STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION PETER JOHN CAVOTO, JR., on ) behalf of similarly situated ) class members, ) ) Plaintiff, ) ) vs. )No. 02 CH 18372 ) CHICAGO NATIONAL LEAGUE BALL, ) CLUB, INC., a Delaware ) corporation; and WRIGLEY FIELD ) PREMIUM TICKET SERVICES, INC., ) a Delaware corporation, ) ) Defendants. ) The deposition of MARK E. McGUIRE taken before Tina M. Alfaro, Registered Merit Reporter and Notary Public, taken pursuant to the provisions of the Illinois Code of Civil Procedure and the Rules of the Supreme Court thereof pertaining to the taking of depositions for the purpose of discovery at 11 South LaSalle Street, Suite 1600, Chicago, Illinois, commencing at 10:00 a.m. on the 27th day of January, A.D., 2003. 2 1 APPEARANCES: 2 BAUCH & MICHAELS, by MR. PAUL M. BAUCH 3 MR. KENNETH A. MICHAELS, JR. 53 West Jackson Boulevard, Suite 1115 4 Chicago, Illinois 60604 Phone: (312) 588-5000 5 On behalf of the Plaintiff; 6 SONNENSCHEIN, NATH & ROSENTHAL, by 7 MR. JAMES A. KLENK 8000 Sears Tower 8 233 South Wacker Drive Chicago, Illinois 60606 9 Phone: (312) 876-7934 10 On behalf of the Defendants. 11 ALSO PRESENT: Mr. Michael Lufrano, 12 Tribune Company 13 * * * * * * 14 15 16 17 18 19 20 21 22 23 24 3 1 I N D E X 2 E X A M I N A T I O N 3 WITNESS PAGE 4 MARK E. McGUIRE 5 Examination by Mr. Bauch 4 6 E X H I B I T S 7 EXHIBIT PAGE 8 A 31 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 4 1 (Witness sworn.) 2 WHEREUPON: 3 MARK E. McGUIRE, 4 called as a witness herein, having been first 5 duly sworn, was examined and testified as 6 follows: 7 EXAMINATION 8 BY MR. BAUCH: 9 Q. State your name, please. 10 A. Mark E. McGuire, M C G U I R E. 11 Q. And your home address? 12 A. 519 Orchard Lane, Winnetka, Illinois 13 60093. 14 Q. Your business address? 15 A. Chicago Cubs, 1060 West Addison, 60613. 16 Q. And when you use the term "Chicago 17 Cubs", is that a short term for -- 18 A. Chicago National Ball Club, Inc. 19 Q. If we use "Chicago Cubs" or "Ball 20 Club," we'll make reference to that corporation? 21 A. Correct. 22 Q. By whom are you employed? 23 A. I'm the executive vice president for 24 business operations for the Chicago National 5 1 League Ball Club, Inc. 2 Q. Are you an officer or director of the 3 Tribune Company? 4 A. No. 5 Q. Can you tell me all corporations in 6 which you serve as either an officer or 7 director? 8 A. Well, I am executive vice president of 9 the Chicago Cubs; I am the president of Wrigley 10 Field Premium Ticket Services; I'm the 11 president, I believe, of Diana-Quentin. I think 12 that's it for now. 13 Q. Are you a director of those 14 corporations too? 15 A. I am a director of Wrigley Field 16 Premium Ticketing. I am not a director of the 17 Chicago National League Ball Club, Inc., and I 18 am not sure on Diana-Quentin. I believe I am a 19 director. 20 Q. What are your primary job 21 responsibilities as executive vice president of 22 business operations for the Ball Club? 23 A. I'm responsible for the nonbaseball 24 activities, the business activities of the Ball 6 1 Club. So the departments that report to me 2 would be the financial accounting department, 3 stadium operations, everything to do with 4 running Wrigley Field, the ticket office, our 5 marketing department, marketing the Ball Club, 6 relationships with our contracted 7 concessionaires, and other business 8 relationships. 9 Q. Who reports to you -- Who's the next 10 layer down of financial accounting? Who would 11 be your department head, if that's the right 12 word? 13 A. The department head would be Jodi 14 Reischel, R E I S C H E L. 15 Q. Jodi is a woman? 16 A. Jodi is a woman. 17 Q. And the ticket office? 18 A. My direct report is Frank Maloney. 19 Q. Does the Ball Club pay you any salary? 20 A. Yes, they do. 21 Q. Are you a W-2 employee, you get a W-2 22 at the end of the year? 23 A. Yes, I do. 24 Q. Does Premium Tickets pay you any 7 1 salary? 2 A. No. 3 Q. Do you receive any form of compensation 4 from Premium Tickets, a director's fee, stipend, 5 anything like that? 6 A. No. 7 Q. Any fringe benefits paid by Premium 8 Tickets to you? 9 A. No. 10 Q. Your health insurance and benefits are 11 through the Ball Club? 12 A. Correct. 13 Q. What are your job responsibilities with 14 Premium Tickets? 15 A. Well, I'm ultimately responsible for 16 Premium Tickets. 17 Q. You're the decision maker? 18 A. I was involved in the idea, coordinated 19 activities in investigating whether the concept 20 was worth pursuing, led the team I put together 21 to investigate the feasibility of the concept 22 and then implement. I generally just am 23 responsible for the overall performance of the 24 business unit. 8 1 Q. Who was on the team that you just 2 mentioned that investigated the feasibility of 3 Premium Tickets? 4 A. I had a lawyer from Tribune Company. 5 Q. Who was that? 6 A. Michael Lufrano. 7 Q. Okay. 8 A. The head of my accounting financial 9 area, Jodi Reischel; Frank Maloney, who is the 10 director of ticket operations for the Chicago 11 Cubs; and Carl Rice, who is director of 12 information systems and special projects for the 13 Chicago Cubs. 14 Q. Is Mr. Guza on this team? 15 A. No. 16 Q. What are your job responsibilities with 17 Diana-Quentin, Inc.? 18 A. Diana-Quentin is an entity that we 19 purchased that owned the property west of the 20 ballpark with a car wash operation and a lease 21 to what was then a doughnut/hotdog stand retail 22 store. Diana-Quentin continues to run a car 23 wash, but we no longer lease the retail store 24 operation. Some nongame day parking, some 9 1 nonbaseball activities run through 2 Diana-Quentin. 3 Q. Would it be fair to say that this is a 4 real estate company that owns and manages and 5 leases real estate? 6 A. I don't think so. I think there are 7 just certain nonbaseball operations that are 8 Diana-Quentin. 9 Q. And as president you supervise those 10 operations? 11 A. Right. I'm ultimately responsible for 12 Diana-Quentin. 13 Q. Is Diana-Quentin paying you a salary, 14 any compensation? 15 A. No. 16 Q. Is there a written job description for 17 any of these positions you hold? 18 A. There was a written job description for 19 the executive vice president of business 20 operations for the Chicago National League Ball 21 Club at a point in time. 22 Q. How long have you held that position? 23 A. I've worked for the Cubs for 20-some 24 years, and I've had the current position for 10 10 1 plus years. I'm not sure. 2 Q. Who did you succeed in that position? 3 A. Well, that's a good question. 4 I think -- I don't know whether Don 5 Grinesco (phonetic) had the position and then 6 was promoted to president. 7 Q. Don or maybe someone else? 8 A. Correct. 9 Q. Is Don still the president of the Ball 10 Club? 11 A. No. The president of the Ball Club is 12 Andrew B. McPhale. 13 Q. Is he your direct superior or direct -- 14 A. Yes. 15 Q. You already touched on this. Whose 16 idea was it to organize Premium Tickets to 17 become a ticket broker? 18 A. It was my idea to put the group 19 together to investigate the feasibility. 20 Q. And did you have a meeting with this 21 group? 22 A. We had a few meetings to talk about 23 what was necessary to study the concept. 24 Q. Do you remember approximately when the 11 1 first meeting was? 2 A. I really don't know exact dates. I 3 know that as we were going through the summer of 4 2001, we would have been preparing so that -- In 5 our cycle with the Chicago National League Ball 6 Club, our planning meetings take place in the 7 fall. So we would have been working towards 8 moving the concept along so that in the fall 9 we'd have a pretty good idea of whether we were 10 going to be able to implement or not or whether 11 we were still serious in pursuing. 12 Q. To the best of your recollection, can 13 you describe what happened at the first meeting, 14 what was discussed? 15 A. Well, the best of my recollection, at 16 the first meeting we talked about why everybody 17 was on the team and what we were talking about 18 in terms of potential and what responsibilities 19 each of us would have as we tried to move this 20 forward. 21 Q. Did you discuss why you wanted to go 22 into the ticket brokerage business? 23 A. Yes. We would have talked about what 24 the potential of the ticket broker business was. 12 1 Q. What, if anything, do you remember 2 specifically was said by you or other members of 3 your team? 4 A. Well, I don't remember the specifics of 5 what any individual said. 6 Q. Did you prepare a written business plan 7 for this venture? 8 A. You know, in the course of the 9 development, there were elements of what might 10 be referred to as a business plan. There was 11 not one tidy, thick document that 12 comprehensively covered the plan. 13 Q. Were there memos, though, prepared 14 dealing with various aspects of it? 15 MR. KLENK: I'm going to interrupt for a 16 second. I'd like to take -- You can answer this 17 question, and then I would like to take a break. 18 BY THE WITNESS: 19 A. I don't think there were. I can't 20 recall paperwork. I can recall, you know, 21 efforts at a projection. 22 Q. Jodi would have prepared them? 23 MR. BAUCH: Do you want to take a break 24 before he answers that question? 13 1 MR. KLENK: Yeah, but I don't want to have 2 the record look like I took a break in the 3 middle of the question. 4 BY MR. BAUCH: 5 Q. Did Jodi prepare a projection? 6 A. Jodi would have been involved in 7 preparing a projection. 8 Q. Do you remember specifically whether 9 there was such a projection prepared? 10 MR. KLENK: Excuse me. I want to take a 11 break. 12 MR. BAUCH: Sorry. 13 (A short break was had.) 14 MR. BAUCH: Did I have a question pending? 15 (Record read as requested.) 16 BY THE WITNESS: 17 A. I believe there was such a projection 18 prepared. 19 Q. Was it detailed, gross sales, 20 anticipated, costs of goods sold? 21 A. I think there would have been an 22 estimate of those kinds of things. 23 Q. Do you remember how many pages it was? 24 A. I do not. 14 1 Q. Was it like on an Excel spreadsheet? 2 A. I think it might have been a one-page 3 P&L. 4 Q. Do you remember having discussions 5 about the proforma with your group? 6 MR. KLENK: Objection. I object to 7 discussions where a lawyer was present. Other 8 discussions you can talk about. 9 BY MR. BAUCH: 10 Q. To the extent that you were not 11 discussing legal matters -- 12 MR. BAUCH: I mean, even if a lawyer is 13 there and he's not discussing legal matters, he 14 should be able to answer -- 15 MR. KLENK: Just ask the question and see 16 where it goes. 17 BY MR. BAUCH: 18 Q. Were there discussions within the group 19 before about the financial projection, that is, 20 this looks -- how is it you came up with an 21 estimate of $500,000 in ticket sales, those 22 types of questions? 23 A. It's likely there was some discussion. 24 Q. Frank Maloney, was he the person who 15 1 came up with the estimates of how many tickets 2 you thought you could sell? 3 A. No. 4 Q. Who came up with that estimate? 5 A. You know, to the extent that there was 6 such a proforma, Jodi Reischel as my financial 7 person on the team would have pulled together 8 the numbers. 9 Q. My question was -- I mean, Jodi is a 10 financial person. Someone with some background 11 in ticket sales would have to give her some 12 sense of how many tickets do you think we can 13 sell through this operation? 14 A. I think any of us that have worked in 15 the industry, you know, are involved in 16 projecting ticket sales. 17 Q. So your answer would be you don't have 18 any specific recollection of who actually came 19 up with the estimate on ticket sales or how that 20 was derived? 21 A. Not specifically. 22 Q. And again, to the best of your 23 recollection, there was no formal business plan 24 prepared; would that be accurate? 16 1 A. I'm not sure of the definition of a 2 "formal business plan." There was not one -- 3 What I would guess to be your definition, there 4 was not one extensive comprehensive document. 5 Q. Was there any package prepared for the 6 Ball Club's board or the Tribune's board 7 regarding this project? 8 A. No. 9 Q. Did you get board approval from either 10 the Ball Club or the Tribune Company to do this? 11 A. No. 12 Q. Why did you organize Premium Tickets -- 13 Wrigley Field Premium Ticket Services, Inc., a 14 Delaware corporation? 15 A. Well, we had discussed the feasibility 16 and having a ticket broker operation is legal; 17 and, you know, at the direction of my lawyer and 18 with the help of others in setting the 19 corporation and the governance of the 20 corporation up, we pursued it. We felt it was 21 the best way to exploit what we thought to be 22 nontraditional ticketing opportunities for 23 Tribune Company. 24 Q. What do you mean by "nontraditional 17 1 ticketing opportunities"? 2 A. Well, by traditional ticketing 3 opportunities I mean the traditional box office 4 operation for the Chicago Cubs, selling 5 tickets -- season tickets, group tickets, 6 individual game tickets -- in substantially the 7 same way or similar ways that they have been 8 sold to Chicago Cubs fans. 9 Q. Do you know what the initial capital 10 contribution to Premium Tickets was? 11 A. I do not. I know there was an amount 12 stipulated to follow the regulations to be a 13 licensed ticket broker. 14 Q. Was there an initial operating budget 15 prepared for Premium Tickets? 16 A. Not per se. 17 Q. Do you know who provided the capital 18 for Premium Tickets, what entity? 19 A. Tribune Company. 20 Q. Who specifically assisted you in 21 setting the corporation up? 22 A. The lawyer on the team, Mike Lufrano, 23 who works for Tribune Company, and he 24 coordinated at Tribune Company with those people 18 1 at Tribune Company familiar with incorporating 2 business units the steps necessary to do what we 3 needed to do. 4 Q. Was one of the purposes for Premium 5 Tickets' incorporation to engage in sales of 6 Cubs tickets at prices in excess of the printed 7 price or the advertised price? 8 A. Can you give me that again? 9 Q. Was one of the purposes for Premium 10 Tickets' incorporation, that is, why you set it 11 up, to engage in sales of Cubs tickets at prices 12 in excess of the printed price or the advertised 13 price? 14 A. Yes. 15 Q. Did you seek or obtain a legal opinion 16 from any attorney regarding the legality of 17 Premium Tickets' operation? 18 A. I had an attorney on the team, and I 19 can't talk about, I guess, what advice the 20 attorney may or may not have given me. 21 Q. The question is not what he told you. 22 Did you get a legal opinion? 23 A. I had a legal attorney on the team 24 whose responsibility was to help us get set up 19 1 as a legal ticket broker. 2 Q. Did you get a written memo on this or 3 written opinion? 4 A. No. 5 Q. Did the Ball Club and the Tribune 6 Company cause Premium Tickets to be organized 7 because it knew that Ball Club could not sell 8 Cubs tickets in excess of the printed price or 9 advertised price? 10 MR. KLENK: Could you read the question 11 back, please? 12 (Record read as requested.) 13 MR. KLENK: Object. It's a compound 14 question. 15 You can answer. 16 BY MR. BAUCH: 17 Q. Do you understand? 18 A. I think I understand. 19 To me we set up Wrigley Field Premium 20 Ticketing as a separate company to achieve 21 business objectives. 22 Q. Were those to achieve certain business 23 objectives the Ball Club could not directly 24 achieve itself? 20 1 A. Well, operationally, my feeling was 2 that to venture into nontraditional ticketing 3 opportunities was unlikely to be successful -- 4 less likely to be successful if we were to 5 pursue them in the traditional box office; that 6 it was far preferable, in my opinion, to 7 establish a separate entity, you know, to pursue 8 those opportunities. 9 Additionally, while we were focused 10 with Premium on trying to get our legs under us 11 with Cubs tickets, the opportunity exists to 12 whether that entity could become something 13 bigger than just Cubs tickets, and it was 14 important to have a separate corporation if we 15 were successful in exploiting those 16 opportunities. 17 Q. Did you understand, though, that you 18 needed to have an entity separate from the Ball 19 Club because Ball Club couldn't sell tickets in 20 excess of the printed price or advertised price, 21 Cubs tickets? 22 A. It was not a focus in my decision- 23 making. 24 You know, an alternative as an operator 21 1 exists to me to get to multi-tiered ticketing 2 within the traditional Cubs box office. There 3 were probably a number of opportunities 4 available to the Tribune Company in terms of how 5 to pursue these opportunities. 6 Q. But again, my specific question is 7 not -- I understand you can set your different 8 ticket prices, but the question is, was Premium 9 Tickets organized because you had an 10 understanding that Ball Club couldn't sell Cubs 11 tickets for more than the printed price or the 12 advertised price? Once you fixed the price, 13 Ball Club is limited to that price, couldn't 14 sell them for more than that? 15 MR. KLENK: Objection to the form of the 16 question. 17 BY THE WITNESS: 18 A. That was not -- My understanding was 19 that we could establish a legal ticket broker 20 operation, and that was the opportunity we chose 21 to do. 22 Q. But again, my question is -- 23 A. I understand your question. That was 24 not -- that point-blank question was not 22 1 something I was focused on at the time we made 2 this decision. 3 Q. Do you know whether Ball Club could 4 have directly become a ticket broker, that is, 5 applied for and got a license to become a ticket 6 broker? 7 A. I do not know. 8 Q. At the time you set up Premium Tickets, 9 did you have any understanding -- or have an 10 understanding that Ball Club could not sell Cubs 11 tickets in excess of the printed price or 12 advertised price? Whether this was a reason for 13 setting up Premium Tickets, did you have that 14 understanding at the time you did it? 15 A. I did not have that understanding. 16 Q. Does Ball Club have a policy with 17 respect to selling tickets to persons who Ball 18 Club knows will resell Cubs tickets at prices in 19 excess of the printed or advertised amount? 20 MR. KLENK: Objection. Do you have a time 21 frame on that? 22 MR. BAUCH: Today. 23 BY THE WITNESS: 24 A. Today -- Can you give me the question 23 1 again? 2 Q. Let me restate it. 3 Does Ball Club have a policy with 4 respect to selling tickets to persons who Ball 5 Club knows will resell Cubs tickets at prices in 6 excess of the printed or advertised amount? 7 A. I do not believe -- I'm not sure what 8 you mean by "policy." 9 Q. Let me give you an example. 10 If you knew that Mr. Michaels was 11 buying tickets and was reselling them for more 12 than the face amount, did you have a policy of 13 not selling Mr. Michaels tickets or cancelling 14 his season tickets or something like that? 15 A. You know, in terms of "policy," I'm 16 afraid you have to break this down for me 17 better. 18 Q. Let me ask it this way: If the Cubs 19 determine that a particular individual was 20 reselling his tickets that he's buying through 21 the box office for prices in excess of the 22 printed price or the advertised rate, would the 23 Cubs take any action against that person? 24 A. We have not been actively enforcing -- 24 1 I mean, there was a point in time relative to 2 season ticketholders, and I think that's where 3 you need to break your question down better for 4 me. But we have not actively enforced any 5 policy with season ticketholders, whether they, 6 in turn, have resold their tickets at above face 7 value. 8 Q. Do you have such a policy, though, that 9 you don't enforce? 10 A. You know, we did at a point in time. 11 Q. Do you know when that changed? 12 A. I know we have not enforced for the 13 last couple seasons, and I believe that this 14 current sales season we have not included the 15 language that would have been included in the 16 communication to season ticketholders that had 17 been included in the past. 18 Q. And what was that language? 19 A. I could not, you know, quote you the 20 language. 21 Q. In substance, if you resell your 22 tickets, you could lose your season ticket 23 privileges? 24 A. In substance, yes. 25 1 Q. Are you familiar with the Sodderheim 2 case in 1991 or '92? 3 A. I was familiar with it at that time. 4 Q. And you're not sure exactly when the 5 policy changed, when you stopped sending out 6 that notice? 7 A. I know that we have not sent out that 8 notice for the current sales season. 9 Q. Does Ball Club have a credit or cash 10 sale policy with respect to sales of Cubs 11 tickets? 12 A. I'm sorry. Could you give me that 13 again? 14 Q. What's your policy regarding sales? Is 15 it credit, cash? If I came in, would you sell 16 me Cubs tickets on terms? 17 A. You know, I think your question is too 18 broad. 19 Cubs tickets -- The Cubs box office 20 could be to group customers; it could be to 21 season ticketholders; it could be to someone who 22 walked up to the window and would be an 23 individual game purchaser. 24 Q. Let's start with season ticketholders. 26 1 If I buy a season ticket, when is my payment 2 due? 3 A. Season ticketholder renewals, you know, 4 happen in the fall with money due in January. 5 Q. In full? 6 A. Money is due in full in January. 7 Q. How could I pay? Cash, credit card, 8 check, all of the above? 9 A. Yes. 10 Q. What about group sales? 11 A. Group sales begin in February, and, you 12 know, those orders come in usually by mail or by 13 phone. And you would be able to sell -- I think 14 those are usually by check. 15 Q. Define for me what a group sale is. 16 A. A group sale would be 20 or more 17 tickets. 18 Q. So if I was taking the Boy's and Girl's 19 Club group, I would call up, make a reservation, 20 and then you would book the date for me? 21 A. Yes. 22 Q. And then my payment would be due then? 23 A. Correct. You would mail us your 24 payment; and then as we filled the order, we 27 1 would mail you your tickets. 2 Q. Individual sales at the box office. 3 A. Individual sales could happen at the 4 box office, which would be cash or credit card, 5 and you would walk away with your tickets at the 6 same time. Or you could purchase through 7 Tickets.com, our current computerized ticketing 8 partner. They operate a phone room. So you 9 could purchase tickets by phone; you could 10 purchase tickets at outlets, which are primarily 11 in Sears retail locations; or you could purchase 12 tickets over the internet. 13 Q. Do you have any credit policy for 14 ticket brokers that you sell to? 15 A. We only have -- The Cubs only have one 16 formal relationship with a ticket broker, which 17 would be Wrigley Field Premium Tickets. 18 Q. Does the Ball Club have an agreement 19 with Premium Tickets with respect to its 20 purchases of Cubs tickets? 21 A. There are agreements between the two 22 entities. 23 Q. What about with respect to buying 24 tickets in particular? 28 1 A. I don't know that there's a -- I'm not 2 sure how you define "agreement." There's a 3 working relationship. 4 Q. Let me define it for you. Premium 5 Tickets says, I offer to buy 3,000 tickets; Cubs 6 say, We agree to sell you 3,000 tickets. That's 7 what I mean when I say "agreement." It could be 8 oral. It doesn't have to be written. 9 A. Again, the history is you're quite 10 limited because it's really one abbreviated 11 season, but the concept going into it was that 12 there would be a fundamental transaction 13 preseason or early in the season where Premium 14 would purchase tickets from the Cubs box office. 15 Q. And that would be tickets for the whole 16 season? 17 A. Correct. That was the fundamental 18 concept. 19 Q. With respect to last year, which I 20 assume is the only time this has happened so 21 far, who negotiated that agreement between 22 Premium Tickets and the Ball Club? 23 A. The transactions in terms of tickets, 24 the original transaction, would have involved a 29 1 few members of the team that had been involved 2 in setting up the business unit opportunity. 3 Q. Do you remember specifically which team 4 members were involved in deciding the terms of 5 the ticket purchase? 6 A. Well, Dan Guza had been hired as the 7 principal, the full-time employee, for Wrigley 8 Field Premium, and he was certainly involved in 9 helping define the tickets he thought he needed 10 for his operation. I'm not clear what role 11 anybody from the Cubs organization played. You 12 know, conceivably Jodi, Frank, myself, or Carl 13 all would have been part of the discussion. 14 Q. It would be fair to say, then, Dan on 15 behalf of Premium Tickets selected what tickets 16 he wanted and how many tickets he wanted for 17 what games he wanted tickets? 18 A. He had significant input into the 19 discussion. 20 Q. Do you remember when approximately the 21 transaction took place, that is, Premium 22 Tickets' initial purchase of Cubs tickets? 23 A. I'm not good on the specifics. As it 24 turned out, Premium was delayed in really 30 1 getting started, and I can't remember when the 2 ticket transaction occurred. There were several 3 issues Premium had to deal with. Completing the 4 licensing and the incorporation took some time. 5 The intended location, we ended up having some 6 zoning problems and had to come up with a 7 secondary location for the business. So in the 8 end, the business didn't, you know, really start 9 until the end of June. 10 Q. Do you know when Premium Tickets paid 11 for the tickets it purchased? 12 A. I do not. 13 Q. Did it have any return privileges with 14 respect to the tickets that it purchased? 15 A. I'm not sure of the definition of 16 "return privileges." 17 Premium had the ability -- Dan had the 18 ability to talk to Frank, and if Frank had 19 demand, you know, at the Cubs box office, which 20 for good seat locations there pretty much always 21 is a demand. So Frank would have had the 22 opportunity to buy tickets back from Premium to 23 sell to Cubs fans at the Cubs box office. 24 Q. Was there any written agreement to that 31 1 effect, or was that just an understanding? 2 A. I'm not aware of a written agreement. 3 Q. Do other ticket purchasers have the 4 right to sell their tickets back to the Cubs? 5 A. I don't run the ticket office, but I 6 know, for example, group customers at different 7 points, particularly group customers that have 8 good relationships with the Cubs box office, if 9 they are not able to use all of their group 10 tickets many times can work something out. 11 Q. But the Cubs wouldn't have any 12 obligation to buy those back? They would do 13 this as good customer relations? 14 A. I don't believe the Cubs have an 15 obligation, if that's your question. 16 (McGuire Deposition Exhibit 17 A marked as requested.) 18 BY MR. BAUCH: 19 Q. I'm going to hand you copy of the 20 complaint, Exhibit A. My next group of 21 questions are going to track that. Hopefully 22 you will be able to answer them without looking 23 at it. 24 Ball Club is the owner and operator of 32 1 the Chicago Cubs baseball team and Wrigley 2 Field? 3 A. Correct. 4 Q. Wrigley Field is a baseball park? 5 A. That is correct. 6 Q. Mark, When I ask you questions, 7 sometimes I'll use the term "lawful price" or 8 "face price" or "box office price" or 9 "advertised price," and what I'm referring to is 10 your sort of published rate and what's on the 11 ticket. So if I interchange those words, that's 12 what I'm talking about. I'm not trying to 13 confuse you. 14 At the time Premium Tickets was 15 organized, did you have an understanding that 16 the Illinois Ticket Scalping Act prohibited the 17 owner or operator of a baseball park from 18 selling admission tickets in excess of the 19 printed or advertised price? 20 A. I did not. 21 Q. At the time you set up Premium, did you 22 have an understanding that the Illinois Ticket 23 Scalping Act prohibited the owner or operator of 24 a baseball park from selling tickets from any 33 1 place other than the box office or other place 2 on the premises of the baseball ballpark? 3 A. Where's this? 4 Q. I'm just asking you these questions. 5 They're tracking allegations of the complaint. 6 A. You're going to have to read that 7 again. 8 Q. At the time -- Again, these are all at 9 the time Premium Tickets was being organized -- 10 did you understand that the Illinois Ticket 11 Scalping Act prohibited the owner or operator of 12 a baseball park from selling tickets from 13 anyplace other than the box office or other 14 place on the premises of the baseball park? 15 A. No. 16 Q. Did you understand that the Illinois 17 Ticket Scalping Act prohibits the owner or 18 operator of a baseball park from placing any of 19 its admission tickets for sale at any other 20 place unless they are sold at the same price or 21 prices tickets are sold at the box office or 22 other place on the premises of the ballpark at 23 the same advertised price or printed rate? 24 A. No. 34 1 Q. When the Ball Club organized Premium 2 Tickets, did it consider that if its actions 3 were found to violate the Illinois Ticket 4 Scalping Act, it could lead to a forfeiture of 5 Ball Club's license to conduct baseball games at 6 Wrigley Field? 7 A. Did the Ball Club -- 8 Q. Did you consider that? 9 A. Did I as an individual? No. 10 Q. Did you consider that if your actions 11 were found to violate the Ticket Scalping Act, 12 it could lead to an injunction against future 13 violations of the Act and the offering or 14 selling admission tickets to the ballpark? 15 A. No. 16 Q. Did you understand or consider that if 17 you were found to have violated the act, it 18 could lead to an award of statutory damages of 19 $100 for each sale on admission tickets in 20 excess of the printed or advertised price? 21 A. No. 22 Q. Was your intent in marketing Premium 23 Tickets to lead consumers to believe that they 24 are purchasing Cubs tickets through a licensed 35 1 ticket broker in the resale market? 2 A. Can you read me that again? 3 Q. Was it your intent in marketing Premium 4 Tickets that consumers would be led to believe 5 they were purchasing Cubs tickets through a 6 licensed ticket broker in the resale market? 7 A. I would say no. 8 Q. What was your intent or what type of 9 impression were you trying to create in the 10 minds of consumers with respect to Premium 11 Tickets' activities? 12 A. I think we were trying to set up 13 Wrigley Field Premium Tickets as a licensed 14 broker that we believed would provide services 15 to Cubs fans looking for tickets from licensed 16 brokers and that we in running that operation 17 could do a good job. 18 Q. Were you trying to create in the 19 consumers mind the impression that Premium 20 Tickets was somehow affiliated with the Cubs? 21 A. I believe, you know -- I don't think 22 so. 23 Q. Were you trying to create in the minds 24 of consumers that this was independent of the 36 1 Cubs operation, Premium Tickets? 2 A. Well, we made a conscious effort to not 3 disguise that there was a relationship, that 4 this was a subsidiary of Tribune Company. So we 5 certainly didn't try to, you know, not make 6 people aware of it. So I believe when we opened 7 up, we announced the business. We used the 8 Wrigley Field name. You know, we were not 9 afraid of the relationship, that it was a 10 business unit of Tribune Company. 11 Q. The tickets that Ball Club places with 12 Premium Tickets, were those ever offered for 13 sale to the general public, the ones that Dan 14 selected and purchased? 15 A. You know, I could not speak to the 16 specific seat locations, but I know that as a 17 concept, no. The idea was to take these tickets 18 out of a pool of tickets that really had been 19 used to take care of VIP customers, for lack of 20 a better word. We end up through the course of 21 a season having to -- or choosing -- You know, 22 the Cubs choose to fill ticket orders for 23 sponsors of the Ball Club, players of the Ball 24 Club, employees of the Ball Club, other business 37 1 units of the Tribune Company, and all of those 2 tickets would come out of a pool of tickets that 3 would be on hold in the ticketing system, would 4 not be available for sale to the general public. 5 Q. Now, when these tickets are sold, do 6 people pay for them? Are these like 7 complimentary tickets? 8 A. Some can be used as complimentary 9 tickets, but the majority are purchased. 10 Q. Are these tickets ever released through 11 the box office for, say, day of game sales? 12 A. If they had not been used for the VIP 13 purposes and there were still tickets available, 14 they could be released. 15 Q. Do you know when that decision is made? 16 Is it the day before the game, minute before the 17 game? 18 A. That's a decision that the ticket 19 manager makes. 20 Q. That would be Frank? 21 A. That would be Frank. 22 Q. Does Premium Tickets have any officers 23 or directors who are not either officers or 24 directors of the Ball Club or the Tribune 38 1 Company and its affiliates? 2 A. No. 3 Q. Does Premium Tickets purchase tickets 4 from any entity other than the Ball Club? 5 A. They have not up to this time. 6 Q. Do you know whether they have sold any 7 tickets to, like, a Rolling Stones concert or 8 Britney Spears concert? 9 A. Not at this time, but that is certainly 10 possible in the future. 11 Q. Ball Club is a wholly owned subsidiary 12 of the Tribune Company? 13 A. Yes. 14 Q. Diana-Quentin is a wholly owned 15 subsidiary of the Tribune Company? 16 A. Yes. 17 Q. Premium Tickets is a wholly owned 18 subsidiary of the Tribune Company? 19 A. Yes. 20 Q. You mentioned Mr. Guza. Who is 21 Mr. Guza? 22 A. Dan Guza works for Wrigley Field 23 Premium Ticketing. 24 Q. Does he have a title? 39 1 A. I can't remember what his title is, but 2 he's effectively the general manager of that 3 operation. 4 Q. Did Mr. Guza used to work for the Ball 5 Club? 6 A. Yes, he did. 7 Q. Do you know when he changed his 8 employment? 9 A. In January or February, I believe, of 10 2002. 11 Q. Do you know how long he'd worked for 12 the Ball Club before he moved to Premium 13 Tickets? 14 A. I do not. 15 Q. Is Mr. Guza an officer of Premium 16 Tickets? 17 A. No. 18 Q. Is he a director of Premium Tickets? 19 A. No. 20 Q. Who pays his salary? 21 A. Wrigley Field Premium Tickets. 22 Q. Did you assist Mr. Guza in preparing 23 the 2002 ticket broker registration? 24 A. Did I assist him? No, I did not. 40 1 Q. Why don't you look at the complaint, 2 Exhibit A, that's in front of you. It's in the 3 middle. 4 Did you see that document before it was 5 filed with the Illinois Secretary of State? 6 A. I do not recall whether I saw this 7 document. 8 Q. Do you remember attending any meetings 9 with your team or otherwise where the 10 preparation of this document was discussed or 11 the necessity for its preparation was discussed? 12 A. Really, the lawyer on our team, you 13 know, was charged with handling registration and 14 incorporation and obtaining licenses, doing 15 those things. 16 Q. Do you know whether the lawyer actually 17 prepared this? 18 A. I do not know. 19 Q. Do you have an understanding of the 20 statement "Engages in resale of tickets on a 21 regular and ongoing basis"? 22 A. Where is that? 23 Q. It's in the application. It's under 24 "Certification." 41 1 A. I think I do. 2 Q. What's your understanding of that 3 statement? 4 A. I think it means that this entity would 5 buy tickets and then resell them. 6 Q. At the time this was filed, do you know 7 whether Premium Tickets had ever purchased or 8 resold any tickets? 9 A. Again, I don't know. I would presume 10 that we had not purchased -- I'm not sure on the 11 time. 12 Q. Do you know what Premium Tickets' hours 13 and days of operation are? 14 A. No. 15 Q. Do they have -- 16 A. They have hours. They have regular 17 hours. I don't know what they are. 18 Q. Do they operate in the offseason at 19 all? 20 A. You know, we have not been selling 21 tickets in the offseason, but there is an office 22 and a phone number and they are functioning. 23 Q. Is that being staffed? 24 A. Yes. Dan Guza, who we've talked about. 42 1 Q. So if I call that number today, Dan 2 would pick up? 3 A. Yes. 4 Q. I think I asked you this. Do you know 5 whether Premium Tickets sells any tickets other 6 than Cubs tickets? 7 A. At this point in time, they do not. 8 They could in the future. 9 Q. The premises where they operate, that's 10 a building owned by Diana-Quentin; is that 11 correct? 12 A. I'm not sure, to be honest, where the 13 ownership of that building resides. It 14 ultimately is owned by Tribune Company. 15 Q. I think in the lease it made reference 16 to a room called the "rock room" in that 17 premises. 18 A. There is a room that we refer to as the 19 "rock room." 20 Q. Why is it called the "rock room"? 21 A. It was the office of someone who ran 22 the prior building, and one wall has sort of a 23 rock sculpture on it. 24 Q. So like fake rocks, faux finish? 43 1 A. Correct. It's quite impressive. 2 Q. Do you know how many square feet that 3 space is? 4 A. I do not. 5 Q. Have you ever been there? 6 A. Yes. 7 Q. What's in the office? Describe it for 8 me. 9 A. Well, are you talking about the "rock 10 room," or are you talking about the offices of 11 Wrigley Field? 12 Q. Wrigley Field Premium Tickets. 13 A. Wrigley Field Premium Tickets really 14 has two areas in, you know, what we refer to as 15 the Mueller Engineering Building, which was the 16 prior owner of this structure. There are a 17 number of activities going on in the Mueller 18 Engineering Building location, and Wrigley Field 19 Premium is in two spaces. 20 The "rock room" would be the retail 21 store location that's accessible off of Clark 22 Street, and there's an upstairs office where Dan 23 and his people, you know, really would have 24 their desks and function as an office setting. 44 1 Q. Would they be taking telephone orders 2 up there? 3 A. They could, depending on where they 4 might physically be located, but their 5 traditional office setup is upstairs. 6 Q. That would be the business office? 7 A. I'm not sure I would term it that. 8 It's where you would go and have a desk and have 9 a phone and have a picture of your family on the 10 desk. 11 Q. That's where Dan would do his work if 12 he wasn't staffing the counter? 13 A. Correct. 14 Q. What's in the office itself, what type 15 of counters, equipment, telephone system? 16 A. Which location? 17 Q. Let's start with the ticket office or 18 the public space. 19 A. The retail location? 20 Q. Right. 21 A. That has a counter, some computer 22 terminals, phones, a washroom, I believe a few 23 chairs in kind of a reception area. 24 Q. And the upstairs office? 45 1 A. Upstairs would really just have a 2 traditional desk, chair, office furniture, 3 computer terminals, phone. 4 Q. I think you may have touched on this 5 before. Why was it relocated from 3639 North 6 Clark to the current location? 7 A. Well, our intent was to use the 8 building that had housed a doughnut/hotdog 9 stand, convert that to something that would 10 provide both a retail location and an office 11 space for Wrigley Field Premium ticketing, but 12 as it turns out, zoning would allow a fast foot 13 restaurant but apparently would not allow a 14 sales office for ticketing. While there were a 15 number of things we could convert that building 16 to, apparently this operation was not one of 17 them. So we had to adjust. 18 Q. What's the zoning for the doughnut 19 shop? 20 A. It's an M1, is my recollection. 21 Q. When Premium Tickets purchased the 22 tickets for the Ball Club, were the tickets 23 actually printed off the system at that time? 24 A. No. 46 1 Q. How were they identified, then, as 2 being Premium Tickets' tickets? 3 A. You know, I couldn't answer technically 4 how the ticketing system functions, but there 5 were -- the setup was through our computerized 6 ticketing partner, the Cubs ticketing partner, 7 Tickets.com. We negotiated the ability to 8 provide a separate computer ticketing system to 9 service Wrigley Field Premium Ticketing, and the 10 idea would be to sell tickets and -- Those 11 people familiar with the system are better 12 suited to answer the question of technically how 13 it worked, but the idea was to sell the ticket 14 on the Cubs system and then Premium to be able 15 to use the ticketing system to resell the 16 ticket. 17 Q. Would it be fair to say they had their 18 own inventory on some type of a server-based 19 system through Tickets.com that they would then 20 access and sell? 21 A. The tickets they would have purchased, 22 that would be Premium's inventory and they would 23 sell from there. 24 Q. Do you know how many employees Premium 47 1 Tickets hired last year? 2 A. I believe they had three seasonal 3 employees in addition to Dan as a full-time 4 employee. 5 Q. Do you know the names of any of these 6 people? 7 A. I don't. Katy somebody or other, and I 8 unfortunately don't know the other two. 9 Q. What do the seasonal employees do, to 10 the best of your knowledge? 11 A. The seasonal employees assisted Dan in 12 answering phones and working the counter in the 13 retail location. 14 Q. Did they hire any people to distribute 15 handbills or fliers? 16 A. They didn't hire anybody that I'm aware 17 of specifically to do that, but one of these 18 employees may have done that. 19 Q. Any of these people ever work for the 20 Ball Club? 21 A. No, except Dan. 22 Q. Do you know who processes the payroll 23 for the employees? 24 A. You know, Tribune Company ultimately 48 1 runs that payroll, as they do for all the 2 business units. 3 Q. Jodi would have more information on 4 this, you think? 5 A. She would have more than I do, yes. 6 Q. Premium Tickets ticketing equipment is 7 linked to Tickets.com's ticketing system that 8 the Ball Club uses? 9 A. I'm not sure of the definition of 10 "linked." 11 Q. They are hooked up to it. 12 A. There is some ability that Tickets.com 13 provided us, there's some sort of interface, 14 but, again, you'd have to talk to people that 15 know more about those kinds of things than I do. 16 Q. You on behalf of the Ball Club signed 17 the agreement with Tickets.com sometime in the 18 year 2000? 19 A. Correct. 20 Q. What's the general nature of that 21 agreement with Tickets.com and the Ball Club? 22 A. Tickets.com and Chicago Cubs agreement? 23 Q. Yeah. 24 A. Or the agreement that covers Premium? 49 1 Q. Let's start with the Ball Club and 2 Tickets, because that came first. 3 A. Well, the Cubs and Tickets.com have an 4 agreement where Tickets.com provides 5 computerized ticketing, you know, to the Ball 6 Club to handle both our traditional box office. 7 They also are responsible for providing us a 8 phone room operation for Cubs ticketing; and 9 then in working with a retail partner they 10 provide ticket outlets, and all that would be 11 covered in the agreement with Tickets.com and 12 the Cubs. 13 Q. And they receive a fee for providing 14 these services under that agreement? 15 A. Yes, they would. 16 Q. And does Premium Tickets have a similar 17 agreement with Tickets.com? 18 A. Yes. 19 Q. And do you know when that was entered 20 into? 21 A. I do not. 22 Q. I think you may have answered this. 23 Some of the tickets that Premium Tickets gives 24 back to the box office, are those sold at the 50 1 printed price or advertised price if they are 2 sold through the box office? 3 A. If Premium sold tickets back to the 4 traditional Cubs box office, they would be sold 5 as all tickets are sold, you know, through the 6 traditional methods, which would be the printed 7 price or whatever term you're using. 8 Q. Does Tickets.com handle credit card 9 processing for Ball Club ticket sales? 10 A. Yes, I believe they do. 11 Q. And does Tickets.com also handle the 12 credit card processing for Premium Tickets? 13 A. Yes. 14 Q. And whose account are the credit card 15 remittances debited? That is, where do the 16 wires or credits go to? 17 A. I couldn't answer that question. 18 Q. Jodi would know that most likely? 19 A. Jodi would certainly know that. 20 Q. Let me direct your attention to the 21 next exhibit, Exhibit B, which is your press 22 release. Do you know who drafted the press 23 release? 24 A. I do not. 51 1 Q. Is there a media person that works for 2 the Cubs that their job would be to put out 3 things like that? 4 A. There is a media person who works for 5 the Cubs, you know, a department that deals with 6 the media, but I don't know who wrote this. 7 Q. Did you approve its content before it 8 was released? 9 A. I assume I did. 10 Q. How are these press releases 11 distributed? This one was obviously posted on 12 the internet. Are they sent out to news 13 agencies or put on the wire? 14 A. This format is a little different. You 15 know, traditionally there would be a Cubs press 16 release if the Cubs were issuing information, 17 and the traditional method would be that there 18 is some electronic distribution of the release. 19 This seems to be the release as presented on the 20 Cubs web site. So I'm assuming it's the same 21 press release. 22 Q. Does Premium Tickets pay Ball Club any 23 money for this press release or its 24 distribution? 52 1 A. No. 2 Q. Do you know whether Premium Tickets 3 paid any other Tribune Company for distributing 4 this press release? 5 A. No, they would not have. 6 Q. What did you mean by the statement 7 "Premium Tickets would offer the same service 8 currently offered by many ticket brokers 9 surrounding Wrigley Field"? 10 A. Is this in the last paragraph? Where 11 am I looking? 12 Q. I think it's in the discussion of 13 Premium Tickets towards the bottom. 14 A. Under "Wrigley Field Premium Ticket 15 Services"? 16 Q. Third to last line on the second page. 17 A. Well, I think the statement means that 18 fans who would approach the brokers surrounding 19 the ballpark looking for Cubs tickets could go 20 to Wrigley Field Premium Ticketing Services to 21 buy tickets in a similar fashion. 22 Q. Let me direct your attention to 23 Exhibit C, which is the next exhibit. Have you 24 ever seen that before? 53 1 A. I saw it as part of this proceeding. 2 Q. You don't remember seeing it in your 3 ordinary duties before? 4 A. No. 5 Q. Do you know who prepared that? 6 A. Wrigley Field Premium Ticket Services. 7 Q. Do you know who distributed the fliers 8 or how they were distributed? 9 A. I do not. 10 Q. Do you know that there were people 11 standing in front of the ballpark handing those 12 out during the season? 13 A. I do not know how they were 14 distributed, where they were distributed, or who 15 distributed them. 16 Q. Do you know whether any employees of 17 the Ball Club were involved in distributing 18 those fliers? 19 A. I don't know who distributed them, but 20 I can't imagine the circumstance where an 21 employee of the Ball Club is involved. 22 Q. So you wouldn't know whether people 23 wearing Wrigley Field uniforms were handing 24 these things out? 54 1 A. No. 2 Q. Did you have any involvement in the 3 production of television commercials for Premium 4 Tickets? 5 A. No. 6 Q. Did anyone tell you that Premium 7 Tickets was producing television commercials? 8 A. I was aware of that. 9 Q. How were you aware of that? 10 A. There was some discussion about the 11 ability to use any of our air time for Premium. 12 Q. And who was that discussion with? 13 A. Again, I'm not sure exactly. 14 Q. Someone from your team? 15 A. It could well have been a discussion 16 with Dan, you know, Dan and somebody else. 17 Q. What do you mean when you say to use 18 your "air time"? Ball Club's air time? 19 A. Ball Club has inventory that the Ball 20 Club uses for a range of purposes. 21 Q. "Air time" meaning minutes on Cubs 22 broadcasts? 23 A. Correct. 24 Q. Would that include WGN and Fox, whoever 55 1 carries it? 2 A. Yes. Our TV partners, our radio 3 partner. 4 Q. So part of your agreement with them is 5 that they are broadcasting it and you get so 6 many minutes for, say, promoting the next Cubs 7 game or whatever you want to promote? 8 A. Yes. Both of our -- all of our 9 partners give us some ability to use, you know, 10 commercial air time, ad time to promote what we 11 would like to promote. 12 Q. Do you charge separately for that, or 13 is that just part of your agreement? 14 A. We've never charged anybody. 15 Q. My question is are you charged by WGN 16 or Fox for those minutes? 17 A. No. 18 Q. Part of your agreement for the 19 broadcast is they broadcast the game for X 20 dollars plus you get some advertising time? 21 A. Correct. And I believe -- You know, 22 I'm not sure how formal some of it is. There's 23 formatted spots, and then there's what are 24 called mentions where the announcers could do 56 1 something between batters, between pitches, but 2 not at the traditional commercial spot between 3 innings. 4 Q. So a formatted spot would be like a 5 produced ad showing Sammy Sosa and then running 6 around and saying tickets available for next 7 weeks games or the Yankees are coming to town; 8 would that be an example of a formatted spot? 9 A. Correct. 10 Q. And a mention would be between batters 11 if Chip Caray said next week there's a series 12 with St. Louis on these days? 13 A. Correct. They could show an image as 14 part of a mention. 15 MR. KLENK: When you reach a point to take a 16 break. I don't want to interrupt your flow. 17 MR. BAUCH: Let me just finish with the TV 18 things and then we'll take a break. 19 MR. KLENK: Sure. 20 BY MR. BAUCH: 21 Q. Do you know who actually produced the 22 Premium Tickets spots, individuals involved in 23 doing that? When I say "produced," I mean made 24 up the ad. 57 1 A. Carl Rice would have coordinated that 2 for us. 3 Q. Do you know whether Premium Tickets was 4 charged a fee for that by WGN or the Ball Club? 5 A. They were not. 6 Q. You didn't charge them for giving them 7 air time? 8 A. They were not charged specifically for 9 that. 10 Q. Do you know what WGN would charge, say, 11 a third party to broadcast a spot like that 12 during a Cubs game? 13 A. You know, I don't know their rate card. 14 I don't know that it's a concrete issue. In 15 every game on WGN, for example, WGN has its own 16 institutional spots that they use to promote WGN 17 programming, and the ability for the Cubs to use 18 mentions many times is marketplace dictated. If 19 the Cubs were playing well, then those 20 institutional spots have a tendency to 21 disappear. Fox Sports Net, you know, there's a 22 flexibility that they will have with the Ball 23 Club that it's not really rate card. 24 Q. So you're not sure what they would 58 1 charge a third party? 2 A. No. 3 MR. BAUCH: Why don't we take a break. 4 (A short break was had.) 5 BY MR. BAUCH: 6 Q. My colleague here says I have to clean 7 up a couple answers. 8 Just to be clear, Ball Club did not 9 charge Premium Tickets for any of the 10 advertising that was run during the baseball 11 games? 12 A. Correct. 13 Q. The other question was, does Ball Club 14 have a policy against selling to known ticket 15 brokers? 16 MR. KLENK: Objection, asked and answered. 17 We went through this before. 18 MR. BAUCH: He tells me we didn't. I 19 thought I did too. 20 BY THE WITNESS: 21 A. There's not a written policy. 22 Q. Informal policy? 23 A. I think we went through where we were 24 with our season ticketholders. 59 1 Q. So that would cover the ticket broker 2 issue? 3 A. I believe so, unless you have a 4 different question. 5 Q. How does Ball Club determine that a 6 game should be advertised as sold out? 7 A. I think the question is what the 8 understanding of the term "sold out" is. 9 Q. Let me define it. 10 I call up the Cubs ticket line and say, 11 I'd like to get tickets for the Cardinals game, 12 and they tell me it's sold out. When is the 13 decision made that the ticket agent will tell 14 people it's sold out or the web site will say 15 sold out, no tickets available? 16 A. The ticket agents many times may or may 17 not follow the script that they are given. You 18 know, a ticket purchaser may call and find out 19 that there is no ticket availability, which some 20 would term then sold out. 21 Q. My question is when do you -- how and 22 when do you make the determination that you're 23 going to tell the people it's sold out or not 24 available? 60 1 A. Well, in the example of the ticket 2 people, the ticket people would know when they 3 called up a certain game and you requested 4 whatever, July 14th, they would call up the 5 July 14th date. The ticket purchaser may want a 6 specific kind of seat, and then the ticket agent 7 would be able to know whether there's 8 availability for that seat, yes or no. 9 Q. If I couldn't get infield box, would 10 they then say, We don't have infield box, but I 11 can give you a field box if you want to sit down 12 the right field line? 13 A. They should. 14 Q. And if that's not available, you can 15 sit in the upper deck reserved; would that be 16 their strategy? 17 A. There would be choices. 18 Q. When is the decision made that a game 19 will be posted as no tickets available or sold 20 out on the web site? 21 A. I'm not sure. 22 Q. Is that something Frank would be more 23 involved in doing? 24 A. You know, Frank would have very little 61 1 to do with the web site. The web site is 2 technically run by Major League Baseball. 3 Q. But I mean, they would have to get the 4 content of their information from the Ball Club? 5 You would have to say, We've sold all the 6 tickets, so say there's nothing available? 7 A. Presumably there would be some 8 interaction, but there are employees who work 9 for Major League Baseball running the Cubs web 10 site. 11 Q. But they don't determine when all your 12 tickets are sold out, or do they? 13 A. They determine what goes on the web 14 site. 15 Q. My next question is when the ticket 16 agents or the web site are basically showing no 17 tickets available, you still do have some 18 tickets such as the VIP pool which you can later 19 release, true? 20 A. It could be. 21 Q. Who determines how many tickets are 22 going to be held in this reserve pool? 23 A. The ticket manager. 24 Q. Frank? 62 1 A. Correct. 2 Q. And does he make decisions at various 3 times to release certain tickets to the box 4 office? 5 A. Yes, he would do that. 6 Q. And do the Cubs have a policy about 7 holding back a certain number of tickets and 8 then releasing them day of game? 9 A. No. 10 Q. Did you participate in any of the 11 training of any of the Premium Tickets 12 employees? 13 A. No. 14 Q. Do you know who did? 15 A. No. 16 Q. Were they given a script as to what 17 they were to tell people who came into the 18 Premium Tickets' office? 19 A. I do not know. 20 Q. Do the people that work in the main box 21 office have a script for handling recurring 22 situations? 23 A. Not that I'm aware of. 24 Q. Do you know how many Cubs tickets 63 1 Premium Tickets sold during the 2002 season? 2 A. I do not. 3 Q. Was it in the thousands? 4 A. How many Cubs tickets Premium sold? 5 Q. During the 2002 season. 6 A. I think it was a few thousand. 7 Q. Do you know what they sold the tickets 8 for? 9 A. I do not. 10 Q. Did they sell them for prices in excess 11 of the printed or advertised price? 12 A. Yes. 13 Q. Do you have an opinion whether the 14 joinder -- that is, bringing all these several 15 thousand ticket holders as plaintiffs in this 16 action -- would be practical? Do you think it 17 would be practical to do that? 18 A. I can't comment. 19 Q. Do you believe that people who purchase 20 tickets from Premium Tickets would have an 21 interest in separately controlling this action? 22 A. I have no idea what that question 23 means. 24 Q. You have no opinion? 64 1 A. No. 2 Q. Do you believe that the amount in 3 controversy in this case with respect to each 4 individual ticket purchaser is so small that 5 individual claimants would be discouraged from 6 filing their own actions? 7 A. I have no opinion. 8 Q. Do you have an opinion as to whether 9 more than minimal contact with individual class 10 members will be necessary in this case? 11 A. I have no opinion. 12 Q. Do you have any opinion as to whether 13 plaintiff and his counsel will fairly and 14 accurately represent and protect the interests 15 of the class members in this case? 16 A. I have no opinion. 17 Q. Ball Club has a monopoly on the 18 original distribution sales of Cubs tickets? 19 A. Could you define "monopoly"? 20 Q. You're the only person who sells Cubs 21 tickets from the original distribution, meaning 22 the first sale to the box office. 23 A. The traditional box office sale, we 24 would be the only seller. 65 1 Q. In your Affirmative Defense No. 11, 2 Ball Club and Premium Tickets state that 3 "Plaintiffs acquiesced, confirmed the conduct or 4 admissions alleged as to the defendants." Do 5 you know what you mean by that defense? 6 A. I do not. 7 Q. Do you know whether Premium Tickets 8 employees were given any instructions with 9 respect to marketing tickets? 10 A. I do not know. 11 Q. Do you know whether they were 12 instructed as to how to respond if people asked 13 whether Premium Tickets was connected with the 14 Cubs? 15 A. I do not know. 16 Q. Do you know who pays for Premium 17 Tickets' telephone service? 18 A. I know that Wrigley Field Premium 19 Ticketing pays for most of their expenses. I 20 assume that they are charged something for their 21 telephone service. 22 Q. Do you know who charges them for it? 23 A. Excuse me? 24 Q. Do you know who is making the charge? 66 1 A. I think the Cubs are probably 2 calculating that and charging them back, or the 3 bills may be directly in Wrigley Field's name. 4 Q. Is their phone system connected to the 5 Ball Club's phone system? Could I pick up and 6 call an extension like an internal system? 7 A. There's a connection between the 8 Mueller Engineering Building and the Ball Club 9 for the various entities using Mueller 10 Engineering. ARAMARK is the noticeable other 11 group housed in Mueller Engineering. The people 12 handling the merchandise business for ARAMARK, 13 our concessionaire, are housed in Mueller also. 14 Q. Those are the vendors? 15 A. Not the vendors, but people who work 16 for ARAMARK souvenir business in the ballpark 17 and mail order operations. 18 Q. Does the ballpark have a policy with 19 respect to people leafletting on the premises, 20 Ball Club's premises? 21 A. The ballpark premises are small. So we 22 have people on the general sidewalk quite a bit. 23 Q. I mean, do you allow that? If I owned 24 the hotdog stand and I have people standing 67 1 around the corner, would you let them stand on 2 the corner -- 3 A. We would not encourage them, but it's a 4 difficult thing, really, to monitor. 5 Q. If someone was standing out there 6 leafletting for a business on the corner of 7 Clark and Addison, would you call the police and 8 tell them to remove them? 9 A. It's not likely. 10 MR. BAUCH: Why don't we take a short break. 11 MR. KLENK: Sounds fine. 12 (A short break was had.) 13 BY MR. BAUCH: 14 Q. Mark, I just have a couple follow-up 15 questions. 16 Do the Cubs have a City of Chicago 17 public place of amusement license? 18 A. I'm not sure. 19 Q. Were you involved at all in working on 20 a book called "Wrigley Field, Celebration of the 21 Friendly Confines"? 22 A. No. 23 Q. Do you know which book I'm talking 24 about? 68 1 A. Yes. 2 Q. Were you interviewed for it? 3 A. Yes. 4 Q. Did you negotiate with a publisher 5 about publishing the book? 6 A. I was involved, you know, I guess at a 7 negotiating level several years earlier, the 8 earliest discussions about the project. 9 Q. Were you involved in filing the 10 copyright registration? 11 A. I was not personally. 12 Q. Do you know what the copyright 13 registration was filed? 14 A. I do in the. 15 Q. Do you know when the book was first 16 published? 17 A. I do not. 18 Q. Mr. Jacob, was he retained by the Cubs 19 to write the book? 20 A. I think we were responsible for the 21 fee. 22 Q. He was paid a fee? 23 A. I believe. 24 Q. Was there a written agreement with 69 1 them, an author's agreement, anything like that? 2 A. I don't know. 3 Q. What was the purpose of publishing this 4 book from the Ball Club's standpoint? 5 A. Well, there had been discussion of 6 creating a coffee table-type book, you know, 7 really over several years, and the team 8 photographer, Steven Green, you know, continued 9 to surface the concept. He kept bringing it 10 back up. 11 Q. Was there a decision made to proceed at 12 some point? 13 A. At some point. 14 Q. Was this primarily to be a marketing or 15 promotional piece for the Ball Club? 16 A. No. 17 Q. What was the purpose? 18 A. Well, the discussion upfront was that 19 there's many different kinds of people doing 20 Cub-related books, and the thought was that we 21 should participate in some way if there was 22 going to be a Cubs book. 23 Q. By essentially commissioning the book 24 to be done, doing your own Cubs book? 70 1 A. That there would be some relationship 2 with a publisher and we would participate 3 somehow in the success of the venture. 4 Q. You would get royalties from sales? 5 A. Something that would be a business 6 transaction. 7 Q. Did you have a written agreement with 8 the publisher of the book? 9 A. You know -- 10 Q. Did somebody else handle that? 11 A. I don't remember what that ended up 12 being. I believe there was a written agreement. 13 The original discussion with the publisher took 14 place a few years ago, and I really wasn't 15 involved in the last few years. 16 Q. Who in the organization, in the Ball 17 Club's organization, do you understand was the 18 point person for this project? 19 A. The publications department. Lena 20 McDonough is the director of the publications 21 department. 22 Q. So she would do like the byline, that 23 type of stuff? 24 A. Correct. 71 1 Q. Did you review the final text of the 2 book before it was approved? 3 A. No, I did not. 4 Q. Have you read the book at all? 5 A. I have leafed through the book. 6 Q. Were you around when Mr. Frank Maloney 7 was interviewed for the book? 8 A. No, I was not. 9 Q. Who is Mark Vainisi? 10 A. I believe he's a Tribune Company 11 attorney. 12 Q. Do you know when the next annual 13 meeting of Premium Tickets will be, shareholder 14 meeting? 15 A. I believe the business unit shareholder 16 meetings are typically in the spring. We have 17 not set one that I'm aware of. 18 Q. Let me just get this on the record. 19 Your attorneys have produced documents, 20 including your certificate of incorporation, 21 which, again, rather than me having you go 22 through and identify these things, I think we're 23 going to simply propose a stipulation because 24 they are what they are. I'm going to ask you 72 1 some questions that come from these documents. 2 If you need to look at the document, we'll have 3 you look at them. Otherwise, you'll probably 4 just answer. 5 We talked about the current directors, 6 which are you and Crane Kenney? 7 A. That's correct. 8 Q. Crane Kenney is who? 9 A. Crane Kenney is an attorney in Tribune 10 Company. 11 MR. KLENK: So we're clear, what business 12 unit are you talking about? I know what it is, 13 but I don't think you're clear on the record. 14 MR. BAUCH: Premium Tickets, directors of 15 Premium Tickets. 16 BY MR. BAUCH: 17 Q. Did you understand I was talking about 18 Premium Tickets? 19 A. That's what I thought you were. 20 Q. Do either you or Mr. Kenney have any 21 expertise in the operation of a ticket broker? 22 A. I'm not sure I understand the question. 23 What would constitute expertise? 24 Q. Well, do you have any experience in the 73 1 operations of a ticket broker? Have you ever 2 been involved with a ticket broker before? 3 A. Specifically a ticket broker operation, 4 no. 5 Q. What about Mr. Kenney? 6 A. You'd have to ask Mr. Kenney. 7 Q. Why did you select Bank of America for 8 the Premium Tickets bank accounts? 9 A. Tribune Company really coordinates all 10 of the bank relationships for its business 11 units. 12 Q. So that was a decision made by the 13 Tribune Company? 14 A. Correct. 15 Q. Is that something Jodi would know more 16 about? 17 A. Jodi would know more about it; but as I 18 say, the Tribune Company really directs us -- 19 coordinates that kind of activity for all of its 20 business units. 21 Q. Is Bank of America the Tribune 22 Company's regular bank? 23 A. I'm sure that the Tribune Company has 24 different banks. 74 1 Q. Do you know what type of accounts are 2 at Bank of America for Premium Tickets? 3 A. I do not. 4 Q. Have you ever seen any bank statements, 5 activity reports for those accounts? 6 A. A bank statement, no. 7 Q. Carl Rice is who? 8 A. Carl Rice is -- for the Chicago Cubs, 9 he's the director of information services and 10 special projects. 11 Q. And Jodi Reischel is the accounting 12 manager? 13 A. Jodi Reischel is the director of our 14 accounting department. 15 Q. We've talked about Mr. Kenney. Mark 16 Hianik? 17 A. Mark Hianik is a lawyer for the Tribune 18 Company. 19 Q. Mark Mallory? 20 A. Mark Mallory works for the Tribune 21 Company. 22 Q. Is he an attorney? 23 A. He is in the financial area. 24 Q. Ted Novak? 75 1 A. Ted Novak works for the Tribune 2 Company. 3 Q. In what area? 4 A. The tax department. 5 Q. Patrick Shanahan? 6 A. Patrick Shanahan works for the Tribune 7 Company. 8 Q. Do you know whether any of these 9 individuals have any experience in the ticket 10 broker industry? 11 A. I wouldn't know. 12 Q. Premium Tickets was using a general 13 ledger program called People Soft GL. Are you 14 familiar with People Soft? 15 A. Yes. 16 Q. What is People Soft? 17 A. People Soft is the software system 18 we're using to handle our general ledger, 19 Chicago Cubs and Premium. 20 Q. Do you know who owns the license for 21 the software? 22 A. I do not. 23 Q. Did Premium Tickets get a sublicense or 24 additional license? 76 1 A. I would not know. 2 Q. I'm going to skip specific questions on 3 the general ledger. I'm going to ask you, 4 though, to look at a balance sheet. It's 5 Document 228 in the documents, and it's titled 6 "Wrigley Field Premium Ticket Service." There 7 appears to be an account number, 23040, balance 8 sheet for period 9/2002. 9 Mark, I'm going to ask you to look at 10 this document, which we're going to reference as 11 Defendants' D000228 which, again, purports to be 12 a balance sheet. "Period 9" I'm assuming is the 13 ninth month of the period or September, and this 14 was a report which was, according to the stamp, 15 run 10/11/2002, which should have really been 16 the end of the season since we didn't get in the 17 playoffs this year. 18 Have you seen this before? 19 A. Yes. 20 Q. When did you first see this? 21 A. I would have seen it as a distribution, 22 you know, a few weeks after the period ended. 23 Q. Did you understand this to be basically 24 just a statement of assets for Premium Tickets 77 1 essentially at the end of the 2002 season? 2 A. For the end of period 9. 3 Q. Do you know what the entry for "Prepaid 4 Cubs tickets" reflects? 5 A. I do not. 6 Q. Do you see the entry at the bottom, 7 "Intercompany ADD Cubs/Tribune"? 8 A. Yes, I do. 9 Q. Do you know what that reflects? 10 A. I do not. 11 Q. Let me direct your attention to another 12 document in the series. This is Document 13 D000231. Have you found that? 14 A. Yes, I have. 15 Q. At the top it's titled "Statement of 16 Residual Income for Wrigley Field Premium Ticket 17 Services for period 9, 2002." I can't tell the 18 exact run date, but it appears to be sometime in 19 October. Have you seen this document before? 20 A. I believe I have. 21 Q. When did you first see it? 22 A. Soon after it was issued. 23 Q. Do you understand this to be a 24 restatement of the general ledger summaries for 78 1 various account activities for Premium Tickets 2 for the year? 3 A. I would consider it to be the P&L of 4 the Premium operation through period 9. 5 Q. It doesn't reflect -- If you notice, 6 this is a fairly common statement. The actual 7 versus plan, there was nothing keyed in for the 8 plan. I guess my question is, was there not a 9 budget for the year or a plan? 10 A. No, there was not a plan. 11 Q. This reflects game receipts of 12 $238,553. Do you understand that to be the 13 gross ticket sales that Premium Tickets had for 14 the season? 15 A. That would be my understanding. 16 Q. Then three items down which is a code 17 account, 55225, "Face value of tickets," you 18 understand that to be essentially costs of goods 19 sold, that is, the face value of the tickets 20 that are reflected in the 552000 account? 21 A. The last part of that? 22 My understanding would be that would be 23 the cost of the tickets. 24 Q. So that was the cost of the tickets. 79 1 So it looks like they marked them up roughly 2 about 100 percent; is that a fair summary? 3 A. I haven't analyzed it. 4 Q. There's another item on there, "Ticket 5 exchange management fee," which is 6 Account 574505. Do you know what that is? 7 A. I'm not sure what that is right now. 8 Q. The Ticket Exchange, that's something 9 operated by something called Ticket Innovations, 10 a company called Ticket Innovations? 11 A. They have had various names, but Ticket 12 Innovations is one of them. 13 Q. What is Ticket Innovations, to the best 14 of your understanding? 15 A. They are a partner in an online service 16 that's offered to our season ticketholders. 17 Q. They are not owned by the Tribune or 18 the Cubs? 19 A. No. 20 Q. Do you have a separate agreement with 21 them, or is that part of the Tickets.com 22 agreement? 23 A. Well, I'm not sure whether we have a 24 separate agreement with them or whether they 80 1 have an agreement with Tickets.com. 2 Q. Let's look at Document 0237. This is 3 from an earlier period, period 8. 4 My question is, do you understand how 5 the prepaid Cubs tickets as a current asset is 6 being reduced? 7 A. I do not. 8 Q. Similarly, do you understand how the 9 intercompany advance is being reduced? 10 A. I do not. 11 Q. Let's look at Document 0243. This is a 12 Wrigley Premium Ticket Services telephone 13 directory. Are some of these extensions located 14 in Wrigley Field? 15 A. I am not -- I don't know what "hunting 16 lines" are. 17 I know the title, "Upstairs Mueller," 18 would have been the office space we talked about 19 at the Mueller building, and the "rock room" we 20 discussed is the retail location. 21 Q. What about Yum Yums? 22 A. Yum Yums was the title given to the 23 hotdog/doughnut shop. 24 Q. Are there people working in there? 81 1 A. We do not right now. 2 Q. So do you think these extensions ever 3 became active? 4 A. They could not have been. We never 5 functioned out of what we're calling here Yum 6 Yums. 7 Q. Did the Ball Club authorize Premium 8 Tickets to use the Cubs logo in its advertising? 9 A. I believe in the general agreement that 10 they would have that ability. 11 Q. Did they pay any type of fee for that 12 license? 13 A. Not specifically. 14 Q. What would the Ball Club normally 15 charge someone to give them a license to use the 16 Cubs logo and trademarks to promote their 17 business or products? 18 A. The Ball Club typically doesn't have 19 situations that are like that. Usually the 20 ability to use the logo is done as part of a 21 package, a sponsor, for example, with the Ball 22 Club. 23 Q. Can you give me an example of one of 24 those? 82 1 A. Someone who might be sponsoring a 2 promotional day at the ballpark and also buying 3 advertising or doing other sponsorship-related 4 activities. 5 Q. So for example, if I was going to have 6 an event, you'd let me use your logo and say 7 Motorola day at the Ball Club, and I could put 8 the logo on the thing I mailed out to people? 9 A. That's possible if it was approved by 10 the Ball Club. 11 Q. Let me direct your attention to 12 Document D000262. What does Premium Tickets 13 mean when they say they are "Fully endorsed by 14 the Chicago Cubs"? 15 A. I don't know. 16 Q. Do you know who prepared these 17 documents? 18 A. I don't. 19 Q. Do you know whether this was actually 20 ever distributed, these documents? 21 A. I do not. 22 Q. Did Premium Tickets guarantee people 23 for lost or stolen tickets? That is, if I 24 bought a ticket from Premium Tickets and lost 83 1 it, would I get a refund? 2 A. If you bought a ticket from Premium and 3 you lost a ticket? I can't answer that. 4 Q. I went over to Bernie's and left it on 5 the bar. 6 A. I don't know. 7 Q. Let's look at Document 0286. This is a 8 media release dated Friday, November 22nd, but 9 appears, at least from my review, to be 10 identical to the press release we looked at 11 earlier, other than that date, the press release 12 that was an exhibit to the complaint. I just 13 have a couple questions on this for you. 14 What price are the vast tickets being 15 sold at? 16 A. Those are traditional box office 17 tickets. 18 Q. That's just another means of selling 19 traditional tickets? 20 A. Correct. 21 Q. The Season Ticket Exchange, were you 22 involved in getting that set up? 23 A. Somewhat, yes. 24 Q. Can you tell me about how that came to 84 1 be? 2 A. Well, there are several baseball teams, 3 four or five, who have similar activities where 4 their season ticketholders are able through a 5 mechanism created online to sell their tickets 6 or have their tickets sold to people through the 7 internet. 8 Q. And this is a product -- I mean, 9 there's a trademark on it. Do you know who owns 10 the Season Ticket Exchange trademark? 11 A. I do not. 12 Q. Do you know whether this is Ticket 13 Innovations' product? 14 A. I believe it is. 15 Q. Is Premium Tickets involved at all in 16 the Season Ticket Exchange? 17 A. Premium Tickets oversees this activity. 18 I believe there's some tasks that need to be 19 performed to make this work that the people at 20 Premium would do. 21 Q. What type of tasks? 22 A. There were some logistics that were 23 necessary to make it work. 24 Q. In these transactions who's the seller, 85 1 the season ticketholder? 2 A. The season ticketholder is offering 3 their tickets for sale, and the sales 4 transaction works through Season Ticket Exchange 5 or Ticket Innovations or the partner that 6 provided the software and is also licensed to 7 the broker. 8 Q. Is it your understanding that the 9 season ticketholder is actually the reseller; 10 the other parties are acting almost like an 11 exchange? They are not actually buying the 12 season ticketholders ticket and then reselling 13 it? 14 A. I'm not sure I understand that 15 question. 16 Q. In these transactions the middle man -- 17 whether that's Ticket Innovations, Premium 18 Tickets -- he's not buying the season 19 ticketholder's ticket and then reselling it. 20 He's just sort of putting the season 21 ticketholder together with a buyer? 22 A. I don't think I could answer that. 23 Q. Would Frank know more about this? 24 A. Frank would know nothing about that. 86 1 Q. Do you know whether Ticket Innovations 2 is an affiliate of Tickets.com? 3 A. No, I don't believe that they are 4 affiliated. 5 Q. In the press release you made a 6 statement about consumers and lost, stolen, or 7 counterfeit tickets. How frequently does that 8 come up that people either lose tickets or end 9 up with stolen or counterfeit tickets? 10 A. Frequently. My understanding would be 11 that it's pretty much a daily occurrence. 12 Q. And how do you determine there's been a 13 lost ticket? Someone just calls up and says, I 14 lost my ticket. Can I get in anyway? 15 A. It could happen that way, and people 16 could ask the Cubs box office to reissue 17 tickets, which is done quite frequently. 18 Q. What about stolen tickets? How does 19 that come up? 20 A. Similarly. They might notify us, the 21 police may be involved. 22 Q. What about counterfeit tickets? 23 A. Counterfeit tickets is more rare, but 24 we have had problems with counterfeit tickets in 87 1 the past, notably in our bleachers. 2 Q. And these are situations where people 3 took real tickets and made copies and then sold 4 them? 5 A. Correct. 6 Q. You also distinguish between legitimate 7 and illegitimate ticket brokers. What's an 8 illegitimate ticket broker? 9 A. I think a legitimate ticket broker 10 would be a licensed legal ticket broker. I 11 think everybody else who could be on the 12 sidewalk, for example, selling tickets without a 13 license would be considered to be illegitimate. 14 Q. Let's take a look at Document 0303. 15 Have you seen this before? 16 A. I don't believe so. 17 Q. Can you look at it for a minute. 18 My question is, are these the policies 19 and other operating information for Wrigley 20 Field Premium Tickets, to the best of your 21 knowledge? 22 A. You know, again, I'm not sure exactly 23 what this is. I think other people would be 24 better equipped to comment on it than me. 88 1 Q. Is this something Frank or Dan would 2 have prepared? 3 A. Frank would have nothing to do with 4 this, but Dan I'm sure could answer your 5 question. 6 MR. BAUCH: Why don't we take a quick break 7 because I'm going to make a shift to another 8 stack of documents. 9 (A short break was had.) 10 BY MR. BAUCH: 11 Q. Mark, let's look at the first document 12 in the stack, which is 001063 that goes through 13 001155. Have you ever seen that before today? 14 A. Where does it go to? 15 Q. It should be Bates-stamped or clipped. 16 It goes to 001155. It's the last page in that 17 clip. 18 A. This whole thing? 19 Q. Yes. 20 A. I don't believe so. 21 Q. Have you ever seen documents like this 22 before? 23 A. Not really. 24 Q. Well, that would limit some of my 89 1 questions, then. 2 Let's look at Document D001190. Have 3 you seen this before? 4 A. Yes. 5 Q. What is it? 6 A. It appears to be an invoice for ticket 7 printers. 8 Q. Do you see your initials on this? 9 A. Yes. 10 Q. Did you approve the payment on this 11 invoice? 12 A. Yes, I did. 13 Q. Do you understand the reference to 14 "capital" that's handwritten on there, what that 15 means? 16 A. That would be considered capital 17 expenditure. 18 Q. And that stamp that's on there, that's 19 a stamp that the Cubs use for controlling 20 disbursements and expenditures, coding them into 21 the general ledger system? 22 A. The stamp is something that accounting 23 would use, yes. 24 Q. Is that Jodi's handwriting on here or 90 1 someone else's; do you know? 2 A. It's not Jodi's, I don't believe. I 3 don't see Jodi's initials. 4 Q. In the upper right-hand corner there's 5 a number that begins "23000-A1334297." Do you 6 know what that is? 7 A. No, I do not. 8 Q. Who paid for these printers? 9 A. You know, ultimately Premium would have 10 paid for the printers. 11 Q. Who issued the check to pay for them to 12 the vendor? 13 A. You know, I'm not sure. 14 Q. Do you know how the Cubs' cash 15 management system works? 16 A. In what regard? 17 Q. Well, is there one account that all 18 revenues go into and all disbursements are 19 funneled out of, are there multiple accounts, 20 bank accounts? 21 A. I think Jodi would be better equipped 22 to answer those questions. 23 Q. Do you know who wrote the phrase 24 "Original kept at Cubs"? 91 1 A. I do not. 2 Q. Would that mean to you that the 3 invoices would be kept somewhere at Wrigley 4 Field, this invoice? 5 A. I'm not sure what it means. It might 6 mean that. 7 Q. Do you know where these invoices were 8 kept? 9 A. No. 10 Q. Look at Document D001342. Why don't we 11 look at 41 and 42. 12 MR. BAUCH: Ken has advised me they are the 13 same document. It's just that 41 is actually a 14 better copy. 15 BY MR. BAUCH: 16 Q. Do you know what this invoice -- what 17 services are being provided under this invoice? 18 A. Do I not. 19 Q. Did you initial this and approve it for 20 payment? 21 A. No. 22 Q. You did not? Do you know whose 23 initials those are? It looks like MB maybe. 24 A. I'm not sure. 92 1 Q. Look at D001192. It's an invoice from 2 MRSA Architects. Have you seen this before? 3 A. Not that I know of. 4 Q. Are you familiar with a company called 5 SEI Incorporated? 6 A. Yes, I am. 7 Q. What is that? 8 A. The company does the carpentry and 9 maintenance work at Wrigley Field. 10 Q. Did they do the buildout for the 11 Premium Tickets office? 12 A. Yes, they did. 13 Q. Was there a separate contract between 14 Premium Tickets and SEI for that work? 15 A. Not that I'm aware of. 16 Q. Who is Fred Jacobs? 17 A. He is part of SEI. 18 Q. How about Kirstin Akkeron? 19 A. I don't know Kirstin. 20 Q. Let's take a look at Document 001345. 21 Have you ever seen this document before? 22 A. I don't believe so. 23 Q. You didn't initial or approve this for 24 payment? 93 1 A. No, I did not. 2 Q. Do you know who Paul Rathje is? 3 A. Paul runs -- he's our director of 4 stadium operation. 5 Q. Let's take a look at Document DD001352. 6 Have you seen this document before? 7 A. I don't recall. 8 Q. What is this form document? 9 A. It would appear it's payment to the 10 City of Chicago Department of Revenue for 11 amusement tax. 12 Q. Is this a form of Cubs check 13 requisition that you used in the ordinary course 14 of your business? 15 A. The overall form, yes. 16 Q. Did you approve this payment? 17 A. I did not. 18 Q. Who is Sean Newberger on the "Requested 19 by" line? 20 A. That would be Sean. 21 At that point in time he worked in the 22 Cubs accounting department. 23 Q. He's no longer employed by the Cubs? 24 A. Correct. 94 1 Q. And then Jodi approved this, and then 2 it looks like MJ or somebody else approved it? 3 A. Yes. 4 Q. Do you know who that is? 5 A. I do not. 6 Q. Did Premium Tickets have its own check 7 requisition forms? 8 A. I don't know. 9 Q. Do you know if Premium Tickets had a 10 checking account? 11 A. Premium Tickets has a checking account. 12 Q. Did it use that for paying ordinary 13 bills and things like that? 14 A. No. Typically, Tribune Company and 15 their finance service center handles most of the 16 activity and it's processed through the Tribune 17 Company finance service center. 18 Q. Look at D001353. Have you seen this 19 document before? 20 A. Not that I'm aware of. 21 Q. Do you know what type of system this 22 runs off of? 23 A. No, I don't. 24 Q. Do you know who the initials "WDG" 95 1 stand for as the person who ran the report? 2 A. I do not. 3 Q. Turn to page 1354. Have you ever seen 4 this document before? 5 A. It's some form. 6 Q. Have you ever seen it before? 7 A. I don't know if I have. A form like 8 this could have been attached to something. 9 Q. Let's look at Document D001368. Have 10 you seen this document before? 11 A. Yes. 12 Q. What is this document? 13 A. This would have been a document 14 authorizing wire transfer. 15 Q. It says the purpose is "Initial funding 16 for Wrigley Field Premium Ticket Services"? 17 A. Correct. 18 Q. What were these funds being used for? 19 A. I don't know specifically. 20 Q. Who is Margio Fabro (phonetic)? 21 A. I don't know. 22 Q. Do you know who Terry Lynn is? 23 A. Yes, I do. 24 Q. Who is Terry Lynn? 96 1 A. Terry Lynn works in the Cubs accounting 2 department. 3 Q. Did you have any discussions with 4 anyone at Bank of America about this wire 5 transfer? 6 A. No. 7 Q. Or about setting up an account for 8 Premium Tickets? 9 A. I did not. 10 Q. Do you know who would have done that? 11 A. I would presume somebody at Tribune 12 Company. 13 Q. Let's look at Document D001378. It's a 14 purchase order form. Have you seen this 15 document before? 16 A. Yes. 17 Q. What is it? 18 A. It's a purchase order form. 19 Q. And this is a standard Cubs purchase 20 order form? 21 A. Yeah. It's a purchase order form that 22 the Cubs use. You can see in the corner it's 23 been modified for some of the other related 24 business units to use also. 97 1 Q. What was Rockford Baseball? 2 A. Rockford Baseball is a franchise that 3 we used to own in the Midwest league, a minor 4 league team. 5 Q. "We" being the Chicago Cubs owned? 6 A. The Tribune Company owned. I was the 7 president of Rockford. 8 Q. And that was sold at some time? 9 A. That was sold. 10 Q. What about Orlando? 11 A. Orlando, similarly, we owned a 12 franchise in the southern league, a minor league 13 team the Tribune Company owned. I was the 14 president of Orlando. We have subsequently sold 15 Orlando. 16 Q. ARA Leisure Services? 17 A. ARAMARK is the name they go by now, who 18 handles concessions at Wrigley Field. 19 Q. Are they owned by Tribune? 20 A. No, they are not. 21 Q. They are an independent company? 22 A. Yes, they are. 23 Q. Would you be doing purchasing for them? 24 A. It's possible we may do purchasing and 98 1 bill them back or something. 2 Q. I'm going to ask you to look at 3 Document D000302, which is Amendment No. 1 to 4 the ticket servicing agreement between 5 Tickets.com and the Ball Club. Have you seen 6 this document before? 7 A. Yes. 8 Q. And you signed this on behalf of the 9 Ball Club? 10 A. Yes, I did. 11 Q. Do you know who prepared the document? 12 A. Tickets.com. 13 Q. Did they send it to you by fax? 14 A. I don't remember. 15 Q. Did you have your lawyers review it? 16 A. I don't know. 17 Q. And you signed it on or about 18 February 18, 2002? 19 A. Correct. 20 Q. Were there any prior drafts of the 21 agreement? 22 A. Excuse me? 23 Q. Prior drafts that went back and forth. 24 A. I don't recall. 99 1 Q. The printers that are referenced in 2 there, those were set up in the Premium Tickets 3 offices; is that correct? 4 A. That would be correct, yes. 5 Q. Let me hand you another document, 6 D001149. This is an agreement dated June 10, 7 2002 between Wrigley Field Premium Ticket 8 Services and Chicago National Baseball Club. 9 Have you seen that before? 10 A. Yes, I have. 11 Q. Did you sign it on behalf of the 12 baseball club? 13 A. Yes, I did. 14 Q. Did you see Mr. Guza sign it on behalf 15 of Premium Tickets? 16 A. I don't recall if I saw Mr. Guza sign 17 it. 18 Q. Did you have any negotiations with him 19 over the terms of this before it was written up? 20 A. I would not describe it as 21 negotiations. 22 Q. How would you describe it? 23 A. I think this summarizes the agreement 24 between the two parties. 100 1 Q. Okay. That's fair. 2 Did you negotiate the lease between 3 Diana-Quentin and Premium Tickets for this 4 space? 5 A. I'm aware of it. 6 MR. BAUCH: Do I need to show him this, or 7 is that something we can stipulate to? 8 MR. KLENK: We can stipulate the lease is 9 the lease. 10 BY MR. BAUCH: 11 Q. Let me just show you the two leases. 12 One is D001455; the other one is D001456 -- 13 Excuse me. 14 The first page of the document is 15 001451. This is a lease dated June 10, 2002 16 between Diana-Quentin and Wrigley Field Premium 17 Ticket Services. The second document is 18 D001456, which is a lease dated the 30th of 19 December, 2002 between Diana-Quentin and Wrigley 20 Field Premium Ticket Services. 21 Mark, have you had a chance to look at 22 those two documents? 23 A. I have signed both of them. 24 Q. You signed those on behalf of 101 1 Diana-Quentin? 2 A. That's correct. 3 Q. Do you know who prepared the lease? 4 A. Tribune Company lawyers. 5 Q. Did you have any negotiations with Dan 6 over what the rental would be? 7 A. I think there was an agreement on what 8 the rental would be. 9 Q. Do you know whether that reflects fair 10 market value for the space? 11 A. I think we felt it was fair. 12 Q. Did you do any survey of what rents 13 were going for during that time period? 14 A. No, we did not. 15 Q. Has Premium Tickets paid all the rent 16 due under the lease? 17 A. I would not know. 18 Q. Do you know whether it paid the taxes, 19 its share of the taxes? 20 A. I'm not sure. 21 Q. Who in the organization would know 22 that? 23 A. Jodi. 24 Q. I'm just going to ask you to look at a 102 1 series of contracts and let me know whether 2 you've seen these and signed them. 3 The first one is document D000302, 4 Amendment No. 1 to the ticket servicing 5 agreement. This is between Tickets.Com, 6 Inc. and Ball Club. 7 My question is have you seen that 8 before? 9 A. I think I saw it a few minutes ago. 10 Q. I think that one was slightly 11 different. That was the one between Premium 12 Tickets and the Ball Club. It's also called 13 Amendment 1. That's why it's confusing. 14 Let me show you this document, a ticket 15 servicing agreement dated November 2000 between 16 Tickets.com, Inc. and Chicago National League 17 Baseball Club. It's D005000. I ask you if 18 you've seen it and if you can identify your 19 signature on the document? 20 A. I have signed this. 21 Q. You signed that on behalf of the Ball 22 Club? 23 A. Yes. 24 Q. Let me show you another document. This 103 1 is an agreement made June 10, 2002 between 2 Wrigley Field Premium Ticket Services and the 3 Ball Club. 4 A. And the question is? 5 Q. Have you seen it before? 6 A. Yes. 7 Q. Is that your signature on it? 8 A. Yes. 9 Q. And you signed that on behalf of the 10 Ball Club? 11 A. Yes. 12 Q. I'm going to show you another 13 agreement. This is the Major League Baseball 14 Club participation agreement and the outlying 15 ticket exchange group ticket window and suite 16 management. It's Bates-stamped D005022. I ask 17 you if you've seen that before? 18 A. I have signed it. 19 Q. You signed that on behalf of the Ball 20 Club? 21 A. Yes, I did. 22 MR. BAUCH: Why don't we take a short break. 23 I think we're almost done. 24 (A short break was had.) 104 1 BY MR. BAUCH: 2 Q. Mark, are Cubs tickets transferable? 3 That is, if I buy one, can I sell it or transfer 4 it to somebody else? 5 A. You know, I'm not really sure what the 6 law is. 7 Q. What's your understanding? 8 A. Obviously people get tickets and they 9 give them to customers, they sell them to 10 people. From a practical standpoint, selling at 11 face value I can't imagine breaks the law. 12 Q. I mean from your standpoint, your 13 policy. I mean, if I sold my ticket to 14 Mr. Michaels or the court reporter, would the 15 Cubs deny them entry saying, You can't -- only 16 Mr. Bauch can come in with that ticket? 17 A. I don't know. I don't understand how 18 the Cubs would understand who was the possessor 19 of the ticket or how the transaction happened. 20 MR. BAUCH: We're done. 21 MR. KLENK: Signature reserved. 22 (Witness excused.) 23 24 105 1 STATE OF ILLINOIS ) ) SS. 2 COUNTY OF COOK ) 3 IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, CHANCERY DIVISION 4 PETER JOHN CAVOTO, JR., on ) 5 behalf of similarly situated ) class members, ) 6 ) Plaintiff, ) 7 ) vs. )No. 02 CH 18372 8 ) CHICAGO NATIONAL LEAGUE BALL, ) 9 CLUB, INC., a Delaware ) corporation; and WRIGLEY FIELD ) 10 PREMIUM TICKET SERVICES, INC., ) a Delaware corporation, ) 11 ) Defendants. ) 12 13 I, MARK E. McGUIRE, being first duly sworn, on oath, say that I am the deponent in 14 the aforesaid deposition, that I have read the foregoing transcript of my deposition taken 15 January 27, 2003, consisting of pages 1 through 107 inclusive, taken at the aforesaid time and 16 place and that the foregoing is a true and correct transcript of my testimony so given. 17 _______ Corrections have been submitted 18 _______ No corrections have been submitted 19 20 MARK E. McGUIRE 21 SUBSCRIBED AND SWORN TO before me this _____ day 22 of __________ A.D., 2003. 23 _______________________________ 24 NOTARY PUBLIC 106 1 STATE OF ILLINOIS ) ) SS: 2 COUNTY OF C O O K ) 3 4 I, Tina M. Alfaro, Registered Merit 5 Reporter and Notary Public in and for the County 6 of Cook, State of Illinois, do hereby certify 7 that on the 27th day of January, A.D., 2003 the 8 deposition of the witness, MARK E. McGUIRE, 9 called by the plaintiff, was taken before me, 10 reported stenographically and was thereafter 11 reduced to typewriting through computer-aided 12 transcription. 13 The said witness, MARK E. McGUIRE, was 14 first duly sworn to tell the truth, the whole 15 truth, and nothing but the truth, and was then 16 examined upon oral interrogatories. 17 I further certify that the foregoing is 18 a true, accurate and complete record of the 19 questions asked of and answers made by the said 20 witness, at the time and place hereinabove 21 referred to. 22 The signature of the witness was waived 23 by agreement. 24 107 1 The undersigned is not interested in 2 the within case, nor of kin or counsel to any of 3 the parties. 4 Witness my official signature and seal 5 as Notary Public, in and for Cook County, 6 Illinois on this 28th day of January, A.D., 7 2003. 8 9 10 _________________________ 11 Tina M. Alfaro, CSR, RMR Notary Public 12 312 West Randolph Street Suite 550 13 Chicago, Illinois 60606 14 License No. 084-004220 15 16 17 18 19 20 21 22 23 24