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Pat's Big Fumble

Jay Bevenour

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.

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.

The Elway deal may have gotten Bowlen crosswise with NFL policy, too. The Broncos are famous for taking a creative approach to the league's strict salary-cap rules, but the 1998 "memorandum of understanding" between Elway and Bowlen breaks new ground. Contingent on the success of the stadium campaign, of which Elway was a very public supporter, Bowlen offered his star player a piece of the team on incredibly favorable terms: Not only was the price heavily discounted, but the bulk of the money Elway would have to put into the deal would come out of millions already owed to him in deferred compensation. The offer came at a time when Elway was still playing for the Broncos and the team was under investigation by the NFL for its errant handling of $22 million in deferred salary owed to Elway and Terrell Davis -- a probe that would eventually lead to a steep fine and the loss of a third-round pick in the 2002 draft.

More than most NFL owners, perhaps, Pat Bowlen hates to lose. His glowering, alpha-dog competitiveness has stirred both admiration and resentment in front offices around the league. Time and again, he's demonstrated his willingness to bust the bank, shake hands with the devil and do whatever else it takes to gain and maintain an advantage. It's a trait that helped raise the Broncos from also-rans to back-to-back Super Bowl champions, kicked the stadium campaign into high gear and made Bowlen one of the owners' go-to guys in sticky negotiations with the television networks, the players and their own colleagues.

But as the Kaiser case shows, winning has its price. In his hunger to succeed, to play in the big leagues and build the team and the stadium he wanted, Bowlen has made questionable decisions over the years, starting with the deal he forged to buy the Broncos. Now some of those deals are coming back to haunt him. He may be on the verge of losing more than he ever hoped to gain.

It's enough to make a millionaire sing the blues.


Even longtime Broncos fans may have difficulty conjuring up fond memories of Edgar Kaiser. The team has had third-string quarterbacks who stuck around longer than Kaiser did. Heir to a Canadian mining and shipbuilding fortune, he bought the team from Gerald and Allan Phipps in 1981 for a reported $33 million, sold it three years later to Bowlen for a hefty gain -- and jetted back to British Columbia before most of the South Stands regulars knew he was gone.

Kaiser and the Broncos were never a comfortable fit. Players, coaches and local sportswriters tended to view him as aloof, autocratic and high-toned, a limo-and-Dom Perignon kind of guy. His idea of a good time was a sitdown with John Denver (to whom Kaiser dedicated an album of ballads of his own composition, Threads of My Life) rather than a round of golf with his quarterback. But during his brief stay, Kaiser made three moves that would help establish the winning tradition the Broncos have enjoyed for most of the past two decades.

Kaiser hired Dan Reeves, the coach who transformed the Broncos into a perennial playoff contender. Then he obtained the services of John Elway from the Baltimore Colts, overseeing a perfectly legal trade that in another business would have been classified as grand theft. Finally, when it was time to leave -- either because he was eager to make a killing on his Elway-enhanced investment or homesick for the lights of Vancouver -- he chose to sell to fellow Canadian tycoon Pat Bowlen.

Like Kaiser, Bowlen owed his fortune to family success in natural-resources development -- in his case, oil and real estate. Unlike Kaiser, he was determined to hold on to the Broncos for years to come; he was also keen on getting to the Super Bowl and then going back again and again. He competed in triathlons, hung around athletes and had a weakness for fur coats. When he joined the NFL, he'd just turned forty, which made him the second-youngest owner in the league.

 

Bowlen reportedly paid between $65 million and $77 million to buy the Broncos, but the transaction actually occurred in several stages. Kaiser had sold off nearly 40 percent of the team to two minority partners, John Adams and Tim Borden, before putting his general-partnership interest on the block. In 1984 he agreed to sell his share to Bowlen for nearly $26 million; in addition, Bowlen agreed to assume the franchise's existing debt load, estimated at between $20 million and $30 million. The deal gave Bowlen the right to purchase the minority interest as well, which he did the following year, buying out Adams and Borden for another $20 million.

At the time, the price was one of the highest ever paid for an NFL franchise, but Bowlen, who'd previously eyed teams for sale in California and Texas, was eager to join the elite club of owners. So eager, in fact, that he agreed to give Kaiser a right of first refusal on future ownership changes, an unusual condition that could severely hinder his ability to deal with potential partners.

Yet even as Bowlen was agreeing to the costly terms of the deal, some of his other business ventures in the U.S. and Canada were starting to go south, along with the brief-lived 1980s energy boom. A year after he inked the purchase agreement, he had to negotiate a time extension to pay the remaining $13 million owed to Kaiser for his share of the team. (The delay cost him an additional $100,000 a month.) And by the time Bowlen bought out the other partners, he was already drawing on family resources to complete the sale. The minority partners' share was purchased not by Patrick Bowlen, but by PDB Enterprises, a wholly owned subsidiary of PDB Sports Holdings, Inc., a Nevada corporation in which Pat and siblings Bill, John and Mary Beth held equal voting shares; all of the company's non-voting stock was in their mother's trust.

Even bringing his family into the deal failed to solve Bowlen's cash-flow problems. He built sixty luxury skyboxes at Mile High Stadium and then, in 1987, sold them to a private management firm for a quick profit. The ready cash reportedly helped him complete his buyout of the minority owners but deprived the team of steady long-term revenue from the box rentals; the lack of such revenues was one of the primary reasons behind Bowlen's quest for a new stadium a decade later. (Playing at the old Mile High, the Broncos claimed to have posted an operating loss of $12 million in their 1997 Super Bowl season and reported a paltry $3.2 million in net revenues in 1999, putting them in the bottom third of the league in profitability. Bowlen has testified in open court that he expects the luxury boxes, increased ticket prices, parking and concession deals for Invesco Field at Mile High to boost his team's revenues by $40 million a year, making the Broncos one of the most profitable franchises in the NFL.)

Between 1985 and 1999, control of the ownership of the Broncos shifted from one Bowlen family corporate entity to another, through mergers, stock swaps and other mutations (see chart, page 22). One document filed in the Kaiser lawsuit lists fifteen separate corporate entities in Texas, Nevada, Colorado, Arizona and Canada holding an interest in the team at one point or another, most of them being single-purpose corporations involved in no other business. Doubtless some of the corporate juggling was designed to take advantage of changing tax laws, but it also appears that the Bowlen family was seeking to insulate the property from creditors, lawsuits, bankruptcies and miscellaneous mischief that had befallen other investments.

Kaiser contends that many of these transfers of ownership should have triggered his right of first refusal. The Bowlen camp maintains that the changes amount to a mere restructuring of paperwork rather than a sale to a third party. And in any case, Bowlen's supporters say, Kaiser knew about the involvement of his family from the beginning -- yet waited fifteen years to raise his objections.

An affidavit from William Britton, a Canadian barrister who represented Bowlen in the initial purchase of the team and during many subsequent changes in the ownership structure, states that Britton advised Kaiser's representatives of the family's role as far back as 1985, when the extension agreement was being negotiated. "Kaiser's attorneys knew by at least May 1985 that the Bowlen family did and would have ownership interests in the team," the affidavit states.

Furthermore, Bowlen's attorneys point out, Kaiser was an occasional guest in the new owner's box and had ample opportunity to learn from the team's official media guide or stories in the local newspapers that the Bowlen family owned the team. In fact, for many years, Kaiser requested additional media guides and Broncos gear -- sweats, jackets, hats and so on -- to be sent to the boatyard in Seattle where he stored his yacht.

 

Kaiser's response to these arguments is simple. First, as a resident of Vancouver, he could hardly be expected to keep up with what was written about Bowlen in Denver. Second, he may be a sophisticated businessman with an estimated net worth of $180 million, but he's also dyslexic. He claims he didn't learn about the ongoing shuffling of stock in the team until he heard about the Elway offer in the summer of 1999. Kaiser's attorneys contend that the ROFR required Bowlen to notify Kaiser in writing about every proposed change of ownership and give him the opportunity to buy in, but no such notification was ever received.

News of the Elway deal prompted some lengthy discussions between Kaiser, Bowlen and their respective attorneys about how many owners the Broncos have and what happened to Kaiser's ROFR clause. Kaiser pressed for access to confidential financial documents that would show the team's ownership history. Bowlen instructed his attorneys to assemble the documents but apparently decided not to produce them voluntarily. In the fall of 1999, Kaiser wrote a last-ditch "Dear Pat" letter to Bowlen, reminding him that he'd had "good reason" for including the ROFR in the deal.

"I was selling the team for compelling personal reasons," he wrote. "But I was not a happy seller. If you were ever going to dispose of all or part of it, I wanted the opportunity to buy back in.

"This summer, when I raised with you the subject of John Elway becoming an owner of the Broncos, which I learned about in the press, you advised me that that probably would not happen. Much to my surprise, you also advised me that there had been other ownership transactions involving the Broncos....

"I have no wish to embarrass the Broncos, their owners or the NFL.... Unfortunately, we now seem to have reached the point where...you have decided not to make disclosure except after a lawsuit has been commenced.... In hopes that we still may be able to resolve this with dignity and confidentiality, I await your response."

Bowlen's response was not what Kaiser wanted to hear. Two days after Christmas, he filed his lawsuit.


Among the many types of expert witnesses who might be called to testify in the Kaiser-Bowlen contest -- experts in the valuation of NFL franchises, authorities on the nuances of contract law and the "custom and practice of clauses such as rights of first refusal," and so on -- is one odd inclusion. The Bowlen legal team anticipates that it might need the services of a linguist.

If the case ever goes to trial, it will be up to the linguist to explain if the 1984 Denver Broncos sales contract means what it says in plain English, or if, because of ambiguous or conflicting language, it might mean something entirely different. This will be no easy task.

For example, the linguist might have to venture an opinion on such arcane matters as whether Pat Bowlen's relationship to various family corporations is that of a Principal operating through a Subsidiary (as Bowlen's attorneys have claimed), or that of a Nominee operating on behalf of a Third Person (as Kaiser's attorneys have claimed). One sort of relationship is clearly permitted in the deal, while the other is expressly forbidden.

Does Kaiser's right of first refusal apply only to that portion of the team Bowlen purchased directly from him, or does it also apply to the 39.2 percent limited partnership interest bought by the Bowlen family in 1985? Bowlen's attorneys argue that their client is hardly the sort of boob who would agree "to restrict a property right that he did not then own." But to shore up Bowlen's position on the matter, the linguist will have to explain away the sparkling prose of the right of first refusal, which states that it applies to any offer to "sell or transfer all or any portion of the Partnership Interest thus acquired by the Purchaser, or all or any portion of the Broncos franchise" (emphasis added).

The $600 million question is whether the punting of the Broncos from one corporate entity to another constitutes the kind of "sale" or "transfer" mentioned in the ROFR. Bowlen's lawyers, of course, contend that the assignation of ownership to various family corporations doesn't amount to "a legitimate, arm's-length sale to a third party." Yet the changes in ownership structure resulted in more than a new name on the stationery of the companies controlling the team; they also produced changes in Bowlen's equity position in exchange for value received, which sounds a lot like a "sale" or a "transfer" of ownership.

 

Consider, for example, the corporate heaving that occurred during the first four years the Bowlens were working the franchise into their portfolio, like an anaconda digesting a monkey. In 1984, Bowlen bought Kaiser's 60 percent interest and subsequently transferred it to Texas Northern Productions Inc., a Texas corporation, later known as Bowlen Sports, Inc. In 1985, PDB Enterprises bought the minority partners' interest; PDB Enterprises, as noted earlier, was owned by PDB Sports Holdings, which was controlled equally by Bowlen and his three siblings, with the Arvella Regis Bowlen Trust No. 2 also holding an interest.

In 1986, PDB Sports Holdings was folded into Hambledon Sports, Inc., an Alberta corporation. Hambledon Sports also assumed $3.75 million in debt the Bowlen family owed to another family corporation, Hambledon Estates, Ltd.

Still following the bouncing ball? In 1987 the Bowlens traded a small piece of their stock in HEL to Hambledon Sports in exchange for stock in the latter company. HEL also sold certain assets to Hambledon Sports for a $7.9 million promissory note -- including all the shares in Bowlen Sports, Inc., owner of 60 percent of the Denver Broncos. After some further exchanges of stock and a mutual canceling of promissory notes, Hambledon Sports ended up owning, through its subsidiaries, all of the Broncos.

And who owned Hambledon Sports? At that point, Pat Bowlen controlled about 30 percent of the voting stock, with his three siblings each assigned 23.3 percent of the preferred shares. But it appears that Arvella Bowlen's trusts actually had the largest equity position in the company, by virtue of their control of non-voting stock in Hambledon Sports and their ownership of HEL, a family company that loaned money to Pat Bowlen and made other loans assumed by Hambledon Sports.

Other corporate mergers followed. But Pat Bowlen thought the 1987 reorganization was significant enough that he notified the NFL of the new corporate structure. NFL rules state that any change of ownership in a team must be approved by the league, while "gifts" of shares among family members do not require such approval. According to a report in the Boston Globe, a league executive deposed in the Kaiser lawsuit testified that the Bowlen family transfers were approved by the league as changes in ownership, not gifts.

Among the documents Kaiser has submitted to the court is a proposed draft of the 1985 extension agreement, in which Bowlen's side sought to add language excluding the family transfers from Kaiser's right of first refusal. "Kaiser specifically rejected Bowlen's attempt to rewrite the ROFR," Kaiser's attorneys note, claiming that this attempt shows that Bowlen knew from the outset that the ROFR applied to transactions among family members.


Judge Matsch may yet decide that Bowlen's efforts to parcel out the team among his family don't amount to fraud or even a breach of contract. Whatever the corporate hocus-pocus might say about Bowlen's cash crunch in the late 1980s and his reliance on family money to pay the bills, it doesn't suggest that he was trying to dump his shares with the aim of depriving Kaiser of the chance to get back in the game again.

The Elway offer is another matter, though. Pat's proposal to his quarterback reads like a sweetheart deal between Daddy Warbucks and his favorite ward. The deal is pure Bowlen: impetuous, grandiose, hush-hush, and loaded with hidden agendas and risks. Elway chose not to pursue it, but it may end up costing Bowlen plenty.

The document is dated September 23, 1998, early in Elway's final season and six weeks before the vote on the new stadium. It states that if the stadium is approved, Elway will be granted an option to purchase 10 percent of Bowlen Sports, Inc., the general partnership that owns the franchise, and invited to join the Broncos' front office following his retirement. Eventually, he'd have the chance to purchase another 10 percent of BSI and be named chief operating officer of the organization.

The agreement estimates that the team's total value with a new stadium will be around $400 million; BSI's equity, minus $100 million in debt, works out to $300 million. To exercise his option to buy in, Elway would have to come up with "10% of the equity minus 1/3 of that value minus $5 million." In other words, the quarterback would have to put up only $15 million ($30 million, minus a third, minus another $5 million) to buy a 10 percent interest that's worth twice that much. And most, if not all, of that $15 million payment would come from money BSI already owed Elway in deferred salary, or would owe him by the time he retired.

 

The $15 million windfall is only the beginning. The deal also gives Elway a right of first refusal of any future sale of shares in the Broncos -- excluding, of course, "any sale of any interest within the Bowlen family." If the stadium vote fails and Bowlen sells the Broncos, as he was threatening to do at the time, then Elway would have a similar option to buy into any other NFL franchise Bowlen might purchase as a replacement.

Rumors about the Elway deal began to circulate in Denver sports circles shortly after it was signed. But Bowlen flatly denied that any such deal existed or would even be talked about until Elway's career was over. After guiding the team to its second straight Super Bowl victory, Elway retired the following spring and let his option to buy expire. He did not respond to a request from Westword for comment on the offer or on his decision not to pursue it.

Opponents of the stadium tax say they wish they'd known back in the fall of 1998 that Elway stood to gain millions from the vote. In the final weeks of the campaign, he appeared in television and radio commercials stumping for the new stadium.

"Elway's role was vital," says stadium opponent Shirley Schley. "People loved him, and the thought of losing him and the team -- that was probably one of the key things in the election."

But even Schley acknowledges that disclosure of the Elway deal probably would not have made a difference in the election's outcome. The pro-stadium forces outspent the critics by a factor of a hundred to one. Bowlen poured $1.4 million of his own money into the campaign, and even his own intemperate comments failed to dim fan enthusiasm for his new toy. (In 1995 he told Westword that if you oppose the .01 percent sales tax, "what you're saying is you don't give a shit about the Broncos.") If the Elway deal was a way of stacking the deck, of making sure that his star player had every possible incentive to publicly support the stadium, it was clearly unnecessary.

Unnecessary -- and dangerous. Kaiser claims that the option, exercised or not, was a blatant violation of his ROFR. And it's difficult to see how offering a current player what amounts to millions of dollars in free stock in addition to his contract, plus a future executive position, could be considered an acceptable procedure under the NFL's salary-cap rules. Such "inducements" are generally frowned upon and are required to be factored into the team's overall salary limits, capped at $67 million per team for the current season.

NFL spokesman Greg Aiello says the Elway offer "could be" subject to the salary cap. "I don't know where that issue stands," he says. Asked if the league is now reviewing the deal as a possible cap violation, Aiello declined to comment.

For years Al Davis, the much-reviled owner of the Oakland Raiders, has described Bowlen as a "cheater," an overreacher who will do anything to get leverage on and off the field, including skirting the league's hallowed salary cap. Several months ago, Davis even told USA Today that Bowlen should be expelled from the league. In Denver, his tirades have been dismissed as so much sour grapes, a league pariah's response to the Broncos' Super Bowl victories and their chronic bedevilment of the Raiders.

But Davis's criticisms may not be entirely unfounded. Last month the NFL finally concluded a lengthy review of the Broncos' handling of deferred compensation for Elway and Terrell Davis dating back to the 1998 and 1999 seasons. The league claims that the team failed to contribute $22 million to a league-administered compensation fund in a timely fashion.

Perhaps Bowlen was slow to deliver the money to the NFL because he thought he'd be paying Elway's deferred salary in shares of Bowlen Sports, Inc. In any event, the league determined that the case didn't involve a deliberate attempt to subvert the salary cap. If it did, the team's owners could have been facing suspension, even expulsion.

Yet NFL commissioner Paul Tagliabue's ruling was hardly a slap on the wrist. The Broncos were socked nearly $1 million in fines and interest for the transgression and had to forfeit their third-round choice in next spring's draft.


November 18, 2001. Washington Redskins vs. Denver Broncos, Invesco Field at Mile High.

The announcer claims another sellout, with 3,500 no-shows. But even at kickoff, there are large blue patches of empty seats at the $250-a-seat club level, like shiny bruises in the body of Broncodom. By halftime, the wind is blowing steadily and the rain has turned to sleet. As the third quarter begins, the place is eerily, unthinkably empty. More than half the crowd has already left the premises, and thousands more huddle in the concourses, watching the game sullenly on the TV monitors.

 

You could blame the weather, but Bronco fans have toughed it out through much worse storms. In the glory days of the Elway era -- not to mention the gimpy miracles of the Craig Morton era or even the forlorn hopelessness of the Steve Tensi era -- a little bone-chiller like this one would hardly have merited breaking out the big parkas, and the handful of wussy no-shows who couldn't cut it would have been roundly booed.

You could blame the team. Rattled by injuries to key veterans, out of sync and unfocused, the Broncos are floundering in folly. This poor excuse for a game has been played largely at Denver's end of the field, a procession of fumbles and dropped passes, with scarcely a first down to cheer about. One, two, three, punt. One, two -- whoops. Even though the Broncos have somehow scratched out a 10-0 lead over the equally dismal Redskins, the fans can already smell the coming defeat. Later, after Washington puts 17 unanswered points on the board, Mike Shanahan will call the Broncos' effort the worst offensive performance he's ever seen in the NFL.

But the fans have stuck around for worse drubbings. Today they're clearing out while Denver is still ahead. Something has shifted in the Broncomaniac's relationship with his team; the game has changed from emotion-packed ritual to mere spectacle, something you stop watching when it stinks, like a boring TV show.

You could blame the stadium. For the most part, these are the same fans who inhabited Mile High, but there are more distractions here, more glitz, more commercial blitz -- starting with the name itself. There is no place for fans to hang their hand-lettered signs and no escape from the flashing ads, the corporate logos, the endless reminders that Bowlen's dream stadium, like most modern sports palaces, exists to drain your wallet. And, of course, the luxury suites, where the seats go for as much as $900 a game and the buffet is extra, are more prominent here, bunkers of privilege hunkered over the so-called cheap seats. Squads of security people guard the elevators and escalators leading to the suite levels, friendly buffers between these very, very special fans and the rabble below.

In the suites, there is no hint of the cold outside. Sealed off from the action as well as the weather, the box-holders have no reason to abandon their seats. But that doesn't mean they're enjoying this game any more than the few hardy, shivering spectators left outside.

In one upper-level box, a group of middle-aged men are talking point spreads and checking a computer screen for scores from other games around the league. Their wives huddle around the bar, comparing their children's schools. A developer is on his cell phone, inquiring about the over-under on the Dallas Cowboys.

An attorney has his back to the windows, watching the San Francisco-Tampa Bay game on a television above the bar. He has five large riding on San Francisco, which is trailing by eight points late in the fourth quarter. Incredibly, the 49ers march down the field in the closing seconds, score a touchdown and a two-point conversion, and steal the game with a field goal in overtime. The spread is two points, so the attorney covers.

This is exceedingly good news to everyone in the suite. For sheer drama, it beats anything happening on the field below, a mute clash of soggy, dispirited men that hardly anyone is watching.

So it has come to this: a team without heart, playing in a stadium without a soul, for fans who couldn't care less. This is not the dream Pat Bowlen was chasing when he closed the deal with Edgar Kaiser seventeen years ago.

In the owner's suite at Invesco Field, the chandeliers shimmer brightly over the imported wallpaper and carpets. The fireplace flickers with warmth. Outside, the wind howls.


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