SF 2

2nd Engrossment - 80th Legislature, 1997 3rd Special Session

Posted on 12/15/2009 12:00 a.m.

  1.1                          A bill for an act 
  1.2             relating to professional athletics; allowing the 
  1.3             governor to purchase the Minnesota Twins on behalf of 
  1.4             the state; providing for the sale of the Minnesota 
  1.5             Twins to a Minnesota corporation if the corporation 
  1.6             satisfies certain conditions; requiring certain 
  1.7             provisions in the articles of incorporation of a 
  1.8             corporation seeking to acquire the Minnesota Twins; 
  1.9             authorizing issuance of stock; appropriating money.  
  1.10  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.11     Section 1.  [DEFINITIONS.] 
  1.12     The definitions in Minnesota Statutes, section 473.551, 
  1.13  apply to the terms used in sections 2 to 4. 
  1.14     Sec. 2.  [PURCHASE OF MINNESOTA TWINS.] 
  1.15     The governor acting as a corporation sole, with the 
  1.16  approval of a majority of the full executive council, after 
  1.17  consulting with the legislative advisory commission as provided 
  1.18  in Minnesota Statutes, section 3.30, may purchase the Minnesota 
  1.19  Twins on behalf of the state.  The purchase shall be contingent 
  1.20  on the state making an agreement by January 20, 1998, with a 
  1.21  third-party management group to own and operate the Twins as a 
  1.22  private business corporation formed for the purpose, among 
  1.23  others, of having a public offering of Twins' stock to Minnesota 
  1.24  residents of an interest at least substantial enough in terms of 
  1.25  voting percentage to prevent the Twins from leaving the state of 
  1.26  Minnesota if those acquiring stock through the public offering 
  1.27  vote as a block.  The amount necessary up to $86,000,000 to 
  2.1   acquire the Twins under this section is appropriated to the 
  2.2   governor from the general fund. 
  2.3      Sec. 3.  [RESALE TO MINNESOTA BUSINESS CORPORATION; 
  2.4   CONDITIONS.] 
  2.5      If a corporation formed under the Minnesota Business 
  2.6   Corporation Act, Minnesota Statutes, chapter 302A, as described 
  2.7   in section 2, having satisfied a majority of the executive 
  2.8   council as to its good faith and financial viability, offers to 
  2.9   purchase the Twins subject to the conditions in sections 2 to 4, 
  2.10  the governor may sell the Twins to the corporation for not less 
  2.11  than the state's purchase price. 
  2.12     Sec. 4.  [PROVISIONS REQUIRED IN ARTICLES OF 
  2.13  INCORPORATION.] 
  2.14     A corporation seeking to acquire the Twins must have in its 
  2.15  articles of incorporation the following provisions: 
  2.16     (1) the corporation must have a board of directors of no 
  2.17  more than 30 members.  The governor must have the authority to 
  2.18  appoint ten percent of the membership of the board of directors 
  2.19  on behalf of the state, but not less than one member.  The 
  2.20  management group must purchase a 25 percent stock interest in 
  2.21  the team.  In consideration for purchasing the 25 percent 
  2.22  interest in the company, the management group is entitled to 50 
  2.23  percent of the board members.  The remaining 40 percent of board 
  2.24  members must be elected by the other shareholders; 
  2.25     (2) there can be no sale of the Twins franchise or assets 
  2.26  without approval of 75 percent of the shareholders.  In 
  2.27  addition, even after shareholder approval, the state must have a 
  2.28  transferable first right of refusal to match any purchase offer 
  2.29  for the Twins; 
  2.30     (3) no shareholder, other than the management group, may 
  2.31  own more than one percent of the outstanding shares of stock; 
  2.32     (4) all shareholders must be Minnesota citizens, 
  2.33  corporations owned solely by Minnesota residents, or state or 
  2.34  local governments; 
  2.35     (5) there will be only two classes of common stock, with 
  2.36  one class being owned by the management group, and one class 
  3.1   being owned by other shareholders, provided that both classes 
  3.2   will be voting stock; 
  3.3      (6) the corporation would be prohibited from long-term 
  3.4   borrowing, except: 
  3.5      (i) to build a new baseball stadium and other capital 
  3.6   improvements; or 
  3.7      (ii) upon approval by a majority of shareholders; 
  3.8      (7) articles of incorporation cannot be amended without 
  3.9   approval of two-thirds of the shareholders; 
  3.10     (8) the corporation is authorized to issue up to 10,000,000 
  3.11  shares of stock.  Two million shares will be issued initially.  
  3.12  Twenty-five percent of the issued shares shall be sold to a 
  3.13  single management group for the state's original cost to acquire 
  3.14  the Twins.  The management group must pledge to maintain 25 
  3.15  percent of all shares whenever issued.  The remaining 75 percent 
  3.16  of the initial issuance of shares shall be sold by public 
  3.17  offering.  The public stock offering must seek to raise 
  3.18  additional capital of at least $300,000,000; 
  3.19     (9) shareholders may have priority over nonshareholders for 
  3.20  purchasing season tickets; and 
  3.21     (10) the corporation must use some or all of its money 
  3.22  raised in its initial offering to build a major league baseball 
  3.23  park that may include a retractable roof in the metropolitan 
  3.24  area for use no later than the first game of the season in 2003. 
  3.25     Sec. 5.  [EFFECTIVE DATE; CONTINGENCY.] 
  3.26     Sections 2 to 4 are effective the day after final enactment.
  3.27  If the conditions necessary to implement the sale of the Twins 
  3.28  to the state and the resale to a corporation described in this 
  3.29  act do not exist before April 1, 1998, such that the initial 
  3.30  stock offering to the general public can begin before July 1, 
  3.31  1998, sections 2 to 4, expire.