The Anschutz Company

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The Anschutz Company

555 17th Street, Suite 2400
Denver, Colorado 80202-3941
U.S.A.
Telephone: (303) 298-1000
Fax: (303) 298-8881

Private Company
Incorporated: 1992
Employees: 100
NAIC: 551112 Offices of Other Holding Companies

The Anschutz Company and its affiliates, including the Anschutz Corporation and Anschutz Investment Company, are the investment vehicles for the diversified interests of Philip F. Anschutz. Originally funded by the oil and gas holdings of his father, the publicity-shy Anschutz quietly became a billionaire in the early 1980s as a result of his oil and gas exploration ventures. Consistently ranked as one of the richest persons in Denver, Anschutz became better known nationally in the late 1980s and early 1990s for acquiring railroad lines, including the small Rio Grande Railroad and a railroad giant, Southern Pacific Rail Corporation. In 1996 he engineered the sale of Southern Pacific to rival Union Pacific Corporation, pocketing $1.4 billion in profits from an initial $90 million investment. By that time he had invested about $55 million into a sleepy offshoot of Southern Pacific to develop what would eventually become Qwest Communications International Inc., a major telecommunications firm based in the western United States that acquired U S West Inc., one of the Baby Bells, in 2000. In the early 2000s Anschutz moved aggressively into entertainment and media. AEG (formerly Anschutz Entertainment Group) is the nation's second largest producer of concerts and other events; owns stakes in the Los Angeles Kings hockey franchise, the Los Angeles Lakers basketball team, and the state-of-the-art Staples Center; and owns five Major League Soccer teams. Anschutz also controls Regal Entertainment Group, the largest movie theater chain in the United States. His evangelical Christian beliefs have also led him to form Anschutz Film Group, which through two film production companies, Walden Media and Botany Bay Productions, aims to produce "family-friendly" films. His newspaper holdings include the San Francisco Examiner and the Washington Examiner. In addition to being the largest shareholder in both Union Pacific (6 percent stake) and Qwest (16.5 percent), Anschutz continues his involvement in the energy sector through a 16 percent stake in Forest Oil Corporation, a Denver-based oil and gas exploration and production company, and a 59 percent interest in Long Beach, California-based Pacific Energy Partners, L.P., which is involved in gathering, blending, transporting, storing, and distributing crude oil in the western United States and Canada. He also has extensive real estate holdings. His estimated net worth of $5.8 billion is well down from the $18 billion of the late 1990s when Qwest was riding the tech stock bubble. A marathon runner in his younger years, Anschutz has built this fortune through tenacity, savvy dealmaking, strategic timing, and a knack for spotting trends.

From Struggling Wildcatter to Billionaire Dealmaker: 1960s to Early 1980s

Philip F. Anschutz was born in Russell, Kansas, in 1939 (some sources say it was Grand Bend). His father, Fred Anschutz, was a renowned oilfield wildcatter who made and lost several fortunes. It was Fred Anschutz who founded the Anschutz Corporation, which was called Anschutz Dunwoody Drilling Co. Inc. when it was formed in 1960. At that time, Philip Anschutz was in college at the University of Kansas, where he earned a bachelor's degree in finance, with honors, in 1961. The following year, the younger Anschutz was days away from starting classes at the prestigious University of Virginia law school, when his father became ill; he returned home to take over the family businesses, including Anschutz Corporation and the oil wildcatting company, Circle A Drilling. He also relocated to Denver that same year.

Success did not come immediately for the young wildcatter. It was not until 1968 that he made his first major strike—and his first million—while contract drilling for Chevron near Gillette, Wyoming. When the huge oilfield caught fire soon after its discovery, Anschutz averted disaster by persuading the famed oil-fire fighter Red Adair to take on the blaze despite Anschutz's shaky finances, and by securing $100,000—enough to tide him over until he could get financing from his bankers—from Universal Studios. Universal just happened to be filming Hell-fighters, which had John Wayne playing Adair, and were pleased to be able to shoot footage of a real fire and the real Adair in action.

Over the next several years, Anschutz's fortunes waxed and waned, and it was during this period that he began to expand outside of the oil industry while continuing to own oilfields in Montana, Texas, Colorado, and Wyoming. Anschutz purchased cattle ranches, uranium and coal mines, and wheat and vegetable farms, and launched a New York-based commodity trading company specializing in oil and metals. He was nearly ruined by a disastrous coal mining investment before managing to sell the money-losing mines to an electric utility.

Among the real estate Anschutz purchased in the early 1970s was a property on the Wyoming-Utah border, known as Anschutz Ranch East. In 1978 Amoco Corporation discovered a huge reservoir of oil and natural gas adjacent to this ranch—what turned out to be one of the largest discoveries since Alaska's Prudhoe Bay. Amoco attempted to buy Anschutz's mineral rights but he refused. Instead, he expanded his holdings of what became known as the Overthrust Belt, acquiring leases on ten million acres. Then in a prime example of his exquisite timing, Anschutz sold a half-interest in the mineral rights on his ranchlands to Mobil Corporation for $500 million in 1982, not long before the 1980s oil crash. Were it not for this shrewd maneuver, which made him a billionaire, ranking 13th on Forbes magazine's list of the richest Americans, Anschutz could have been one of the crash's casualties.

Anschutz parlayed his oil and gas wealth into the stock market, downtown real estate (primarily in Denver), and, ultimately, the railroad industry. Anschutz contemplated and then abandoned takeovers of two publicly traded companies in the 1980s, ITT and Pennwalt; in the process of buying and selling shares in the companies, he pocketed more than $100 million. In the early 1980s, Anschutz spent $61.5 million for a nearly 25 percent stake in troubled Ideal Basic Industries, one of the largest companies in Colorado and one of the country's leading producers of cement and potash. Anschutz ended up clearing a $30 million profit on what had looked like an extremely risky investment.

Anschutz's first major venture into real estate began in 1974 when he secured a 30 percent interest in all projects developed by the Oxford-AnsCo Development Co.—a subsidiary of a leading Canadian development company, Oxford Properties Inc.—for $1 million and downtown property owned by Anschutz in Denver and Colorado Springs. By the early 1980s, Oxford-AnsCo had developed several major skyscrapers in Denver, including the 56-story Republic Tower and the 39-story Anaconda Tower, worth an estimated $250 million. The relationship with Oxford-AnsCo soured when Anschutz gained the vast real estate holdings of the Denver & Rio Grande Railroad in 1984 and wanted to begin to develop real estate on his own rather than through the Oxford partnership. Late in 1984, the partnership was dissolved and the holdings divided between Anschutz and Oxford, with Anschutz keeping the Anaconda Tower (where the company's offices were still located in the early 21st century), Denver's Fairmont Hotel, and a half-block of undeveloped land in Denver.

Key Dates:

1960:: The Anschutz Corporation, originally called Anschutz Dunwoody Drilling Co. Inc., is founded by Fred Anschutz, an oil wildcatter.
1962:: Philip Anschutz takes over Anschutz Corporation from his father, setting up shop in Denver.
1968:: The younger Anschutz makes his big strike as a wildcatter.
1982:: Anschutz sells a half-interest in the mineral rights on his ranchlands to Mobil Corporation for $500 million.
1984:: Anschutz acquires the Denver & Rio Grande Railroad.
1988:: Anschutz purchases Southern Pacific, merging it with the Rio Grande.
1991:: Anschutz separates SP Telecom from Southern Pacific, retaining the right to lay fiber-optic cable along the railroad's rights-of-way.
1992:: The Anschutz Company is formed and made parent company of Anschutz Corp.
1995:: With Edward Roski, Jr., Anschutz purchases the Los Angeles Kings hockey team; Anschutz acquires Qwest Communications and merges SP Telecom into it.
1996:: Union Pacific acquires Southern Pacific; Anschutz pockets about $1.4 billion from the sale; Qwest announces that it will build a nationwide, state-of-theart, fiber-optic network.
1997:: Anschutz hires AT&T executive Joseph Nacchio to head Qwest, which is taken public later in the year; Anschutz retains an 84 percent stake in Qwest, which is worth $4.9 billion by year-end.
1998:: Anschutz gains part-ownership of the Los Angeles Lakers basketball team.
1999:: The Staples Center, part-owned by Anschutz, opens in Los Angeles.
2000:: Qwest acquires U S West in a $43.5 billion stock swap, which reduces Anschutz's stake in Qwest to 38 percent, or about $12 billion.
2001:: In partnership with Cary Granat, Anschutz forms the film production company Walden Media.
2002:: Qwest collapses amid a scandal involving accounting and other financial improprieties; its stock plummets to 90 percent below its all-time high, cutting the value of Anschutz's stake to as low as $322 million; three Anschutz-controlled movie theater chains are combined into Regal Entertainment Group, which is taken public.
2004:: Anschutz buys the San Francisco Examiner newspaper.

Mid- to Late-1980s: Modern-Day Rail Baron

Soon after becoming president in 1981, Ronald Reagan deregulated the U.S. railroad industry. Anschutz spotted a huge opportunity here, anticipating that the deregulation would inevitably lead to consolidation and the possibility of profiting from dealmaking. He started modestly, with the 1984 purchase of the Denver & Rio Grande Railroad, commonly known as the Rio Grande, a small railroad that then consisted of more than 3,400 miles of track from Missouri to Utah. Anschutz Corp. purchased the Rio Grande's parent, Rio Grande Industries, Inc., for $500 million, $90 million of which was in cash and the remainder in loans. This heavy debt load, coupled with competition from the Union Pacific line and several lost coal-hauling accounts, led to an approximate revenue loss of 20 percent over the first four years under Anschutz and a net loss of $1.8 million over an 11-month period in 1987 and 1988.

The Rio Grande's small size and its position as a bridge carrier (providing connections between other rail lines) led Anschutz to pursue the acquisition of the railroad giant Southern Pacific (SP) in an attempt to save the much smaller Rio Grande. With 20,000 miles of track thoroughly covering the West Coast and a line through the southern United States to the Mississippi River, SP was even more attractive to Anschutz for its connections to the Rio Grande lines in Kansas City and Ogden, Utah, making for a synergistic coupling.

Anschutz had to overcome a major hurdle to achieve his objective of solidifying his railroad holdings. Santa Fe Industries Inc. had purchased Southern Pacific in 1983 with the intention of merging SP with the Atchison, Topeka & Santa Fe Railway (known as the Santa Fe), one of SP's main competitors. The proposed merger elicited immediate opposition from government officials and Santa Fe's competition, and with the added impetus of pressure from Anschutz, whom Forbes called "politically influential," the Interstate Commerce Commission (ICC) in 1987 blocked the Santa Fe–SP merger as anticompetitive. Robert Krebs, the chairman of Santa Fe Industries, was forced to sell one of his lines and chose SP, which he felt was the weaker of the two.

Anschutz closed the deal for Southern Pacific in the fall of 1988. Similar to many other takeovers of the 1980s, Anschutz engineered a highly leveraged purchase in which Rio Grande Industries paid Santa Fe Industries just over $1 billion in cash, most of it borrowed, for SP, assuming more than $700 million in SP debt. After the deal, Anschutz held 71 percent of the Rio Grande, which now controlled SP, while Morgan Stanley as a minority partner controlled the remaining 29 percent through its purchase of $111 million in Rio Grande common stock. As William P. Barrett noted in Forbes, "Beyond the original cash stake in the Rio Grande, Anschutz put not a penny more into the deal," thereby making him the first individual to own a major railroad in decades.

Early 1990s: Turning SP Around

In the initial years after the purchase, Rio Grande Industries struggled to overcome its huge debt load, which had led to $100 million-plus interest payments each year, as well as the decline in SP's traditional accounts in auto parts, lumber, and food; increased competition from Union Pacific and Santa Fe; and more rigorous safety inspections in California, where SP trains were involved in two chemical spills in July 1991. Amid speculation that he would be better off breaking up SP and selling it piecemeal (Krebs of the Santa Fe still coveted much of the SP line and approached Anschutz about a deal several times without success), Anschutz told Forbes: "I said in my original ICC filing that we would turn this railroad around; I'm in it for the long haul." Anschutz also foresaw that Southern Pacific would be far more valuable intact than in parts, especially after industry consolidation proceeded to its endgame when one of the western railroads, in order to remain competitive, would pay dearly for SP.

To reduce the debt load, Anschutz sold large portions of Southern Pacific's vast real estate holdings, more than $1 billion worth by the end of 1991 and nearly $400 million in 1992 alone. Anschutz also began to improve the quality of its service through heavy expenditures to maintain its track and hiring a quality expert, Kent Sterett, from its competitor Union Pacific. As trade between the United States and Mexico increased in the early 1990s, SP seemed best positioned to profit from it with its six Mexican gateways in California, Texas, and Arizona. Anschutz's strategy appeared to be working as an operating loss of $347.7 million in 1991 had been reduced to $24.6 million in 1992. But in 1993, SP slid back to a loss of $149 million.

In the summer of 1993, Anschutz turned to a railroad company veteran, Edward Moyers, to assist in turning SP around. Moyers had retired after a very successful four-year stint at Illinois Central, where he cut its operating ratio (operating expenses as a percentage of revenues) from 98 percent to 71 percent. Anschutz hired Moyers as chief executive, and Moyers immediately focused on Southern Pacific's operating ratio, which stood at 96.5 percent in 1993. The hiring enabled Anschutz to embark on a new and surprising strategy for a man who preferred to keep his dealings private: taking SP public.

In another effort to reduce the debt load, 30 million shares were offered in August 1993. Although the initial offering price was estimated at $20 per share, the actual price of the shares as issued was $13.50. Still, that the offering was successful at all was attributed by many to the hiring of Moyers. Investor interest in Southern Pacific increased in the several months that followed, so that by February 1994, when a second stock offering of 25 million shares was initiated, the stock sold for $19.75 per share. Following these sales, Anschutz owned 41 percent of the shares outstanding. Henry Dubroff of the Denver Post estimated that Anschutz had pocketed pretax profits of as much as $500 million from the stock offerings.

Meanwhile, Moyers started a multipronged strategy for revitalizing Southern Pacific. First, he planned to cut costs by reducing the employee ranks through a buyout program and a reorganization. In his first year, he reduced the labor force by more than 3,000 to about 19,000 jobs. Second, Moyers focused on service to SP's customers, putting pressure on his subordinates to improve the operations. This initiative saved a lucrative Georgia-Pacific account by increasing on-time Georgia-Pacific deliveries from zero to 80 percent in three months. Overall, on-time deliveries were up by more than 50 percent in his first year. Moyers also sought to bolster Southern Pacific's equipment through the purchase of new locomotives, the rebuilding of existing locomotives, and better maintenance of both trains and track. Although SP was still in weak financial condition, Moyers had managed to make a number of improvements, and in February 1995 he once again retired. Moyers was succeeded as president and CEO by veteran railroader Jerry R. Davis.

Anschutz was also attempting to leverage the real estate holdings of Southern Pacific by developing some of the land rather than selling it to other developers. Starting around 1994, Anschutz was involved in the planning of a downtown development in his base city of Denver on land along the South Platte River that he had purchased from SP. Anschutz and Comsat (later Ascent Entertainment), then owners of the National Basketball Association's Denver Nuggets and later the owners of the National Hockey League's Colorado Avalanche, developed a proposal for a $130 million sports and entertainment center that would include a new basketball and hockey arena and film and television studios. But the plan fell through when Anschutz insisted that Ascent sell him 50 percent of the Avalanche and Ascent refused. In the end, Anschutz sold the land underneath what would eventually become the Pepsi Center to Ascent for top dollar; he would also turn away from Denver and seek his entrée into the sports world to the west, in Los Angeles.

Mid- to Late 1990s: Exit Railroads, Enter Qwest and Sports, Reenter Oil

By 1995 railroad industry consolidation was reaching a crescendo, with the number of major railroads having been reduced from 40 in 1980 to ten, and with the completion of the merger of Burlington Northern and the Sante Fe. There were now just three major rail companies in the western United States: Southern Pacific, Union Pacific, and the newly named Burlington Northern Sante Fe, which was about the size of the other two combined. Not surprisingly, then, the Southern Pacific and Union Pacific entered into what turned out to be lengthy discussions about a merger. Finally, in November 1995 Union Pacific filed an application with the ICC to acquire Southern Pacific.

Completion of the merger was by no means certain. The rail systems of Burlington Northern and the Sante Fe scarcely had any overlap, while the merger of SP and UP would eliminate competition on certain runs, most notably in Texas and between Colorado and California. Meanwhile, the U.S. Congress, under full Republican control for the first time in decades, was considering the abolition of the ICC and its replacement by a more industry friendly Surface Transportation Board (STB). With Anschutz once again wielding political pressure, the Congress passed the legislation that replaced the ICC with the STB in December 1995. In July 1996—despite opposition from the U.S. departments of Justice, Transportation, and Agriculture; from such rival railroads as Kansas City Southern and Consolidated Rail; and from the governor of Texas, George W. Bush—the STB approved the merger in July 1996, with the only major stipulation being that UP grant trackage rights for about 4,000 miles of track to Burlington Northern Sante Fe.

Union Pacific paid $5.4 billion for Southern Pacific, with Anschutz pocketing about $1.4 billion from the sale. Part of this came in the form of stakes of more than 5 percent each he gained in Union Pacific (a stake initially worth about $700 million) and in Union Pacific Resources Group Inc., a leading independent oil and gas exploration and production company that was spun off from Union Pacific in 1995 and 1996 (the stake in the latter was worth about $300 million). The $1.4 billion figure was an astounding gain on what had essentially been Anschutz's initial cash investment (in the Denver & Rio Grande Railroad) of $90 million.

Anschutz continued to hold his 5 percent stake in Union Pacific into the 21st century. UP suffered from highly publicized difficulties integrating SP, resulting in massive gridlock in the summer of 1997 and extending into 1998; it was estimated that by March 1998 delays in UP shipments had cost rail customers about $1 billion in curtailed production, reduced sales, and higher shipping costs. The New York Times called the takeover "the most spectacular merger fiasco of modern times."

While Anschutz's railroading venture garnered him the most publicity in the early to mid-1990s, other activities stepped into the spotlight in the late 1990s. Emerging seemingly out of nowhere to replace Southern Pacific as Anschutz's key venture was Qwest, a company whose lineage came straight out of Southern Pacific. Beginning in 1987, the railroad operated a sleepy subsidiary called SP Telecommunications Company, which installed fiber-optic cable along its tracks for the use of the railroad and for telephone companies. In 1991 Anschutz carved SP Telecom out of Southern Pacific, taking full control of it for an investment of $55 million. SP Telecom continued digging trenches along the tracks and laying fiber-optic cable, then leasing the lines to such telecommunications firms as AT&T and MCI. The company began offering its own long-distance service to business customers in the Southwest in 1993. Two years later, Anschutz acquired Qwest Communications Inc., a Dallas-based digital microwave company, and merged SP Telecom into it, setting up headquarters in Denver. He also began securing the rights to lay cable along the tracks of other railroads, eventually gaining agreements to lay cable along 40,000 miles of railway.

In the fall of 1996, perhaps not coincidentally soon after Union Pacific's takeover of Southern Pacific was consummated, Qwest announced that it planned to develop a nationwide fiberoptic network, using the most advanced technology and offering the highest capacity of any U.S. telecommunications network. With the Internet beginning its explosive late 1990s growth, telecommunications companies were clamoring for additional capacity. To fund the cost of constructing the massive network—initially estimated at $1.4 billion—Qwest in 1996 reached an agreement with Frontier Corporation, whereby Frontier, at the time the number five U.S. long-distance company, would invest $500 million in Qwest in exchange for the right to 25 percent of the capacity of the Qwest network for the following 50 years. Anschutz next pulled off a coup by hiring Joseph Nacchio, a top AT&T executive, to run Qwest as CEO (Anschutz remained chairman). Following Nacchio's hiring in January 1997, Qwest inked two additional deals with WorldCom and GTE, similar to the one with Frontier, for another $600 million. To pare down the company's $311 million in debt, Anschutz took Qwest public in June 1997 through an IPO that raised $321 million. Anschutz retained an 84 percent stake in Qwest, whose stock soared from $22 per share at offering to more than $50 by the end of 1997. At that point, Anschutz had managed to turn his initial $55 million investment in SP Telecom into $4.9 billion. He had now made billion-dollar fortunes in three separate industries: oil, railroads, and telecommunications.

Over the next few years, Qwest grew rapidly through acquisitions. In 1998 the company became the number four long-distance company in the United States through a $4.4 billion stock-swap purchase of LCI International. The following year Qwest battled for control of local telephone provider U S West Inc., one of the original Baby Bells, with another upstart telecommunications company, Global Crossing Ltd. Qwest eventually won the battle, acquiring U S West for about $43.5 billion in stock in 2000. These and other deals diluted Anschutz's stake in Qwest by mid-2000 to about 38 percent, which still translated into about $12 billion.

Meanwhile, Anschutz began his move into the sports world in 1995 when he teamed with Los Angeles developer Edward Roski, Jr., to buy the Los Angeles Kings hockey team for $114 million. Anschutz also bought three professional soccer teams, the Los Angeles Galaxy, the Colorado Rapids, and the Chicago Fire, all part of Major League Soccer, which Anschutz owned a part of as well. In 1997 Anschutz and Roski inked a deal to build a state-of-the-art sports arena in Los Angeles that would become the home ice for the Kings. The following year the partners purchased a 25 percent stake in the Los Angeles Lakers, one of the premier teams of the National Basketball Association. The Lakers, the Kings, and another NBA team, the Los Angeles Clippers, began playing in what became the $400 million, 20,000-seat Staples Center in the fall of 1999. Anschutz also owned 30 acres of land around the arena that he planned to develop into a vast entertainment complex with hotels, restaurants, theaters, and offices. Filling the Staples Center on off nights became the inspiration for Anschutz's entrance into concert promotion. Anschutz Entertainment Group eventually became the second largest promoter of concerts and other events in the United States.

While his ventures into telecommunications and sports grabbed most of the headlines in the second half of the 1990s, behind the scenes, Anschutz became increasingly active in the industry in which he made his first fortune, petroleum. In 1995 Anschutz purchased a 40 percent stake in Forest Oil Corporation, a Denver-based oil and gas exploration and production company founded in 1916, for $45 million. Anschutz attempted to build Forest Oil into a major independent oil company through mergers and acquisitions. In 1996 and 1997 Forest Oil acquired two Canadian exploration and production companies, Saxon Petroleum Inc. and ATCOR Resources Ltd. Forest Oil then purchased some of Anschutz's oil and gas properties in 1998 for about $80 million in stock. In 2000 the company agreed to acquire a Miami, Florida-based exploration and production firm called Forcenergy Inc., which Anschutz had gained control of after it went into bankruptcy.

Early 2000s: Qwest Implosion, Expanding into Entertainment and Media

Anschutz's reputation as a modern-day Midas took a serious hit in the early 2000s with the collapse of Qwest, a central event in the wave of accounting scandals that rocked corporate America in the wake of the bursting of the late 1990s tech/telecom stock bubble. Not only was Qwest accused of various accounting improprieties, the company and its competitors overbuilt their fiber-optic networks, essentially squandering billions of dollars creating unneeded capacity. Qwest was eventually forced to lower its reported profits for 2000 and 2001 by $2.5 billion because of the improper accounting practices. By August 2002 Qwest's stock had plummeted more than 90 percent, wiping out the paper profits of the company's shareholders. The largest of these was of course Anschutz, who saw the worth of his shares fall from $17 billion to $322 million; according to Forbes, his overall net worth plunged from the high of $18 billion in early 2000 to $4.9 billion in early 2003. Anschutz nevertheless had managed to sell about 20 percent of his Qwest holdings between 1997 and 2001—before the collapse—thereby logging profits of $1.85 billion. This led Fortune magazine in September 2002 to name him the nation's "greediest executive," prompting his company to release a rare public statement calling the article "inaccurate and unfair."

Although a number of Qwest executives were the subject of a variety of criminal and civil indictments and lawsuits in connection with the financial scandal, and the company itself settled a Securities and Exchange Commission fraud suit in October 2004 by paying a $250 million fine, Anschutz was never directly implicated. As nonexecutive chairman until June 2002, when he resigned that position while staying on the board, Anschutz claimed that he was not involved in the day-to-day operations, a contention that Nacchio disputed. The closest that Anschutz came to prosecution was a case involving IPO "spinning," that is, receiving IPO shares from a Wall Street firm in exchange for directing investment-banking business to the firm. New York State Attorney General Eliot Spitzer accused Anschutz, Nacchio, and several other top executives of telecommunications firms of spinning, and in May 2003 Anschutz agreed to a settlement whereby he donated $4.4 million to New York law schools and charities, without admitting or denying wrongdoing.

In the meantime, Anschutz used part of the proceeds from his sales of Qwest stock to make major moves into the entertainment industry, specifically film production and movie theaters. In the case of the former, Anschutz was apparently at least partly motivated to act based on his conservative Christian beliefs. This seemed to be a departure for the billionaire dealmaker, whose previous forays had been strictly business (though his Anschutz Foundation was well-known for funding right-wing, conservative Christian causes). Anschutz's goal in setting up Anschutz Film Group was to create family-friendly films. In a February 2004 speech, he played down the money angle, saying, "My friends think I'm a candidate for a lobotomy, and my competitors think I'm naive or stupid or both. But you know what? I don't care. If we can make some movies that have a positive effect on people's lives and on our culture, that's enough for me." Crusader Entertainment was created in 2000 to produce films free of violence, sex, drugs, tobacco, and profanity. Anschutz established Walden Media the following year in partnership with veteran film producer Cary Granat, formerly of Miramax, to make G and PG movies that could tie into schools' reading lists. None of Crusader's movies made much money, however, and it was shut down in 2004. Crusader was replaced by Botany Bay Productions, which found success with Ray (2004), a biopic about the life of singer Ray Charles that was awarded two Oscars and grossed $125 million at the box office. Walden, meantime, scored a minor hit in 2003 with a film adaptation of the award-winning teen novel Holes, but then suffered a major flop the next year when a remake of Around the World in 80 Days, which cost $110 million to make, grossed only $75 million at the box office. The film group's biggest bet, however, came when Walden teamed with Walt Disney Company to develop C.S. Lewis's Chronicles of Narnia, a series of religious allegorical fantasies set in the mythical kingdom of Narnia, into a series of movies—hoping for a Lord of the Rings type of blockbuster payoff. The first of these was a $150 million version of The Lion, the Witch, and the Wardrobe, slated for release in late 2005. More than one observer noted the parallels between filmmaking and oil wildcatting—box office flops/dry holes, smash hits/gushers—which seemed to suggest that Anschutz possessed the temperament needed to succeed in Hollywood. It also did not hurt that the nascent movie mogul's focus on P and PG movies also made business sense: films with those ratings made more money than the ubiquitous R-rated fare.

The move into movie theaters seemed more typical for the Denver billionaire: building an empire by buying low. In the mid- to late 1990s the major U.S. theater chains participated in a debt-fueled building spree, eventually creating too many screens and seats in relation to patron demand and saddling themselves with unsustainable amounts of debt. Four major exhibition companies filed for bankruptcy in 2000 alone. Anschutz's approach was to buy a large portion of the distressed bank debt of a particular chain (at fire sale prices); take the company into bankruptcy where unprofitable leases could be jettisoned, underperforming locations shut down, and the debt restructured; and then turn his share of the debt into majority equity control of the company when it emerged from bankruptcy. Anschutz in this way took over, from 2000 to 2001, United Artists Theatre Company, Edwards Theatres Circuit Inc., and Regal Cinemas Inc., the latter being the largest movie theater operator in the United States. In 2002 the three companies were then combined into Centennial, Colorado-based Regal Entertainment Group, which started out with 561 theaters and 5,885 screens located in 36 states—nearly twice as large as its nearest competitor, AMC Entertainment Inc. The new Regal had debt of just $700 million, compared to the combined $3 billion of its three predecessor firms. In May 2002 Anschutz took Regal public, through an IPO that raised $342 million from the sale of 18 million shares at $19 apiece. Regal posted profits of $334 million on revenues of $2.5 billion in 2004. Future plans for Regal included making its thousands of screens the centerpiece of a digitally wired network that could display an unprecedented amount of advertising as well as stage corporate meetings and other events during the many hours during the day when few people go to the movies.

Anschutz's expansion into newspapers seemed on the surface to be another case of bargain hunting, though there was much speculation about possible hidden agendas. In early 2004 Anschutz bought the money-losing San Francisco Examiner for $20 million. Once the flagship of William Randolph Hearst's newspaper empire, the 145-year-old Examiner had long been in decline as San Francisco's second major paper, straining to survive as a free daily in the shadow of the San Francisco Chronicle. Anschutz next bought three struggling dailies in suburban Washington, D.C., and then relaunched them in February 2005 as the Washington Examiner. These two papers formed the basis for a new Denver-based company, Clarity Media Group, which signaled its ambitions for expansion by trademarking the Examiner name in 67 additional cities. Clarity's strategy was to distribute its tabloid-style newspapers free of charge to the most affluent zip codes in an area, focusing on young, college-educated homeowners—the demographic most desired by advertisers. By the spring of 2005 the print runs of both papers had been doubled, but when—if ever—they might turn a profit was an open question.

At this same time, the twists and turns at Qwest continued. The company, whose largest shareholder remained Anschutz with a 16.5 percent stake, was saddled with $17.3 billion in debt, and it seemed to need either a major recapitalization of its balance sheet or a bankruptcy filing to survive. Its financial health was further imperiled by fierce competition and a steady erosion in landline customers, and it also lacked a wireless division. New CEO Richard Notebaert attempted to move the company forward by buying MCI Inc., but by mid-2005 he appeared to have failed after a lengthy battle with Verizon Communications Inc. Meanwhile, Anschutz Company's newly renamed AEG unit (the former Anschutz Entertainment Group) was moving ahead with two highprofile projects. In London, AEG was investing $1.8 billion to develop the failed Millennium Dome into The O2 (named after the British wireless firm O2 in a naming-rights deal). The O2 was slated to include a 23,000-seat indoor arena, ten restaurants, eight bars, a British music hall of fame, a theater and a music hall, and possibly a major casino. In Los Angeles, groundbreaking was scheduled for September 2005 on a $1 billion project on property around the Staples Center. This endeavor, dubbed "Times Square West," was slated to include a 55-story Hilton hotel, a music museum for showcasing and hosting the Grammy Awards, theaters for movie premieres, shops, restaurants, offices, and residential units.

As always, Anschutz was keeping numerous irons in the fire. Although his golden touch had certainly been tarnished by the Qwest debacle, and a number of observers questioned his moves into media and entertainment, it still seemed unwise to bet against him. He had already cashed in on the Regal Entertainment venture to the tune of a few hundred million dollars, and there was the potential for other gushers from his media/entertainment "wildcatting."