Dickinson theaters at center of dispute

KANSAS CITY, Mo. -- News that Dickinson Theatres was being sold came as a big surprise, said Bob Goodrich of Goodrich Quality Theatres, who contends that he had the right of first refusal to buy what remained of Dickinson.

Dickinson officials announced last week that the Mission, Kan.- based company was being sold to three members of its management: John Hartley, Ron Horton and Brett Miller.

Goodrich, whose company is in Michigan, said he gained the right of first refusal for five years when he bought 10 theaters comprising 60 screens from Dickinson in January 1999.

Originally, Goodrich said, he had wanted to buy the company. But at the last minute, he said, Wood Dickinson changed his mind and sold only some of the theaters to him.

Because he still was interested in buying all or parts of what was left, Goodrich said, he negotiated for a five-year right of first refusal clause on properties that Dickinson owned at the time.

"I paid a lot of money for what I bought and for the opportunity to buy the rest," Goodrich said.

But Don Bayer, an attorney with Morrison & Hecker in Kansas City, who represents Dickinson, said Goodrich was "100 percent inaccurate."

"He's simply incorrect in terms of what he thought he was negotiating," Bayer said.

"The bottom line is that Mr. Goodrich needs to go back and look at what the (1999 agreement) says."

Bayer said there were provisions that would have given Goodrich right of first refusal on the sale of certain assets, but that the sale of Dickinson was a stock transaction, not an asset sale.

"This is a change in ownership of the company," Bayer said. "The right of first refusal does not apply to the stock."

He did say that whatever rights and obligations existed in the original agreement with Goodrich continue under Dickinson's new ownership.

Goodrich said he'd been in touch with Dickinson officials regularly since the 1999 transaction, including about six months ago when the company said it was looking at ways to refinance some assets.

"I kind of had taken for granted that there might be talk about the sale of assets," Goodrich said. "I didn't realize that their focus was a leveraged buyout by management -- I was assured that they would keep me apprised of the situation."

Meanwhile, Bayer said he hoped that it didn't come down to legal action, "but if it does, the bottom line is that we think he's wrong, and we are prepared to vigorously defend our position."

Dickinson has 26 theater locations with 210 screens in Oklahoma, Texas, Missouri and Kansas.

Dickinson has four theaters in Oklahoma in Tulsa, Muskogee, Owasso and Weatherford. The company also is building theaters in Lawton and Enid.

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