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OFF TO THE RACES; Sheik Mohammed bin Rashid al Maktoum of Dubai willingly spends millions to make his mark in the sport of kings.

THE BALTIMORE SUN

The ivory note card could have been mistaken for a traditional wedding announcement. But the invitation from His Highness Sheik Mohammed bin Rashid al Maktoum offered its holder the chance to dine with a desert prince in a tented palace on the Arabian sands. It promised a choice seat at the Dubai World Cup, the globe's richest horse race.

It put Joe De Francis on the home turf of Godolphin Racing Inc., world racing's Middle Eastern royals, petrol-rich and primed to win the sport's premier trophies -- continent by continent. In three days in March, halfway around the world, De Francis experienced the phenomena of Godolphin, the genius and largess of its founder, Sheik Mohammed and his three brothers, and the transformation of the Persian Gulf city-state of Dubai from Bedouin outback to Beverly Hills glitz.

The owner of Pimlico Race Course dined with other guests at the Burj Al Arab, a glittering sail of glass and steel rising from an island in the Arabian Gulf, billed as the world's only 7-star hotel and "a monument worthy of a new millennium." He watched the World Cup races with hundreds of colleagues from Australia, Europe, Asia and America. In the 88-horse field, the Maktoum family owned more than a third of the entries and paid out $11.75 million in prizes.

Sheik Mohammed named his stable for one of the Arabian stallions that sired the thoroughbred breed. After capturing the top prizes in Europe, he has set his sights on America's racing plums. This past weekend, his horses made their second run at the Kentucky Derby. China Visit, a long shot from the start, finished sixth. Curule finished seventh.

"Watch out," the sheik said, standing on the backstretch of Churchill Downs in stone-washed jeans and signature blue Godolphin T-shirt. "When Godolphin aims at something, they are going to get it."

They've purchased prime Kentucky farmland and promising American horses. And "other than the Triple Crown, they have won about every race there is to win in the world," said De Francis. "They created the richest race in the world" -- the Dubai cup -- "which they've won three times." Their "American project" is to race a series of 2-year-old horses in the states, select the most promising, ship them to Dubai and train them to win the Triple Crown, America's big races.

Sheik Mohammed has decided against coming to the Preakness this year, though his horse Worldly Manner ran in it last year. He will race Curule in the Belmont Stakes in New York, the last of the crown races.

When he arrives in the Bluegrass Country of Lexington, Ky., or the bayside city of Baltimore, the sheik is usually aboard his private jumbo jet with the cursive Arabic logo of Emirates Airlines on its side. He prefers jeans and suits to the traditional, long cotton gown and head scarf worn by many Arab men in the Middle East.

Sheik Mohammed is a compact man with black, close-cropped hair and a clipped beard. At 50, he is a rider of 100-mile endurance races, a night owl who pens poems in the great lyric tradition of his Arab ancestors. He is a family man whose 1981 wedding and its $44 million price tag made the Guinness Book of World Records.

His license plate reads Dubai One, and he is an avid promoter of his country -- his guests return to the United States extolling his desert paradise. He lives in a grand, if not ostentatious, palace whose arched entrance is crowned by a bronze sculpture of five prancing horses.

Two years ago, after finishing an endurance race in Dubai, Sheik Mohammed summoned a visiting broadcaster for a post-race interview. He didn't shower. He didn't change clothes. Sitting in a tent, a baseball cap turned backward on his head, the sheik answered Chris Lincoln's questions one by one. But it was the image that mattered most.

"This is the way I want people to know me -- not as an Arab sheik but as a true horseman," the sheik told Lincoln, a racing announcer from Oklahoma who has worked the Dubai race the past five years.

The 'Boss'

At Churchill Downs, the day before the Derby, a charcoal gray GMC Suburban with tinted windows pulled up outside Barn 45 about 7 a.m. Out jumped the "The Boss." His blue T-shirt was embroidered with the clef-like Arabic G. A cell phone, a blue Godolphin pen and sunglasses were tucked into his jeans pockets. He wore spurs on his brown-heeled boots. His drivers wore button-down shirts and ties.

The Boss walked over to Festival of Light, a dark brown colt in the Godolphin house, and reached out to stroke its head. The horse pulled away. The Boss patted its nose. The horse jerked again. With his deep brown eyes locked on Festival of Light, the sheik leaned into the horse, pursed his lips and gently blew into the animal's face. It was a gesture as equine-like as a whinny. Then he was off to stroll the backstretch.

Nine staffers followed, nearly all clad in blue Godolphin rain jackets, only the most senior wearing blue-faced Godolphin watches. Gifts from The Boss.

Picture this:

The sheik stopped to admire pop artist Peter Max's psychedelic-colored drawing of the Woodstock stage, which reminded the prince of Dubai's mega-shopping festival. Outside one of the barns, The Boss draped his arm about actress Bo Derek who apologized for missing his World Cup classic. The sheik leaning on the rail and chatting with veteran trainer, D. Wayne Lukas, in suede chaps and white 10-gallow cowboy hat.

When a pickup truck tried to pull past the prince's crowd, he stepped aside, bowed slightly and swept his arm in a grand gesture to wave them on.

'Very personal'

"He is very personal in the way he deals with people," said Michelle MacDonald, a writer for the Thoroughbred Times who has visited Dubai. "He's not an aloof Arab ruler in the stereotypical way."

When journalists arrived at the Godolphin barn for a briefing by the sheik, he opened with, "This is your chance to have a go at me." But make no mistake, the going is a means to his ends -- to promote his stable in its bid for the Derby. And the conversation remains racing-centered.

The Boss covets his privacy and tightly controls access to him. In Louisville and Baltimore, he stays at 5-star hotels, the Hyatt and Harbor Court most recently, which don't readily acknowledge him as their guest. He has been known to rent an entire floor to ensure his privacy.

And there is a protocol to follow. When Cecelia Wooden, a Louisville government relations executive, served as Derby day host to the prince's eldest brother, Sheik Maktoum bin Rashid al Maktoum, in 1992, security agents briefed her.

"Don't approach the sheik unless you are summoned. When he stands you stand, when he sits you sit," said Wooden who filled the same role for composer Burt Bacharach and New York Yankees owner George Steinbrenner in the past. "One thing they are not used to is any wait at all."

When Sheik Maktoum came to the Derby that year, his entourage drove in a fleet of Mercedes limousines from his farm in Lexington. Wooden welcomed his highness with roses and silver mint julep cups. Sheik Maktoum, the vice president and prime minister of the UAE, thanked Wooden with a gift of a Derby silk scarf and a Mont Blanc pen for her husband.

Sheik Mohammed's gift-giving ranges from the conservative to the lavish. Wayne Lyster, owner of Ashview Farms in Versailles, Ky., recalls the gold riding crops he gave to a few jockeys; Chris Lincoln's wife Becky returned from Dubai with a Mont Blanc datebook and a pen designed by jeweler-to-the-stars Harry Winston.

Their old Kentucky home

The mystique surrounding the Maktoums and their reputation as big spenders began in Lexington, famous for its lush countryside, horse breeding farms and basketball team. Since 1985, they have amassed more than 5,000 acres of choice Kentucky farmland.

Initially, the feeling among locals was "they were buying United States soil, our land, our farms," said Lyster, a former state racing commission chairman. "But they've been wonderful neighbors. If they've done anything, they've enhanced the value of the farms."

For two decades, the Maktoums have been buying horses at the sales at Keeneland, where they gather in the privacy of the association's directors' room. Although the royals and their advisers tour the horse areas, the request for a private room set some tongues wagging.

"It is a service that we feel very comfortable extending to them," said James E. "Ted" Bassett III, Keeneland's president. The room affords the family privacy and enables them to dine according to their customs. Plus, "If you were bidding against someone with extraordinary means, you might wonder if your bidding was futile."

Major players

What have they spent at Keeneland? About $600 million, according to Phillip D. Scott, a Lexington attorney who represents Sheiks Maktoum and Hamdan. "They are certainly among the most important purchasers of bloodstock in the world."

"The Maktoum brothers have all set a standard of excellence for their horses in training and their breeding operations that is frankly the envy of the racing world," added Bassett, of Keeneland. "They are excellent for business. Highly professional, very ethical, and they put the interest of the sport above themselves."

A guest of the Maktoums in Dubai, Bassett recalled his second trip when he accompanied Kentucky's governor, the University of Kentucky president, breeders, bankers and other civic leaders to the tiny emirate formed in 1971.

Sheik Maktoum, the eldest brother, flew them to London in the Concorde. Then his private jet carried them to Dubai. "It was a magic carpet trip," Bassett said.

Sheik Mohammed, the strategist in the Godolphin stables, and two of his three brothers own three horse farms in and around Lexington. Gainsborough Farms, a magnificent nine-bedroom estate owned by Sheik Maktoum, sits at the end of a long, fenced lane with surveillance cameras poised in the trees. Last fall, a second five-bedroom wing was added to the house.

"Now they can come and stay with their entourages," said Kate Savage, a Lexington caterer who has worked for the brothers for 12 years or so. "They come with their men friends and confidants.'

Savage is the chef who has stocked the Maktoums' plane with individually foil-wrapped dinners that can be reheated for the journey home. She has ordered cases of their favorite foods to take home, including watermelon and Breyers' fat-free frozen yogurt.

For formal dinners at Gainsborough, she has flown in caviar. Raised in Bahrain, Savage knows the Middle Eastern palate and cooks accordingly: chicken stews, lamb curries, rice dishes, fruit and vegetable platters, a cheesecake, creme caramel. Her VIP menus can be five pages long.

Steak and fries

"They are crazy for American steaks," said Savage, owner of Scarborough Fair. "One year they just went crazy for french fries. Of course, we didn't have a potato in the house. Of course, we jumped in a car and drove 70 miles an hour" to get some.

In Baltimore last year, the desert prince blew in just days before Preakness. He was rarely seen except at his barn on the backstretch at Pimlico. But he left a big impression at one Inner Harbor restaurant.

"Sheik Mohammed came in with a whole entourage," recalled Joe O'Neill, the manager at J.Paul's, which has restaurants in Washington and Beirut. "There were probably 12 of them."

He seated them at a prime, waterside table. "I remember them vividly. When he finished eating, they all finished. The check was $450. They put down nine $100 bills. They left a 100 percent gratuity. They didn't bat an eye. They said thank you and left."

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