You probably weren't at the Orange Bowl on June 24. You probably spent that Saturday rejoicing at the end of a week of torrential rain. Maybe you went to the beach, or headed out to a park for a picnic. There's a good chance you were at home, using a blow dryer to dehydrate your living room.

In any event, you probably missed the Canadian Football League's debut in Miami. Under a gray but rainless sky, the Birmingham Barracudas lost to Baltimore in a game of football the likes of which the Orange Bowl had never seen. The field was 110 yards long, a good fire truck longer than normal. The field was wider, too, by eleven and a half yards. There were twelve men to a team instead of eleven, and three downs per possession instead of four. That's right - on the turf where Joe Namath won his Super Bowl, where Bob Griese led the Dolphins to an undefeated season, and where Bruce Dern crashed his blimp in the movie Black Sunday, a huge red maple leaf was stenciled onto the turf, right on the 55-yard line.

The thought of such a heretical game being played in such a football shrine was anathema to most Miamians, who avoided the event as if it were a bad vaudeville show -- unnecessary entertainment in an entertainment-rich city. Why invest the time and effort to see second-rate Canadian football when the legendary Hurricanes and the revered Dolphins (of the truly professional National Football League) beckon for your attention. And on that pleasant Saturday evening after the interminable rains, you surely had something better to do. You probably weren't there.

Or maybe you were. Maybe you were in the surprisingly large announced crowd of 20,250 -- an attendance figure so unbelievable that most reporters covering the game flat out didn't believe it. Maybe you were bused in with your church group or your youth group or your summer camp or some other organization that was showered with free tickets. Maybe you were one of the very few people who actually paid to attend the game.

More than likely, though, if you were there, you were a person who had some stake in the outcome, a person such as Miami Mayor Steve Clark, City Manager Cesar Odio, or City Commissioner Victor De Yurre, the leadership cadre desperate to find something, anything, no matter what the cost, to occupy the stadium and fill the void left by the Dolphins (who split in 1987) and the collegiate Orange Bowl event (set to split after one more post-season extravaganza).

Canadian Football League commissioner Larry Smith also was there, along with other league executives, most of whom spent the bulk of the game in the VIP box high above the stadium, eating cubes of cheddar cheese, drinking from the free bar, and watching the crowd more than anything, trying to determine if their financially shaky league could make it in Miami. It would be nice to have a team in such a major market instead of in typical small-time Shreveport or Regina, Saskatchewan. A Miami team could certainly help the league get the network TV contract it needs to survive. But a Miami squad would also be the first CFL team to compete for fan interest head-to-head against an NFL team. Could it be done? Was there room for both?

Bruce Frey was there, of course. He is the eternally tan Palm Beach Gardens millionaire who created this exhibition contest. In just five weeks, he found the teams, an airline to fly them down, and hotels to put them up. Working full-time on the project, he rounded up sponsors and seduced City of Miami officials so completely that they gave him the Orange Bowl free of charge. The game was broadcast on cable TV to 23 million potential viewers.

Frey cooked up the idea of such a game because he needed to show Commissioner Smith that the CFL could work in Miami, a crucial test in light of the fact that Frey needed to own a football team. Owning a professional sports franchise would give him something to do in semi-retirement besides hanging around his Palm Beach Gardens home playing with his three dogs. And he adored football.

He had dreamed of owning a professional football team since he was a kid on Chicago's South Side, watching such Monsters of the Midway as linebacker Bill George and tight end Mike Ditka play for the Chicago Bears. The desire intensified dramatically with age and the accumulation of wealth and was frustrated by two failed efforts to buy the Miami Dolphins and another to purchase the Tampa Bay Buccaneers. Despite those setbacks, the commanding sense of purpose that helped Frey make millions in the obscure but lucrative field of distressed real estate also kept him focused on the goal of ownership. Even if that meant the crazy Canadian Football League; even if the conventional wisdom held that the league will not, cannot, make it in Miami; even if people began publicly questioning his sanity. He was going to own a football team. It was going to be called the Miami Manatees. It would play in the Orange Bowl. And it would be a success.

From the moment Frey announced that an exhibition game would be held in the Orange Bowl, attendance was the principal issue. If he could draw a large crowd to the stands, he could more easily convince the CFL that Miami was ready for its peculiar brand of football. Frey did what he could to ensure a good turnout: All proceeds would be donated to the surviving victims of the Oklahoma City bombing; kids who brought a get-well card for Oklahoma would get in free; and, for safety's sake, 35,000 free tickets were handed out. "If only 7000 people show up," Frey said a day before the event, "I'll be at the corner bar knocking back a drink."

Most of the freebies were given to Miami city employees and to any businesses associated with the game. Frey boasted about the level of corporate support, but judging from the posters that lined the playing field, that didn't stretch much past the radio-station variety: Continental Airlines, which flew the teams down; the Eden Roc Hotel, which hosted one team; and Kenny Rogers Roasters, which provided the garlic potatoes for the press, received one poster apiece. Most of the posters touted the City of Miami or the International Trade Board or some other governmental body. The major private sponsor was PacifiCare, the fourth-largest managed health care company in the nation. For $30,000 PacifiCare got its name printed on the tickets and was allowed to make an announcement at halftime. "The sole attractive piece to me was the link to charity and the link to Oklahoma," said Rich Harris, a PacifiCare vice president. "It was more along those lines than the merit of the CFL at this moment."

The saturation of the market with free tickets was obvious outside the stadium only minutes before kickoff. Scalpers had surrendered long before, realizing that not even three dollars was cheap enough for the fans. Dozens of men attempted to unload scores of tickets they'd picked up at their places of work. "Anybody need tickets? Anybody want tickets?" shouted Frank, an older man wearing a white Notre Dame baseball cap. He stood at the west end of the stadium. "I can't give 'em away," he lamented, adding that Canadian football is an exciting game. "This will catch on some day, but I don't know about down here. They've already got the Dolphins."

A few yards away, another man -- an employee of the Miami parks and recreation department -- nearly harassed passersby into taking some tickets off his hands. "I had a busload of 119 kids that were supposed to be here," he grumbled, "but only two showed up."

Maybe the kids simply didn't want to see Canadian football, a watered-down cousin of the NFL. Founded in 1891, the Canadian Football League is one of the oldest professional sports leagues in existence. It is also one of the oddest. Its legendary teams are in remote locales such as Winnipeg and Edmonton. The league's star players are NFL washouts such as Doug Flutie and his brother Darren. Two CFL teams share the same nickname, while one team doesn't have a nickname at all. One franchise actually drafted a player who had been dead for several months.

In the late 1950s, the CFL was roughly equal to the National Football League in both the number of teams and attendance rates. Then the NFL signed on with CBS television, which helped make it the premier sports league in the world. Without a network contract, the CFL drifted into obscurity. Once popular teams like the Edmonton Eskimos saw their season-ticket sales drop from 52,000 in 1983 to only 15,000 last year. The Montreal team folded. Teams in Toronto, Ottawa, and Regina threatened to follow suit.

Larry Smith was given the task of saving the enterprise. A former running back for Montreal, Smith was working as an executive at the Labatt's Brewing Company in 1992 when the league named him its new commissioner. He accepted the job with a mandate for growth. Expansion remains critical to the financially strapped league because each new team kicks in three million dollars as a sort of initiation fee, money that is then used to prop up the struggling Canadian clubs. The more new teams, the more money there is to go around. In 1993, recognizing the limits of growth within Canada, Smith decided to expand into the United States. Franchises were awarded over the next two years to Las Vegas, Sacramento, Baltimore, Shreveport, Birmingham, and San Antonio.

Since then, the first two American franchises have moved or folded. And the nicknameless Baltimore club, considered the big success story because of its league-leading attendance last year, actually lost more than a million dollars and padded its gate by giving away more than 10,000 tickets every game.

The owner of the Las Vegas Posse never bothered to conduct any market research and as a result didn't know that Las Vegas is a horrible sports town. He budgeted for sellouts every game at the 32,000-seat Sam Boyd Stadium. He spent thousands of dollars he didn't have on advertising. He even spent $100,000 just for the rights to negotiate with Charlie Ward, the Heisman Trophy winner from Florida State University. (Ward chose to play basketball for the New York Knicks instead.)

Because of such mismanagement, the Posse folded after only one season. In the draft that disbursed the Posse's players around the league, the Ottawa Rough Riders selected a guard named Derrell Robertson, unaware that Robertson had died in a car crash months earlier. "I don't know how it happened," Ottawa coach Jim Golstrap told reporters.

It was about this time that Bruce Frey was flipping around his cable TV and ended up clicking on ESPN2 and a Canadian Football League contest. He noticed that this version of the game was faster and generally more exciting than NFL games. He also noticed A and this was most important -- that the Las Vegas Posse was available. Through the flickering glow of a television screen, Bruce Frey saw his destiny.

It goes without saying that Frey is a devoted football fan. He believes the sport teaches discipline, teamwork, friendship, and a host of other positive character traits. At the Harvard School for Boys in Chicago, an elite private high school, he played for the team as a lineman. After graduation and some time in the Marines, he joined the offensive line at tiny Guilford College in Greensboro, North Carolina. Frey would have graduated with the class of 1964 had he not dropped out after two years. "He was well liked by the other football players and he had a good collegiate sense of humor," says Gordon Soenksen, the college's chief fundraiser. "Let's just say that he and his friends enjoyed their college time."

Frey, who is a generous financial supporter of Guilford and its football program despite not being a bona fide alumnus, says he dropped out because of a broken leg. He couldn't play football any more and he was eager to make a living, so he moved back to Chicago. He and his young wife moved into a model home and earned money by showing it to prospective buyers. Frey's real estate career was born.

He hooked up with Downs Mohl & Company, one of the first property-management firms in the nation. From an entry-level position, Frey says he worked enough late nights, early mornings, and long weekends to eventually become the company's president and principal shareholder.

At his own company, formed in 1975 and named the BJF Group in his honor, Frey earned a solid reputation for rescuing the real estate holdings of struggling savings and loans, insurance companies, and government agencies. The reputation paid off in the Reagan-Bush Eighties as the BJF Group secured lucrative contracts with the Federal Savings and Loan Insurance Corporation and the Resolution Trust Corporation.

Frey's ties to South Florida began in 1980, when he and some partners purchased the Village of Kings Creek apartment development in Kendall and converted it to condominiums. He lived in the city briefly before buying a winter home in Palm Beach Gardens. The winter home became the permanent home about three years ago, Frey says, when his asthma was so irritated by Chicago pollen that he was occasionally hospitalized.

As his business prospered and grew, Frey pulled back from its daily operations, worked on his tan, and began looking for other opportunities to exercise his considerable energy.

"Sometimes, when you get to my age, making money doesn't seem that important any more," he says. "I'm 54 years old. I've made my way. I'm done. But maybe I can still leave my mark on society."

As he looked for a way to leave his mark, he also looked at what he loved: football. He maintains season tickets to the Bears and the Dolphins. Probably his best friend in the whole world is Liffort Hobley, the former Dolphin he hired to tutor his son Brian as a cornerback. Frey's favorite current Chicago Bears player is kicker Kevin Butler, largely because they once did some business together. It's great hanging around these men of grace, agility, and ability, basking in the palpable electricity of their presence. Frey will never forget the buzz in the crowd the day he brought his idol Mike Ditka to a Dolphins game. People swarmed around the former player and coach, eager to touch him and talk to him.

This is what Frey wanted. And so he decided to buy the Miami Dolphins.
Joe Robbie, the Dolphins' original owner, died in 1990, and his wife followed him not long after that. The deaths left the Robbie children an NFL team, a stadium, and nearly $50 million in inheritance taxes. After fractious debates about how to proceed, the family members decided they had to sell. On June 14, 1993, Frey and his Boca Raton partner, industrialist Nelson Peltz, signed a letter of intent to buy the team. It was that simple.

Or maybe not. By July 30 the proposal had collapsed, no explanation given, but those close to the deal recognized the fingerprints of Wayne Huizenga. The trash hauler turned sports mogul had crept into the Dolphins picture soon after Joe Robbie's death, when the disastrously high taxes came to light. Huizenga provided financial assistance to the family; all he asked in return was half of Joe Robbie Stadium, a measly fifteen percent share of the Dolphins, and one tiny extra: the right of first refusal should the team be put up for sale, which meant he had the option of matching anyone else's bid for the team.

The Dolphins were still for sale, despite the unexplained failure of Frey's first effort. Undeterred, he tried again, this time with a new partner, commodities trader John Henry. Together they bid $142 million for Dolphins ownership. Some members of the Robbie family heatedly lobbied their brother Tim, the team president, to accept the high offer, and to give each of them a few extra dollars to play with. But on this bid, Huizenga's presence was out in the open. The video king wanted to secure the stadium for his Marlins baseball team, so he took his option for the team and also purchased the remaining 50 percent of the stadium. Huizenga became the first man to own professional sports teams in three of the four major leagues. Frey owned sports teams in none of them.

At what could have been Frey's lowest moment, a man in Tampa died. His name was Hugh Culverhouse and he owned the Tampa Bay Buccaneers, of the National Football League. Culverhouse was practical; he didn't want the sale of his team to tear apart his family the way the sale of the Dolphins had torn apart the Robbies. Culverhouse put the team in a trust designed to transfer ownership smoothly.

Frey found yet another partner and once again set out to leave his mark. With a concentration that bordered on madness (Frey admits he spent "every minute of the day" considering the deal), he attempted to buy the team. But the bidding, which reached $191 million, was out of his league. Frey was a three-time loser.

That's why, as he flipped through the cable channels one evening, the sight of the Canadian Football League was so alluring. Frey could purchase a team for only three million dollars. He could try to move the Las Vegas Posse down here or put in a bid for one of the many expansion teams. Through the CFL, he could find something to do with himself.

If everything were to go according to plan, the Miami Manatees would take the field in June 1996. And they would be Miami's own team, Frey says. While every other sport in South Florida seems to be moving north to Broward County, the Manatees would swim against the tide by staying in the heart of the city. Frey would call the team the Manatees -- those lumbering sea cows best known for running into motorboat propellers -- because they are local. A friend already designed a logo, a manatee holding a football under its right flipper. "We're not too thrilled with the logo choice," CFL Commissioner Larry Smith admitted as he pointed to a Manatees poster in an Orange Bowl elevator. "Look at that guy. There's no way he's going to run very fast."

Before the Manatees could run at all, they needed a stadium. That was a no-brainer. In March, Frey approached then-Orange Bowl stadium manager Max Cruz to see if the city might be interested in helping bring a new football team to Miami. This was roughly the equivalent of bringing a keg of malt liquor to an AA meeting. Miami has been desperate for a tenant at the Orange Bowl, long one of the area's most identifiable landmarks, as well as an economic engine.

The stadium opened in the early 1930s as the 4000-seat Wooden Bowl. In 1937 the federal government transformed it into the concrete-and-steel Orange Bowl, a name that became synonymous with the New Year's Day football game that had been added to the Festival of the Palms to bring tourists to town a month earlier.

Professional football's first team to inhabit the bowl failed miserably. The Miami Seahawks lost every game in their inaugural 1946 season and moved immediately to Baltimore, where they became the Colts. The Miami Dolphins, who began to play in the Orange Bowl in 1967, had more success. For twenty years they were one of the best teams in pro sports, winning Super Bowls and making Miami a championship town.

Then they left. Dolphins owner Joe Robbie, tired of waiting for improvements to the Orange Bowl, built his own stadium near the Broward County line. The structure included luxury skyboxes, modern lockers, updated electronics, and such other amenities that the National Collegiate Athletic Association pressured the Orange Bowl Committee to move its annual game there as well, beginning January 1, 1997.

Now city officials were ready to throw themselves at the Canadian Football League. Not only were they eager to let Frey use the stadium without charge for the exhibition, they also were willing to waive any rent for the next three years should he snag a CFL team. "We are willing and able [to host the CFL] if the league wants us and if Mr. Frey works out the finances," Miami City Manager Cesar Odio told reporters. "Miami is behind the effort 100 percent, both in the political and civic realm." Adding to that ringing endorsement was the Greater Miami Chamber of Commerce, which formally made the acquisition of a CFL team a top priority.

For the exhibition game, the International Trade Board kicked in some money. So did the Sports and Exhibition Authority. The city, the county, and other governmental bodies handed over more than $150,000 of taxpayers' money, according to City Commissioner Victor De Yurre, chairman of the Sports and Exhibition Authority. "We might take a bath with this game, but it's something we have to do," De Yurre said. "We're trying to bring events into the city."

The money spent on the exhibition is only a fraction of what it would cost to maintain a Canadian League team, judging by the experiences of other CFL cities. For example, Baltimore charges its CFL team virtually no rent at Municipal Stadium, and after only one season, city and state authorities contributed nearly two million dollars in improvements, despite the team's losing money and despite a sharp drop in the number of season tickets sold. "It's not profitable, no," says Molin Perit of the Baltimore Department of Recreation and Parks. "But we're pleased because it is such a huge facility and somebody is occupying it."

Because Canadian football is played on a wider field than is the American version, renovations are necessary at a number of stadiums where expansion teams play. The Orange Bowl, because it is being remodeled to accommodate a wide Olympic soccer field next summer, will not have to incur this cost, but that doesn't mean there won't be other, CFL-specific expenses. Birmingham, Alabama, also an Olympic soccer site, has spent $200,000 in renovations for the Barracudas alone.

Despite these figures, Frey has convinced Miami officials that the Manatees will be a moneymaker. Using highly optimistic and unscientific attendance projections of 25,000 fans per event (which would make Miami one of the most popular teams in the league), Frey predicts the city will earn $625,000 per year in concession and parking proceeds. Commissioner De Yurre, in a television interview a day before the game, bumped that estimate up to two million dollars per year. (Later he admitted his estimate was not necessarily accurate. "If it's not two million dollars, it's one and a half million dollars," he said. "We're looking at making a good chunk of money over the next ten years.")

Allen R. Sanderson, a University of Chicago professor who teaches the economics of sports, noted in a recent interview that sports teams actually provide few economic benefits to a city. Most of the money generated by such teams is local money, he explained, which Miamians would have spent in Miami anyway. "A lot of expenditures are largely substitutions in a family's recreation budget," Sanderson said. "If I'm going to watch a pro football game or whatever, I just won't play golf that afternoon. This is where the Chamber of Commerce gets into the biggest trouble. Every report of ticket sales and beer revenues is a decrease someplace else."

Beyond the dubious economic benefits of hosting any team, Sanderson worries about how well the Canadian league would draw in a locale that already has an NFL team. People pay to see the best, he said, and they tend to ignore anything less. To illustrate his point, he turned to Denver, where the Zephyrs, the top minor-league baseball team of the Milwaukee Brewers, played their home games in Denver's Mile High Stadium. Two years ago, when the Major League Colorado Rockies replaced the Zephyrs in Mile High, attendance increased tenfold. "It was kind of staggering to me that there was that much more interest between Triple-A and Major League baseball," Sanderson said. "It suggests that if a CFL team were to come into Miami and participate against the Dolphins and against the Miami Hurricanes football teams, well, my guess is they won't draw worth a darn."

But Frey and city officials stubbornly believe there is an untapped market of fans in Miami willing to pay about fifteen dollars to watch professional football in the Orange Bowl. The Manatees would play a summer season with little overlap on the Dolphins, who start in the fall. According to Frey and his supporters at city hall, if the Manatees were stocked with former Hurricane, Seminole, and Gator players, they could do fantastically well. Of course, Frey and his advocates have no research to back up that belief; they are simply convinced it will work.

That conviction might have been put to the test at the exhibition game (a snoozer won by Baltimore 43-0), where the attendance figures became a matter of controversy. Early in the second quarter, a city official casually estimated there were about 12,000 people in the stands. Several reporters in the press box did double takes. "That is nuts," said one. There only appeared to be about 8000 people in the stadium, perilously close to the figure Frey said would send him drinking at the corner bar.

The official attendance was announced late in the fourth quarter. When a voice over the P.A. put the number at 20,250, loud sarcastic jeers rained down from the press box. "That's hysterical!" howled one reporter. "Maybe they counted the homeless people within a three-block radius of the stadium," said another. "I guess the attendance was calculated using the Canadian exchange rate," joked a third. One reporter called a stadium official to see if the security guards and other stadium workers had been included in the total. They had been.

Frey maintained his enthusiasm, if somewhat defensively, after the figures were announced. And he kept his zeal even after the Sunday papers lampooned the game and mocked the turnout. Sports writers can think what they want, he said; they get paid to be controversial. "The only person who has to be satisfied with the crowd estimate is me," he insisted. "And I'm satisfied." He did agree that the attendance figures were probably inaccurate. "What's the difference -- 20,000 fans, 16,000 fans? There were a lot of people at the game."

Before flying back to Toronto, league commissioner Larry Smith parroted the party line: The attendance was encouraging. He did not go so far, though, as to endorse the Manatees' entry into the league. "Do I support a team coming to Miami? We will go through due diligence and see if there is proper interest from the fans in Miami and if there is proper corporate support. I'm not unenthusiastic," Smith said unenthusiastically before slipping into a sports metaphor. "But right now we are in the first quarter."

The commissioner's neutral posturing was a rousing endorsement compared to the assessment of one member of the CFL expansion committee, who responded to a question about Miami's chances of landing a team by bluntly stating, "It's not going to happen."

Four days after the game, Bruce Frey sat at his desk in a Deerfield Beach office park. A white football helmet rested atop a cabinet, the helmet decorated with a Miami Manatees sticker. Pictures, postcards, and a T-shirt stuck to one wall depicted manatees swimming in the ocean. On another wall hung a full-color, framed blueprint for a championship ring Frey designed. The raised gold letters on the ring stated, "CFL Benefit Game. Orange Bowl. Miami Manatees." It was the kind of ring associated with a victory.

Manatee Central was up and running. Frey left a message for the owner of the Baltimore CFL team. He took a phone call from Commissioner Smith in Toronto. He told his assistant to order 100 Miami Manatee caps, each an award to the first 100 people who reserved season tickets.

So far only 75 people had qualified for a hat, and Frey needed to sell 10,000 season tickets before the league would even consider awarding him a team. Make that 12,500 tickets: Commissioner Smith called to bump up the total. Frey pleaded with the commissioner to be reasonable, to be fair, and not to make it easier for other cities such as Hartford or Columbus to get a team instead. Smith replied that Miami was a unique situation; with competition from the Dolphins, he said, "All bets were off."

In front of Frey's desk sat a television monitor playing a videotape of the exhibition game. At one point the camera scanned a relatively crowded section of the Orange Bowl. "Look at that! Look at that! Stop the tape!" he shouted to his assistant, who scurried to press the VCR pause button. "No, rewind a little. Forward. Okay, stop it there. Look at the crowd. And they said there was nobody there. Just look at that."

He appeared tired. His trademark tan seemed to have drained from his face. After five intense weeks of planning the game, the postmortem was unsettling. With October the vague deadline for winning or losing the opportunity to purchase a team, Frey said he planned to meet with Miami Herald publisher Dave Lawrence in an effort to ensure more favorable press coverage. "Then," he added, "I'm going to personally knock on the doors of every corporation in Miami to get them to buy some season tickets.

"I think in this town it takes a long while until everyone believes," he continued, exhaling and slowly rubbing his cheeks with his palms. "I believe right now. I'm going to get a team. It's going to happen.


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