Last September, Redskins owner Daniel M. Snyder phoned Six Flags Inc. chairman and chief executive Kieran E. Burke to suggest they meet and talk about ways to revive the sagging theme park company -- a project in which Snyder had a deep interest as Six Flags' largest shareholder.
Burke's response? He said he needed to talk to his lawyers first.
The incident was telling and underscored how Snyder's bid to take over Six Flags is not just a fight for control of a single company, but a contest between two business cultures -- one brash and risk-oriented, the other more staid and by-the-book.
It pits Snyder and two people he has recruited to the Six Flags fight, former ESPN programming executive Mark Shapiro and Washington area builder Dwight C. Schar, against a trio of Harvard Law School graduates with deep Wall Street connections -- Burke, Six Flags finance chief James F. Dannhauser and board member Stanley S. Shuman.
Snyder, Schar and Shapiro built businesses by selling to advertisers, television viewers or home buyers, while Burke, Dannhauser and Shuman made money in investment banking, real estate and the careful application of tax law.
When Snyder last month appealed directly to Six Flags' shareholders to oust Burke, Dannhauser and Shuman, the documents he filed with the Securities and Exchange Commission pointedly took aim at "investment bankers based in New York," and suggested they did not know how to market to Middle America.
"Whatever understanding of the business that the board and current management have is not being put to good use," Snyder wrote in his SEC filings, citing the company's loss of $67.7 million for the first nine months of 2004.
"Reading the language in some of the recent filings, it seems very personal," said James Zoltak, editor of Amusement Business, a trade industry publication.
Neither Snyder nor Six Flags' management would comment for this story. But letters exchanged over the past year and filed with the SEC depict a clash not just of business ambition, but of philosophy and style, a feud that seems rooted in the backgrounds of the men involved.
Snyder is a college dropout who built a small direct-marketing company into a billion-dollar business while still in his twenties by doing whatever worked -- handing out samples and advertising in doctors' offices, for example.
He applied the same approach to the Redskins, on and off the field. At times, his money-making schemes have incurred the wrath of fans and local officials. Once, for example, he tried to require season ticket holders to pay using a Redskins credit card. (The credit card company nixed the idea.) Last year, he added 5,181 seats to the Redskins' FedEx Field without getting permission from Prince George's County officials, who considered suing.
But other strategies have proved successful, such as inventing new varieties of premium seating and expanding concessions to encourage fans to spend more. Despite posting only one winning season under Snyder's ownership, the franchise has nearly doubled its gross revenue to $300 million.
Shapiro, Snyder's choice to replace Burke as chief executive at Six Flags, is known as similarly brash. He bulldozed from production assistant to ESPN programming boss by age 31, taking assignments no one else wanted and ignoring old formulas to come up with new hit shows.
Schar, whom Snyder wants on Six Flags' board with him, is a former pipe fitter and teacher who turned a bankrupt construction firm into one the nation's largest home builders. Schar, a minority owner of the Redskins, recently paid a then-record $70 million to buy the Palm Beach estate of Revlon Cosmetics owner Ronald O. Perelman.
Six Flags' executives and directors, by contrast, boast Wall Street pedigrees and Ivy League credentials.
Burke is a former executive with Drexel Burnham Lambert who transformed a cash-strapped real estate concern called Tierco into the current Six Flags. Two other Six Flags directors, Paul A. Biddelman and Michael E. Gellert, are former Drexel executives who invested in Tierco.
Dannhauser used to run Lepercq, de Neuflize & Co., a private equity firm in New York. Lepercq's current president and chief executive, Francois Letaconnoux, also sits on the Six Flags board.
Shuman boasts three degrees from Harvard -- a BA, a law degree and an MBA. He is managing partner of Allen & Co., better known as the investment bank of show business, having brokered the mergers of entertainment companies such as Walt Disney Co. and Capital Cities/ABC. Allen & Co. hosts an annual retreat in Sun Valley, Idaho, that is a gathering point for media investors. Allen & Co. advised Six Flags on the sale of its European theme parks last year.
If there was any chance the two sides could establish a friendly working relationship, it faded quickly after Snyder started buying stock in Six Flags last summer. They did ultimately meet but afterward could not even agree on what was said.
Snyder said he suggested joining the board so he could "work closely" with management to implement some of his "fresh and exciting ideas" about how to increase revenue at the parks.
What the Six Flags officials heard, however, was a takeover bid.
"Each of us heard you propose, very specifically, that . . . you would become non-executive Chairman of the Six Flags Board . . . you asked to be put in a position to control the future of Six Flags. If you now purport to have made a different proposal . . . then you are misrepresenting what took place," board member Gellert wrote to Snyder on Oct. 12.
Besides, Gellert wrote, Snyder did not offer any meaningful alternatives and his ideas were "not insightful." The theme park business, he told Snyder, is "vastly different" from running an NFL franchise and is "operating intensive."
The company's knack for operations, however, was exactly what Snyder was calling into question.
"Given our proven success in creating revenue opportunities in this type of business . . . we stated our willingness . . . to work closely with the other directors to identify a new marketing-oriented management team that would, unlike the present management, be based at the Company's headquarters in Oklahoma," Snyder wrote in October.
The comment played off a sense on Wall Street and in the theme park industry that the current Six Flags leadership had become too hands-off, a perception that has grown since the retirement in 2003 of Gary Story, a veteran theme park operator, as president of the company.
Burke is "not known as a guy who visits the parks a lot. He's not known as someone who meets very often with regional managers. He's a boardroom type of guy," said David W. Miller, an analyst with Sanders Morris Harris.
Burke's involvement in the theme park business, in fact, grew from an investment of another sort -- the venture called Tierco that was taken over by a group of former Drexel Burnham executives to take advantage of laws that allowed generous tax write-offs for real estate that lost value.
One of Tierco's properties was a theme park outside Oklahoma City that, while purchased for the land, was also a steady generator of cash. Ultimately Burke and then-Tierco Chairman Gellert decided to buy similar properties around the country. The process culminated in 1998 with their $1.9 billion purchase of Six Flags, a chain of parks founded in the 1960s and then owned by Time Warner and Boston Ventures.
The purchase created a company second to only Disney in the theme park business but saddled with $2.1 billion in debt. When park attendance dropped after the Sept. 11, 2001, terrorist attacks, the company's large debt payments led to mounting losses and a share price that plummeted from a high of $40 in 1999 to a low of $3.36 in 2004.
"Their strategy was replicated in many other areas of our economic history, and that was to use leverage to the hilt to expand rapidly. But that strategy can turn around and bite you in the elbow," said Harrison "Buzz" Price, a longtime theme park industry consultant.
Company managers and directors have fared better. From 1998 to 2004, Burke received $12.8 million in salary and cash bonuses, according to company SEC filings. Dannhauser received $15.2 million in salary and cash bonuses. They and other directors and executives also benefited from tens of millions of dollars in stock options and sales.
That has not been lost on Snyder, who began investing in Six Flags when the stock was near its low point.
"It is time for a change. . . . New directors with new ideas and a fresh perspective should be added to the Board," Snyder wrote in a document filed with the SEC last month.
Since then, he has proposed Shapiro as chief executive and hinted that his group's acquisition of Six Flags could be part of a plan to expand more broadly in the entertainment industry.
Six Flags executives, in the company's latest SEC filings, have cited a recent increase in business as evidence that their long-term strategy of investing in new rides such as the giant Kingda Ka coaster at Great Adventure in New Jersey is working. They have discouraged stockholders from approving Snyder's takeover proposal and said they would be open to an outright sale of the company -- boardroom strategies meant to thwart the Redskins owner or at least make any deal more expensive for him.
Snyder and Shapiro, meanwhile, plan to do what they do best: sell. Once they receive SEC approval, they plan to go on the road and pitch their vision for Six Flags to investors.
Regardless of the outcome, Price said, the company will not be the same. "The bottom line is the firm got overextended. . . . It doesn't take a genius to figure out they need a new source of cash," Price said. "Something's going to have to give."
Staff writer Terence O'Hara contributed to this report.
Six Flags' Kieran E. Burke is known as a "boardroom type of guy."