According to the accounts of St. Olaf College senior administrators, MPR submits yet another unsolicited bid for WCAL in or around November 2003.
Note the timing of this offer vis-a-vis the financial difficulties the campus was experiencing in Fall 2003. Also note the direct links and conflicts of interest between the board of three entities involved in the sale of the WCAL charitable trust assets (St. Olaf College, MPR and Piper Jaffray) before, during and after the sale of the WCAL assets.
There are also some serious questions concerning the relationships of certain St. Olaf senior administrators to members of these boards and/or their organizational leadership.
According to a letter that Christopher Thomforde sent to a St. Olaf College alum in October 2004, "MPR sent a letter of proposal to me, as the President of the College, in November 2003. St. Olaf College did not initiate the sale."
According to an article in the Northfield News about a September 8, 2004 public meeting at St. Olaf, Thomforde said he first contacted Vice President of College Relations Jan McDaniel, one of the people directly responsible for the station's license. He and she agreed that the amount—at that time $8.5 million—was large enough that they were obligated to take it seriously.
Thomforde and McDaniel then contacted a Washington, D.C., law firm specializing in the sale of radio stations. Attorneys with the firm told Thomforde and McDaniel that MPR's offer was indeed serious and that the amount offered was in line with what other noncommercial licenses in similar markets would bring.
We wonder why Thomforde and McDaniel would contact a DC law firm. Information SaveWCAL has gathered indicates that St. Olaf's usual legal representation, the firm of Gray Plant Mooty, was not involved in the sale process. If not, why not? Who suggested the DC firm? What relationship did that DC firm have, if any, to any of the principals involved in the transaction?
Thomforde reports that he and McDaniel then brought the proposal to Jerrol Tostrud, chair of the Board of Regents, and Addison Piper, chair of the board's finance committee, who agreed that as a matter of fiduciary responsibility to the college, the offer should be investigated further . [Note Piper's three way conflict-of-interest in this sale as he was serving on all three boards -- Minnesota Public Radio, Piper Jaffray and St. Olaf College -- at the time]
Both parties to the proposed sale have reported different versions of who initiated the sale and how the process progressed. St. Olaf College claims that WCAL was not for sale when MPR submitted an unsolicited bid. There are no reports of St. Olaf contacting any WCAL staff members regarding MPR's offer. MPR, however, has claimed that they were approached by St. Olaf.
UPDATE: In MPR's Memorandum of Law, MPR says that they made an offer to St. Olaf in November 2003 for $8.5 million. This offer was apparently "upped" to $10.5 million in response to a reported $11 million offer from Educational Media Foundation (EMF). The majority of the increase in MPR's offer was apparently not cash, but "consideration" for "on-air" announcements.
The October 7, 2004 minutes of the St. Olaf Student Senate reports on comments by then Vice President for College Relations Jan McDaniel, who claimed that MPR offered "promo time and administrative stuff", including 30 second spots 10 times a day with a total value of $1.3 million. There has been no public documentation by either St. Olaf or MPR regarding the length of time that MPR would broadcast these announcements, nor on what MPR frequencies they would be broadcast. The exact nature and terms of the agreement, if they exist at all, would probably have been in an appendix or addendum to the purchase agreement that was not made public.
Note that the MPR 2004-2005 annual audit report shows a purchase price of WCAL assets for $10.583 million plus equipment purchase of $710,000 (not included in Purchase Agreement [PDF, 21 pages]), offset by under $800,000 (not $1.3 million) in "on air credits". See entry for November 19, 2004.
[http://minnesota.publicradio.org/about/mpr/finance/mpr_audit_2005.pdf]
[http://www.northfieldnews.com/news.php?viewStory=35720]
