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By VINCE LUECKE
SANTA CLAUS – The Kochs of Santa Claus, Spencer County’s most recognized family, entered 2013 on a legal roller coaster that has left, at least for now, majority control of family-owned Holiday World and Splashin’ Safari in the hands of the widow of the park’s former president.
A December verdict in a civil suit fought over the past two years in Vanderburgh County left controlling interest of the nation’s oldest theme park with Lori Koch, widow of the park’s late president, Will Koch, and the personal representative of his estate.
Son of William A. Koch and grandson of park founder Louis J. Koch, Will Koch drowned at his home June 13, 2010. His brother, Dan Koch, who was elected president of Holiday World and Splashin’ Safari shortly after Will Koch’s death, was fired by Lori Koch shortly after the verdict was handed down Dec. 3.
Dan Koch remains a minority shareholder in Koch Development Corp., the holding company for Holiday World and Splashin’ Safari.
He is appealing the verdict.
Lori Koch is now the park’s vice president and she announced Tuesday the appointment of a new president from outside the Koch family, Matt Eckert.
Eckert, a former controller and general manager of Holiday World and Splashin’ Safari, left the park last fall for the job of treasurer and business manager at Saint Meinrad Archabbey. He is leaving his job at the archabbey at the end of this week. He is expected to begin his duties at Holiday World Monday.
A story on that appointment is included in Thursday’s issue.
Suit Filed Two Years Ago
Lori Koch filed her civil suit in January 2011, claiming Koch Development Corp. and Dan Koch failed to abide by a purchase agreement in which the company was obliged to purchase Will Koch’s shares in the company after his death.
In the lawsuit, Lori Koch claimed her husband’s 49,611 shares of Koch Development were worth more than $32 million but Dan Koch and Koch Development allegedly valued the shares at $26.5 million.
Vanderburgh County Judge Carl Heldt ruled last month in favor of the estate and Lori Koch, freeing her from any legal obligation to sell the shares to her husband’s brother or the family company.
An agreement signed in 2002 by Will and Dan Koch and their sister, Natalie Koch, stipulated that upon the death of any partner in the company, the holding company would purchase the deceased family member’s shares. At the time, each sibling owned equal shares of the company.
The agreement included a mathematical formula for valuing the company based on its earnings.
Lori Koch claimed that the estate was obliged to sell the shares at a price of $653.07 per share, a figure she said had been set before her husband’s death.
The stock-purchase agreement signed by the Koch siblings called for the company to purchase the shares within 180 days after Will Koch’s death, or Dec. 10, 2010. If the purchase wasn’t completed by that date, Dan Koch was supposed to make the purchase himself within 30 days, with a down payment of 25 percent and the balance paid over three years.
The estate’s suit claimed that Koch Development failed to abide by the agreement to pay the full amount owed for the shares. Instead, Koch Development Co. presented the estate a check for $5 million Dec. 7, 2010. On the same day, Dan Koch presented a check for $4.7 million and a promissory note for $14.1 million.
Lori Koch and the estate claimed Koch Development Corp. and Dan Koch improperly valued the shares owned by Will Koch at the time of his death and erred in reducing the amount offered to the estate due to a $2.6 million loan Will Koch owed to Koch Development.
Dan Koch and Koch Development allege in a counterclaim to the suit that the estate refused to accept payments made to them under the stock-purchase agreement.
In their counterclaim, Dan Koch and Koch Development stated they abided fully by the agreement signed by the siblings. They claim the proper valuation for each share of Koch Development was $541.93, not the $653.07 claimed by the estate.
In court documents, Dan Koch and Koch Development said the higher per-share amount was discussed in a meeting of the company’s board of directors but was never set as the amount to be used in determining a formal price under terms of the agreement in case one of the owners were to die.
Will and Dan Koch purchased the shares from their sister, Natalie Koch, just months before Will Koch’s death. That sale, sources tell the Journal-Democrat, was based on negotiations between the siblings.
Dan Koch and Koch Development argued they tendered the proper amount to the estate under the correct calculation of the shares’ value.
The suit referred to Koch Development’s finances and a line of credit that had been secured to purchase Natalie Koch’s shares as well as park expansion. Dan Koch alleged the park’s business requires it to invest money in the early months of each year, before the park’s late-spring opening.
Dan Koch and Koch Development made an offer to the court to correct any default that the court may find but said any requirement to make an “immediate payment of the over $32 million demanded by Lori … may require the liquidation of KDC. …”
Koch and the company also asked the court to consider the historic role of the Koch family as owners of the business. Established in 1946 as Santa Claus Land Inc. by Louis J. Koch, the park has always been owned by family members. Dan Koch said the share-purchase agreement signed by the three siblings reflected a desire to keep ownership within the family. The suit, he said, threatened to overturn that control.
“Will’s estate, to the extent that it is successful, will wrest a controlling interest in KDC from the Koch family and place it in the control of the personal representative of Will’s estate for her to do with as she might desire.”
In his ruling, Heldt ruled that Dan Koch and Koch Development breached the agreement by failing to offer to purchase Will Koch’s shares at the correct price.
The estate argued in court that the alleged deficient payment constituted a breach of the agreement signed by the Koch siblings. Attorneys for the two sides presented evidence during a three-day trial in late November and early December. Heldt issued his ruling Dec. 3.
Heldt concluded the offer by Koch Development Co. and Dan Koch was insufficient. He also found that the company could have tendered between $10 million and $19.2 million at the time of purchase. “The tender of only $5 million by KDC was a material breach of the shareholder’s agreement,” Heldt stated.
Asked by the Journal-Democrat to comment on the legal battle for control of the company, Holiday World issued a statement saying the park, despite the court case, would remain in the Koch family’s hands.
“Holiday World & Splashin’ Safari have been owned and operated by the Koch family of Santa Claus, Indiana, since the park opened as Santa Claus Land in 1946. Following the death of park Chief Executive Officer and President Will Koch in 2010, questions involving the interpretation of the company’s shareholders agreement arose. Koch family members turned the issue over to the court system,” the statement said.
“Regardless of the outcome, the park will continue to be owned and operated by members of the Koch family. Holiday World & Splashin’ Safari will open for the 2013 season in May.”
Will and Lori Koch have three children, Lauren, Leah and William.
Lori Koch could not be reached for comment and park spokeswoman Paula Werne said there would be no further statements issued.
In a statement announcing the appointment of Eckert, Lori Koch said Dan Koch would return to Florida to resume his work as an attorney.
A call to Dan Koch’s Santa Claus attorney, Kevin Patmore, was not returned Tuesday.
Dan Koch announced last fall that the park would invest $6.5 million in improvements and upgrades for the parks’ 2013 seasons. It was unclear if the ongoing legal battle had affected those plans.
Including part-time and seasonal employees, Holiday World is the county’s largest employer and stands at the center of the county’s tourism industry. The park has attracted more than 1 million visitors each season for the past several years.