Estate of Paul E. Brown, Deceased, Peter D. Brown and Michael Brown, Co-Executors - Page 18

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               Because seven games were not played, NFL teams lost about              
          $250 million in revenues from radio and television, and from                
          sales of tickets, programs, concessions and parking.  For the               
          1982 season, the Bengals lost $5.3 million in shared television             
          revenues and about $1.8 million in ticket sales.  The Bengals had           
          an operating loss of about $1 million and a total loss of about             
          $2.8 million for its fiscal year 1983 (ending February 28, 1983).           
               5.   The United States Football League                                 
               Formation of the United States Football League (USFL) was              
          announced in 1982.  The USFL planned to play its games in the               
          spring, not in direct competition with the NFL.  However, it                
          intended to compete with the NFL for the admissions and radio               
          revenues in areas where both leagues had teams.                             
               The USFL secured a national TV contract in May 1982 for its            
          spring 1983 season.  The USFL formed teams in Birmingham,                   
          Chicago, Denver, Detroit, Los Angeles, New Jersey, New Orleans,             
          Oakland, Philadelphia, Phoenix, Tampa, and Washington, D.C.  In             
          the spring of 1983, the USFL announced plans to expand to                   
          Houston, Jacksonville, Memphis, Tulsa, Pittsburgh, and San                  
          Antonio for the 1984 season.                                                
               The USFL sought immediately to sign the best college and               
          professional football players available.  The USFL's efforts to             
          sign NFL and college players became a concern for the Bengals               
          during the 1982 season.  In November 1982, quarterback Jack                 
          Thompson, the Bengals' number one draft choice in 1979, refused             




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