Pat's Big Fumble

Bowlen tried to hand off a piece of his team to John Elway. Now Edgar Kaiser wants the Broncos back.

Last summer, a local executive spotted Annabel Bowlen at Denver International Airport. The two had crossed paths before, at various social functions, and they quickly struck up a conversation. The executive inquired about Annabel's husband. She replied that Patrick Dennis Bowlen, owner of the Denver Broncos, was feeling blue.

"Pat's depressed," she said.

The exec was puzzled. This was weeks before the terrorist attacks of September 11, before the anthrax scare, the stock market's nosedive and the war in Afghanistan. The Broncos were about to begin playing in a state-of-the-art, $400 million, taxpayer-subsidized stadium, a move that would add at least $100 million to the team's market value. Several handicappers had picked the Broncos as odds-on Super Bowl favorites for the coming season. Eddie McCaffrey's left tibia was still in one piece; Brian Griese was unconcussed; for all anybody knew, Terrell Davis was on the mend and ready to rack up another 1,000-yard season.

Jay Bevenour
Let's get corporate: Pat Bowlen, minority owner of the Broncos.
Let's get corporate: Pat Bowlen, minority owner of the Broncos.

What, the man asked, did Pat Bowlen have to be depressed about?

"It's the Kaiser thing," Annabel said. "The lawsuit."

She didn't need to say more. The executive understood. "The Kaiser thing" had attracted surprisingly little attention in the media, but it was the buzz of local legal circles. In late 1999, Edgar Kaiser, the former owner of the Broncos, had filed suit against Pat Bowlen in Denver's federal court, claiming a breach of the sales contract hammered out between them in 1984. At first glance, the matter seemed to be a nuisance suit -- two multimillionaires butting heads over an obscure clause in a deal consummated long ago.

But Bowlen's ownership of the Broncos, like many of his business deals, is a more complicated affair than it appears. Kaiser had insisted that the purchase agreement include a right of first refusal, or ROFR, which requires Bowlen to give Kaiser first crack at buying a piece of the Broncos if a portion of the team becomes available for transfer or sale. In his suit, Kaiser claims that Bowlen has violated the ROFR repeatedly by shuffling shares of the Broncos among family members and by offering star quarterback John Elway a chance to buy up to 20 percent of the franchise after his retirement.

Bowlen's lawyers have argued that the ROFR doesn't mean what Kaiser says it means and that the statute of limitations for Kaiser's claims expired years ago. They also contend that Bowlen made no secret of his intention to involve his family in the team's ownership and that Kaiser was aware of the plan. But so far, these arguments have failed to persuade U.S. District Judge Richard Matsch; the case has dragged on through two years of legal maneuvers and extensive discovery, including depositions of Elway, Bronco coach Mike Shanahan, Bowlen family members and numerous other attorneys, NFL executives and Bronco front-office personnel.

Many of the documents filed in the lawsuit have been sealed under court order. But while the discovery process has been shielded from public scrutiny, last year Kaiser amended his complaint to include claims of fraud and concealment. Bowlen's motion to dismiss the case has been pending for months; Matsch, who's recovering from a liver transplant, is expected to rule on it in the next few weeks.

At stake is not only Pat Bowlen's continuing control of the Broncos, but the entire future of the franchise. Kaiser isn't just looking for monetary damages; his suit seeks to have the sale of the team rescinded, an accounting of the profits earned following the alleged transfers of ownership, and a court order conveying "both the property and the profits" to the original seller. In other words, Edgar Kaiser wants the Denver Broncos, a team now valued at around $600 million -- nearly ten times what Bowlen paid for it in the mid-1980s -- back in his portfolio again.

Plus a huge chunk of the team's profits for the last fifteen years or so.

Plus attorney's fees.

Steven Long, Kaiser's attorney, declined to comment on the case. Bowlen lead attorney Richard Slivka did not return phone calls. But formerly confidential documents that have become part of the public court file suggest that even if Bowlen is successful in getting the case dismissed, he's already lost much of the veil of secrecy that has shrouded the Broncos' ownership for almost two decades.

The documents show that Pat Bowlen has been a minority owner of the Denver Broncos since 1987, the steward and front man for a dizzying series of family corporations that directly and indirectly own the team. Although a management agreement with other family members gives him complete control of the team's day-to-day operations, his actual voting shares and equity in the team amount to less than 50 percent. The rest of the equity has been distributed among his two brothers, Bill and John Bowlen; his sister, Mary Beth Jagger; and his mother, Arvella Bowlen, whose trusts have been the repository of most of the non-voting stock in the ever-shifting family corporations.

The case has also laid bare the peculiar terms of Bowlen's 1998 proposal to let Elway buy into the team, a secret offer made at the height of the campaign to persuade voters to pony up more than $280 million in taxes toward the construction of a new stadium. Elway never exercised his option to buy, but Kaiser maintains that the offer itself was a violation of his ROFR.

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