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August 7, 2013

Holiday World legal roller coaster continues

Judge: More of a family quarrel than financial dispute

INDIANAPOLIS — The Indiana Court of Appeals has stepped into a legal struggle over control of a southern Indiana theme park that one of the judges said appeared to be more of a family quarrel than a financial dispute.

Attorneys for the widow and brother of Will Koch aired their argument over the price of shares in Holiday World & Splashin’ Safari before the court Tuesday.

A Vanderburgh County judge ruled in January that Lori Koch was majority shareholder of the holding company that operates the popular park in Santa Claus, Ind. But Dan Koch appealed, saying an agreement signed by Will Koch required her to sell her shares to him.

The park was originally called Santa Claus Land when it was started by Louis Koch in 1946. It has been owned by the Koch family ever since, and has undergone several expansions.

“It has been suggested here today that this is nothing more than a commercial transaction, but in fact from this participant’s point of view, it looks as if it’s a fractured family, and that’s probably something that nothing courts can do,” Judge John G. Baker said at the close of the hour-long hearing. All three judges needled both sides with pointed questions throughout the session.

Terry Farmer, lawyer for Lori Koch, widow of park president Will Koch, said Dan Koch and Koch Development Co. had agreed to pay $32 million for Will Koch’s shares in the company before he died in 2010.

But Dan Koch and Koch Development Co. offered only $26.8 million.

“There was no stipulated price,” said Dan Koch’s lawyer, James Johnson.

Both sides argued the stock prices they used were legitimate under a 2002 agreement they signed in 2002 governing the sale of shares in the event of the death of Will Koch, his brother or his sister. Will and Dan Koch and their sister Natalie Koch each owned equal shares in the park.  Natalie Koch sold her shares to her brothers shortly before Will Koch’s death.

Judge Paul D. Mathias said the agreement was clearly intended to keep the amusement park in the Koch family, and in-laws are not generally considered family. Therefore, he said, for Lori Koch to retain the shares puts the park “of someone who is not in the family.”

Farmer said the majority of the shareholders would still be “blood-line Koch” even if Lori Koch had control of the stock, and that Dan Koch would be the largest single shareholder.

Baker asked what was preventing Lori Koch, personal representative of Will’s estate, from setting a share price of $2 billion.

Farmer said that price would be arbitrary, and minutes of shareholders meetings from 2009 showed there was an agreement setting a per-share price of $653.07, while Dan Koch offered $541.93 per share.

Baker questioned whether a figure set nearly five years ago still applied.

That, he said, was like claiming that Buick was obligated to sell him a new car for $3,500 because that’s how much he paid for a Buick in 1974.

Baker said the court would rule on the case at a future date.

 

 

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