<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
PREMIER PARKS INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
PREMIER PARKS INC.
- - -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii),or 14a-6(i)(1), or 14a-6(i)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
---------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
---------------------------------------------------------------------------
(5) Total fee paid:
N/A
---------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
PREMIER PARKS INC.
11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
JUNE 19, 1995
----------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Premier
Parks Inc. (the "Company") will be held at the offices of the Company's
Adventure World Theme Park, 13710 Central Avenue, Largo, Maryland 20775 on
Monday, June 19, 1995 at 9:30 a.m., E.D.T., for the following purposes, all as
more fully described in the attached Proxy Statement:
1. To elect six directors, to serve for the ensuing year and until their
respective successors are elected and qualified.
2. To ratify the selection of KPMG Peat Marwick LLP as independent public
accountants of the Company for the year ending December 31, 1995.
3. To transact such other business as may properly come before the
meeting and any and all adjournments thereof.
The Board of Directors has fixed the close of business on April 13, 1995 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting or any adjournment thereof.
A copy of the Company's Annual Report for the year ended December 31, 1994 is
enclosed.
YOU ARE EARNESTLY REQUESTED TO DATE, SIGN AND RETURN THE ACCOMPANYING FORM OF
PROXY IN THE ENVELOPE ENCLOSED FOR THAT PURPOSE (TO WHICH NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES) WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING IN PERSON. THE PROXY IS REVOCABLE BY YOU AT ANY TIME PRIOR TO ITS
EXERCISE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU
ATTEND THE MEETING OR ANY ADJOURNMENT THEREOF. THE PROMPT RETURN OF THE PROXY
WILL BE OF ASSISTANCE IN PREPARING FOR THE MEETING AND YOUR COOPERATION IN THIS
RESPECT WILL BE APPRECIATED.
BY ORDER OF THE BOARD OF DIRECTORS
Richard A. Kipf
Secretary
Oklahoma City, Oklahoma
April 27, 1995
<PAGE>
PREMIER PARKS INC.
11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 19, 1995
----------------
This Proxy Statement and the accompanying proxy are being furnished to
stockholders of PREMIER PARKS INC. (the "Company") in connection with the
solicitation of proxies by the Board of Directors for use in voting at the
Annual Meeting of Stockholders to be held at the offices of the Company's
Adventure World Theme Park, 13710 Central Avenue, Largo, Maryland 20775 on
Monday, June 19, 1995, at 9:30 a.m., E.D.T., and at any and all adjournments
thereof.
If the enclosed proxy is properly signed and returned, your shares will be
voted on all matters that properly come before the Annual Meeting for a vote.
If instructions are specified in your signed proxy with respect to the matters
being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are so specified, your shares will be voted
FOR the election of directors named in Proposal 1, and FOR the approval of
Proposal 2 (ratification of independent public accountants for the year ending
December 31, 1995). Your proxy may be revoked at any time prior to being voted
by: (i) filing with the Secretary of the Company (Richard A. Kipf), at the
above address, written notice of such revocation, (ii) submitting a duly
executed proxy bearing a later date or (iii) attending the Annual Meeting and
giving the Secretary notice of your intention to vote in person.
On or about April 27, 1995, this Proxy Statement and the accompanying proxy,
together with a copy of the Annual Report of the Company for the year ended
December 31, 1994, including financial statements, are to be mailed to each
stockholder of record at the close of business on April 13, 1995.
Whether or not you attend the Annual Meeting, your vote is important.
Accordingly, you are asked to sign and return the accompanying proxy regardless
of the number of shares you own. Shares can be voted at the Annual Meeting only
if the holder is represented by proxy or is present.
VOTING SECURITIES
The Board of Directors has fixed the close of business on April 13, 1995 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting. Only stockholders of record at the close of
business on that date will be entitled to vote at the Annual Meeting or any and
all adjournments thereof. As of April 13, 1995, the Company had issued and
outstanding 16,860,607 shares of Common Stock, par value $0.01 per share (the
"Common Stock"), the Company's only class of voting securities outstanding.
Each stockholder of the Company will be entitled to one vote for each share of
Common Stock registered in his name on the record date. A majority of all of
the outstanding shares of Common Stock constitutes a quorum at the Annual
Meeting.
Neither abstention votes nor any broker non-votes (i.e., votes withheld by
brokers on non-routine proposals in the absence of instructions from beneficial
owners) will be counted as present or represented at the Annual Meeting for
purposes of determining whether a quorum exists.
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL HOLDERS
The following table sets forth certain information as of March 1, 1995
(except as noted below) as to Common Stock owned by (a) each of the Company's
current directors, (b) all current directors and officers of the Company as a
group, and (c) each person who, to the best of the Company's knowledge,
beneficially owned on that date more than 5% of the outstanding Common Stock.
<TABLE>
<CAPTION>
SHARES OF
NAME AND ADDRESS COMMON STOCK PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------- ------------------ --------
<S> <C> <C>
Kieran E. Burke........................... 624,104(2) 3.6
Paul A. Biddelman......................... 6,444,296(3) 31.4
James F. Dannhauser....................... 110,000(4) 0.7
Michael E. Gellert........................ 4,714,626(5)(6) 27.8
Gary Story................................ 100,000(7) 0.6
Jack Tyrrell.............................. 3,270,370(8) 18.5
Robert J. Gellert......................... 4,756,378(6)(9) 28.2
Windcrest Partners........................ 4,128,272(6)(10) 24.5
122 East 42nd Street
New York, New York 10168
Lawrence, Tyrrell, Ortale & Smith II, 3,270,370(11) 18.5
L.P......................................
Lawrence, Tyrrell, Ortale & Smith
3100 West End Avenue, Suite 500
Nashville, TN 37203
Hanseatic Corporation..................... 6,444,296(12) 31.4
Wolfgang Traber
450 Park Avenue
New York, New York 10152
David A. Jones............................ 1,764,444(13) 10.3
500 West Main Street
Louisville, KY 40201
The Travelers Inc......................... 1,777,100(14) 10.5
65 East 55th Street
New York, New York 10022
Smith Barney Holdings Inc.
Smith Barney Advisers, Inc.
1345 Avenue of the Americas
New York, New York 10105
All directors and officers as a group(1)(8
persons)................................. 15,265,396 69.7
</TABLE>
- - --------
(1) The share amounts listed include shares of Common Stock that the following
persons have the right to acquire within 60 days from March 1, 1995:
Michael Gellert, 80,000 shares (see footnote (5)) Kieran E. Burke, 387,594
shares (see footnote (2)), Paul A. Biddelman and Hanseatic Corporation,
3,648,000 shares (see footnotes (3) and (12)), Jack Tyrrell and Lawrence,
Tyrrell, Ortale & Smith II, L.P., 800,000 shares (see footnotes (8) and
(11)), David A. Jones, 320,000 shares (see footnote (13)) and Gary Story,
100,000 shares (see footnote (7)); and all directors and officers as a
group, 5,027,594 shares.
2
<PAGE>
(2) Includes 236,510 shares of Common Stock and warrants and options to
purchase 387,594 shares of Common Stock for his own account as to which
Mr. Burke has sole voting and investment power.
(3) Includes 2,796,296 shares of Common Stock beneficially owned by Hanseatic
Corporation ("Hanseatic") and 3,648,000 shares issuable upon conversion of
$4,560,000 principal amount of the Company's 9.5% Senior Subordinated
Convertible Notes (the "Convertible Notes") beneficially owned by
Hanseatic. Mr. Biddelman, who is treasurer of Hanseatic, disclaims
beneficial ownership of all except 62,500 and 50,000, respectively, of
such shares.
(4) Includes 55,000 shares of Common Stock for his own account and 55,000
shares beneficially owned by Lepercq, de Neuflize & Co. Incorporated
("LePercq"), of which Mr. Dannhauser is a managing director. Mr.
Dannhauser disclaims beneficial ownership of the shares held by Lepercq.
(5) Includes 478,716 shares of Common Stock for his own account as to which
Mr. Gellert has sole voting and investment power, and includes 4,128,272
shares of Common Stock beneficially owned by Windcrest Partners, a New
York limited partnership which shares voting and investment power with its
general partners, Michael E. Gellert and Robert J. Gellert. Also includes
107,638 shares beneficially held by Michael E. Gellert's daughter who
resides in his household, of which 80,000 represent shares issuable upon
conversion of $100,000 principal amount of the Company's Convertible Notes
beneficially owned by such daughter. Mr. Gellert disclaims beneficial
ownership of all shares beneficially owned by his daughter.
(6) Members of the Gellert/Petschek family and entities controlled by them
beneficially own in the aggregate 5,656,098 shares of Common Stock. Such
shares represent 33.2% of the Company's outstanding Common Stock. See
footnotes (5), (9) and (10).
(7) Includes 100,000 shares of Common Stock issuable upon exercise of stock
options held by Mr. Story, as to which he has sole voting and investment
power.
(8) Includes 1,000,000 shares of Common Stock beneficially owned by Lawrence,
Tyrrell, Ortale & Smith ("LTOS") and 1,470,370 shares of Common Stock
beneficially owned by Lawrence, Tyrrell, Ortale & Smith II, L.P. ("LTOS
II") and 800,000 shares issuable upon conversion of $1,000,000 principal
amount of the Company's Convertible Notes beneficially owned by LTOS II.
Mr. Tyrrell, who is a general partner of the respective general partners
of LTOS and LTOS II, disclaims beneficial ownership of all such shares.
(9) Includes 11,070 shares of Common Stock for his own account as to which he
has sole voting and investment power; 247,985 shares as agent for 30 other
persons and entities with whom he shares voting and investment power;
10,838 shares as trustee for Michael E. Gellert's sister with respect to
which he shares voting and investment power with Peter J. Gellert (who
holds these shares as agent); 27,794 shares as trustee of irrevocable
trusts for the benefit of Michael E. Gellert's children as to which he has
sole voting and investment power; 5,419 shares as trustee of an
irrevocable trust for the benefit of his brother as to which he has sole
voting and investment power; 4,128,272 shares owned by Windcrest Partners,
a New York limited partnership which shares voting and investment power
with its general partners, Michael E. Gellert and Robert J. Gellert; and
325,000 shares beneficially owned by Lexfor Corporation of which he is
President and a director, as to which he shares voting and investment
power with the other officers and directors. Michael E. Gellert disclaims
beneficial ownership of the shares owned by the trusts for the benefit of
his children.
(10) Windcrest Partners share voting and investment power with its general
partners, Michael E. Gellert and Robert J. Gellert.
(11) As of November 2, 1994. Includes 1,000,000 shares of Common Stock
beneficially owned by LTOS, 1,470,370 shares beneficially owned by LTOS II
and 800,000 shares issuable upon conversion of
3
<PAGE>
$1,000,000 principal amount of the Company's Convertible Notes beneficially
owned by LTOS II. LTOS and LTOS II may be deemed to constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended. Information has been obtained from Amendment No. 2 to
Schedule 13D dated November 2, 1994.
(12) Includes 2,796,296 shares of Common Stock beneficially owned by Hanseatic
and 3,648,000 shares issuable upon conversion of $4,560,000 principal
amount of the Company's Convertible Notes beneficially owned by Hanseatic.
Mr. Traber holds in excess of a majority of the shares of capital stock of
Hanseatic and thus may be deemed to beneficially own such shares.
(13) As of October 12, 1994. Includes 1,444,444 shares of Common Stock
beneficially owned by Mr. Jones and 320,000 shares issuable upon
conversion of $400,000 principal amount of the Company's Convertible Notes
beneficially owned by Mr. Jones. Information has been obtained from
Amendment No. 2 to Schedule 13D dated October 12, 1994.
(14) Share ownership is shown as of December 31, 1994. Includes 750,000 shares
as to which Smith Barney Mutual Funds Management Inc. ("SBMF"), Smith
Barney Holdings Inc. ("SBH") and The Travelers Inc. ("Travelers") have
shared voting and dispositive power and 1,027,100 as to which SBH and
Travelers have shared voting and dispositive power. SBMF is a wholly-owned
subsidiary of SBH, which is a wholly-owned subsidiary of Travelers.
Information has been obtained from Amendment No. 5 to Schedule 13G dated
February 13, 1995.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires
officers and directors of the Company and persons who own more than ten-percent
of the Common Stock, to file initial statements of beneficial ownership (Form
3), and statements of changes in beneficial ownership (Forms 4 or 5), of Common
Stock with the Securities and Exchange Commission (the "SEC"). Officers,
directors and greater than ten-percent shareholders are required by SEC
regulation to furnish the Company with copies of all such forms they file.
To the Company's knowledge, based solely on its review of the copies of such
forms received by it, or written representations from certain reporting persons
that no additional forms were required for those persons, the Company believes
that during 1994 all filing requirements applicable to its officers, directors,
and greater than ten-percent beneficial owners were complied with, except as
follows:
In connection with a private placement by the Company, in October and
November, 1994, Hanseatic Corporation ("Hanseatic") purchased an aggregate of
1,296,296 shares of Common Stock. Each of Hanseatic, Wolfgang Traber and Paul
Biddelman inadvertently failed to file with the SEC on a timely basis the
required forms reflecting this purchase. The appropriate filings were
subsequently made.
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of six members. At the
Annual Meeting six directors are to be elected to serve for the ensuing year
and until their respective successors are elected and qualified. The persons
named in the enclosed proxy intend to vote for the election of the persons
listed below, unless the proxy is marked to indicate that such authorization is
expressly withheld. Should any of the listed persons be unable to accept
nomination or election (which the Board of Directors does not expect), it is
the intention of the persons named in the enclosed proxy to vote for the
election of such persons as the Board of Directors may recommend. Proxies
cannot be voted for a greater number of persons than the number of nominees
named. The election of directors requires a plurality vote of those shares of
Common Stock represented at the meeting.
4
<PAGE>
INFORMATION CONCERNING NOMINEES
<TABLE>
<CAPTION>
YEAR
AGE AS OF ELECTED
NAME MARCH 1, 1995 DIRECTOR POSITION WITH THE COMPANY
---- ------------- -------- -------------------------
<S> <C> <C> <C>
Kieran E. Burke(1)...... 37 1989 Director, Chairman of the Board and
Chief Executive Officer
Gary Story(2)........... 39 1994 Director, President and Chief Operating
Officer
Paul A. Biddelman(3).... 49 1992 Director
James F. Dannhauser(4).. 42 1992 Director
Michael E. Gellert(5)... 63 1989 Director
Jack Tyrrell(6)......... 48 1992 Director
</TABLE>
- - --------
(1) Mr. Burke became Chief Executive Officer and a director of the Company on
October 18, 1989 and became Chairman of the Board on June 28, 1994. From
1989 through June 1994, he was President of the Company. From February 1989
through October 18, 1989, Mr. Burke served as a consultant to The Drexel
Burnham Lambert Group Inc. From January 1988 through February 1989, Mr.
Burke was Vice Chairman and Managing Director of Drexel Burnham Lambert
Realty Inc. ("DBLR"), the principal business of which was the ownership,
development, management and syndication of real estate. In January 1991,
DBLR filed a petition seeking protection under Chapter 11 of the federal
bankruptcy laws. Mr. Burke also serves as a director of Blue Ridge Real
Estate Company and Big Boulder Corporation.
(2) Mr. Story became President and a director of the Company on June 28, 1994.
From January 1992 through June 1994, he had been the Company's Executive
Vice President and Chief Operating Officer. Prior to that time, he had been
General Manager of the Company's Frontier City theme park for more than
five years.
(3) Mr. Biddelman became a director of the Company on December 14, 1992. Since
April 1992, Mr. Biddelman has been treasurer of Hanseatic, a private
investment company. See "Stock Ownership of Management and Certain
Beneficial Holders." Hanseatic may be deemed an affiliate of the Company.
From January 1991 through March 1992, Mr. Biddelman was managing director
of Clements Taee Biddelman Incorporated, a financial advisory firm. From
March 1982 to December 1990, he served as a managing director of Drexel
Burnham Lambert Incorporated, an investment banking firm. Mr. Biddelman
also serves as a director of Petroleum Heat and Power Co., Inc., TLC
Beatrice International Holdings, Inc., Electronic Retailing Systems
International, Inc., Insituform Technologies, Inc. and Celadon Group, Inc.
In connection with a private placement by the Company of 11,000,000 shares
of Common Stock in October 1992, in which Hanseatic acquired 1,500,000
shares, Kieran E. Burke and Michael E. Gellert agreed to vote, as directors
of the Company, to elect Mr. Biddelman to serve as a director of the
Company until the 1993 annual meeting of stockholders. Mr. Biddelman also
serves as the designee on the board of the holders of the Company's 9.5%
Senior Subordinated Convertible Notes.
(4) Mr. Dannhauser became a director of the Company on December 14, 1992. Mr.
Dannhauser has been a managing director of Lepercq, de Neuflize & Co. Inc.,
an investment banking firm, since October 1990. From March 1983 through
September 1990, he was a managing director of Lepercq Capital Partners.
(5) Mr. Gellert became a director of the Company on March 15, 1989. He
previously served as a Director of the Company or as a Trustee of Tierco, a
Massachusetts business trust and predecessor of the Company, from 1979
until 1986. From June 1989 through June 1994, he also served as the
Chairman of the Board of the Company. Mr. Gellert is a general partner of
Windcrest Partners, a New York limited partnership. Windcrest Partners, the
principal business of which is private investing, is an affiliate of the
Company (see "Stock Ownership of Management and Certain Beneficial
Holders"). Prior to
5
<PAGE>
October 27, 1989, Mr. Gellert was an Executive Director of Drexel Burnham
Lambert Incorporated, an investment banking firm, and served that firm and
its predecessors in executive capacities for more than five years. Prior to
that date, Mr. Gellert was also a director and member of the executive
committee of The Drexel Burnham Lambert Group Inc., the parent company of
Drexel Burnham Lambert Incorporated. In 1990, The Drexel Burnham Lamert
Group Inc. and Drexel Burnham Lambert Incorporated filed petitions seeking
protection under Chapter 11 of the federal bankruptcy laws. Mr. Gellert
serves as a director of Devon Energy Corp., The Harvey Group, Inc., Humana
Inc., Seacor Holdings, Inc., Regal Cinemas, Inc. and The Putnam Trust
Company of Greenwich.
(6) Mr. Tyrrell became a director of the Company on December 14, 1992. For more
than five years, Mr. Tyrrell has been a general partner of Lawrence Venture
Partners, a New York general partnership, the principal business of which
is that of acting as general partner of Lawrence, Tyrrell, Ortale & Smith,
a New York private investment limited partnership ("LTOS"). Mr. Tyrrell is
also a general partner of LTOS II Partners, a Delaware limited partnership,
the principal business of which is that of acting as general partner of
Lawrence, Tyrrell, Ortale & Smith II, L.P., a Delaware private investment
limited partnership ("LTOS II"). See "Stock Ownership of Management and
Certain Beneficial Holders." LTOS and LTOS II may be deemed affiliates of
the Company. Mr. Tyrrell also serves as a director of MedAlliance Inc.,
National Health Investors, Inc. and Regal Cinemas, Inc. In connection with
a private placement by the Company of 11,000,000 shares of Common Stock in
October 1992, in which LTOS and LTOS II acquired an aggregate of 2,100,000
shares, Kieran E. Burke and Michael E. Gellert agreed to vote, as directors
of the Company, to elect Mr. Tyrrell to serve as a director of the Company
until the 1993 annual meeting of Stockholders.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1994, the Company's Board of Directors
held four meetings. During 1994, each of the directors of the Company attended
all of the meetings of the Board of Directors and all meetings of committees of
the Board of which such director was a member.
The Board has designated a Compensation Committee and Audit Committee. The
members of the Compensation Committee at March 1, 1995 were Messrs. Biddelman
and Tyrrell. The Compensation Committee, which met two times during 1994,
reviews management's recommendations with respect to executive compensation and
employee benefits and makes recommendations to the Board as to such matters.
Additionally, the Compensation Committee administers the Company's 1993 Stock
Option and Incentive Plan. See "Executive Compensation."
The members of the Audit Committee at March 1, 1995 were Messrs. Gellert and
Dannhauser. The Audit Committee, which met two times during 1994, recommends to
the Board the accounting firm to be selected by the Board as independent
auditors of the Company and acts on behalf of the Board in reviewing with the
independent auditors, the chief accounting officer of the Company and other
appropriate corporate officers, matters relating to corporate financial
reporting and accounting procedures and policies, and the adequacy of
financial, accounting and operating controls. The Audit Committee reviews the
results of such audits with the Company's auditing firm and reports thereon to
the Board. The Audit Committee also submits to the Board recommendations it may
have from time to time with respect to financial reporting and accounting
practices and policies and financial, accounting and operating controls and
safeguards.
COMPENSATION OF DIRECTORS
Directors have not received any compensation for serving as such; however,
they are reimbursed for expenses attendant to Board and committee membership.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table discloses compensation received by the Company's Chief
Executive Officer and Chief Operating Officer for the three years ended
December 31, 1994, the only executive officers of the Company whose annual
salary and bonus exceed $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-----------------------
RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION AWARD(S)($) OPTIONS(#) COMPENSATION
------------------ ---- -------- -------- ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kieran E. Burke.........
Chairman of the Board, 1994 $290,000 $ -- -- -- 50,000 (1)
Chief Executive Officer 1993 265,000 40,000 -- -- 381,002 (1)
and Director 1992 265,000 -- -- -- -- (1)
Gary Story..............
President, Chief 1994 200,000 -- -- -- 100,000 (1)
Operating Officer and 1993 140,000 70,000 -- -- 200,000 (1)
Director 1992 125,000 67,000 -- -- -- (1)
</TABLE>
- - --------
(1) The Company has concluded that, as to each named executive officer for each
year shown, all personal benefits paid or provided did not exceed the
lesser of $50,000 or 10% of the salary and bonus reported for such officer
above. During 1994, the Company did not have any defined contribution plans
or pension or other defined benefit or retirement plans, other than a
qualified, contributory 401(k) plan. All regular employees are eligible to
participate in the plan if they have completed one full year of service and
are at least 21 years old. The Company currently does not match
contributions made by employees. The accounts of all participating
employees are fully vested.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
At the 1993 Annual Meeting of the Company's stockholders, the stockholders
approved the Company's 1993 Stock Option and Incentive Plan (the "Stock
Incentive Plan"). The Stock Incentive Plan provides for the grant of options
("Options") to purchase Common Stock intended to qualify as incentive stock
options ("Incentive Options") under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), options that do not so qualify ("Non-Qualified
Options"), and for the grant of stock appreciation rights ("SARs") that are
granted in tandem with Options. An SAR granted in tandem with an Option permits
an optionee to surrender his Option to the Company for cancellation and receive
an amount (in cash or shares of Common Stock) equal to the excess, if any, of
(i) the then fair market value of the shares of Common Stock subject to the
Option over (ii) the exercise price of the Option.
The following table shows information regarding grants of Options made to the
named executive officers under the Stock Incentive Plan during the year ended
December 31, 1994. The amounts shown for each of the named executive officers
as potential realizable values are based on arbitrarily assumed annualized
rates of stock price appreciation of five percent and ten percent over the full
seven-year term of the Options. During 1994, a limited trading market developed
for the Common Stock. On August 1, 1994 (the date of grant of the Options), the
average of the bid and asked quotations relating to the Common Stock (as
reported on The Pink Sheets(R) and the OTC Bulletin Board) was $1.125. The
Compensation Committee of the Board of Directors determined $1.50 to be the
fair market value on the date such Options were granted. Accordingly, $1.50 per
share was used below for purposes of calculating potential appreciation. No
gain to the optionees is possible without an increase in stock price which will
benefit all shareholders proportionately. THESE POTENTIAL REALIZABLE VALUES ARE
BASED SOLELY ON ARBITRARILY ASSUMED RATES OF APPRECIATION REQUIRED BY
APPLICABLE SEC
7
<PAGE>
REGULATIONS. ACTUAL GAINS, IF ANY, ON OPTION EXERCISES AND COMMON STOCK
HOLDINGS ARE DEPENDENT ON THE FUTURE PERFORMANCE OF COMMON STOCK AND OVERALL
MARKET CONDITIONS. THERE CAN BE NO ASSURANCE THAT AN ESTABLISHED TRADING MARKET
WILL DEVELOP IN RESPECT OF THE COMMON STOCK OR, IF SUCH A MARKET DEVELOPS, THAT
THE POTENTIAL REALIZABLE VALUES SHOWN IN THIS TABLE WILL BE ACHIEVED.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
--------------------------------------------------------- ----------------
% OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE EXPIRATION
NAME OPTIONS (#) EMPLOYEES IN 1994 PRICE ($/SH) DATE 5% 10%
---- ----------- ----------------- ------------ ---------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Kieran E. Burke......... 50,000 27.8% $1.50 August 1, 2001 $30,500 $ 71,000
Gary Story.............. 100,000 55.6% $1.50 August 1, 2001 $61,000 $142,000
</TABLE>
AGGREGATED OPTION/SAR EXERCISES AND OPTION/SAR VALUES
The following table provides information on option/SAR exercises in 1994 by
the named executive officers and the value of such officers' unexercised
options/SARs at December 31, 1994.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT AT
SHARES DECEMBER 31, 1994 ($) DECEMBER 31, 1994 ($)(1)
ACQUIRED ON VALUE ------------------------- -------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kieran E. Burke......... -- -- 387,594 268,602 $251,898 $43,434
Gary Story.............. -- -- 100,000 200,000 15,200 22,800
</TABLE>
- - --------
(1) During 1994, a limited trading market developed for the Common Stock.
Amount shown is based on $1.19 per share, the average of the high and low
bid and asked prices of the Common Stock (as reported on The Pink Sheets
and the OTC Bulletin Board) on December 30, 1994.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors administers the
Company's executive compensation program.
The goals of the Company's executive compensation program are to:
. Provide compensation levels that enable the Company to attract, retain
and motivate its executives;
. Tie individual compensation to individual performance and the success of
the Company; and
. Align executives' financial interests with those of the Company's
stockholders through potential stock ownership.
SALARIES
Each executive officer's base salary is reviewed annually based upon
management recommendations, in the case of executive officer's other than the
Chairman and Chief Executive Officer, and data regarding executives with
similar responsibilities in certain companies comparable in size or in
comparable lines of
8
<PAGE>
business. In addition, the Compensation Committee considers length of tenure,
prior experience and level of responsibility. None of these factors are
assigned a specific weight. Based on these factors, the Compensation Committee
increased the Chairman's salary for 1994 by $25,000, representing an
approximate 9% increase over his 1993 salary.
INCENTIVE COMPENSATION
The Company does not have a formal incentive compensation program, but does
award annual cash bonuses to selected executive officers. In cases other than
the Chairman and Chief Executive Officer, annual bonuses are recommended to the
Compensation Committee by the Chairman at the end of each year. In the case of
the Chairman and Chief Executive Officer, the Compensation Committee determines
the amount, if any, of annual bonuses. Individual bonus awards are determined
with reference to Company-wide and individual performance for the previous
fiscal year, based on both qualitative and quantitative factors. Quantitative
factors include revenues, earnings before interest, taxes and depreciation and
net income. Qualitative factors include initiative, business judgment, level of
responsibility and management skills.
LONG-TERM INCENTIVE
In 1994, the Company's Board Compensation Committee authorized the granting
of Options to purchase 180,000 shares of Common Stock, including Options to
purchase 50,000 shares and 100,000 shares granted to Kieran E. Burke, Chairman
and Chief Executive Officer, and Gary Story, President and Chief Operating
Officer, respectively. In determining the number of Options so granted, the
Committee considered the level of each optionee's responsibility, his potential
impact on the Company's performance, as well as the number of Options granted
in prior years. The Company does not have a target ownership level for equity
holdings in the Company by senior management and other key employees.
All Options granted in 1994 have a term of seven years, vest 20% on the date
of grant and each twelve-month period thereafter so that they are fully-vested
and exercisable five years after such date and have an exercise price of $1.50
per share, representing the Committee's determination of the fair market value
of the Company's Common Stock on the date of grant. During 1994, a limited
trading market developed for the Common Stock. As of the date the Compensation
Committee authorized the 1994 Options and as of the date they were granted, the
average of the bid and asked prices of the Common Stock as reported on The Pink
Sheets and the OTC Bulletin Board was less than the $1.50 exercise price.
Paul A. Biddelman
Jack Tyrrell
9
<PAGE>
PERFORMANCE GRAPH
The following table shows a comparison of five year cumulative total return
to stockholders (assuming all dividends were reinvested) for the Company,
Standard & Poor's ("S&P") 500 Stock Index and Standard & Poor's Leisure Time
Index. During the period October 1990 through June 1994, no trading market
existed for the Common Stock and the Company was unable to obtain any reliable
price quotations for its Common Stock. Subsequent to June 1994, The Pink Sheets
and the OTC Bulletin Board commenced reporting of trading in the Company's
Common Stock under the symbol PARK. These quotations reflect inter-dealer
prices, without mark-up, mark-down or commission and do not necessarily
represent actual transactions. THE COMPANY BELIEVES THAT THE TRADING MARKET FOR
ITS COMMON STOCK REMAINS HIGHLY ILLIQUID AND THAT THE FOLLOWING PRICING
INFORMATION SHOULD NOT BE DEEMED TO INDICATE THAT AN ESTABLISHED TRADING MARKET
EXISTS.
[INSERT PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME 1989 1990 1991 1992 1993 1994
------------------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Premier Parks Inc.*................... 100 78.57 128.57
S&P 500 Index......................... 100 96.90 126.42 136.05 149.76 151.74
S&P Leisure Time Index................ 100 56.28 83.10 98.16 106.81 103.73
</TABLE>
- - --------
* The return for the Company in 1990 was calculated based on the last available
price of $.6875 (October 15, 1990). The stock was not traded between October
15, 1990 and June 1994.
10
<PAGE>
CERTAIN TRANSACTIONS
COMMON STOCK OFFERING. In October and November, 1994, the Company consummated
the issuance and sale of 3,584,510 shares (the "Shares") of Common Stock to
certain accredited investors (the "Investors") in a private placement at a
purchase price of $1.35 per share. The Company agreed to provide the Investors
certain registration rights in respect of the Shares under the Securities Act
of 1933, as amended.
Of the Shares issued, 744,696 were issued to Windcrest Partners ("Windcrest")
in exchange for $350,000 in cash and the satisfaction of indebtedness owed by
the Company to Windcrest in the amount of $655,340. This indebtedness had been
incurred by the Company in connection with the acquisition of, and capital
improvements made at, the Company's theme parks. Michael E. Gellert, a director
of the Company, is a general partner of Windcrest. See "Stock Ownership of
Management and Certain Beneficial Holders."
Additionally, in this offering, Hanseatic and LTOS II purchased an aggregate
of 1,296,296 and 370,370 Shares, respectively. Paul A. Biddelman and Jack
Tyrrell, each a director of the Company, are Treasurer of Hanseatic and the
general partner of the general partner of LTOS II, respectively. See "Stock
Ownership of Management and Certain Beneficial Holders."
OFFICE LEASE. In November 1990, the Company entered into an office lease. A
portion of the office space is being used by Windcrest, and the Company and
Windcrest have agreed to allocate to Windcrest 50% of the monthly rental
payments. During 1994, Windcrest paid the Company approximately $68,000
relating to such office space.
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP, certified public accountants, audited the Company's
consolidated financial statements for the fiscal year ended December 31, 1994.
The Board of Directors has appointed KPMG Peat Marwick LLP ("Peat Marwick") to
audit the Company's consolidated financial statements for the fiscal year
ending December 31, 1995, and recommends that the stockholders vote for
ratification of such appointment. The ratification requires a majority vote of
those shares of Common Stock represented at the meeting. In the event the
ratification is not approved, the Board of Directors will reconsider its
selection. Representatives of Peat Marwick are not expected to be present at
the Annual Meeting of Stockholders and, therefore, will not make a statement or
be available to respond to questions at such meeting.
On December 16, 1993, the Company replaced Pannell Kerr Forster P.C. ("PKF")
as its independent accountants and auditor of its financial statements and
retained Peat Marwick for that position. The replacement of PKF and the
retention of Peat Marwick were approved by the Audit Committee of the Board of
Directors of the Company.
In connection with the audits of the two fiscal years ended December 31,
1992, and subsequent review work performed through December 16, 1993, there
were no disagreements with PKF on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to their satisfaction, would have caused
them to make reference in connection with their opinion to the subject matter
of the disagreement.
The audit reports of PKF on the consolidated financial statements of the
Company and its subsidiaries as of and for the years ended December 31, 1992
and 1991 did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles.
11
<PAGE>
Prior to the retention of Peat Marwick, neither the Company nor any person on
its behalf consulted with Peat Marwick regarding the application of accounting
principles to any transaction or the types of audit opinion that might be
rendered on the Company's financial statements.
1996 STOCKHOLDER PROPOSALS
In order for stockholder proposals for the 1996 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's Proxy Statement,
they must be received by the Company at its principal offices, 11501 Northeast
Expressway, Oklahoma City, Oklahoma 73131 (Attn: Secretary), prior to December
29, 1995. The Company's Board of Directors will review any stockholder
proposals that are filed as required and will determine whether such proposals
meet applicable criteria for inclusion in its 1996 proxy statement.
OTHER MATTERS
The Board of Directors does not know of any other matters that are likely to
be presented for consideration at the Annual Meeting. Should any other matters
properly come before the Annual Meeting or any adjournments, it is the
intention of the persons named in the accompanying proxy to vote such proxy in
accordance with their best judgment.
SOLICITATION OF PROXIES
All costs in connection with the solicitation of the enclosed proxy will be
borne by the Company. In addition to solicitations of proxies by use of the
mail, certain officers or employees of the Company, without additional
remuneration, may solicit proxies personally or by telephone, telegraph and
mail. The Company will also request brokers, dealers, banks and their nominees
to solicit proxies from their clients, where appropriate, and will reimburse
them for reasonable expenses related thereto.
RICHARD A. KIPF
Secretary
Oklahoma City, Oklahoma
April 27, 1995
12
<PAGE>
PROXY
PREMIER PARKS INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KIERAN E. BURKE and RICHARD A. KIPF (with
full power to act without the other and with power to appoint his substitute)
as the undersigned's proxies to vote all shares of Common Stock of the
undersigned in PREMIER PARKS INC. ("Company"), a Delaware corporation, which
the undersigned would be entitled to vote at the Annual Meeting of Stockholders
of the Company to be held at 13710 Central Avenue, Largo, Maryland 20775, on
Monday, June 19, 1995 at 9:30 a.m., E.D.T., and at any and all adjournments
thereof as follows:
1.ELECTION OF DIRECTORS[_] FOR all nominees listed below (except as marked to
the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed
below
KIERAN E. BURKE, PAUL A. BIDDELMAN, JAMES F. DANNHAUSER, MICHAEL E. GELLERT,
GARY STORY, JACK TYRRELL
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- - --------------------------------------------------------------------------------
2. Proposal to ratify the selection of KPMG Peat Marwick as the Company's
independent auditors for the year ending December 31, 1995. The Board of
Directors recommends a vote FOR this proposal.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion such other business as may properly come before the
meeting and any and all adjournments thereof.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
(OVER)
- - --------------------------------------------------------------------------------
THE SHARES OF COMMON STOCK REPRESENTED BY THIS PROXY WILL BE VOTED IN
ACCORDANCE WITH THE FOREGOING INSTRUCTIONS, IN THE ABSENCE OF ANY INSTRUCTIONS,
SUCH SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED IN ITEM 1 AND
FOR THE PROPOSAL IN ITEM 2.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders to be held on June 19, 1995 and the Proxy Statement furnished
therewith.
The undersigned hereby revokes any proxy to vote shares of Common Stock of
the Company heretofore given by the undersigned.
______________________________, 1995
(Date)
Signature___________________________
____________________________________
Please date, sign exactly as name
appears on this proxy, and promptly
return in the enclosed envelope.
When signing as guardian, executor,
administrator, attorney, trustee,
custodian, or in any other similar
capacity, please give full title.
If a corporation, sign in full
corporate name by president or
other authorized officer, giving
title, and affix corporate seal. If
a partnership, sign in partnership
name by authorized person. In the
case of joint ownership, each joint
owner must sign.
