Tower Struggle

In the Skylight Concourse at the Avenue at Tower City, the fountains still gurgle. People lounge on the green marble ledge, checking their phones or watching the foot traffic as smooth jazz echoes up toward the glass-domed roof. 

But for each thing that’s the same, another has changed. Near the fountain, a store called A Dollar sells a two-piece plastic soap dish for $1.50. There are no major designer stores. McDonald’s has abandoned the food court. The Hard Rock Cafe departed earlier this year. Passers-by wear headphones, intent on getting to downtown’s streets or the transit station.

*****

The Terminal Tower has always been a family business — 52 stories of civic and personal aspiration anchored deep in Cleveland’s bedrock. 

When the enigmatic Van Sweringen brothers built the Union Terminal complex in the late 1920s, it was the crown atop their railroad empire, a symbol of Cleveland’s industrial might. 

But by the time the Ratners and Forest City Enterprises took over in the 1980s, the train station and the town needed more than a little parental attention. 

“They not only picked up a legacy, but they bought the symbol of the city,” says John Grabowski, a history professor at Case Western Reserve University. “Whatever the terminal was or is or wasn’t, it’s still the landmark for the city.”

Founded by siblings Charles, Max, Fannye and Leonard Ratner as a series of lumber and building supply companies in the 1920s, Forest City has become a national real estate firm. And the Ratner family — Albert, Charles, James, Ronald, Ruth and her ex-husband, Sam Miller, among them — has been deeply devoted to Cleveland’s philanthropic, civic and political life for decades.

Their grand plan was to reimagine the terminal complex as a draw for suburban families to mingle, shop and dine in the city. They even made a movie about it. The Memories and the Dream begins with a shot of the Terminal Tower, the brilliant orange sun overhead. As the music swells, a narrator cuts in. 

“I remember it like it was yesterday,” he says, as a 1930s-era family tumbles out their front door. “We were all dressed up in our best clothes, and dad had the car all shined up. We were going to see what he said was one of the biggest buildings in the world. It was the opening of the Terminal Tower.”

They pile into the vintage car. ”Gosh, we were all so excited,” says the narrator. “You know, that wonderful memory has stuck with me … all these years.”

Quickly, we’re in the present. A family in 1990s pastels makes their way from a suburban house to the car. “Man, we were so excited,” says the teenage son in voiceover. “We were all going to the Disney Store. Dad wanted us to see this huge bunch of buildings built right under the Terminal Tower. What a neat building.”

Scenes from Tower City’s 1990 opening ceremony show the Skylight Concourse. Dancers frolic and choruses clad in teal, maroon and mustard sweaters sing, “Celebrate, celebrate, celebrate, a new creation!” Balloons and confetti stream from the ceiling. 

We leave the hoopla for Ruth Ratner Miller, president of Terminal Tower Inc. and the public face of the project. “When I was a young woman, one wore white gloves and a hat to come downtown, to know that it was a very special place,” she says. “But even today, coming downtown, that trip of coming downtown, heightens one’s awareness, heightens one’s energy.”

It’s been a quarter century since then. Suburbanization and sprawl pushed residents farther from the central city. The high-end stores departed. Forest City, the company the Ratners founded, found fertile markets for mammoth projects in Denver, New York City and elsewhere. Ruth Ratner Miller passed away.

But, something else happened too. Public Square rediscovered its New England roots. A grocery story opened in the former Cleveland Trust Co. rotunda. And an estimated 14,000 looking for that heightening found it by living downtown. 

Just as the city center seems to be inching back to a version of that black-and-white urban ideal, the Ratners and Forest City are moving in the opposite direction, selling off downtown assets. The Terminal complex has been quietly chopped up like a station wagon broken down for parts.

Forest City sold the Ritz-Carlton, Cleveland in 2011 and the Higbee Building two years later. The Skylight Office Tower was offloaded in 2015. This year the fire sale continued. In March, Forest City sold the Avenue at Tower City Center to Detroit billionaire Dan Gilbert’s Bedrock Real Estate Services. 

In September the company sold the Terminal Tower itself to K&D, a Willoughby-based real estate firm, for $38.5 million. K&D plans to take the unprecedented step of converting several floors of the tower to apartments — an apex to the downtown boom.

For Dick Pogue, longtime civic leader and senior adviser at Jones Day, Forest City’s sale of the Terminal Tower is an indication of something else as well. “[The Ratners] feel that the city is in good shape, and they don’t need to be major investors in that particular property any more,” says Pogue, who is close with Forest City co-chairman emeritus Albert Ratner. “It’s time to move on and capitalize on their investment without worrying that the city’s going to flop back into the horrible state it was in, in the ’70s.”

As downtown rises, the sale of our iconic skyscraper represents a tectonic shift to a new Cleveland. 

When they arrived in Cleveland, the Van Sweringen brothers had nothing. 

Oris and Mantis didn’t get anything beyond an eighth-grade education. Their father was a Civil War veteran fond of drinking. Their mother died of tuberculosis when the boys were 6 and 4 years old. 

Their father moved the family to Cleveland’s East Side and the  brothers scrounged for money by selling newspapers. Their first commercial success came when they purchased an option for a house near their own, according to Herbert Harwood’s book Invisible Giants. They sold it one day later and made $100. It would be the seed money for an empire.

With the city overcome by industrial grit, the brothers saw a market in suburban real estate. After an unsuccessful venture in Lakewood, they came upon Shaker Heights, which consisted at the time of two lakes, a park and a swath of abandoned farmland. 

Comparatively far from the city, it was laid out as a stringently planned suburb. But they needed a way to bring downtown residents to their newly built development. So they constructed a railroad along the Kingsbury Run ravine to link Shaker to the city. 

But they desired a centralized, monumental station. So the brothers set out to build one in the Haymarket district on the southwest corner of Public Square, an area known for seedy hotels and the city’s first telephone exchange.

By 1930, when the Terminal Tower officially opened, they controlled 30,000 miles of track across the country. “The Terminal Tower is indeed a structure of impressive beauty,” proclaimed the June 1930 issue of Railway Age, “a landmark that can be seen from the very outskirts of the city.” 

As the Van Sweringens were building an empire, another family was arriving in Cleveland. The Ratowczer clan passed through Ellis Island in January 1921 from Bialystok, Poland. According to the 1988 family history The Ratner House, the family adopted the Ratner name upon arrival in Cleveland later that month. 

A year later, Charles Ratner began selling lumber and building materials at East 93rd Street and Harvard Avenue. Evenutally, he was joined by his brothers Max and Leonard.

But as the Ratners fortune rose, the Van Sweringens fell. With most of their money tied up in the stock market, the crash of 1929 decimated their fortune. Mantis died in 1935, followed by Oris the next year. 

In the 1940s, Forest City became a pioneer in the building of prefabricated homes and capitalized on the boom of postwar suburban home ownership. By 1960, the company went public as Forest City Enterprises Inc. and increased its focus on shopping malls, office buildings and apartments. 

Those postwar years weren’t as kind to the terminal complex. While rail traffic was abundant at the station through World War II, it fell off as automobiles became more plentiful. The last commercial rail trip from the Terminal station was in 1978. 

“The grandest space in the building, the concourse, was a dead issue,” says Grabow-ski. Things got so bad that, for a time, the concourse was converted into tennis courts. 

As Forest City expanded into the suburbs and national market, president Max Ratner was thinking about the city. 

“We are like a family, although we live away from home, we are still subject to the problems of the family,” he wrote in a 1972 Greater Cleveland Growth Association publication contained in the Ratner papers at the Cleveland History Center. “Without a sound Cleveland, the suburbs can’t hope to attain the position they need for success.”

*****

In early 2016, Rico Pietro was scrambling. 

A downtown deal for one of his prize clients, K&D, had fallen through. 

He might lose the sale — and, as a matter of principle, Pietro does not lose a sale. 

The Dover native got his real estate license when he was only 18. In 2002, he was on a team that sold Dick Jacobs’ interest in the Tower at Erieview and the Galleria. He was instrumental in Geis Cos. purchase of the Ameritrust complex — Heinen’s, The 9 and the Cuyahoga County headquarters. Pietro even brokered the deal for the land near Quicken Loans Arena where the nuCLEus will be built. 

“I kind of did what brokers do, which is pick up the phone and start calling people in town and asking them if they had some interest in selling their property,” says Pietro, who knew K&D had a previous relationship with Forest City. 

He hadn’t brokered the deal, but in 2014 K&D purchased the historic Halle Building from Forest City. Pietro raised the possibility: What about selling Terminal Tower? 

“They were intrigued by the idea,” says Pietro. He called K&D principal Doug Price. 

“What are you going to say if someone asks if you’re interested in Terminal Tower?” says Price. “You say, ‘Yes.’ ”

Forest City CEO David LaRue, the first nonfamily member to lead the company, declined Cleveland Magazine‘s interview request.

There were three or four months of wrangling and legalese, says Pietro. Reams of arcana, agreements and cross easements had to be considered. With the sale to K&D, Tower City was adding a fourth landlord. 

There was also the matter of the price.

“Financially, it is worth one thing,” says Price. “But as a monument or whatever, what is it worth? It’s hard to put a number on it.”

The companies settled on $38.5 million. “Fortunately, somehow they came around, and we sort of met where we needed to be,” says Price. “It happened pretty quickly.”

On Sept. 15, K&D took ownership of the Terminal Tower. Pietro still can’t quite believe it. “It’s amazing,” he says. 

The upper tower portion — which is more than 90 percent occupied, says Price — will remain as office space. The real conversion will be from floors four to 15, the chunky lower half between the Higbee Building and Renaissance Cleveland Hotel. With 30,000 square feet to divvy up on each floor, they will be converted into apartments. Based on a previous feasibility study Forest City commissioned from architecture firm Westlake Reed Leskosky, 280 to 300 one- and two-bedroom apartments will fit. 

The same firm will also do the final apartment design. Work is expected to begin after Forest City moves out of the tower in 2018 or shortly thereafter.

“Developers are saying yesterday’s rules don’t apply to today’s Cleveland,” says Pietro. 

In 1980, George Voinovich swept into City Hall. After Dennis Kucinich’s populist uprising, Cleveland’s political pendulum hurtled back toward a moderate, scrappy, organized Republican. 

The new mayor brought with him a business-friendly approach and a renewed focus on downtown. That year Forest City joined with U.S. Realty to purchase the tower site, then bought out its partner in 1983. 

It was a business decision, but that wasn’t the Ratners’ primary interest, according to Jones Day’s Pogue. “They had other uses for their money in other parts of the country that were growing fast,” he recalls. “We were going the other way. Yet because of their long-standing relationship with and fondness for Cleveland, they took the plunge and made the investment.”

Siblings Ruth and Albert Ratner spearheaded the project. Ruth, who had community development experience in Mayor Ralph Perk’s administration, dealt with the public, giving press conferences and leading tours. 

But even as the Avenue plans were announced in 1986 and ground was broken in 1988, Albert avoided the spotlight, overseeing the project’s logistics and financing.  

“It was probably her idea, and she was the public face,” says Pogue. “But in terms of the financial decision, I think it was Albert who had to make the move. He never really sought credit or anything like that.”

Although his company paid for the 1990 documentary about the project, Albert
refused to be interviewed on camera. Through a representative, he also declined an interview request for this story. 

Workers pulled double and triple overtime constructing the new complex, sometimes in the bitter cold. In the documentary, the camera captures a stream of exhausted-looking construction workers leaving the complex just as visitors are arriving for the opening ceremony. “We’re going to Disneyland after this job,” one says.

The product of their labor was, for the time, a radical vision of urban possibility. It was intended as a shopping destination, complete with a food court and downtown’s only movie theater. The original tenant list published in the Plain Dealer included a smattering of ultra luxury retailers including Gucci, Fendi and a Gianni Versace boutique. 

“Clearly they thought that was an opportunity, that the ladies who fly to New York to do their shopping at Bergdorf Goodman would come down to Tower City and do their things here,” says Norman Krumholz, longtime city planner and professor in Cleveland State University’s Levin College of Urban Affairs.

The Avenue opened in March 1990. In September, Morton’s Steakhouse premiered its Tower City location. Plain Dealer food editor Iris Bailin reported from the opening in the mahogany-walled private dining room called the Boardroom. As the dinner turned to coffee and cheesecake, wrote Bailin in the next day’s paper, she overheard a conversation in the women’s restroom.

“This is the way the younger generation seems to do things,” said one woman.

“It’s an awakening to me about downtown Cleveland,” said the other. 

“Did you walk around?” 

“We walked around the restaurant, but we haven’t even seen Tower City.” 

“We’ll see,” says the first. “Maybe we should walk around before we go home.”

*****

It’s difficult to say for sure why Forest City chose this moment to sell most of its Tower City properties or precisely what it means for the Ratner family’s civic involvement in town. 

Through a representative, CEO LaRue and board chairman Charles Ratner declined interview requests. Sam Miller was unavailable for comment. 

But one of Cleveland’s historic corporations, which manages about $8.9 billion in real estate assets, is in a period of transition.In December 2015, the company cut 51 jobs, 45 of them in Cleveland. In July 2016, another 25 workers were let go. Overall, the company has laid off 600 people since last year. 

As of January 2016, Forest City changed its corporate structure to become a real estate investment trust, or REIT. The new structure provides tax benefits to the company, since 90 percent of the corporation’s taxable income must be passed on to shareholders. 

“We’ve been going through a transformation, strategic change, since 2012,” LaRue told Bloomberg television in January shortly after the REIT conversion. “We decided we’re going to focus our business in core markets, New York being our largest core market.”

In February, the company announced its first dividend to shareholders since the Great Recession in 2008.

In a press release announcing the sale of the Terminal Tower, LaRue listed seven such markets, including Boston, Denver, Washington, D.C., Los Angeles and San Francisco. 

In August, Forest City announced it would be re-evaluating its 33-mall retail portfolio, with the possibility of selling to finance apartment and office buildings. In October the company’s New York arm sold its modular construction business.

For now, only the market focus is shifting. 

“We intend to continue as a family business. We encourage all the family members we can to join the business,” said Charles Ratner in 1988 in The Ratner House, which was published the year construction on Tower City began. “For me there’s a great advantage, I see my brothers almost daily at work.”

From a shareholder perspective, Forest City is still under Ratner family control. But the company structure is somewhat unusual: Forest City issues two types of stock, one of which has more voting power than the other. According to Securities and Exchange Commission filings, Ratner-connected companies, trusts and individual shareholders control 92 percent of the more powerful stock.

“I don’t understand how publicly traded companies allow an individual family to exert that much control,” says Wayne Rivers, president of the Family Business Institute, a family business consulting firm. 

Even when wielded by a well-meaning and forward-looking family, the dual stock structure is a relic, says Rivers. He points to other public corporations such as Wal-Mart or Ford in which the founding families are active investors and executives but not controlling shareholders.

In August, New York hedge fund Scopia Capital Management, which holds a stake of stock with less voting power, gave a presentation to Forest City’s board. In the slideshow later filed with the SEC, Scopia advocated doing away with Forest City’s dual-stock system.

“Whether fair or unfair, the A/B [dual-class] structure nurtures the perception that Forest City exists to serve the B-shareholders [the Ratners] and not all its owners,” the presentation read.

A common activist investor tactic, presentations like these are a way to ratchet up the pressure. Scopia co-founder and managing partner Matt Sirovich declined to comment for this story. 

“It’s basically a financial and legal issue,” says Pogue. But he understands the impact if the Ratners no longer controlled Forest City. “From a community standpoint, I think that would be unfortunate because they’re strong believers in this area.”

Indeed, the Ratner family’s philanthropic ties are among the strongest in Northeast Ohio. The family has donated untold millions over the years and was instrumental in the founding of the Jewish Federation of Cleveland and the Lillian and Betty Ratner School. On Nov. 3, the Downtown Cleveland Alliance will give out the 18th annual Ruth Ratner Miller Lifetime Achievement award for advancement and enhancement of downtown. K&D won last year.

But being a Ratner goes beyond money. 

“They are tied to this community from when their parents and grandparents had come from Europe,” says Umberto Fedeli, president and CEO of risk management firm the Fedeli Group. “We’re talking deep, deep roots, very committed to the cultural, the civic, the charitable, the political.”

Fedeli has served on three boards with Ruth Ratner Miller’s former husband and Forest City co-chairman emeritus, Sam Miller, who mentored an entire generation of executives, called governors friends and, at 95-years-old, is still one of Cleveland’s most influential power brokers. 

“I would not read into Terminal Tower. It’s a real estate asset,” Fedeli continues. “But that doesn’t mean that their hearts and their families are not rooted in Northeast Ohio.”

After the historic African-American theater Karamu House temporarily lost its nonprofit status earlier this year, for instance, Albert Ratner stepped up to offer assistance. 

“Albert was very supportive during the process and offered input and feedback,” says Tony Sias, Karamu president and CEO. Albert and his wife, Audrey, also helped found the 1915 Society, named after the year Karamu was founded, to raise money for the theater.

Even independent of Forest City, the Ratners are likely to maintain Northeast Ohio investments. The majority of the family’s controlling interest in Forest City is held through a private company called RMS Investment Corp. SEC filings show RMS’ shareholders are members of Forest City’s historic ruling families — the Ratners, the Millers and the Shafrans, relatives of Fannye Ratner’s late husband, Nate Shafran. 

RMS is investing $90 million to remake the Van Aken District in Shaker Heights. The new development will include retail space, restaurants, apartments and Ohio’s first store from luxury Detroit watchmaker Shinola.

“I’ve seen the blueprints. They’ve done a great job, they have a great team putting it together,” says Fedeli. “Why would they do that, if they were gonna leave?”

K&D is headquartered behind a set of security gates and a long driveway in Willoughby. On a late summer day, in the back of their building, Karen Paganini and Doug Price — K&D — keep a pair of cars. For him, a Range Rover. For her, an Aston Martin. On the desk in Price’s corner office upstairs, there is a small replica of Terminal Tower.

“I looked at that building out of my bedroom window as a little girl,” says Paganini. “To think that we now own it is surreal.”

Price recalls coming downtown to visit his father, who worked at Central National Bank. “We would go down to visit him, take the Rapid to the Terminal Tower,” he says. “We both have childhood memories and history from that building.”

Like the Van Sweringens and Ratners before them, Price and Paganini’s most profitable ventures were in the suburbs. The partners and former spouses began their company in 1984, purchasing and managing a series of outer-ring apartment complexes. 

“Originally it was like, We’re never going downtown,” says Price. “A lot of people lost a lot of money down there. The apartment business was struggling back then.”

But in 1998, K&D developed the Stonebridge condo complex in the Flats. The project was completed in 2003. Around that time, Price and Paganini purchased Reserve Square with its 765 apartments, 250,000 square feet of commercial and retail space and 268-room Embassy Suites Hotel.

But the downtown apartment business was still a struggle. “When we bought Reserve, it was maybe 85 percent occupied,” says Price. “That was sort of the norm back then.”

Since, K&D has become a downtown player, heavyweight division. Price and Paganini have made an art of converting underutilized office space to apartments with the Residences at Hanna in Playhouse Square, the Residences at 668 on Euclid Avenue, and the Residences at 1717 in the former East Ohio Gas building. The company has grown into the region’s largest private property management firm, with about 13,000 housing units. And more K&D conversions are on the way at the Halle Building and Leader Building.

Buying and converting the Terminal Tower is something else. “We understand the pressure, the public’s expectations that it remains and is run the way it has been run,” says Price. 

It was a lesson learned quickly after the sale closed, when it was reported that the tower’s beloved Twitter account @TowerLightsCLE would be shutting down. 

“We didn’t even know it existed until we saw it on Channel 3 that it was being canceled. So we’re like, What is this Twitter account?” says Price. “Then we found out about it and one of our people is doing it. I’m sure it won’t be quite the same.”

Give it time, says Paganini. “They’ll have to ramp up and get a feel for it.”

Like the Ratners, Price and Paganini are entering into a trust with the public. They are in talks with Land Studio to ensure programming remains at Public Square. “Their comment to us was, ‘You’re going to have to be a major driver in this,’ ” says Price. “We get that. I mean, it is our front door.”

But two lawsuits raise questions about the Terminal Tower’s newest steward. In 2014, K&D settled with 80 condo owners at Stonebridge Towers who alleged that the company failed to fix nearly a decade’s worth of water damage that occurred due to faulty installation and fraudulent plans. K&D settled with the owners for $12 million.  

In 2014, the family of 2-year-old Alijah Glenn sued K&D after the child crashed though a 17th story window at the Crystal Tower Apartments in East Cleveland. 

He fell to the ground and died in the hospital. The family alleged that K&D failed to install proper safety glass. The case was dismissed in 2015, but was filed again in June. 

“We’re saddened by the loss of life,” Paganini says. She declined to comment further on the case. She said the residents at Crystal Tower are “really good people.”

“Well I’d like to say that if you look at what really happened there you had some parents that have to take responsibility for their actions,” says Price. “They couldn’t find any reason before, so they canceled the lawsuit. And now they’re — unfortunately we’re in a society where always somebody has to be the bad guy.”

Crystal Tower is 95 percent occupied, says Price, and a new boiler system was recently installed. “It’s a beautiful building. We’re very proud of it,” says Price. “It’s unfortunate these things happen. The incident is totally unfortunate, but you know the thing will show there’s some issues with the adults involved on the other side.”

The case is in the discovery stage and is likely to stretch into 2017.

There are unknowns with other Tower City owners as well. Bedrock Real Estate Services, a Detroit-based Dan Gilbert company, has yet to outline its plans for the Avenue at Tower City. Bedrock declined an interview request. 

“We’re currently creating a strategy for Tower City and the surrounding businesses,” said CEO Jim Ketai in a written statement. “We’re in the stage of considering all options for the space and will have more to share as we get closer to making our decisions.”

What the future of downtown will be, whether the apartment glut will spur an honest-to-god economic boom, is also a question mark. “A lot of our residents work in the suburbs. They’re cross-commuting,” Price says. “There hasn’t been a flood of jobs that have gotten downtown.” 

Regardless, there is a palpable enthusiasm. “All the empty nesters and everyone, they all want to be downtown,” says Paganini. “It just keeps growing.”

On a warm late September day in Public Square, the fountain spat water into the air and a light breeze moved through the greenery. A low ho-hum of music filtered out from above the picnic tables at Rebol restaurant.

Two young kids ran barefoot through the fountain, weaving in and out of giant plastic sculptures of red, blue and green snails. The boy and girl screamed, gleefully kicking water and splashing each other. Their mom watched from a bit of shaped concrete underneath the Soldiers’ & Sailors’ Monument, the kids backpacks in a stroller.

At about 3:30 p.m., Terminal Tower was beginning to cast a shadow over the square. After 10 minutes, the mom hollered at her children: Time to go. The kids, noticeably wet, dug into the stroller for their shoes. 

After a few minutes, Mom patiently pushed the stroller, still laden with the backpacks, as the kids played in a circle around her. They headed east toward Superior Avenue, the tower at their backs.