TUESDAY, JULY 28, 1998

Paul Tagliabue: Good afternoon. We have concluded our meeting. We have had a very good discussion of where we are in the process of selecting the owner of the Cleveland Browns franchise. I think probably three things were uppermost in the minds of ownership: Number one was the expansion stocking plan which we announced and outlined for the owners. Obviously that’s a competitive football thing for them and was very important. I think the plan that we announced was very well received. I think everyone recognize the tremendous opportunity this franchise will have with veteran players in the free agent market place with the size of the cap. The cap room that they’ll have available is even more substantial relative to the other teams in the league than Carolina and Jacksonville had so they really have the best ever opportunity in the free agent market place. They also have the unique opportunity in being the only team starting up whereas Carolina and Jacksonville had to compete with each other in the first couple of seasons as expansion teams.

Second things was I told the clubs that we would have another league meeting three weeks from now either on August 19, either here in Dallas or in Chicago. And emphasized to them that the process was moving along quickly was unusual to have to have two meetings within three weeks of the entire League but we were doing that because this is a priority to select the owner in Cleveland. At that meeting all of the applicant groups will be invited to make presentations. That’s to so all the groups that are publicly identified as of that time. There may at that time be groups that are still requesting confidentiality or requesting that their interests be anonymous obviously they wouldn’t be invited to present. But all the groups that are publicly identified will be invited to make presentations to the full membership thirty clubs on August 19. And those presentations would focus on their qualifications, their business experience, their plans for operating the team and so forth. It would not get into expected revenue and or prices, but it will focus on quality and character and planning. The third thing that I announced is that we’ll be working now with a special expansion committee. Going forward will be a committee of seven owners to bring the process to a conclusion and the committee would consist of Pat Bowlen, Bill Ford Jr., Lamar Hunt, Jerry Jones, Bob Kraft, Jerry Richardson, and Dan Rooney. Obviously anyone who knows the National Football League knows that this is a group of seven owners who are right now doing an outstanding job of managing their own teams and major contributors to the league, in league discussions as well as chairing committees and working on committees. Pat Bowlen, Bob Kraft and Jerry Jones were very heavily involved in the negotiations of our negotiations of our television contracts. Dan Rooney and Jerry Richardson were heavily involved as members of the CEC and negotiating the extension of the labor agreement with the Players’ Association. Bill Ford Jr. and Lamar Hunt are making major contributions as members of our finance committee, properties committee, CEC and other committees. So I think we have a real good balance here between newer owners, midterm owners, veteran owners, including a divisional rival in Pittsburgh. So I think those were the highlights. Goldman Sachs participated in the meeting as our investment adviser, banking adviser. Eric Grubman is here from Goldman Sachs. He made a presentation that was basically a repeat of a discussion that we had a week ago yesterday in New York with our strategic planning committee and he can comment later if you have questions that relate to their role or their perspective. So with that background I’ll be glad to take any questions that you have.

Question: (Concerning the August 19 meeting and whose concerns are being addressed)

PT: I think the meeting on August 19 is in the mutual best interest of both the owners and all of the applicants. I think the owners who have a vote in this matter, whose league it is want to see the applicants who choose to come to present and I think the applicants have the interest in directing their case to the club that will be voting. So I think it is very much in the mutual best interest of everybody and it also I think makes it clear perfectly clear that this is an open and fair process, it’s a competitive process and everyone at that meeting everyone will have the chance to discuss how valuable they see the opportunity to participate in the National Football League as a franchise owner. That’s sort of in everybody’s mutual best interest.

Question: (Concerning anonymous groups, can numbers be given, are they known)

PT: Well, I don’t know where anonymous means anonymous and at some point they have to come forward and participate in the offer process. I have spoken to a number of groups, obviously I’ve met with Howard Milstein, Dick Jacobs, and others who are publicly identified, Chuck Dolan, and I’ve also met with a number of individuals who have expressed interest in the Browns franchise who are not public. Now how many of those continue to be considering this opportunity and how many go in other directions remain to be seen.

Question: (Narrowing of the list by August 19)

PT: No, no, we will not do any narrowing by the 19^th. As I say, we think there are a large number of very strong groups right now, we welcome their interest. It includes a wide range of people with experience in sports, including NFL football, and we want all of those publicly identified groups to have the opportunity to speak to the full ownership and there will be no narrowing as we go into August 19.

Question: (When will bidding take place and in what form)

PT: The bidding process will be in phases and it will commence in August and we made it clear to the ownership, the membership that this process will be concluded we will be selecting the Cleveland Browns owner in the first half of September. We’re on target to get it done in the first half of September about the time we’re kicking off the season.

Question: (Inaudible)

PT: No, not before the 19^th

Question: (Regarding concern with the addition of Carmen Policy)

PT: I certainly don’t have that concern and I don’t see the basis for the concern. A number of these groups have strong connections to the National Football League. Don Shula obviously being the winningest coach in history and only recently having stepped down as the head coach of the Dolphins. Mick McCormick is involved with one of the groups and of course he’s not only a Hall-of-Famer with the Cleveland Browns but headed up Jerry Richardson’s efforts in Carolina as the Club President of the Carolina Panthers. Paul Warfield, Calvin Hill and others are involved, Jim Brown. So I think the surprising thing would be the opposite of what we have. If there weren’t people with experience in the National Football League two things would follow. "A" we would be surprised and "B" we would be concerned because we wouldn’t have the requisite type of groups, the types of experience in the mix. So I think it’s a plus that all these people are involved, including Carmen Policy and obviously his decision grows out of the situation he was in San Francisco as well as the uniqueness of this opportunity in Ohio where he grew up and practiced law.

Question: (Can you comment on these projections of billion dollars)

PT: I could but I’m not going to because I don’t think that it serves any purpose. You know the process here is going to be professional managed and probably I could ask Eric Grubman to get up and maybe respond to one or two of your questions. We have a professionally managed process here we’ve got an outstanding committee small committee know in place to work with me, with our office, with our investment advisers, banking advisers to manage this process fairly and not to make it into a, no offense intended, media circus.

Question: (What is the role of the NFL Expansion Committee)

PT: Well the expansion committee is going to work very closely with me, with Goldman Sachs, as much as our broadcast committee would work on our television negotiations, as much as our CEC would work with us on labor negotiations. So they’ll be involved day to day, week to week, conference calls, advise, perspective and so on. At the meeting on the 19^th of August I’m sure that we’ll be further defining the role of the committee in the concluding phase of the process leading to a decision in September. So, committees in place and they’ll start working with us immediately. A number of these owners have been on our special committee, so they have been involved up to now. Bill Ford was not on that committee but will be involved here, so I think this is a good mix.

Question: (Inaudible)

PT: We haven’t defined that yet. As I said the committee is going to be involved in the process and that the 19^th of August, we’ll make certain what their role is in the concluding phases. I don’t think they’ll be picking one and excluding others. That’s not the role of the committee. The role of the committee is to bring business judgment to the selection process.

Question: (Time constraint with selection process, any narrowing)

PT: I think the only narrowing that will take place will be decisions that people make that others are prepared to pay more for the Cleveland Browns or have a stronger interest in getting in the NFL or that type of thing. As I said before we feel we have a very really deep pool of well-qualified people right now. We don’t see any need for narrowing.

Question: (Inaudible)

PT: Well, we told the owners today that they should continue to be open to have meetings. Again it comes back to the point that I made earlier, meetings between NFL owners and groups at this time are in their mutual best interest because they get to know each other better. Our owners get to know who the applicants are, how they think, how they plan, how they envision running the Cleveland Brown franchise and the applicants can get a perspective of our owners as to where the league is now, what is the television contract mean, what is the labor-peace mean, what is this expansion stocking plan mean, what is the tradition history of the Cleveland Browns mean in terms of ownership of this team. So again, I think those kind of individual meetings which I would expect to continue at least up until the league meeting on August 19^th makes sense for both sides.

Question: (Number of bids that Africans will make)

PT: That’s an area where we’re still wobbling our thoughts. It would be a multi phase type process.

Question to Eric Grubman (Goldman Sachs): (Have you ever been involved in such a large professional sports process)

Eric Grubman: The answer that I was getting to is that yes, I and my firm have been involved in countless situations involving sports franchises, media, and manufacturing. They are very common elements and common themes that arise out of competitive bid processes. I might try if I may to strip a little bit of the mystery away and in so doing with all do respect I’m going to modify a little bit what Commissioner said with respect to narrowing the field. There will be two methods by which the field is narrowed between now and potentially the 19^th. The Commissioner alluded to anyone who self-selects because they feel like they can’t or don’t wish to be competitive, obviously we have little control over other than to state emphatically that this is an open and fair process. It is highly competitive and it’s an absolutely wonderful asset to sell. We don’t think that self-selection out of the process is going to occur, it’s quite to the contrary. We’re fielding countless inquiries from potentially interested parties, many of whom are highly qualified financially.

The other method by which potentially the field will be narrowed prior to the 19^th is that if the number of potential applicants becomes overwhelming in terms of our ability to provide them with necessary information to be competitive in the final analysis so to speak. There will be a mechanism employed at that point in time or prior to it to narrow the field. But that will be purely based on the types of things that you would expect it to be, principally conformance with NFL policies and the level at which they are interested in competing from a financial perspective.

PT: Lenny, on your question, I think it’s no secret that when Bob Kraft bought the Patriots from Jim Orthwein, Goldman Sachs was involved representing the seller and Eric was involved. And that’s just one example.

Question: (Regarding minimum bid)

Eric Grubman: No, there’s been a series of discussions, there’s been some speculation about a minimum bid. Any minimum level that is set would purely arise out of the competitiveness of the process therefore, you in this room should not expect the publication of a minimum bid or anything like that. In conducting a fair and even handed process, we don’t in any way want to talk about one parties bid versus another or make someone seem like they’re providing information to potential competitors. And that is really the reason for the secrecy and nothing more complicated than that.

Question: (Inaudible)

Eric Grubman: That is really an excellent question and the answer to that is emphatically is yes. The League staff, although they may not enjoy it at the moment are literally joined at the hip in terms of fielding inquiries, providing information, and literally putting a wonderful foot forward on what I said was a wonderful asset. Where does it become overwhelming? That’s a subjective judgement that the League will make with our advice in the coming weeks. And again it’s not meant to be at all secretive and in stripping away the mystery we’re are going to run a process where we provide more detailed information, face to face meetings with League staff and Goldman Sachs over a period of a couple of weeks time. And I think you could come up with a thumb rule yourself as to how many potential parties we could entertain over a couple of weeks if you have to spend a substantial number of hours in any given day with one party on an exclusive basis.

Question: (Inaudible)

Eric Grubman: I’m not surprised that the price is being paid because these are wonderful assets, there’re exceedingly scarce, they provide tremendous value to the owners well beyond the economic value. I think your comparing, in looking at a pure financial analysis, your comparing something which in fact is very different. The intangible benefits of owning one of these franchises is immense. Just as people pay a certain amount as a standard multiple for one asset and twice or three times for another asset because of it’s scarcity and because of the intangible benefits, that is the type of asset that is represented by a sports franchise. And I would hesitate to describe them as sports franchises, I think they are entertainment franchises. And they are exceedingly powerful in their markets and they have exceedingly exciting growth prospects as well.

Question: (Inaudible)

PT: It’s something that we’re still discussing

Question: (Are you going to make the stocking plan public)

PT: Yes, we have a release here today that describes it in detail.

Question: (Inaudible)

Eric Grubman: Having spent several hours now with the committee and an additional hour or so with thirty voting owners, if I’m getting the number right. I would simply say this-- winning this is a matter of conforming with the applicable policies of the time at the NFL. And from a competitive standpoint putting the best financial foot forward. There are disqualifying features that people have to deal with. At the end of the day there are features other then price. I can assure however in establishing an open and level playing field the primary feature for establishing front runners in this is indeed value.

Question: (Could you spell your name and give your title)

Eric Grubman: It’s Eric Grubman, G-R-U-B-M-A-N and I’m the Managing Director of Goldman Sachs.

Question: (Is there a deadline)

Eric Grubman: Perhaps I can field this as the last question for Goldman Sachs. There is no established deadline, there are obvious intentions to make the process conform to something that is reasonable and can be handled. But if you put your self in the shoes of one of the thirty owners who get the direct benefit of competition we will not arbitrarily exclude a late entrant, who in all other respects is qualified. If the owners wish to exclude the late entrant that will be up to them, it is not up to Goldman Sachs.

Question: (Will final bid be more than what the franchise is actually worth)

Eric Grubman: No… When something has tremendous intangible value to the owner, it’s worth what the owner will pay. And I think if you’ve look at the escalating values of in the entertainment, and in particular the sports arena, you know that what the last owner paid is not necessarily what is worth today.

I want to go back and modify because I may have left you with a misimpression in terms of late entrance. You may have noticed that we’re not establishing fixed dates for a first round bid and first dates for a final bid and fixed dates for a final negotiation. We will however establish those dates and communicate them to all applicants at the same time. And when we do establish a date we will adhere to it unless something arises which forces us and league to change. So in keeping it open to late entrance, there is absolutely no intention to disadvantage the early entrance. It’s simply to make it available to all qualified applicants in a time frame which is reasonable to select a new owner in the first half of September.

Question: (Inaudible)

PT: There was a lot of debate on the stocking plan within the CEC in the past two months. What do I mean by a lot? I would say we had maybe half a dozen meeting either in person or by conference call. And many of them went on for several hours and we pulled together a lot of information about the draft in the last 10 years and how did it work there were concepts about lottery type drafts involving supplemental picks and things like that. I terms of dissent, once the CEC looked at everything and reconstructed how Carolina and Jacksonville had built their teams and recognizing the element of skill that went in there. Coaching with Tom Coughlin and Don Capers and so on, there was quite a wide consensus and very little disagreement that this was a very good plan built on what we had done with those two teams and was going to enable this team to launch real well. Today we just made the presentation it was the CEC’s decision there were few questions. Carl Peterson and others had some questions but no disagreement here either.

Question: (Is everything going well, does anything concern you)

PT: No, I think that we are right on schedule and I think we’ll continue to stay on schedule and think it’s going to be outstanding for the fans, for Cleveland, for the whole effort to restore the Browns franchise. I think the process is working well. We had a very good consensus today among the owners on everything that we presented.

Question: (Inaudible)

PT: "A," I don’t know what a house deal is, there is no house deal. And "B" it couldn’t be clearer that this is an open process and that as I said before, a number of the groups have connections with the National Football League and with National Football League talent and that’s all to the good.

PT: I think that the one thing, which I commented on last week, was the endorsement of the Mayor. But there again, as I said last week there is strong partnership with the city here, there’s deep respect for the Mayor as this process has worked out, but it has always been clear from the time we reached this agreement that the selection of the owner would be the League’s decision and people understand that and that’s going to be the reality. I think the beauty of this partnership is that we have a strong common interest, which is launching this franchise right for the fans in Cleveland. The city’s doing it’s part, we’re doing our part and we have the same objective and therefore it’s going to work well.

PT: Thank you