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The Alley Cats Tale: Rupp Arena 40 Years Later

  • University of Kentucky Alley Cats Roy Holsclaw_Elbert Ray UK Rupp Arena Lexington KY
    Elbert Ray, left, and Roy Holsclaw forged the idea and plans to build Rupp Arena, Lexington, Kentucky, back in 1967, what ultimately became a six-part project including a basketball arena, convention center, shopping center, hotel, parking, and Opera House. Photo: Tim Webb
  • University of Kentucky Alley Cats Roy Holsclaw_Elbert Ray UK Rupp Arena Lexington KY
    Roy Holsclaw, with wife Katharine, and Elbert Ray, at right, are sitting in the same booth where they forged the idea and plans to build Rupp Arena in 1967. Back then, it was a Jerry’s Restaurant on Southland Drive in Lexington; today it’s a Denny’s. Photo: Tim Webb
  • Rump Arena_UK Wildcats_Drexel_Basketball
    Rupp Arena, December 21, 2009: University of Kentucky Wildcats beat Drexel University, becoming the first team in college basketball history to win 2,000 games. Rupp Arena turns 40 years old in October 2016. Photo: Tim Webb
  • Alley Cats_Rupp Arena_UK Wildcats
    This historic photo features about half of the roughly 50 men who ultimately became known as the Alley Cats and worked to make the Rupp Arena complex a reality. Photo courtesy Roy Holsclaw
  • Alley Cats_UK Wildcats_Rupp Arena
    A group of Alley Cats will have a reunion on October 20, 2016, to celebrate their accomplishments and Rupp Arena's 40th year. Photo courtesy Roy Holsclaw

The twisting, surprising, almost-didn’t-happen story behind Rupp Arena

Elbert (Ebb) Ray had an idea back in 1967, but even he could never have imagined the result of that idea today, as Rupp Arena celebrates its 40th anniversary in October 2016.

On a chilly December 2 night, Ray, his good friend Roy Holsclaw, a 1959 graduate of the University of Louisville School of Dentistry, and their wives had just watched their beloved University of Kentucky Wildcats defeat Michigan State by 12 points in Memorial Coliseum. Ray had been a season ticket holder since his graduation from UK in the late 1950s. Now they were at “their” booth at Jerry’s (now a Denny’s) on Nicholasville Road, savoring strawberry pie.

“Roy,” says Ebb Ray, “we need to do something for Coach (Adolph) Rupp because I believe Dr. Singletary (Otis Singletary, then-UK president) is going to force Coach Rupp to retire at 70, and that is only about three years away.” At that time, 70 was the mandatory retirement age at UK.

“What do you suggest we do?” Holsclaw asks his friend.

“They need a new arena,” Ray says, rather matter of factly. “Memorial Coliseum has been sold out since 1960. Now here it is 1967, and there is nothing on the horizon to correct that situation.” Memorial Coliseum seated a tight 11,500.

Holsclaw had just been elected president of the Lexington Quarterback Tipoff Club, a support organization for both football and basketball, and he wanted to do something special in that role. He was also UK’s team dentist, so he knew Rupp well and considered him a friend.

But a new arena?

Could it be done? How? Where should they start?

Holsclaw knew part of the answer to the last question—the Tipoff Club. Ray, an engineer, knew another part—a feasibility study.

“Ebb said we should do a feasibility study to give the university ammunition to justify building a new arena and at the same time honoring Coach Rupp by naming it Rupp Arena,” Holsclaw recalls. “‘Rupp Arena, that’s got a good ring to it,’ I said. ‘Let’s go with that.’ So we took his idea and started nurturing it.”

As president of the Quarterback Tipoff Club, Holsclaw appoints an 11-member committee to operate as the Citizens Rupp Arena Committee of Kentucky (CRACK).

Then the phone rang.

Holsclaw says UK Football Coach John Ray was on the other end, asking if the committee might consider a study of building a new football stadium as part of the arena analysis, a kind of package deal.

“Great idea” was the response.

Since the idea had now expanded to two stadiums, the committee also needed to grow. Holsclaw, Ray, and DeWitt Hisle, a CPA, had an idea of where they might find more members—a group of men known as the Y’s Men’s Club, who played basketball together at the Lexington YMCA every Wednesday.

“We picked up at least 20 or 25 workers, good workers, great guys that love UK basketball and UK football and would do anything to improve it,” Holsclaw recalls, “and they jumped in and did it. They had the talent, the resources, the energy to do anything we asked them to do.”

First order of business: Change the committee’s name.

“None of us have basketball tickets,” committee member Jim Dundon points out. “We have to stand in the alley behind Memorial Coliseum to try to get in.”

“Let’s call ourselves the Alley Cats,” Ken Adams, another committee member suggests.

The Alley Cats were born.

Details, details
“This group studied all the aspects of creating a new arena and a new football stadium, and we came up with information that would help the university make the decision,” Holsclaw says.

“We told them the football stadium came in at $200 per seat. We were going to build a 58,000-seat stadium. The arena came in at $400 per seat. That projected the football stadium out around $11 or $12 million and the arena around $28 million. It was a package deal. We had to sell that to Dr. Singletary and the university that not only do you need a basketball arena, you need a football stadium, too.”

Holsclaw says the committee made their feasibility report in 1970, mailing it to Singletary and his colleagues at UK, Gov. Louie Nunn, legislators, Lexington Mayor Foster Pettit, County Judge Bob Stevens, and “anyone else who wanted to see it.” They held a press conference at the Phoenix Hotel in downtown Lexington and answered questions.

Three weeks later, the governor called, and Holsclaw says he, Ray, and DeWitt walked into the governor’s office to find Singletary, UK Vice President of Financial Affairs Larry Forgy, a couple of other UK vice presidents, and Fred Watts, owner of the Lexington Herald and the Lexington Leader, then separate newspapers.

“We hoped and expected whatever decision that was going to be made was going to be a major, earth-shaking decision,” Holsclaw says.

After some pleasantries, he says, Nunn gave them an opening and Singletary asked for the state to build the new football stadium. Holsclaw recalls the UK president requesting “half the loaf at this time.”

In answer to a question from Nunn, Watts told the governor the newspapers would support the football stadium if it was built on campus with easy access for students, but not if it was built on Coldstream Farm, Holsclaw says.

Then it was the Alley Cats’ turn with Nunn. Holsclaw says they told him they would support the football stadium. “It was a bittersweet day. We had half of what we wanted.”

Alley Cats do not give up
Driving back to Lexington from Frankfort, they discussed taking their idea to the city government. From their surveys, they knew that 30,000 people around the state would buy season tickets if the arena was built.

“That meeting energized the Alley Cats unlike anything I’ve ever seen,” Holsclaw recalls. “Those guys (Alley Cats) told us where we needed to go. We went around the state to civic organizations, put up billboards, and put out bumper stickers. ‘Alley Cats have no seats’ was our motto. It was a little cat looking at his rear end and it was totally flat: Alley Cats have no seats. We had a good time, and we knew we were working for a good cause.”

The Alley Cats traveled the country looking at different arenas, studying how they were laid out. They went to Brigham Young University, which had the largest arena in the country at the time. They went to the Cow Palace in San Francisco, to Madison Square Garden, to the Salt Palace in Salt Lake City, to the University of Alabama, and to the Louisville Fairgrounds, where they learned something that would spark another idea—soon, but not yet.

Tug-of-war
Along the way, Rupp introduced the Alley Cats to Carl Stoker, a former player who became an architect and was involved in designing the University of West Virginia arena. Stoker agreed to help them determine the number of seats they could put in the proposed arena.

Holsclaw says Stoker estimated the new arena could hold about 28,000 seats if designed with bleacher seats all around. But he says Rupp was skeptical that the university could fill that many seats if he was not the coach.

“I was thrilled to death when the final plans came out. It was a very pivotal time. But Dr. Singletary refused to budge,” Holsclaw remembers. “There was a tug-of-war going on between Dr. Singletary and Coach Rupp. Coach wanted the mandatory retirement rule of 70 rescinded or modified for him…Dr. Singletary won that one.”

The stars align
Meanwhile, a lot was going on behind the scenes. Tommy Bell, attorney, National Football League referee, and then-member of the UK Board of Trustees, helped the Alley Cats learn about Madison Square Garden’s mistakes and successes. Earl Wilson, who had done all the legal work for the Louisville Fairgrounds, moved to Lexington and went to work on the original city/county committee that was responsible for negotiating contracts for the project.

Alley Cats DeWitt, Ray, and Holsclaw decided it was time to enact the back-burner plan they had come up with on the way back from Frankfort the day Singletary asked the governor for only a football stadium.

They were going to Lexington city government with yet another idea: a hotel.

The trio had learned the Louisville Fairgrounds had been built by the state of Kentucky, which had some excess land that investors wanted to lease for a hotel. The state incorporated into its contract a percentage override agreement. If the hotel’s operation revenues for a year equaled all its operating expenses, then revenues above that level would be split 50/50 with the fair board.

It was reported to the Alley Cats, but not confirmed, that this revenue was covering the entire debt service of the Louisville Fairgrounds. Wilson incorporated this approach in the committee’s contracts: if the hotel’s operation revenues equaled its operating expenses for the year, the profits would be split 50/50 with the Lexington Center Corporation Board, which the mayor had formed to oversee the project.

They had also learned how Madison Square Garden was configured, with adjoining shopping and commercial space.

“We can put this in downtown Lexington,” Holsclaw says the trio suggested, “and you can attach a shopping center to it a la Madison Square Garden. You can attach a convention center so it can feed into Rupp Arena.”

“Mayor Foster Pettit and his board not only embraced the dream, they really bought into it,” Holsclaw says.

Signing on the dotted line
To make it work, however, UK would need to play its basketball games in this downtown arena if the city built it.

Holsclaw recalls the critical meeting between the mayor and Singletary. He says the UK president agreed to a contract to play all the home games at the new arena as long as the university didn’t lose revenue compared with what Memorial Coliseum was drawing.

It ultimately became a six-part project: the basketball arena, the convention center, the shopping center, the hotel, adjacent parking facilities, and finally, the Opera House.

The name game
The new arena still had to be officially named. Bluegrass Center was proposed. The Alley Cats wanted it called Rupp Arena. The decision would be made by the Lexington Center Corporation Board.

Another tug-of-war was about to take place.

Two members of the board were competitors. W.T. Young, who was aligned with First Security Bank, and Garvis Kincaid, who owned Central Bank, were on opposite sides. Young wanted it named Rupp Arena. Kincaid didn’t. Rupp banked with First Security, a fact Kincaid didn’t appreciate.

Ultimately the decision to name the new basketball mecca Rupp Arena, as reported to the Alley Cats, passed the board by one vote.

In 1976, the Kentucky Wildcats moved to Rupp Arena—then the largest basketball home court for any university basketball program in America.

It was a blessing, Roy Holsclaw says, that the university said no to Rupp Arena. “When they said, ‘No basketball arena,’ it turned us loose to come up with ideas for what we really wanted.

“The city officials were visionaries.”

What their combined vision created, built in downtown Lexington on 12 acres given to the city by the federal government for the purpose of urban renewal, “brought entertainment and economic opportunities to the city of Lexington and the state of Kentucky that changed the scope of both for the next 40 years and beyond,” Holsclaw says.

Divine intervention
To celebrate the accomplishments, the Alley Cats are having a reunion on October 20, 2016. In his speech to the remaining members, Roy Holsclaw plans to say, “Thank you—we did what we were being led to do. I don’t know if you believe in it or not, but that day when the university told us ‘No Rupp Arena,’ it was divine intervention that made sure we got this job done.”

Watch the Video
Hear more from Roy Holsclaw, the Alley Cats, and the other players in the birth of Rupp Arena in Game Changer, a 2015 Kentucky Educational Television documentary.

 Debra Gibson Isaacs from October 2016 Issue Tim Webb, Roy Holsclaw

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