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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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PREMIER PARKS INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
886506
(CUSIP Number)
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Paul A. Biddelman
Hanseatic Corporation
450 Park Avenue, Suite 2302
New York, New York 10022
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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March 11, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box.
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Check the following box if a fee is being paid with the statement.
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(A fee is not required only if the reporting person: (a) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
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The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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CUSIP NO. 886506
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hanseatic Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
14,647,883 (see footnote 1)
8 SHARED VOTING POWER
--
9 SOLE DISPOSITIVE POWER
14,647,883 (see footnote 1)
10 SHARED DISPOSITIVE POWER
--
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,647,883 (see footnote 1)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.3% (see footnote 2)
14 TYPE OF REPORTING PERSON*
CO
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(1) Includes 8,024,242 shares (the "New Conversion Shares")
issuable upon conversion of shares of Series A 7% Cumulative
Convertible Preferred Stock.
(2) Based upon an aggregate of 24,287,772 shares reported as
outstanding in the issuer's most recent quarterly report on
Form 10-Q, plus the New Conversion Shares.
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CUSIP NO. 886506
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wolfgang Traber
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
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(b)
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3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
--
8 SHARED VOTING POWER
14,647,883 (see footnotes 1 and 2)
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
14,647,883 (see footnotes 1 and 2)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,647,883 (see footnotes 1 and 2)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.3% (see footnote 3)
14 TYPE OF REPORTING PERSON*
IN
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(1) Represents shares beneficially owned by Hanseatic Corporation;
the undersigned holds in excess of a majority of the shares of
capital stock of Hanseatic Corporation.
(2) Includes the New Conversion Shares.
(3) Based upon an aggregate of 24,287,772 shares reported as
outstanding in the issuer's most recent quarterly report on
Form 10-Q, plus the New Conversion Shares.
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INTRODUCTORY STATEMENT
Pursuant to Reg. Section 240.13d-2, this Amendment No. 5 to
Schedule 13D discloses changes in the Statement on Schedule 13D
dated October 30, 1992, as amended by Amendment No. 1 thereto dated
March 8, 1993, Amendment No. 2 thereto dated July 28, 1993,
Amendment No. 3 thereto dated October 12, 1994 and Amendment No. 4
dated August 15, 1995 (together, the "Amended Statement on Schedule
13D"), filed jointly by Hanseatic Corporation ("the "Stockholder")
and Wolfgang Traber ("Traber"), and therefore does not restate the
items therein in their entirety.
Item 1. Security and Issuer.
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This statement relates to shares of the common stock, $.01 par
value (the "Common Stock"), of Premier Parks Inc., a Delaware
corporation (the "Corporation"). The principal executive offices of
the Corporation are located at 11501 Northeast Expressway, Oklahoma
City, OK 73131.
Item 2. Identity and Background.
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This statement is filed jointly, pursuant to Rule 13d-1(f)(1),
by the Stockholder and by Traber, who holds in excess of a majority
of the shares of capital stock of the Stockholder. The Stockholder,
whose principal business is investing, has its principal business
and offices at 450 Park Avenue, Suite 2302, New York, New York
10022. The names, citizenship,business or residence address and
principal occupation of Traber and of each executive officer and
director of the Stockholder is set forth in Annex 1 attached
hereto, which information is incorporated herein by reference. No
person or entity responding hereunder shall be responsible for the
completeness or accuracy of any information contained herein with
respect to any other person or entity.
During the last five years, neither the Stockholder nor
Traber, nor to the best of the knowledge of the Stockholder, any
executive officer, director or controlling person of the
Stockholder identified in Annex 1, has (a) been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors) or (b) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, and as
a result of which it or he was or is subject to a judgment, decree
or final order enjoining future violation of, or prohibiting or
mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
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Item 3. Source and Amount of Funds or
Other Consideration.
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Effective March 11, 1996, a participating interest in an
aggregate of 12,915,323 shares of Common Stock theretofore
beneficially owned, within the meaning of Rule 13d-3 under the
Securities and Exchange Act of 1934 (the "Exchange Act"), by the
Stockholder (including 6,751,515 issuable upon conversion of
111,400 shares of the Series A 7% Cumulative Convertible Preferred
Stock, $1.00 par value [the "Preferred Stock"], of the Corporation
theretofore beneficially owned by the Stockholder), was contributed
to Hanseatic Americas LDC, a Bahamian limited duration company in
which the sole managing member is Hansabel Partners, L.L.C., a
Delaware limited liability company in which the sole managing
member is the Stockholder (the "Hanseatic Americas Transaction").
Item 4. Purpose of Transaction.
----------------------
The purpose of the Hanseatic Americas Transaction was to
consolidate certain interests in shares of Common Stock and
Preferred Stock beneficially owned by the Stockholder with other
assets held by the Stockholder and other parties.
Pursuant to Rule 13d-4, any statements by Traber herein shall
not be construed as an admission that Traber is, for purposes of
Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of
any securities of the Corporation. Traber does not intend to
exercise any power to vote or to direct the vote, or to dispose or
to direct the disposition of any securities of the Corporation that
he may be deemed beneficially to own except as determined by
management of the Stockholder.
Except as stated in response to Item 4 of the Amended
Statement on Schedule 13D, as amended herein, neither the
Stockholder nor Traber have any plans or proposals which relate to
or would result in any other action specified in clauses (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of March 11, 1996, the Stockholder beneficially owned,
for purposes of Rule 13d-3 under the Exchange Act, 14,647,883
shares of Common Stock (including an aggregate of 8,024,242 shares
[the "New Conversion Shares"] issuable upon conversion of 132,400
shares [the "Preferred Shares"] of Preferred Stock), constituting,
to the best of the knowledge of the Stockholder, 45.3% of the
issued and outstanding shares of Common Stock. The foregoing
calculation is based upon an aggregate of 24,287,772 shares of
Common Stock outstanding as reported in the Corporation's most
recent quarterly report on Form 10-Q.
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Traber holds in excess of a majority of the shares of capital
stock of the Stockholder and, accordingly, may be deemed
beneficially to own the securities of the Corporation held by the
Stockholder. As disclosed by such persons to the Stockholder, none
of the executive officers or directors of the Stockholder set forth
on Annex 1 to the Amended Statement on Schedule 13D beneficially
own any shares of the Common Stock.
(b) All of the shares stated above as beneficially owned by
the Stockholder are held by the Stockholder with sole power to vote
or to direct the vote thereof, and with sole power to dispose or to
direct the disposition thereof. All securities of the Corporation
that may be deemed to be beneficially owned by Traber are held with
shared power to vote or to direct the vote thereof, and with shared
power to dispose or to direct the disposition thereof, with the
Stockholder.
(c) Effective March 11, 1996, a participating interest in an
aggregate of 12,915,323 shares of Common Stock theretofore
beneficially owned by the Stockholder (including 6,751,515 shares
issuable upon conversion of Preferred Stock), was contributed to
Hanseatic Americas LDC, a Bahamian limited duration company in
which the sole managing member is Hansabel Partners L.L.C., a
Delaware limited liability company in which the sole managing
member is the Stockholder.
(d) The right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, 12,915,323 shares
of Common Stock (including 6,751,515 shares issuable upon
conversion of Preferred Stock), constituting approximately 41.6% of
the outstanding Common Stock, is held by Hanseatic Americas LDC, a
Bahamian limited duration company in which the sole managing member
is Hansabel Partners, L.L.C., a Delaware limited liability company
in which the sole managing member is the Stockholder. Certain
additional clients of the Stockholder who provided funds for the
acquisition by the Stockholder of its investment in the Corporation
(including the Preferred Shares) have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the remaining shares of Common Stock beneficially
owned by the Stockholder. No such client's interest in such
dividends or proceeds relates to more than five percent of the
outstanding Common Stock (including the New Conversion Shares).
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits.
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Exhibit A - Agreement pursuant to Rule 13d-1(f)(iii)
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SIGNATURE
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After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
Dated: March 11, 1996 HANSEATIC CORPORATION
By s/Paul A. Biddelman
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Dated: March 11, 1996 s/Wolfgang Traber
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Wolfgang Traber
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Annex 1
<TABLE>
<CAPTION>
<C> <S> <S> <S>
Principal
Name and Occupation,
Business or Relationship Employer and
Residence to Hanseatic Address of
Address Citizenship Corporation Employer
- ----------- ----------- ----------- ------------
Fernando Montero Peru President and President
Grand Bay Plaza Director Hanseatic Corporation
2665 S. Bayshore Drive Grand Bay Plaza
Suite 1101 2665 S. Bayshore Drive
Coconut Grove, FL 33133 Suite 1101
Coconut Grove, FL
33133
Gustav zu Germany Director Director
Salm-Horstmar Bank von Ernst
Bank von Ernst & Co., Ltd.
& Co., Ltd. 86 Jermyn Street
86 Jermyn Street London SW 1
London SW 1
Karl-Erbo Kageneck Germany Director Attorney
King & Spalding King & Spalding
120 West 45th Street 120 West 45th Street
New York, NY 10036 New York, NY 10036
Paul A. Biddelman United States Treasurer Treasurer
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Benjamin Schliemann Germany Vice President Vice President
Hanseatic Corporation Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
Wolfgang Traber Germany Principal Private Investor
Hanseatic Corporation Stockholder Hanseatic Corporation
450 Park Avenue 450 Park Avenue
Suite 2302 Suite 2302
New York, NY 10022 New York, NY 10022
</TABLE>
EXHIBIT A
Pursuant to Rule 13d-1(f)(l)(iii) promulgated by the
Securities and Exchange Commission, the undersigned agree that the
statement to which this Exhibit is attached is filed on their
behalf and in the capacities set out herein below.
Dated: March 11, 1996 HANSEATIC CORPORATION
By s/Paul A. Biddelman
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Dated: March 11, 1996 s/Wolfgang Traber
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Wolfgang Traber
