On September 8, 2004, St. Olaf College held its first "open meeting" about the sale of WCAL charitable trust assets in the Viking Theater on the St. Olaf College campus. There were approximately 50 people present, including WCAL staff members, St. Olaf College students, staff and faculty, as well as Northfield residents.
The Northfield News reported on the meeting in their September 11, 2004, edition in an article titled "St. Olaf president speaks about WCAL". [PDF, ?? pages]
Among other items, the newspaper reported that Thomforde outlined the timeline of St. Olaf's decision to sell the assets.
The sale of WCAL had been suggested from time to time, he said, but had never been a strategic concern.
In November, however, Thomforde received a formal proposal from MPR president Bill Kling offering to buy the station. As it was a formal proposal, Thomforde said — and not simply "an idle conversation in a Minneapolis parking garage," he felt obligated to proceed.
MPR claims that St. Olaf approached MPR. See entry for November 2003.
Thomforde said he first contacted Jan McDaniel (vice president of college relations and one of the people directly responsible for the station's license). He and McDaniel agreed that the amount — at that time $8.5 million — was large enough that they were obligated to take it seriously.
This is in contradiction to statements later made by St. Olaf College Dean of Students Greg Kneser at a St. Olaf Student Senate meeting where Kneser claimed that the St. Olaf College Regents were surprised at MPR's offer. See entry for September 30, 2004.
[Thomforde and McDaniel] then brought the proposal to Jerrol Tostrud (chair of the Board of Regents) and Tad Piper (chair of the board's finance committee), who agreed that — as a matter of fiduciary responsibility to the college — the offer should be further investigated.
As St. Olaf Regent Addison Piper was also on the MPR Board of Directors at this time, his reported direct involvement in the sale of WCAL charitable trust assets raises serious questions of conflict of interest. See entry for September 2, 2004.
Radio industry brokers Patrick Communications were involved next. The company, which specializes in the sale of radio licenses nationwide, performed a detailed survey of the station's property and a listener survey.
SaveWCAL has been unable to find any evidence of this survey being conducted. See entry for Spring 2004.
Thomforde said Patrick Communications came back to the school with two interested parties, out of 13 who'd previously expressed interest in WCAL. MPR at that time increased its bid to $10.5 million, Thomforde said.
At no time did St. Olaf College announce these plans or allow the WCAL board, WCAL listeners and donors — whose contributions built and maintained the station for more than 80 years — to be part of the process or make an offer.
McDaniel contacted the interested parties, Thomforde said, with a list of "certain things we wanted." The list included broadcasting of the St. Olaf Christmas festival, use of WCAL by St. Olaf on a regular basis and severance packages and continued employment opportunities for WCAL staff.
Thomforde neglected to mention that the purchase agreement between St. Olaf and MPR sells the rights to the Christmas Festival broadcast to MPR and, thus, they no longer belong to St. Olaf College. There is no mention in the purchase agreement of St. Olaf having the ability to use the 89.3 spectrum for its own broadcasts. See entry for August 27, 2004, (with PDF download of Purchase Agreement). It should be noted that it is highly unlikely (and there has been no proof offered by St. Olaf) that MPR paid severance for WCAL employees and that, despite St. Olaf College's contention that there would be employment opportunities for former WCAL staffers at MPR, there have been few actual hires by MPR reported.
UPDATE: It is clear now from the Special Master's Investigation report and MPR's Memorandum of Law that MPR indeed paid the severance packages for WCAL employees. Because MPR took months to announce which WCAL employees it would hire, this would also assure that WCAL employees would keep their mouths shut about whatever they knew regarding the sales negotiations and agreements between St. Olaf College and MPR.
Thomforde said none of the parties other than MPR would agree to any of the conditions.
An interesting question to ask would be "Why did all other interested parties reject these conditions?" or, conversely, "Why would MPR agree to [some of] these conditions?"
Before taking questions, Thomforde told the group that while the decision to sell WCAL has been controversial and difficult, "the amount of anger has been considerably higher on two other occasions." He would return to this theme several times during the ensuing discussion.
He cited the decisions to invite former President Jimmy Carter to speak and the college's hosting of the Conference on Human Sexuality as the two other occasions.
These two items might have been controversial during Thomforde's tenure–but not in the long-range scheme of St. Olaf. Thomforde would have been better served looking at St. Olaf's decision to terminate the Paracollege and it's handling of the destruction of (old) Ytterboe dormitory. SaveWCAL notes that while the Ytterboe dormitory was not in good shape and would have been difficult to repair, the College's handling of the Ytterboe dormitory decision was deplorable. In the case of the Paracollege, as in the case of WCAL, the College's senior administrators and Board of Regents have managed, bit by bit, to strip St. Olaf College of important elements that made the College unique in the world of U.S. higher education. Furthermore, the controversy about the sale of WCAL charitable trust assets, which has lasted since August 11, 2004, is now one of the preeminent–and unresolved–controversies in the history of St. Olaf College.
The first question, posed by a student, dealt with Thomforde's choice not to include students in the decision to sell the station.
Thomforde elucidated a "general theory of decision-making" before directly responding.
He said that since he came to St. Olaf, he has tried "to be clear who is responsible for each decision," while also taking into account those "who also believe they have an ownership" in a given matter.
He admitted that there are at least two groups — the St. Olaf College Chaplin's Office and Central Lutheran Church in Minneapolis — that he did leave out of this decision.
Thomforde neglects to mention St. Olaf College's responsibility towards the tens of thousands of donors who gave millions of dollars to WCAL and its charitable trust for more than 80 years. The comments indicate that Thomforde, other St. Olaf College senior administrators and the Board of Regents may not have clearly understood (and therefore were negligent in their fiduciary duties) that St. Olaf College was the trustee for WCAL and its charitable trust assets–not the owner.
"It was a judgement call on my part," he said. "I don't believe — and no offense meant to the students — the [WCAL] license is not owned by the SGA. I didn't consult them." The SGA is St. Olaf's Student Government Association.
Thomforde neglects to mention that the station license, issued to the College for the use of WCAL, was an asset of the WCAL charitable trust and therefore not under St. Olaf's ownership.
Another question asked whether a detailed analysis of the costs and benefits of the sale had been performed.
Thomforde said that, at a guess, the college spends between $150-200,000 each year on maintenance at the WCAL building and related administrative costs. The sale will net slightly more than $10 million for the school's endowment and, he said, a 4 percent draw will put $400,000 into the yearly budget.
Thomforde acknowledged that estimating the "good will" and "public relations" WCAL generates is a more difficult task.
As St. Olaf had ceased all direct support to WCAL as of May 2004, Thomforde neglects to mention that St. Olaf College probably derived well more that $150,000-200,000 of value from WCAL, simply as an ambassador of the College to a potential listening audience of 3 million people in the region. Thomforde also does not acknowledge that a detailed cost/benefit analyis was done by former WCAL Business Manager Paul Krause. See entry for May 29, 2001.
A WCAL staffer was particularly incensed by the sale and the way it was handled by Thomforde and the administration.
"I find that your comments sound like rationalizing, and some of these arguments are disingenuous," she said. She characterized WCAL as being similar to a speedboat in the radio market, in that it is small, fast and easily maneuverable.
The article ends with the following:
Thomforde took issue with [the WCAL employee's] phrasing, saying there is a difference between "disingenuous" and "wrong."
"There certainly was no treacherousness or disingenuousness involved," he said.
We beg to differ…
[http://www.northfieldnews.com/news.php?viewStory=35720]
