ROAD MAP FOR A MOVE : Frontiere Does Have Final Word, but Shaw Drove Rams to St. Louis

Sometime Tuesday, Ram owner Georgia Frontiere will formally announce what was learned Saturday: She has struck a lucrative deal to move her football team to St. Louis.

Frontiere’s signature will seal the extraordinary agreement--which will include a new stadium and immense annual profits--but it will be John Shaw’s handiwork that made it happen. Almost five years in the making, the move represents the team president’s calculated strike to boost Frontiere’s sagging fortunes and finances.

For the Southland, it will be a major loss. But 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 the ire of Southland football fans, recognizes the downside.

“It’s been a long, difficult and emotional process,” he said. “It will be made with a certain amount of regret, because the team has been in Los Angeles and Southern California for close to 50 years. 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 in 1994, she would not listen.

Shaw’s options dwindled and the outcome was inevitable: A loss for the Southland, a rarevictory for the Rams.

Anaheim had the team under a lease until 2015, but Shaw saw a window of opportunity, and in 1990 the city became his unwitting accomplice in a bold dash to strike it rich.

Shaw can be criticized for brushing aside Anaheim’s attempt to

keep the Rams and his inability to produce a winner on the field. But with Frontiere accepting St. Louis’ offer, the Rams are expected to turn a profit of more than $20 million in 1995.

Shaw, 43, 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.

THE GROUNDWORK

The city of Anaheim was looking to develop a plot of land near Anaheim Stadium and build a hockey and basketball arena, but to do so, it 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 what would become The Pond of Anaheim. The city agreed. If the Rams left, they would have to pay off the $33-million bond for stadium improvements, leaving Anaheim with a debt-free facility with which to lure another NFL franchise.

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

Shaw had his escape clause and was ready to move, but he had to wait for the expansion process, delayed from 1992 to 1993, 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 civic pride bruised, were going to get one more chance for pro football--with the Rams.

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

Shaw denied the report but revealed 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,” he said.

If the Rams were going to move, they had to convince NFL owners they could no longer survive financially 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 as the Magnolia School Board threatened to evict the team from Rams Park.

A picture of irreconcilable differences was being skillfully drawn for NFL owners, who would require a statement of reasons for a move elsewhere 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 lease extension 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, Shaw had made his case.

The introduction of a player salary cap--designed in part by Shaw--contributed to Frontiere’s willingness to change. 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 too-low payroll to reach the league minimum. That, coupled with the possibility of the team’s imminent departure--thereby driving down season-ticket sales and radio rights fees--produced a projected shortfall of $6 million to $7 million.

On Jan. 6, 1994, the Rams informed the city they would give formal notice on May 3, invoking the stadium escape clause, and would leave 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 win 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.”

THE SEARCH

Shaw, a restless 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 Redskin owner Jack Kent Cooke, who had the Baltimore-Washington market to himself and planned to build a new stadium in Laurel, Md.--less than 20 miles from Baltimore.

Long before invoking the escape clause, Shaw hired attorneys to analyze 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 get an immediate cash infusion and local identity-- and, perhaps more important, find someone capable of taking on 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’ 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 last summer, “I like the guy.”

Angelos expressed a willingness to do almost anything to get football for Baltimore, but his interest in gaining a majority interest in the team was a major stumbling block for Frontiere.

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, and time also provided him with leverage, increasing the pressure on cities to begin bidding against each other.

Reaction in Anaheim 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 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 the Southland 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 just to make sure, it seemed as if they manufactured a winless atmosphere, posting increasingly unsuccessful season records from 6-10 in 1992 to 5-11 in 1993 and 4-12 this season.

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.

A local task force calling itself “Save the Rams” tried to rally local business leaders but 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 misjudged Shaw’s influence.

Shaw had the promise of a new stadium in Baltimore, and construction was 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 problems. Unfulfilled promises after the team’s move to Anaheim in 1980, which included legal hassles surrounding the development of property around Anaheim Stadium, had soured Frontiere.

Baltimore and St. Louis were willing to welcome Frontiere as a heroine. Baltimore appealed to the Ram owner because she first came to love football there and still talks fondly of former Colt greats. St. Louis also presented an attraction because, as Georgia Irwin, she was born in the city’s west end and graduated from Soldan High.

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.

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.

THE SELECTION

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 late. By the time the league could take the necessary steps to even compile a feasibility study, the Rams probably would be long gone.

Besides, St. Louis had responded to Shaw’s bully tactics and hired former Sen. Thomas Eagleton to spearhead its effort. Eagleton solved the lease dispute and Football At the New Stadium (FANS) 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 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. 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.

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

In November, Save the Rams got the message. It announced it would re-evaluate its 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. Locations for a practice facility were scouted. It was now St. Louis’ team to lose.

Newspaper reports in St. Louis suggested that 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 make final every last detail.

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 even his own nervous lawyers fretted about the possibility of the deal collapsing.

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 Buccaneers, 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.

“I’m just tired,” Shaw would say. “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 a visit in 1986.

It was strictly business, after all, and so he put together the deal without ever taking a close look at the city or at the new stadium under construction for the Rams.

“It was my job to put together a financial package,” Shaw said. “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 more question yet to be answered: Does the Rams’ 30-year lease to the new stadium in St. Louis have an escape clause?

*

The team will announce today the hiring of Steve Ortmayer as vice president of football operations.

Ortmayer, the Raider special teams coach, preceded Bobby Beathard as director of football operations for the San Diego Chargers.

* MIXED EMOTIONS: Ram fans in Southern California say they loved the team, but hated the management. A3