he now had to wait for the expansion process to run its course. The stakes continued to rise as cities bid against each other for the NFL’s favor and, in doing so, stoked fan interest and made them ripe for disappointment. Charlotte, N.C., and Jacksonville, Fla., were awarded teams, but the expansion losers, with financing available and bruised civic pride, were going to get one more chance for pro football--with the Rams.

On Halloween, 1993, the Rams were routed by the 49ers in San Francisco, but the news of the day came in an offhanded remark by Boogie Weinglass, a proposed Baltimore expansion owner, on an NFL pregame show: The Rams were preparing to move to Baltimore.

Shaw denied the report but revealed publicly for the first time the existence of the escape clause, which allowed the Rams to leave Anaheim with 15 months’ notice.

“We’re not contemplating a move at this time,” Shaw said.

If the Rams were going to move, they had to convince NFL owners they could no longer financially survive in Anaheim. Poor attendance figures helped their case, but their argument had to be more clearly defined. Ultimately, it had to appear to NFL owners that the Rams had no choice but to leave.

A squabble over the team’s practice facility lease generated headlines, inflammatory statements from city officials and the Magnolia School Board’s threat to evict the the team from Rams Park. The lively exchange alerted NFL owners around the country of the seriousness of the situation.

“As far as I’m concerned, they’re out of here,” then-Councilman Irv Pickler said. “Let them go.”

A picture of irreconcilable differences was being skillfully drawn for NFL owners, who would require a statement of reasons for a move before granting permission. The Rams, inviting eviction, began looking at different locations for their practice facility.

But the war of words also caught Frontiere’s attention and resulted in her order to settle the dispute and accept a 10-year practice facility lease with a two-year escape clause. No matter; the message had been delivered.

Persuading Frontiere to leave was going to be a monumental task, but in a span of nine months, as evidenced by three separate interviews with her, Shaw had made his case.

“It’s something you have to consider,” Frontiere said on Dec. 23, 1993. “It’s never easy to move. I really don’t know right now. I have never given it any thought until recently.”

On May 8, Frontiere said of the possibility of a move: “It seems like that’s the way it’s going. We’re losing money.”

And on Aug. 24, asked if there was any hope of the Rams remaining in Anaheim, she said, “There is always hope, but unless something drastically changes, I don’t see how we can.”

The introduction to the NFL this past season of a player salary cap--designed in part by Shaw--contributed to Frontiere’s metamorphosis. The Rams turned a $3-million profit in 1993, which offered little incentive to move, but the salary cap forced the Rams to add $6 million to their payroll just to reach the league minimum. That, coupled with the possibility of the team’s departure--thereby driving down season-ticket sales and radio rights fees--produced a projected shortfall of $6 million to $7 million.

The drop in season-ticket renewals left the Rams cash poor. Word spread this past off-season that the Rams had a cash-flow problem and were having difficulty coming up with the bonuses necessary to sign high-priced free agents. Several player agents said the Rams were asking for ways to creatively pay their clients, indicating a problem until the next TV revenue payoff arrived.

On Jan. 6, 1994, the Rams informed the city they would provide formal notice on May 3, invoking the stadium escape clause and leaving Anaheim in 15 months. The advance warning was characterized as an opportunity for Anaheim to take its best shot in keeping the team, but the announcement was really a bone for would-be suitors. May 3 was selected because it gave the team exactly 15 months before the earliest date on which they would have to open the 1995 exhibition season.

Anaheim had a three-month window of opportunity to regain the Rams’ favor, but officials said they would not spend taxpayer money and, as Shaw had surmised, they lacked the organization to react quickly and creatively.

Memphis called, Toronto and St. Louis inquired, and Hartford expressed interest. But Baltimore was Shaw’s choice.

“Their fans have more passion for football,” Shaw said. “What’s to say St. Louis will be any different than Anaheim in five years? I need to know more about the situation in St. Louis, but I feel pretty good about Baltimore.”

Shaw, a restless 43-year-old attorney who was born in Brooklyn and raised in San Diego, liked the idea of moving east. But going to Baltimore would require help in taking on Washington Redskins owner Jack Kent Cooke, who had the Baltimore-Washington market to himself and plans to build a new stadium in Laurel, Md.--less than 20 miles from Baltimore.

Long before invoking the escape clause, Shaw hired attorneys to begin analyzing the Baltimore situation.

In anticipation of a legal battle with Cooke, Shaw began to broach with Frontiere the subject of selling a minority share of the team. His idea was to gain an immediate cash infusion and local identity--and, perhaps more important, find someone capable of making the legal fight for Frontiere.

A pair of Baltimore investors emerged, but Shaw had done his homework, and he recognized that only Peter Angelos, the Baltimore Orioles baseball team’s chief executive officer, had the money to make a deal. Angelos, a Baltimore hero for saving the Orioles from out-of-town bidders, also embraced the prospect of fighting Cooke.

In face-to-face meetings, Angelos and Frontiere appeared to hit it off, and although reports from fellow baseball owners were not flattering, Shaw said this past summer, “I like the guy.”

Angelos expressed a willingness to do almost anything to get football for Baltimore, but that apparently did not include plunking down millions of dollars with no chance to gain majority interest of the team at some point. Negotiations continued, then lagged. Neither side budged on the ownership issue, and Angelos became frustrated.

When he spoke, he no longer looked to be so attractive a partner.

“I didn’t sign on to be silent, to be acquiescent,” Angelos said in an article describing his style as a baseball owner. “I am no schoolboy, and I’m not a Boy Scout who just joined the troop. If I have something to say, I’ll say it.”

The Rams were looking for a silent partner, but Angelos could not contain his irritation as Shaw took his time to put a deal together. Angelos offered Shaw an open checkbook for an immediate answer, but Shaw was in no position to make such a deal.

Shaw needed to lay the groundwork for eventual NFL approval; he had to wait until the conclusion of the regular season in Anaheim so he could leave the possibility of a move up in the air and sell as many tickets as possible. And, more than anyone, Shaw knew Frontiere could not be rushed into such a monumental decision.

Time also provided Shaw with leverage, increasing the pressure on cities to begin bidding against each other.

In Orange County, meanwhile, a Times poll indicated only about three in 10 county voters believed keeping the Rams was important to them personally. Three of four opposed government assistance.

Anaheim probably never had a chance to take on larger cities, who had been whipped into a frenzy and were willing to spend public money. But Shaw had to let local interests beat their breasts, lest they scream foul to the NFL later.

County reaction to talk of an impending move was almost a collective yawn. Attempts to organize Ram rallies fizzled. Local fans were not so much angry as apathetic after concluding the team was on its way out. Four consecutive years of poor play and a distrust of Ram management had taken the fight out of them. Shaw pointed to declining attendance and drew the conclusion that Southern California never did and never would support the Rams.

The drop in season-ticket sales guaranteed small turnouts, shrinking crowds to levels that would draw attention from NFL owners. The Rams might have had a case for poor local support, but as is to reinforce it, they posted increasingly unsuccessful season records, falling from 6-10 in 1992 to 5-11 in 1993 and 4-12 last season.

Players and coaches had hoped to sabotage talk of a move by winning and drawing larger crowds. But they had lost sight of the big picture. As Shaw noted in training camp, “The best thing that could happen is having a good year and attendance remaining low; it proves the point to NFL owners.”

The city of Anaheim, meanwhile, remained disorganized. Initially, it preferred to call Shaw’s bluff, responding in anger. Talk of a new stadium proved to be empty. The lawyers who had negotiated the escape clause and the city administrators who had approved it looked for the quick fix, but they only compounded their miscalculations.

Newport Beach-based agent Leigh Steinberg complicated Shaw’s plan by adding his reputation to a local task force calling itself “Save the Rams.” Steinberg rallied local business leaders, but like Anaheim politicians, he misjudged Shaw’s intentions and began pushing the idea of a refurbished Anaheim Stadium.

At the same time, Save the Rams began plotting to bypass Shaw and take their effort directly to Frontiere. A big mistake. In doing so, they wasted valuable time and failed to correctly gauge Shaw’s influence.

Shaw had the promise of a new stadium in Baltimore, and construction was already under way on the state-of-the-art football facility in St. Louis. But Anaheim kept pitching renovation, thereby supporting Shaw’s case with Frontiere that the city was not the long-term solution to her financial woes. Unfulfilled promises after the team’s move to Anaheim in 1980, including legal hassles surrounding the development of property around Anaheim Stadium, had soured Frontiere.

Shaw drove the point home: Anaheim wanted hockey, and so a new facility was built; the Rams wanted a new stadium, and the city responded with talk of constructing a new one for the Angels. Baltimore and St. Louis, meanwhile, now were willing to call out the band and welcome Frontiere as a heroine.

Baltimore appealed to Frontiere because she first came to love football there--her late husband Carroll Rosenbloom owned the NFL city’s team before trading the franchise for the Rams in 1972--and still talks fondly of former Colt greats. (That franchise has since moved to Indianapolis.) St. Louis also presented an attraction, because Georgia Irwin was born in the city’s west end and graduated from Soldan High School.

Frontiere’s Aunt Marion and Uncle Earsel Pollard, the only surviving Irwin relatives in St. Louis, already had been quoted in the local papers.

In Orange County, meanwhile, little was happening. A fresh start began to appeal to Frontiere. No longer would she have to be a joint tenant with the Angels. No longer would she be embarrassed by the “Georgia, Please Move” signs. No longer would she have to concern herself with dwindling attendance and falling revenues.

“I’m always inclined to let things go on too long, let things drift,” she said in an earlier interview. “I’m reluctant to change: I didn’t want to move from Baltimore. I didn’t want to leave Los Angeles and now Anaheim.

“I’m determined to make things work, but what I’ve probably done is wait too long” to address the financial concerns of the team in Anaheim.

In early August, St. Louis received a wish list from the Rams, which included all revenue from games and $30 million to pay off the remaining renovation bond in Anaheim. The Ram demands were made public in St. Louis, and Shaw pounced on the opportunity. He expressed anger at the revelation, stopped negotiations and then delivered the punch line: No further talks until St. Louis resolved its ongoing stadium lease dispute.

Save the Rams became more aggressive but continued to misfire with talk of a refurbished stadium; in effect, they were not taking Shaw seriously. Save the Rams proposed buying a piece of the team, then sweetened its package to refurbish Anaheim Stadium, but Shaw remained unimpressed. When Shaw talked to Baltimore and St. Louis, he talked in terms of guarantees; Save the Rams had trouble backing their dreams with real money.

But Shaw’s interest in Baltimore had waned. There were political concerns, and a deal had to be completed by the end of 1994 to take advantage of the money that had been set aside for a new stadium.

“Baltimore has a deadline,” Shaw said. “I will give them an answer by their deadline, but it might not be one they want to hear.”

NFL owners gathered in Dallas and wanted to know what Shaw was doing. He had no definitive answer but assured them he would follow NFL guidelines. NFL Commissioner Paul Tagliabue mentioned the possibility of forming a partnership with investors and local governments to build an 80,000-seat stadium that could serve the Rams and Raiders as well as the Super Bowl.

But like the city of Anaheim, the NFL was tardy. By the time the league could take the necessary steps to even compile a feasibility study, the Rams would be long gone.

Besides, St. Louis had responded to Shaw’s bully tactics and hired former Missouri Sen. Thomas Eagleton to spearhead its effort. Eagleton solved the lease dispute and FANS (Football at the New Stadium), Inc. went to work to raise the money and support to guarantee sold tickets, luxury boxes and premium seating.

As early as October, Baltimore was out of it, in a large part because Angelos was uncontrollable but also because it lacked a stadium under construction.

“That risk has been eliminated in St. Louis,” Shaw said.

But Shaw continued to talk as if Baltimore had a chance, thereby keeping the pressure on St. Louis. For that reason, he also continued to listen to Save the Rams, although Anaheim’s only realistic chance of saving the Rams was St. Louis’ failure to complete a deal.

Save the Rams officials believed their proposal was impressive, if not competitive with St. Louis and Baltimore. Asked why he failed to publicly reject that notion given the importance of convincing NFL owners that the team could not stay in Anaheim, Shaw said, “There is enough of a paper trail showing what has happened in Anaheim over the years.”

It was important to Shaw to keep Save the Rams in the picture, because St. Louis was unconvinced the team would move come the 11th hour. If St. Louis wanted the Rams, the city would have to make a deal that could not be refused.

Stan Kroenke, a Missouri businessman with family ties to Wal-Mart, put St. Louis over the top. Unlike Angelos, Kroenke avoided the spotlight and appeared more willing to purchase a minority share in the team without demanding control at some point. Kroenke had trouble talking at a press conference during the expansion process in 1993 and was now hiding from all cameras. He and Shaw had something in common.

Shaw knew a deal with St. Louis could be completed, but Kroenke’s involvement became equally important. If he agreed to pay approximately $80 million for 40% of the Rams, the team would have no more immediate money concerns.

In November, about the same time, Save the Rams got the message. They announced they would re-evaluate their position and consider ways to finance a new, football-only stadium.

Too late.

Shaw already had marketing representatives touring St. Louis to document promises made by officials of different advertising opportunities. Practice facility locations were scouted. It was now St. Louis’ team to lose.

Newspaper reports in St. Louis suggested Shaw and Kroenke had reached an agreement. But Shaw was only beginning his work. St. Louis, giddy at the prospect of finally winning football back, was ready to make a deal, but Shaw was going to hammer out every last detail.

“When it comes to negotiating, John Shaw is an all-pro,” said Dallas Cowboys owner Jerry Jones.

In early December, Shaw called off all talks with St. Louis after officials there became miffed with his tactics and began pulling guarantees off the table. He refused to accept their phone calls, and his own nervous lawyers fretted about the possibility of the deal collapsing all together.

At the same time, the availability of the Tampa Bay Buccaneers pulled Kroenke away from the Rams. He told Shaw he wanted the chance to buy the Bucs, and in a meeting with Shaw in Tampa, it became apparent that Kroenke’s involvement in a deal to move the team to St. Louis was no longer assured.

While various media outlets proclaimed that an announcement was imminent, the two sides were actually far apart.

For more than a year now, Shaw had been involved in highly volatile negotiations. It took tremendous juggling skills. He had to have command of detail after detail and then take the time to relay them to Frontiere.

She wanted to know if the Rams were going to move. And where? And she wanted to know in January and February and so on, and there were no short answers. The twists and turns became all-consuming, and it was all riding on Shaw with no guarantee of a satisfactory conclusion.

“I’m just tired,” Shaw said repeatedly. “I don’t know where this is going.”

Talks with St. Louis began anew, and Shaw, after suggesting he might go elsewhere to find a minority owner, began working again with Kroenke. Instead of 40% of the team, the Rams and Kroenke agreed on a deal that would shift 30%.

The final hurdle with St. Louis was a 15-year guarantee on the sale of club and luxury boxes. The two sides agreed that St. Louis would sell 85% of club seats and luxury boxes for the next 15 years, and all that was left was the final paperwork, Frontiere’s signature on a 30-year lease, NFL acceptance and Shaw’s first look at St. Louis since visiting in 1986.

It was strictly business, after all, and so he put together the deal now sitting in front of Frontiere without ever taking a close look at the city or at the new stadium being constructed for the Rams.

“It was my job to put together a financial package,” said Shaw. “If ownership approves of it, I’ll be curious to visit the city and see the stadium. I hear the stadium is really nice; I know they spent a lot of money on it.”

One question remained: Does the Rams’ 30-year lease to the new stadium in St. Louis have an escape clause?

“This deal puts us right up there with Jacksonville and Charlotte with their new stadiums,” Shaw said. “Now I can’t say what this deal will be like in a few years. . . .”

* RAM-GOOD DEAL: St. Louisans’ fervor is tempered by concerns the city may have given the Rams too much. C1

* MIKE PENNER: “Where did I go wrong?” Rams owner Georgia Frontiere asks. Where do you want to start? C1