FUN IN THE 122 DEGREE SIGN SUN

ULYSSES SANCHEZ WANTS TO TAKE PHOENIX FOR A RIDE. AND HIS DREAM OF A $200 MILLION THEME PARK IN THE DESERT MAY NOT BE AS CRAZY AS IT SOUNDS.

High above downtown Phoenix, Ulysses Sanchez sits in a borrowed office in an executive tower with a window that looks out on another executive tower. He's nestled in a chair that's not really his behind a desk with someone else's name on it, surrounded by the believers. Like Sanchez, these faithful followers look at a patch of dirt near Gilbert and see a theme park comparable to Disneyland or Fiesta Texas.

Some would say they've all got the same prescription for rose-colored glasses.

Sanchez spews the most recent market research on his dream and defends it from the arguments that keep coming from all sides. He's good at it. He's had a lot of practice.

Sanchez has been beaten senseless by the nonbelievers, folks who think he's more of a snake-oil salesman than a mastermind and don't much care to host his vision in the Valley.

"I don't begin to understand how this guy can do this," says one developer. "If another company in the business came along to compete, they'd blow them out of the water."

The naysayers may have a point. Sanchez needs $200 million to build his dream, but has only $9 million from investors he doesn't feel at liberty to name--and that the naysayers don't believe exist. Nor does he have deals with hotel chains or any other businesses at this point.

But Sanchez has little patience with the naysayers. He'd much rather talk about the dream.

"I love roller coasters," he says, leaning forward like a sleeping bear coming to life. "I like getting scared."

He must. This whole project is a roller coaster.
"I've got one shot at this thing. If it doesn't go, you won't be seeing me around town because they'll run me out."

Sanchez's bid to build a theme park in the East Valley is reminiscent of David Letterman's regular "Can a Guy in a Bear Suit . . ." pranks in New York. A guy dressed in a bear suit tries to get a hug from a stranger or use a pay phone.

Can a guy with a big idea and no money build a $200 million project in Arizona? The idea's not particularly new. Developer Luther Bruce spent two years working on a plan for an Arizona-themed park, until a partner passed away. That was five years ago. There have been other plans in both Pinal and Maricopa counties. And Legend City was the biggest thing in town in the 1960s. The amusement park, located at 56th Street and Washington, finally went belly up in the early 1980s after a fatal accident on a midway ride and several changes in ownership.

"I don't want to build another Legend City," says Sanchez, who is developing the project under the corporate name ASH Entertainment Group Inc.

His theme park will be an entertainment center with live shows and stores and minimuseums along with the rides. It's not, as Sanchez is quick to point out, an amusement or "metal" park, typically built entirely around rides. The park itself will occupy about 65 of 511 acres at the corner of Higley and Pecos roads near the Williams Gateway campus, formerly Williams Air Force Base. The surrounding acreage is for parking, a future water park and the sort of commercial businesses that bring in the big cash--hotels, restaurants and stores. It's fashioned a bit after Fiesta Texas in San Antonio, USAA Insurance's historical theme park. At the center of the park will be a Victorian Village, similar in look to Heritage Square downtown. Other themed areas include a cowboy Western town, Mexican Village and Native American areas, as well as a mining town. As at other parks, these themed areas will be connected through the central village by bridges across a lake. Either because of Sanchez or despite him, the project just might make it. Entertainment is a booming field, and Phoenix is the only city this size that doesn't have a theme park. Sanchez has managed to attract some heavy hitters to his team--people with rsums that include the largest and most successful parks in the world. And the Town of Gilbert, the park's would-be home, welcomes the idea.

Sanchez, the 33-year-old son of Mexican immigrants, is an average-looking man with stylishly trimmed dark locks that are generally moussed into place, and he has a build that says he spends more time in the office than in the gym.

He drifted through Mesa Community College and Arizona State University on the "ten-year plan" without a whole lot of enthusiasm or any particular focus.

One day, Sanchez and two friends went to the Chuck Box for lunch and a couple of beers to celebrate the end of a particularly grueling class project. They were all nearing graduation.

Of course, the inevitable question came up: "What are you going to do then?"

One man planned to work in a family business. Another had a job lined up in California. Sanchez announced that he wanted to build a theme park. It was the first time he'd said it aloud. "About a week before, I was walking through Fiesta Mall on a summer day. It was a Saturday. And I'm looking around and there are kids hanging on the rafters, there were so many of them," Sanchez remembers. "And I'm thinking to myself, these poor kids don't have anything to do but hang out at the mall. The other thing is that you see these kids and they're all walking around with shopping bags. And I'm thinking, hey, these kids have got more than enough disposable income to spend on a $100 pair of tennis shoes."

Sanchez's friends call him "U.L.," a leftover from his softball days after he graduated from Mountain View High School in Mesa. In ASH Entertainment, he wears the image of big player like a costume that's a bit too big. In this world, Sanchez is generally dressed in an expensive suit and surrounded by people who pass out business cards and provide answers and advice. They show off elaborate designs and charts decorated with crunched numbers, and talk about "meetings with potential investors." Friends say he's always had a lot of charisma and usually managed to get what he wants. Privately, Sanchez is a guy in jeans who eats lunch in a downtown deli with a newspaper. He doesn't like the developer label, nor the public hullabaloo, and would just as soon be left alone to tinker with his dream.

"It's not like this is the next generation Pentium chip," he says. "It's a theme park. At its finest moment, it's still a park."

Sanchez has also made a lot of mistakes, dumb, regular-guy mistakes that wouldn't count so much if people knew that there was something more to his business. His personal credit record is a mess, and includes tax liens and credit-card-company judgments and student-loan defaults, which have since been paid. The Department of Economic Security successfully went after him last year for child support for a daughter who is now 4 years old. Sanchez says he and the child's mother had an arrangement privately. Apparently, the state didn't like whatever it was.

And then there's the rather bizarre matter of Lynette Himmelberger. She left her husband, Doug, and moved in with Sanchez. Sanchez says he took on her debt. The Himmelbergers claim that Sanchez, courtesy of Lynette, used the Himmelbergers' credit cards to live on while he pursued the theme-park dream. Doug Himmelberger sued Sanchez for charges on the couple's accounts after Lynette returned home to him. The suit was dropped last November. All of this sordid detail has a fraternity of local developers quietly guffawing at ASH Entertainment, but not in public. If he pulls this off, they'll want to be a part of the deal.

That day at the Chuck Box, with the help of two friends and a few more beers, Sanchez began to map out what would be the beginning of a plan that's undergone more metamorphoses than a tadpole on steroids. Sanchez called in sick to work, the three men tossed the plan around and laughed, and then got serious and tossed it around some more.

After a while, it was better, in concept, anyway, than the class project they'd just finished.

The ASH in ASH Entertainment Group Inc. stands for Jim Atkinson, Sanchez and Dave Hamburg, the three present at the table in 1991. Although Atkinson is not involved, Hamburg remains an investor. Sometime later, Mark Weber, an accountant friend who would become vice president of finance for ASH, worked up sketchy financial details. And Sanchez took his theme park, which was then more like a flea circus, on the road.

"The beauty of being green is that you don't see the failure in it," Sanchez says. "You have to kind of walk into it . . . and assume that this is a wide-open market, and if you build it, they will come."

Sanchez is wont to laugh at his lack of experience. Like the time he called up Aerodynamics, the largest roller-coaster manufacturer in the United States. "I said, 'I'm thinking of building a theme park in Phoenix. Can you send me a price list on your roller coasters?' She just sort of laughed," he remembers, and said, "Let me give you some advice . . ." The first actual investment came from a friend who gave Sanchez frequent-flier miles to purchase a plane ticket to the International Association of Amusement Parks and Attractions Convention in Florida.

Sanchez took a redeye to shave the hotel bill, crashed parties and munched down free food. It was the start of what would become a four-year education based on networking, schmoozing and finding a way to meet "the right people."

Along the way, Sanchez held a handful of positions with the Maricopa Community College District, most notably that of lobbyist, which suits him more than he cares to admit.

Sanchez didn't really want to be there, he says, and it must have showed. He wasn't shooting up any career ladders and finally took part-time work to free more time for the theme-park plan. He also left college without graduating.

The dream was more important.

In March, a group of local amusement operators told Gilbert officials in a rather curt letter, "Simply put, this project is not financially viable."

It was signed by the heads of SunCor Development Company (Fiddlesticks and Funtasticks), Golfland Entertainment (Golfland-SunSplash, Big Surf, Water World), GNS Development (Castles 'n' Coasters, Golf N' Stuff) and Scottsdale Property Management (Outer Limits, Castle Golf). None of them had ever met with ASH, and are likely afraid of losing business to a theme park. Still, Sanchez doesn't appear to have two dimes to rub together personally and has adamantly refused to disclose the mystery money behind his project. ASH's official statement is that there are three major investors--two in Arizona, one foreign--who have in some way put up or pledged $9 million. "They are private investors who wish to remain anonymous," says Jim Showalter of Joanne Ralston and Associates public relations firm, who is working for Sanchez.

Industry insiders estimate that for every ten to 15 projects on the drawing board, two to three actually go into production.

"It takes $180 million to $200 million to do this," says Ali Fartash, lead designer on the ASH project. "It's not going to be easy to raise that kind of money."

Fartash is with the firm of Battaglia and Associates, and a good example of what's most impressive about Sanchez and ASH: the companies they've been able to connect with.

Battaglia and Associates, which designed the still-nameless ASH theme park, is a Los Angeles-based firm headed by former Disney designer Richard Battaglia. The firm is generally highly regarded, having created projects such as Disney World in Orlando, the 1986 World's Fair in Vancouver, British Columbia, and several foreign ventures, mostly in Asia. Battaglia is also responsible for Lotte World, a $1 billion entertainment and resort complex in Seoul, South Korea, that includes a $150 million international theme park. In short, Battaglia knows theme parks like Sam Walton knew drugstores, and, somehow or another, ASH has managed to get Battaglia under contract.

Along with Battaglia is HNTB Architects, designers of Arizona Center and Herberger Theater Center. ASH has set up housekeeping in the offices of HNTB, and architect Scott Ebert doubles as vice president of development for ASH. Sanchez has signed on Valley zoning czar Paul Gilbert to shepherd his project through the county, as well as publicist Jim Showalter. Showalter guards Sanchez like a bulldog and is quick to pull out cue cards with numbers on them to emphasize a point. Los Angeles-based Economic Research Associates is crunching numbers for the project. And the Tucson-based Larson Company, whose projects include Superstition Springs Center, is working on the peripheral design particulars.

Sanchez's ability to get things done extends to the political sphere, too. He convinced the State Legislature to pass a law in 1994 (it was amended earlier this year) allowing municipalities to create entertainment districts. They may then sell revenue bonds called STAR bonds to finance the infrastructure of major entertainment developments--like the ASH theme park. The bonds are repaid using sales-tax money from gate receipts and retail purchases within the park for up to 20 years. Under the law, the municipality--in this case, Gilbert--is not backing the bonds like it would a municipal bond. Instead, the state is deferring collection of sales-tax money until the bonds are repaid. Another political move transported the park from Gilbert into Maricopa County. The site slated for ASH's theme park is just outside Gilbert in county territory.

After ASH took some tremendous heat in public hearings, the group decided to bypass Gilbert and seek rezoning from the county. Gilbert intends to annex the parcel after it is rezoned by the county. The means are not as important as the end, say the believers, who seem firm in their support of Sanchez's dream. "Phoenix is an ideal place for a theme park," says Dave Holtz, a construction estimator in on the early stages of the ASH design. He spent decades at Fox Studios before branching out on his own and has since consulted on projects such as Disneyland, Tokyo Disneyland, Universal Studios and theme parks in the Middle East.

"It's got a major airport. It's got a growing population. The hot weather is something you can live with. Texas has its parks, Georgia has its parks, California has its parks . . . "There's a lot of people out there who want to do a theme park. It's the gifted individual who can get people to put money into it."

Holtz's belief is shared by Michael Dollin, an architect at Urban Earth Design, who has worked on the ASH project, and has also been a sort of sounding board for Sanchez during the last four years.

"I think there's a lot of merit to the project in terms of all the numbers and the thinking," Dollin says. "Somebody's going to do it. And I believe ASH Entertainment has done the best job yet of bringing it together."

Sanchez's dream team is waiting in the wings, however, to see if he can jump what may be the highest hurdle yet: county zoning approval, essentially the green light for this project.

"We all believe that this is going to make it if they can get the zoning and raise the money," says Ali Fartash, Battaglia's lead designer on the ASH project.

Within months of retiring as head of Chrysler Corporation, Lee Iacocca invested in a production company to bring Broadway's Will Rogers Follies to Branson, Missouri, the Ozark home of country music entertainment. He also pondered starting a merchant bank to finance new ventures in entertainment. Entertainment is to the 1990s what health care was to the 1980s: big, big business.

Business Week last year calculated that the entertainment and recreation industries added 200,000 workers in 1993--12 percent of all net new employment in the United States. Americans have spent more than $340 billion in each of the last two years entertaining themselves at theme parks, casinos and video arcades.

Companies like Walt Disney, Blockbuster and Matsushita's MCA are breaking ground for more than $13 billion in theme parks, theatres, casinos and ballparks across the nation. And they've been joined in recent years by movie companies like Paramount Pictures and Time Warner. Las Vegas has, in recent years, seen a boom unprecedented since Bugsy Siegel came to town. Casino owners saw a way to grab the family-entertainment dollar and started building theme parks, like the $1.1 billion MGM Grand and Mirage Resorts' $475 million Treasure Island. Visitors to Sin City jumped last year by 20 percent, to about 29 million. The question is not whether there is money in entertainment, but whether there's enough to go around--enough to give Arizona a share of the pie.

The biggest argument for building a theme park here seems to be that there isn't one. Phoenix is the only city in the top 20 markets in the country without a theme park. Meanwhile, about 25 million people visit Arizona every year, making tourism an $8.1 billion industry here, according to studies done for the Arizona Office of Tourism, which, by the way, favors a theme park. Rawhide, a Western-themed town and steak house in Scottsdale, alone gets an amazing 850,000 visitors a year. ASH Entertainment's current plan projects 1.6 million customers a year, generating revenues of $54 million. The park's operation is estimated at $37.8 million initially. The current plan is to operate year-round, which counts on folks toughing out three-digit temperatures in the summertime. Specifically, 36.5 percent of the park's projected 1.6 million customers are targeted to visit in June through September, when the kids are out of school.

Even ASH's own number crunchers originally called for closing down in the summertime, but Sanchez balked.

"I know it's hot here," he argues. "But go to Florida, go to San Antonio, Texas, go to Washington, D.C., and you've got 95-degree temperatures and 85 to 90 percent humidity, and people go there."

Although it sounds like the old "it's a dry heat" argument, the figures back him up. Castles 'n' Coasters, an outdoor amusement minipark in northwest Phoenix, does a good share of its business in summer. "We have mist systems throughout the park. The kids are out of school," says marketing director Bret Brimhall. "It's one of our busiest times."

Higley is the quintessential rural America of about 50 years ago. It's a place where everyone knows his neighbors, as well as the neighbors' animals. Where kids milk cows before school and neighbors trade eggs for grapefruit. Officially, Higley is a zip code and a school district and a group of folks who live on one- to five-acre ranchettes. It surrounds the land the ASH theme park would be on, and it's the source of the most vocal opposition to it.

"They act like they're doing the community some big favor by building this," says Kathy Shae, one of the Higley residents opposed to the park. "Our kids don't do that. Our kids are in 4-H. We don't consider giving them a theme park as something that's doing them a favor."

ASH walked into the middle of a long-running dispute between Gilbert and Higley. Higley residents have been angry with Gilbert over a lot of things, like the placement of the SanTan Freeway and the town's taking over water service from the Roosevelt Water Conservation District. The Higley and Gilbert school districts have been on the verge of combining for years, but neither has been politically willing to take that step.

The proposed site for the theme park is located in the Higley District. If it's fully developed, it could make the one-school district instantly rich, the way tax money from the Palo Verde nuclear power plant has meant an Olympic-size pool and other goodies for the tiny Ruth Fisher District.

"We were under the impression that Gilbert was going to preserve medium- to low-density residential zoning out here," adds Charlene Taylor, who's lived in the community for 14 years. That appears to be history. Subdivisions are springing up as far south as Apache Junction, and a master-planned community of 2,000 homes is planned south of Williams Gateway. Gilbert wants commercial development and appears to want this theme park. A full 80 percent of Gilbert is made up of residential development, making it the bedroom community for East Valley economic development. Mesa has Fiesta Mall and Superstition Springs. Chandler has Intel. Gilbert has tract homes. And as the housing market comes increasingly close to its peak, Gilbert needs a tax base in a big way. Sanchez's future parcel, currently owned by U-Haul Credit Corporation, sits across the street from Williams Gateway, slated to be a major industrial and education facility and, eventually, a secondary commercial airport for the Valley. The Southern Pacific Railroad runs through a portion of the land, which is naturally divided on one end by the Roosevelt Canal. And if the state ever develops the SanTan Freeway, which is on some plan somewhere waiting for funding, it would run within two miles of the theme park.

"The theme park would really be a positive thing for the airport," says Jan Dodson, director of development for Williams Gateway. "It's the residential development that we're concerned about because of the noise issue surrounding the airport."

But the Higley neighbors don't like Sanchez. To them, he's a fast-talking deal maker who's sold some greedy city people on a moneymaking scheme that will surely ruin their lifestyle. "I have yet to hear Ulysses Sanchez give a straight answer," Shae says. She and other opponents have vowed to circulate petitions for a referendum in the county, which would take more than 64,000 signatures. Peering out from behind round eyeglasses and sipping a Coke out of a glass meant for old fashioneds, Sanchez is clearly a man obsessed. That's what keeps this project going in the absence of, say, a major corporation with a lot of development experience. Sanchez and company are busy working on their next challenge. At preliminary meetings, county staff whispered the word that makes the entire Valley cringe: traffic. ASH is set to present its formal application for zoning to the county in late June. But county officials say it won't get off the table without a serious plan for ushering carloads of theme-park goers through the most congested part of the Valley. Sanchez, as always, is confident, even though it means digging deeper into his bag of mystery money while the rest of Arizona watches, some waiting for him to fail.

"When all you've got is the idea," observes one developer who is quietly cheering for Sanchez, "you're kind of out there naked, so people just think you're nuts until some big guy comes along and steals it from you."

If the project doesn't happen, it won't be for lack of trying. And in trying to hold on to his dream park, Ulysses Sanchez may be on the ride of his life.

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