PREMIER PARKS INC, S-2/A, 1996-05-07

PREMIER PARKS INC
S-2/A, 1996-05-07
HOTELS & MOTELS

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1996

REGISTRATION NO. 333-02821
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PREMIER PARKS INC.
(Exact name of Registrant as specified in its charter)

-------------------

<TABLE>
<S> <C>
DELAWARE 73-6137714
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>

-------------------

<TABLE>
<S> <C>
11501 NORTHEAST EXPRESSWAY KIERAN E. BURKE
OKLAHOMA CITY, OKLAHOMA 73131 11501 NORTHEAST EXPRESSWAY
TEL: (405) 475-2500 OKLAHOMA CITY, OKLAHOMA 73131
(Address, including zip code, and telephone TEL: (405) 475-2500
number, (Name, address, including zip code, and telephone
including area code, of Registrant's principal number, including area code, of agent for service)
executive offices)
</TABLE>

-------------------

COPIES TO:

<TABLE>
<S> <C>
JAMES M. COUGHLIN, ESQ. THOMAS R. BROME, ESQ.
BAER MARKS & UPHAM LLP CRAVATH, SWAINE & MOORE
805 THIRD AVENUE WORLDWIDE PLAZA
NEW YORK, NEW YORK 10022 825 EIGHTH AVENUE
TEL: (212) 702-5819 NEW YORK, NEW YORK 10019
TEL: (212) 474-1000
</TABLE>

-------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. / /

If the registrant elects to deliver its latest annual report to
securityholders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $0.05... 3,593,750(1) $17.00(2) $61,093,750 $21,066.81(3)
</TABLE>

(1) Includes 468,750 shares of Common Stock which may be issued upon exercise of
the Underwriters' over-allotment option. See "Underwriting."

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.

(3) Of which $1,179.74 is paid herewith and $19,887.07 was previously paid upon
filing of the initial registration statement.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>

SUBJECT TO COMPLETION, DATED MAY 7, 1996

PROSPECTUS

N08668BE.G01,1200,480,H

3,125,000 SHARES
PREMIER PARKS INC.
COMMON STOCK
-------------------

All of the shares of Common Stock offered hereby are being sold by Premier
Parks Inc. (the "Company" or "Premier"). The Underwriters intend to reserve
approximately 312,500 shares of Common Stock (approximately 10% of this
offering) for sale at the initial public offering price to principal
stockholders of the Company or their affiliates. See "Underwriting." Prior
to this offering, there has been a limited public market for the Common
Stock. It is currently estimated that the initial public offering price of the
Common Stock will be between $15.00 and $17.00 per share. See "Underwriting" for
a discussion of the factors to be considered in determining the initial public
offering price. The Company has applied to have the Common Stock quoted on the
Nasdaq National Market ("NASDAQ") under the symbol "PARK."

-------------------

THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 10.
-------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
Per Share......................... $ $ $
Total(3).......................... $ $ $
</TABLE>

(1) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated to be $ .
(3) The Company has granted to the Underwriters a 30-day option to purchase up
to 468,750 additional shares of Common Stock on the same terms and
conditions as set forth herein, solely to cover over-allotments, if any. If
such option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions and Proceeds to Company will be $ ,
$ and $ , respectively. See "Underwriting."
-------------------

The shares of Common Stock offered by this Prospectus are offered by the
Underwriters subject to prior sale, to withdrawal, cancellation or modification
of the offer without notice, to delivery to and acceptance by the Underwriters
and to certain further conditions. It is expected that delivery of the shares of
Common Stock will be made at the offices of Lehman Brothers Inc., New York, New
York, on or about , 1996.

-------------------
LEHMAN BROTHERS FURMAN SELZ

, 1996
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY STATE.
<PAGE>

[PHOTO] [PHOTO]

ADVENTURE WORLD FRONTIER CITY

[THE MIND [TIME
ERASE LOGO] WARP LOGO]

<PAGE>

ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Proxy statements, periodic reports and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Commission's principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and the regional
offices of the Commission at Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, 14th Floor, Chicago, Illinois 60661.
Copies of such material can be obtained from the public reference facilities of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates.

The Company has filed with the Commission a Registration Statement on Form
S-2 (the "Registration Statement") under the Securities Act with respect to the
Common Stock offered hereby. For purposes hereof, the term "Registration
Statement" means the original Registration Statement and any and all amendments
thereto. In accordance with the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement and the schedules and exhibits thereto. Each statement made in this
Prospectus concerning a document filed as an exhibit to the Registration
Statement is qualified in its entirety by reference to such exhibit for a
complete statement of its provisions. For further information pertaining to the
Company and the Common Stock, reference is made to such Registration Statement,
including the exhibits and schedules thereto, which may be inspected or obtained
as provided in the foregoing paragraph.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following document filed by the Company with the Commission is
incorporated by reference into this Prospectus and made a part hereof as of its
date:

1. The Company's Annual Report on Form 10-K for the year ended December 31,
1995.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or supersedes, to constitute a part
of this Prospectus.

The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits to such documents, unless such exhibits are specifically incorporated
by reference into such documents). Requests should be directed to: Premier Parks
Inc., 11501 Northeast Expressway, Oklahoma City, Oklahoma 73131, Attention:
Richard A. Kipf, Corporate Secretary (telephone number: (405) 475-2500, Ext.
219).

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET, ON NASDAQ OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

3
<PAGE>
PROSPECTUS SUMMARY

The following summary information is qualified in its entirety by and should
be read in conjunction with the more detailed information and consolidated
financial statements (including the notes thereto) appearing elsewhere in this
Prospectus. Unless otherwise indicated or the context otherwise requires, all
references in this Prospectus give effect to the Company's one-for-five reverse
stock split of its Common Stock, $.01 par value (pre-split) and $.05 par value
(post-split) (the "Common Stock") effected on May 6, 1996 (the "Reverse
Split"), assume the conversion of the Company's Convertible Preferred Stock as
of May 31, 1996 into 2,559,070 shares of Common Stock (the "Preferred Stock
Conversion") and assume that the Underwriters' over-allotment option is not
exercised. Unless the context otherwise requires, as used herein the terms the
"Company" and "Premier" refer to Premier Parks Inc. and its consolidated
subsidiaries.

THE COMPANY

The Company is a leading theme park company that owns and operates six
regional parks with an aggregate 1995 attendance of approximately 4.1 million.
The parks are located in five geographically diverse markets with concentrated
populations: (i) Washington, DC/Baltimore (Adventure World); (ii)
Buffalo/Rochester (Darien Lake); (iii) Cleveland (Geauga Lake); (iv) Columbus
(Wyandot Lake); and (v) Oklahoma City (Frontier City and White Water Bay). The
Company seeks to provide its customers with quality family entertainment that is
affordably priced and close to home. The Company's parks drew on average
approximately 87.0% of their patrons in 1995 from within a 100-mile radius, with
approximately 39.3% of visitors utilizing group and other pre-sold tickets and
approximately 15.5% utilizing season passes. Each of the parks is individually
themed and provides a complete family-oriented entertainment experience. The
parks generally offer a broad selection of state-of-the-art and traditional
thrill rides, water attractions, themed areas, concerts and shows, restaurants,
game venues and merchandise outlets.

Since current management assumed control in 1989, the Company has acquired
five parks and improved their operations. Most recently, in August 1995, the
Company acquired three of its current parks through its acquisition (the
"Funtime Acquisition") of all of the capital stock of Funtime Parks, Inc.
("Funtime"). As a result of the Company's operating strategy, during the three
years ended December 31, 1995, the three parks owned by the Company prior to the
Funtime Acquisition achieved internal growth in attendance, revenue and EBITDA
at compounded annual rates of 12.7%, 17.1% and 41.8%, respectively. (See note
(7) to "--Summary Historical and Pro Forma Financial Data.") After giving pro
forma effect to the Funtime Acquisition as if it had occurred on January 1,
1995, the Company has more than tripled its attendance and revenues and
increased its EBITDA by more than ten-fold since 1992.

The Company believes that each of its parks benefits from limited direct
competition. The combination of limited supply of real estate appropriate for
theme park development, high initial capital investment, long development
lead-time and zoning restrictions provides each of the Company's parks with a
significant degree of protection from competitive new theme park openings. Based
on its knowledge of the development of other theme parks in the United States,
the Company's management estimates that it would cost at least $100 million and
would take a minimum of two years to construct a new regional theme park
comparable to the Company's three largest parks.

The Company's strategy for achieving growth includes the following key
elements: (i) pursuing on-going growth opportunities at existing parks; (ii)
expanding existing parks; and (iii) making selective acquisitions.

4
<PAGE>
PURSUING ON-GOING GROWTH OPPORTUNITIES AT EXISTING PARKS

The Company believes there are substantial opportunities for internal growth
at its existing parks. The Company seeks to increase revenue by increasing
attendance and per capita spending, while also maintaining strict control of
operating expenses. The primary elements used to achieve this objective are: (i)
adding rides and attractions and improving overall park quality; (ii) enhancing
marketing, sponsorship and group sales programs; (iii) implementing ticket
pricing strategies to maximize ticket revenues and park utilization; (iv) adding
and enhancing restaurants and merchandise outlets; and (v) adding special
events. This approach is designed to exploit the operating leverage inherent in
the theme park business. Once parks achieve certain critical attendance levels,
revenue growth through incremental attendance gains and increased in-park
spending is not offset by a comparable increase in operating expenses, since a
large portion of such expenses is relatively fixed during any given year.

Since acquiring Adventure World (a combination theme and water park) in
1992, the Company has invested over $23.6 million in that park to add numerous
rides and to improve theming. As a result of these improvements, as well as an
aggressive and creative marketing strategy, Adventure World's attendance and
revenues increased during the three years ended December 31, 1995 at compounded
annual rates of 25.9% and 36.2%, respectively. During this period, park-level
operating cash flow (representing all park operating revenues and expenses
without allocation of corporate overhead or interest expense) increased from
$77,600 in 1992 to $3.5 million in 1995.

EXPANDING EXISTING PARKS

In addition to pursuing on-going growth opportunities at existing parks, the
Company is considering a number of expansions at several of its six existing
parks. The Company may add campgrounds or an amphitheatre at Frontier City, its
western-themed park in Oklahoma City. The Company is also considering adding a
more complete complement of "dry" rides to Wyandot Lake, which is currently
primarily a water park. In addition, the Company owns 400 acres adjacent to
Adventure World which are zoned for entertainment, recreational and residential
uses and are available for complementary uses. Additional acreage owned by the
Company and suitable for development exists at two of the Company's other parks.
The Company may use a portion of the proceeds of this offering to fund
expansions at its parks. See "Use of Proceeds."

MAKING SELECTIVE ACQUISITIONS

The U.S. regional theme park industry is highly fragmented with over 150
parks owned by over 100 operators. Management believes that there are numerous
acquisition opportunities that would complement its existing operations. The
Company expects that a portion of the proceeds from this offering will be used
for acquisitions. The Company's primary target for acquisitions will be regional
parks with attendance between 300,000 and 1.5 million annually.

As the only owner of multiple parks in numerous markets that has been
actively making acquisitions of parks in this range over the last several years,
the Company believes it has a number of competitive advantages in acquiring
parks of this size. Historically, operators of destination or large regional
park chains have not generally sought to acquire parks in the Company's primary
target range and do not have the experience or management structure to readily
operate parks of that size profitably. Additionally, as a multi-park operator
with a track record in successfully acquiring, improving and

5
<PAGE>
repositioning parks, the Company has numerous competitive advantages over
single-park operators in pursuing acquisitions. These advantages include the
ability to (i) exercise group purchasing power (for both operating and capital
assets); (ii) achieve administrative economies of scale; (iii) attract greater
sponsorship revenue and support from sponsors with nationally-recognized brands;
(iv) recruit and retain superior management; (v) optimize the use of capital
assets by rotating rides among its parks to provide fresh attractions; and (vi)
access capital markets. See "Risk Factors--Uncertainty of Future Acquisitions;
Potential Effects of Acquisitions; Discretionary Use of Proceeds," "Use of
Proceeds" and "Business--Acquisition Strategy."

GROWTH IN THE THEME PARK INDUSTRY

According to U.S. News & World Report, total North American amusement/theme
park attendance in 1995 was estimated to be approximately 255 million, compared
to 151 million in 1970. Revenue for 1995 was estimated to be approximately $5
billion, up from $321 million in 1970. These increases represent compound annual
growth rates of 2.1% for attendance and 11.6% for revenues over the twenty-five
year period. According to Amusement Business, a recognized industry publication,
total attendance for the 40 largest parks in North America, which include both
destination and regional parks, was 144.5 million in 1995, compared to 123.4
million in 1991, representing a compound annual growth rate of 4.0% over this
period. The Company believes that this growth in the industry reflects two
trends: (i) demographic growth in the 5-24 year old age group, which is expected
to continue through 2010; and (ii) an increasing emphasis on family-oriented
leisure and recreation activities.

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered(1)...................... 3,125,000 shares

Common Stock outstanding:(2)

prior to the offering...................... 7,416,624 shares

after the offering......................... 10,541,624 shares

Use of proceeds.............................. To acquire and make improvements at
additional theme parks; to fund improvements
and expansion of the Company's existing
parks; and for general corporate purposes,
including working capital requirements. See
"Use of Proceeds."

Proposed NASDAQ symbol....................... "PARK"
</TABLE>

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(1) Excludes 468,750 shares of Common Stock issuable upon exercise of the
Underwriters' over-allotment option.

(2) Includes 2,559,070 shares of Common Stock (assuming a May 31, 1996
conversion date) that will be issued upon conversion of the Company's Series
A 7% Cumulative Convertible Preferred Stock ("Convertible Preferred Stock")
simultaneously with the consummation of this offering. Excludes (i) an
aggregate of 45,039 shares of Common Stock issuable upon exercise of
warrants; (ii) an aggregate of 520,000 shares of Common Stock reserved for
issuance under the Company's Stock Incentive Plans, of which options for
429,200 shares have been granted and options for 151,120 shares are
presently exercisable; and (iii) 468,750 shares of Common Stock issuable
upon exercise of the Underwriters' over-allotment option. See
"Management--Stock Incentive Plans," "Description of Securities--Preferred
Stock" and "Underwriting."

6
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The tables below contain certain summary historical and pro forma financial
data for the Company and certain summary historical financial data for Funtime.
The historical financial data for 1995 for the Company includes Funtime from the
date of acquisition (August 15, 1995) and the pro forma data give effect to the
Funtime Acquisition and the related financings as if they had occurred on
January 1, 1995. The following summary historical financial and operating data
of the Company as of December 31, 1995 and for each of the years in the
three-year period ended December 31, 1995 and of Funtime for each of the years
in the three-year period ended December 31, 1994 and the six-month periods ended
July 3, 1994 and July 2, 1995, respectively, have been derived from the
consolidated financial statements of the Company or Funtime, as the case may be,
appearing elsewhere in this Prospectus and should be read in conjunction with
those financial statements (including the notes thereto) and "Management's
Discussion and Analysis of Financial Condition and Results of Operations." Other
historical financial and operating data have been derived from audited
consolidated financial statements which are not included herein.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------
1991 1992(1) 1993 1994 1995(2)
------- ------------------- ------- ------- -------------------
(IN THOUSANDS, EXCEPT PER SHARE AND PER VISITOR AMOUNTS)
<S> <C> <C> <C> <C> <C>
THE COMPANY
STATEMENT OF OPERATIONS DATA:

Total revenue..................... $10,547 $ 17,392 $21,860 $24,899 $ 41,496
Gross profit(4)................... 4,096 4,921 7,787 7,991 13,220
Income from operations(4)......... 970 487 3,019 2,543 3,948
Interest expense, net............. (858) (1,413) (1,438) (2,299) (5,578)
Income (loss) from continuing
operations...................... (118) (1,735) 1,354 102 (1,045)(5)
Income (loss) from continuing
operations per common
share(6).......................... $ (.26) $ (2.10) $ .51 $ .04 $ (.405)

OTHER DATA:

EBITDA(7)......................... $ 2,246 $ 1,938 $ 4,562 $ 4,549 $ (7,7068)
Net cash provided by operating
activities(9)..................... $ 1,924 $ 1,980 $ 2,699 $ 1,060 $ 10,646(10)
Depreciation and amortization..... $ 1,107 $ 1,442 $ 1,537 $ 1,997 $ 3,866
Capital expenditures(11).......... $ 4,508 $ 3,956 $ 7,674 $10,108 $ 10,732
Total attendance.................. 828 1,116 1,322 1,408 (2,30212)
Revenue per visitor............... $ 12.74 $ 15.58 $ 16.54 $ 17.68 $ 18.03

1995
------------------------
PRO FORMA(3)
------------------------
(UNAUDITED)

<S> <C>
THE COMPANY
STATEMENT OF OPERATIONS DATA:
Total revenue..................... $ 80,139
Gross profit(4)................... 28,907
Income from operations(4)......... 14,818
Interest expense, net............. (11,099)
Income (loss) from continuing
operations...................... 1,900
Income (loss) from continuing
operations per common
share(6).......................... $ .26
OTHER DATA:
EBITDA(7)......................... $ 21,013
Net cash provided by operating
activities(9)..................... $ 15,833
Depreciation and amortization..... $ 6,303
Capital expenditures(11).......... $ 12,435
Total attendance.................. 4,095
Revenue per visitor............... $ 19.57
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1995
---------------------------
ACTUAL AS ADJUSTED(13)
-------- ---------------
(UNAUDITED)
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents.......................................... $ 28,787 $ 74,837
Total assets....................................................... $173,318 $ 219,368
Total long-term debt............................................... $ 93,213 $ 93,213
Stockholders' equity............................................... $ 45,911 $ 91,961
</TABLE>

7
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, SIX MONTHS ENDED (14)
------------------------------------- ---------------------------
1991 1992 1993 1994 JULY 3, 1994 JULY 2, 1995
------- ------- ------- ------- ------------ ------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AND PER VISITOR AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
FUNTIME
STATEMENT OF OPERATIONS DATA:

Total revenue......................... $48,777 $46,852 $51,253 $50,435 $ 15,258 $ 15,153
Gross profit (loss)(4)................ 14,979 13,764 16,863 14,636 (473) (783)
Income (loss) from operations(4)...... 6,713 5,100 8,645 6,203 (3,812) (4,242)
Interest expense, net................. (4,150) (3,001) (2,783) (4,792) (2,397) (2,741)
Income (loss) before cumulative effect
of accounting change(15).............. $ 1,003 $ 384 $ 3,540 $ 263 $ (3,889) $ (4,257)

OTHER DATA:

EBITDA(7)............................. $12,374 $11,179 $14,000 $11,862 $ (1,000) $ (922)
Net cash provided by (used in)
operating activities(16).............. $ 8,043 $ 6,950 $ 9,180 $ 8,784 $ (1,791) $ (1,196)
Depreciation and amortization......... $ 5,681 $ 6,182 $ 5,632 $ 5,956 $ 2,978 $ 3,316
Capital expenditures(11).............. $ 2,531 $ 2,971 $ 4,394 $ 4,211 $ 2,927 $ 955
Total attendance...................... 2,593 2,406 2,575 2,468 809 742
Revenue per visitor................... $ 18.81 $ 19.47 $ 19.90 $ 20.44 $ 18.86 $ 20.42
</TABLE>

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(1) During 1992, the Company purchased Adventure World, as well as the
remaining minority interest in Frontier City. During 1992, the Company also
discontinued substantially all of its non-theme park operations through a
disposition transaction which significantly reduced the Company's assets
and indebtedness, as well as resulted in an extraordinary gain of
$18,400,000, which gain is not reflected in income (loss) from continuing
operations. See "The Company." During 1992, the Company also adopted
Financial Accounting Standards Board Statement No. 109, "Accounting for
Income Taxes" ("Statement 109"), resulting in a decrease in net income of
$2,300,000, which decrease is not reflected in income (loss) from
continuing operations.

(2) The Statement of Operations Data for 1995 reflects the results of the parks
acquired in the Funtime Acquisition from the date of acquisition, August
15, 1995.

(3) The pro forma financial data give effect to the Funtime Acquisition and the
related financings as if they had occurred on January 1, 1995. The pro
forma income from continuing operations per share also gives effect to the
Preferred Stock Conversion as if it had occurred on that date. See
"Selected Historical and Pro Forma Financial Data--Unaudited Pro Forma
Combined Statement of Operations," "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity, Capital
Commitments and Resources" and Note 3 to the Company's consolidated
financial statements.

(4) Gross profit (loss) is revenue less operating expenses, costs of products
sold and depreciation and amortization. Income (loss) from operations is
gross profit less selling, general and administrative expenses.

(5) During 1995, the Company incurred an extraordinary loss of $140,000, net of
income tax benefit, on extinguishment of debt in connection with the
Funtime Acquisition. This extraordinary loss is not included in income
(loss) from continuing operations and income (loss) from continuing
operations per common share for 1995.

(6) After giving retroactive effect to the Reverse Split.

(7) EBITDA is defined as earnings from continuing operations before interest
expense, net, income tax expense (benefit), depreciation and amortization,
minority interest and equity in loss of partnership. The Company has
included information concerning EBITDA because it is used by certain
investors as a measure of the Company's ability to service and/or incur
debt. EBITDA is not required by generally accepted accounting principles
("GAAP") and should not be considered in isolation or as an alternative to
net income, net cash provided by operating, investing and financing
activities or other financial data prepared in accordance with GAAP or as
an indicator of the Company's operating performance. This information
should be read in conjunction with the Consolidated Statements of Cash
Flows contained in the consolidated financial statements of the Company and
Funtime included elsewhere herein.

(8) EBITDA for the Company during 1995 without giving any effect to the Funtime
Acquisition and the related financings would have been $5,527,000.

(9) During each of the five years ended December 31, 1995, the Company's net
cash used in investing activities was $6,841,000, $5,649,000, $7,698,000,
$10,177,000 and $74,139,000, respectively. During those years, net cash
provided by financing activities was $5,175,000, $8,736,000, $2,106,000,
$7,457,000 and $90,914,000, respectively.

8
<PAGE>
(10) Net cash provided by operating activities during 1995 without giving any
effect to the Funtime Acquisition and the related financings would have
been $6,890,000.

(11) Capital expenditures are presented on a calendar year basis, rather than on
a project year basis. When presented on a project year basis, expenditures
are aggregated based on amounts incurred for the relevant year's operating
season. See "Business--Capital Improvements."

(12) Represents attendance at the three parks owned by the Company prior to the
Funtime Acquisition for the entire 1995 season and attendance at the
Funtime parks from and after August 15, 1995.

(13) Adjusted to give effect to the sale of the Common Stock offered hereby (at
an assumed initial public offering price of $16.00 per share, the mid-point
of the range specified on the cover page of this Prospectus).

(14) Reflects most recent six-month results of Funtime prior to the date of the
Funtime Acquisition. For information concerning results of Funtime from
July 3, 1995 to the date of acquisition, August 15, 1995, see "Selected
Historical and Pro Forma Financial Data--Unaudited Pro Forma Combined
Statement of Operations."

(15) During 1993, Funtime adopted Statement 109, resulting in a decrease in net
income of $3,200,000. This decrease is not included in income (loss) before
cumulative effect of accounting change.

(16) During each of the four years ended December 31, 1994, and the six-month
periods ended July 3, 1994 and July 2, 1995, Funtime's net cash used in
investing activities was $2,687,000, $2,971,000, $5,095,000, $6,344,000,
$2,895,000 and $935,000, respectively. During those periods, net cash
provided by (used in) financing activities was $(5,300,000), $(4,133,000),
$(4,249,000), $(2,454,000), $4,729,000 and $2,066,000, respectively.

9
<PAGE>
RISK FACTORS

An investment in the Common Stock offered hereby involves a high degree of
risk. Prospective investors, prior to making an investment decision, should
carefully consider, together with the other matters referred to in this
Prospectus, the following risk factors:

RISKS ASSOCIATED WITH SUBSTANTIAL INDEBTEDNESS

The Company is highly leveraged. On December 31, 1995, the Company had total
outstanding indebtedness of approximately $94.3 million, of which $90.0 million
represents the Company's 12% Senior Notes Due 2003 (the "Notes"), and the
Company had total stockholders' equity of $45.9 million. In addition, the
Company has the ability to borrow an additional $20.0 million under its bank
revolving credit facility ("Senior Credit Facility"), $1.0 million of which was
outstanding as of May 6, 1996. See "Description of Credit Facilities." This high
level of indebtedness will result in significant interest expense and eventual
principal repayment obligations. Under the Senior Credit Facility, all
borrowings are required to be repaid in full for at least 45 consecutive days
during the period from July 1 to November 1 of each year, and substantially all
of the Company's assets (other than real estate), including the capital stock of
its subsidiaries, are pledged to secure borrowings thereunder. In the event of
bankruptcy proceedings involving the Company, the Company's lenders will have a
claim upon the Company's assets prior in right to the holders of Common Stock.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity, Capital Commitments and Resources."

The Company's high degree of leverage could limit its ability to withstand
competitive pressures and adverse economic conditions, to take advantage of
significant business opportunities that may arise or to meet its obligations.
The inability of the Company to service its obligations in respect of the Notes
and other indebtedness or obligations would have a material adverse effect on
the market value and marketability of the Common Stock.

UNCERTAINTY OF FUTURE ACQUISITIONS; POTENTIAL EFFECTS OF ACQUISITIONS;
DISCRETIONARY USE OF PROCEEDS

A portion of the net proceeds of this offering are expected to be used to
fund acquisitions and improvements at parks acquired. There can be no assurance
that the Company will be able to locate and acquire additional businesses to
enable it to so employ that portion of the proceeds. The Senior Credit Facility
limits the Company's ability to make acquisitions. To the extent any such
acquisition would result in the incurrence or assumption of indebtedness by the
Company, such incurrence or assumption must comply with the debt incurrence
covenant of the Senior Credit Facility and the indenture relating to the Notes
(the "Indenture"). There can be no assurance that any proposed acquisition will
be permissible under these loan agreements or that waivers of any such covenants
could be obtained. See "--Restrictive Debt Covenants" and "Description of Credit
Facilities."

In certain instances, a consummated acquisition may adversely affect the
Company's financial condition and reported results in the short-term, depending
on many factors, including capital requirements and the accounting treatment of
such acquisitions. There can be no assurance that any acquisition, if completed
successfully, will perform as expected, will not result in significant
unexpected liabilities or will ever contribute significant revenues or profits
to the Company. If the Company is unable to manage growth effectively, the
Company's operating results could be materially adversely affected. Finally, the
Company may issue a substantial number of shares of Common Stock to fund future
acquisitions. By virtue of the foregoing, the Company's future acquisitions
could have an adverse effect on the market price of the Common Stock. See "Use
of Proceeds" and "Business--Acquisition Strategy."

10
<PAGE>
The Company has broad discretion with respect to the specific application of
the net proceeds of this offering. Management of the Company will have virtually
unrestricted flexibility in identifying and selecting prospective acquisition
candidates. The Company does not intend to seek stockholder approval for any
acquisitions unless required by applicable law or regulations, and stockholders
will most likely not have an opportunity to review financial information on an
acquisition candidate prior to consummation of an acquisition. See "Use of
Proceeds" and "Business--Acquisition Strategy."

RESTRICTIVE DEBT COVENANTS

The Senior Credit Facility contains a number of significant covenants that,
among other things, restrict the ability of the Company to dispose of assets,
incur additional indebtedness, pay cash dividends, create liens on assets, make
investments or acquisitions, engage in mergers or consolidations, make capital
expenditures, engage in certain transactions with subsidiaries and affiliates or
redeem or repurchase the Notes. In addition, under the Senior Credit Facility,
the Company is required to comply with specified financial ratios and tests,
including cash interest expense coverage and a minimum tangible net worth
requirement. See "Description of Credit Facilities--Senior Credit Facility." The
Indenture pursuant to which the Notes were issued also contains a series of
restrictive covenants. See "Description of Credit Facilities--The Notes."

The Company is currently in compliance with the covenants and restrictions
contained in the Senior Credit Facility and the Indenture. However, its ability
to continue to comply with financial tests and ratios in the Senior Credit
Facility may be affected by events beyond its control, including prevailing
economic, financial, weather and industry conditions. The breach of any such
financial covenant could result in the inability of the Company to borrow under
the Senior Credit Facility or the termination of the facility. See "Description
of Credit Facilities--Senior Credit Facility."

RISKS OF ACCIDENTS AND DISTURBANCES AT PARKS

Because all the Company's parks feature "thrill rides," attendance at the
parks and, consequently, revenues may be adversely affected by any serious
accident or similar occurrence with respect to a ride. The Company's liability
insurance policies provide coverage of up to $15.0 million per loss occurrence
and require the Company to pay the first $25,000 of loss per occurrence. In
addition, in view of the proximity of certain of the Company's parks to major
urban areas and the appeal of the parks to teenagers and young adults, the
Company's parks could experience disturbances that could adversely affect the
image of and attendance levels at its parks. Working together with local police
authorities, the Company has taken certain security-related precautions designed
to prevent disturbances in its parks, but there can be no assurance that it will
be able to prevent any such disturbances.

EFFECTS OF INCLEMENT WEATHER; SEASONAL FLUCTUATIONS OF OPERATING RESULTS

Because the great majority of a theme park's attractions are outdoor
activities, attendance at parks and, accordingly, the Company's revenues are
significantly affected by the weather. Additionally, two of the Company's parks
are primarily water parks which, by their nature, are more sensitive to adverse
weather than are theme parks. Unfavorable weekend weather and unusual weather of
any kind can adversely affect park attendance.

The operations of the Company are highly seasonal, with more than 80% of
park attendance occurring in the second and third calendar quarters of each
year. The great majority of the Company's revenues are collected in those
quarters while most expenditures for capital improvements and significant
maintenance are incurred when the parks are closed in the first and fourth
quarters. Accordingly, the Company believes that quarter-to quarter comparisons
of its results of operations should not be relied upon as an indication of
future performance. Nevertheless, the market price of the Common

11
<PAGE>
Stock may fluctuate significantly in response to variations in the Company's
quarterly and annual results of operations.

HIGHLY COMPETITIVE BUSINESS

The Company's theme parks compete directly with other theme parks and
amusement parks and indirectly with all other types of recreational facilities
and forms of entertainment within their market areas, including movies, sports
attractions and vacation travel. Accordingly, the Company's business is and will
continue to be subject to factors affecting the recreation and leisure time
industries generally, such as general economic conditions and changes in
discretionary consumer spending habits. Within each park's regional market area,
the principal factors affecting competition include location, price, the
uniqueness and perceived quality of the rides and attractions in a particular
park, the atmosphere and cleanliness of a park and the quality of its food and
entertainment. Certain of the Company's direct competitors have substantially
greater financial resources than the Company.

DEPENDENCE ON KEY PERSONNEL

The Company's success depends upon the continued contributions of its
executive officers and key operating personnel, particularly Kieran E. Burke,
Chairman and Chief Executive Officer, and Gary Story, President and Chief
Operating Officer. The Company does not have employment agreements with, or key
man insurance relating to, Messrs. Burke and Story. The loss of services of, or
a material reduction in the amount of time devoted to the Company by, either of
such individuals or certain other key personnel could adversely affect the
business of the Company. See "Management."

LIMITED PRIOR PUBLIC MARKET; DETERMINATION OF OFFERING PRICE

Prior to this offering, there has been a limited public market for the
Common Stock and there can be no assurance that an active trading market will
develop or be sustained in the future. See "Price Range of Common Stock." The
initial public offering price of the Common Stock has been determined by
negotiations between the Company and the representatives ("Representatives") of
the Underwriters. The offering price does not necessarily bear any direct
relationship to the market prices of the Common Stock as reported on The Pink
Sheets(R) and the OTC Bulletin Board prior to this offering and may bear no
relationship to the price at which the Common Stock will trade after completion
of this offering. The Company has applied to have the Common Stock quoted on
NASDAQ. See "Underwriting" for a discussion of the factors considered in
determining the initial public offering price.

CONTROL BY MANAGEMENT AND EXISTING STOCKHOLDERS; CHANGE OF CONTROL

Upon consummation of this offering and the Preferred Stock Conversion, the
Company's directors, executive officers and entities affiliated with them will,
in the aggregate, own beneficially approximately 52.2% of the outstanding Common
Stock. As a result, these stockholders, if they were to act together, would be
able to elect the Company's entire Board of Directors and control all matters
requiring approval by the stockholders of the Company, including any required
stockholder approval of acquisitions and other significant corporate
transactions. See "Principal Stockholders." This concentration of ownership may
have the effect of delaying or preventing a change in control of the Company.
The ability of these stockholders to maintain control of the Company is enhanced
by the requirement that the Company make an offer to purchase the Notes upon a
Change of Control (as defined in the Indenture). Additionally, the Company's
Preferred Stock could be used, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company.

12
<PAGE>
DILUTION; SALES OF COMMON STOCK BELOW THE OFFERING PRICE

Purchasers of Common Stock in this offering will incur immediate,
substantial net tangible book value dilution of $8.99 per share. This dilution
will be increased to the extent that the holders of outstanding options or
warrants to purchase shares of Common Stock at prices below the initial public
offering price exercise such options or warrants. Certain officers and directors
of the Company and other existing stockholders acquired beneficial ownership of
their Common Stock at effective prices substantially below the initial public
offering price of the Common Stock. See "Dilution."

DIVIDENDS UNLIKELY

The Company has not paid dividends on its Common Stock during the three
years ended December 31, 1995 and does not anticipate paying any cash dividends
in the foreseeable future. Furthermore, the Senior Credit Facility prohibits,
and the Indenture restricts, the payment of cash dividends by the Company.
Earnings, if any, are expected to be retained to finance the Company's growth
strategy. See "Dividend Policy" and "Description of Credit Facilities."

SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALE

Upon consummation of this offering, the Company will have 10,541,624 shares
of Common Stock outstanding. Future sales of Common Stock by existing
stockholders pursuant to Rule 144 under the Securities Act, or through the
exercise of outstanding registration rights or otherwise, could have an adverse
effect on the prevailing market price of the Common Stock and the Company's
ability to raise additional capital. The Common Stock offered hereby will be
eligible for sale in the public market following this offering without
restriction, except for Common Stock purchased by "affiliates" of the Company.
Except for the Common Stock to be sold in this offering, the Company has agreed
not to offer, sell, contract to sell or otherwise issue any shares of Common
Stock or other capital stock or securities convertible into or exchangeable for,
or any rights to acquire, Common Stock or other capital stock, with certain
limited exceptions (including certain limited exceptions for Common Stock or
other capital stock issued or sold in connection with acquisitions by the
Company), prior to the expiration of 180 days from the date of this Prospectus
without the prior written consent of Lehman Brothers Inc. ("Lehman Brothers") on
behalf of the Representatives. The Company's officers, directors and principal
stockholders, who, after the Preferred Stock Conversion, will hold in the
aggregate approximately 6.5 million shares of Common Stock (including shares
issuable upon exercise of outstanding options and warrants), have agreed not to
sell any such shares for 180 days following the date of this Prospectus without
the consent of Lehman Brothers on behalf of the Representatives. Thereafter,
approximately 3.9 million of such shares will be eligible for sale in the public
market (subject to applicable volume limitations and other resale conditions
imposed by Rule 144) and 2.3 million will become eligible for such sale in
August 1997. Approximately 988,000 outstanding shares not held by such persons
are currently eligible for sale in the public market without restrictions under
Rule 144. Commencing one year from the date of this Prospectus, holders of
approximately 7.0 million shares will have the right to require the Company to
register such shares for sale under the Securities Act. The sale, or the
availability for sale, of substantial amounts of Common Stock in the public
market at any time subsequent to this offering could adversely affect the
prevailing market price of the Common Stock. See "Description of
Securities--Registration Rights" and "--Shares of Common Stock Eligible for
Future Sale."

13
<PAGE>
THE COMPANY

The Company is a leading theme park company that owns and operates six
regional parks with an aggregate 1995 attendance of approximately 4.1 million.
The Company seeks to provide its customers with quality family entertainment
that is affordably priced and close to home. The Company's parks drew on average
approximately 87.0% of their patrons in 1995 from within a 100-mile radius, with
approximately 39.3% of visitors utilizing group and other pre-sold tickets and
approximately 15.5% utilizing season passes. Each of the parks is individually
themed and provides a complete family-oriented entertainment experience. The
parks generally offer a broad selection of state-of-the-art and traditional
thrill rides, water attractions, themed areas, concerts and shows, restaurants,
game venues and merchandise outlets.

The Company's current six parks include:

. Adventure World, a combination theme and water park located three miles
off the Beltway, between Washington, D.C. (15 miles away) and Baltimore,
Maryland (30 miles away), with 1995 attendance of approximately 726,000;

. Darien Lake & Camping Resort, a combination theme and water park with an
adjacent camping resort and 20,000 person amphitheatre, located between
Buffalo and Rochester, New York, with 1995 attendance of approximately
1,053,000;

. Frontier City, a western themed park in Oklahoma City, Oklahoma, with 1995
attendance of approximately 544,000;

. Geauga Lake, a combination theme and water park located near Cleveland,
Ohio, with 1995 attendance of approximately 1,075,000;

. White Water Bay, a tropical themed water park also located in Oklahoma
City, with 1995 attendance of approximately 327,000; and

. Wyandot Lake, a water park, which also includes "dry" rides and other
attractions, located adjacent to the Columbus Zoo in Columbus, Ohio, with
1995 attendance of approximately 370,000.

Since current management assumed control in 1989, the Company has acquired
five parks and improved their operations. Most recently, in August 1995, the
Company acquired Darien Lake, Geauga Lake and Wyandot Lake in the Funtime
Acquisition. As a result of the Company's operating strategy, during the three
years ended December 31, 1995, the three parks owned by the Company prior to the
Funtime Acquisition achieved internal growth in attendance, revenue and EBITDA
at compounded annual rates of 12.7%, 17.1% and 41.8%, respectively. After giving
pro forma effect to the Funtime Acquisition as if it had occurred on January 1,
1995, the Company has more than tripled its attendance and revenues and
increased its EBITDA by more than ten-fold since 1992.

14
<PAGE>
PURSUING ON-GOING GROWTH OPPORTUNITIES AT EXISTING PARKS

Since acquiring Adventure World in 1992, the Company has invested over $23.6
million in that park to add numerous rides and to improve theming. As a result
of these improvements, as well as an aggressive and creative marketing strategy,
Adventure World's attendance and revenues increased during the three years ended
December 31, 1995 at compounded annual rates of 25.9% and 36.2%, respectively.
During this period, park-level operating cash flow increased from $77,600 in
1992 to $3.5 million in 1995.

Management believes that the parks acquired in the Funtime Acquisition offer
similar opportunities to successfully implement its growth strategy. While these
parks generated substantial and stable cash flows over the past five years, they
lacked the sustained capital investment and creative marketing required to
realize their full potential. In this regard the Company is investing
approximately $19.0 million at the acquired parks for the 1996 season to add
marketable rides and attractions and make other improvements. Given historical
attendance levels at the Company's three largest parks, Adventure World, Darien
Lake and Geauga Lake, the size of their respective markets and the capital
investment and marketing programs planned for these facilities, the Company
believes that each of these parks has the potential to reach annual attendance
of 1.5 million within five to seven years. See "Business-- Operating Strategy."

EXPANDING EXISTING PARKS

In addition to its on-going capital expenditure program, the Company is
considering a number of expansions at several of its existing parks. The Company
may add campgrounds or an amphitheatre at Frontier City. The Company is also
considering adding a more complete complement of "dry" rides to Wyandot Lake,
which is currently primarily a water park. In addition, the Company owns 400
acres adjacent to Adventure World which are zoned for entertainment,
recreational and residential uses and are available for complementary uses.
Additional acreage owned by the Company and suitable for development exists at
two of the Company's other parks. The Company may use a portion of the proceeds
of this offering to fund expansions at its parks. See "Use of Proceeds."

MAKING SELECTIVE ACQUISITIONS

15
<PAGE>
and do not have the experience or management structure to readily operate parks
of that size profitably. Additionally, as a multi-park operator with a track
record in successfully acquiring, improving and repositioning parks, the Company
has numerous competitive advantages over single-park operators in pursuing
acquisitions. These advantages include the ability to (i) exercise group
purchasing power (for both operating and capital assets); (ii) achieve
administrative economies of scale; (iii) attract greater sponsorship revenue and
support from sponsors with nationally-recognized brands; (iv) recruit and retain
superior management; (v) optimize the use of capital assets by rotating rides
among its parks to provide fresh attractions; and (vi) access capital markets.
See "Risk Factors--Uncertainty of Future Acquisitions; Potential Effects of
Acquisitions; Discretionary Use of Proceeds," "Use of Proceeds" and
"Business--Acquisition Strategy."

GROWTH IN THE THEME PARK INDUSTRY

According to U.S. News & World Report, total North American amusement/theme
park attendance in 1995 was estimated to be approximately 255 million, compared
to 151 million in 1970. Revenue for 1995 was estimated to be approximately $5
billion, up from $321 million in 1970. These increases represent compound annual
growth rates of 2.1% for attendance and 11.6% for revenues over the twenty-five
year period. According to Amusement Business, a recognized industry publication,
total attendance for the 40 largest parks in North America, which include both
destination and regional parks, was 144.5 million in 1995, compared to 123.4
million in 1991, representing a compound annual growth rate of 4.0% over the
period. The Company believes that this growth in the industry reflects two
trends: (i) demographic growth in the 5-24 year old age group, which is expected
to continue through 2010; and (ii) an increasing emphasis on family-oriented
leisure and recreation activities.

HISTORY

The Company was incorporated in 1981 as The Tierco Group, Inc., and through
1989 was primarily engaged in the ownership and management of real estate and
mortgage loans. In October 1989, the Company's current senior management assumed
control, and during 1989 management determined to focus Premier's business on
its theme park operations, which at that point consisted of a 50% interest in
Frontier City. In 1991, the Company acquired White Water Bay and increased its
ownership in Frontier City to in excess of 50%. In 1992, the Company acquired
Adventure World and the remaining minority interest in Frontier City and
disposed of substantially all of its real estate operations. In 1994, the
Company changed its name to Premier Parks Inc. On August 15, 1995, the Company
completed the Funtime Acquisition.

The Company's principal executive offices are located at 11501 Northeast
Expressway, Oklahoma City, Oklahoma 73131, (405) 475-2500 and at 122 East 42nd
Street, New York, New York 10168, (212) 599-4690.

16
<PAGE>
USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the Common
Stock offered hereby, after deducting estimated underwriting discounts and
commissions and expenses payable by the Company, will be approximately $46.1
million (or approximately $53.0 million if the Underwriters' over-allotment
option is exercised in full), assuming an initial public offering price of
$16.00 per share (the mid-point of the range specified on the cover page of this
Prospectus). The Company intends to use the net proceeds from this offering to
acquire additional theme parks and fund improvements at those parks, to fund the
expansion of the Company's existing parks and for general corporate purposes,
including working capital requirements. Although the Company has had preliminary
discussions with respect to several acquisition opportunities, no such
discussions are currently on-going, and no agreement or understanding with
respect to any specific acquisition has been reached. There can be no assurance
that any such acquisitions will be made. See "Risk Factors--Uncertainty of
Future Acquisitions; Potential Effects of Acquisitions; Discretionary Use of
Proceeds" and "Business--Acquisition Strategy."

Because the Company does not have any agreement or understanding with
respect to specific acquisitions, it is unable to estimate the portion of the
net proceeds of this offering to be used to fund acquisition opportunities and
improvements at acquired parks and the portion to be used to expand or make
improvements at existing parks. Among the expansions of existing parks that the
Company is considering are the addition of campgrounds and an amphitheater at
Frontier City and the expansion of attractions at Wyandot Lake. In addition,
although the Company presently intends to fund planned capital expenditures for
the 1997 season from existing cash and cash generated from operations, the
Company may use a portion of the proceeds of this offering to accelerate its
capital expenditure program for its existing parks, particularly if the Company
encounters delays in locating attractive acquisition opportunities. Although the
Company does not presently intend to do so, it may use a portion of the proceeds
of this offering to redeem a portion of the Notes. Under the Indenture, the
Company is permitted to redeem up to $30 million principal amount of the Notes
from proceeds of one or more equity offerings at a redemption price of 110% of
principal amount, plus accrued interest. See "Description of Credit
Facilities--Senior Credit Facility."

Pending their ultimate use, the proceeds will be invested in short-term,
investment grade, interest bearing securities, certificates of deposit or direct
or guaranteed obligations of the United States.

17
<PAGE>
PRICE RANGE OF COMMON STOCK

During the second quarter of 1994, The Pink Sheets and the OTC Bulletin
Board commenced reporting of trading in the Common Stock under the symbol
"PARKD." Prior to that time, the Company had been unable to obtain any reliable
price quotations for its Common Stock since October 1989. Set forth below are
the high and low bid quotations and the average weekly trading volume for the
Common Stock (in each case, adjusted for the Reverse Split) as reported on The
Pink Sheets and the OTC Bulletin Board for the periods indicated. These
quotations reflect inter-dealer prices, without mark-up, mark-down or commission
and may not necessarily represent actual transactions. The Company believes that
prior to the date of this Prospectus the trading market for its Common Stock has
been highly illiquid and that the following pricing information should not be
deemed to indicate that an established trading market exists. The Company has
applied to have the Common Stock quoted on NASDAQ under the symbol "PARK."

<TABLE>
<CAPTION>
AVERAGE
WEEKLY
YEAR QUARTER HIGH BID LOW BID VOLUME
- ----- ----------------------------------- ------------ ------------- -------
<S> <C> <C> <C> <C>
1996 Second (through May 3, 1996)....... $ 20 $ 12 1/2 1,891
First.............................. 13 3/4 10 1,111

1995 Fourth............................. 13 3/4 8 1/8 663
Third.............................. 17 1/2 4 3/8 4,611
Second............................. 4 11/16 1 7/8 720
First.............................. 5 5/8 2 1/2 570

1994 Fourth............................. 5 3 3/4 2,766
Third.............................. 5 2 1/2 0
Second............................. 3 3/4 2 1/2 0
</TABLE>

On May 3, 1996, no sales of the Common Stock were reported. On May 2, the
last reported sale price of the Common Stock as reported by the OTC Bulletin
Board was $20 per share. As of April 9, 1996, there were 861 holders of record
of the Common Stock.

DIVIDEND POLICY

The Company has not paid any dividends on its Common Stock during the three
years ended December 31, 1995 and does not anticipate paying any cash dividends
during the foreseeable future. Furthermore, the Senior Credit Facility
prohibits, and the Indenture restricts, payment of cash dividends by the
Company. See "Description of Credit Facilities." The Company currently intends
to retain future earnings, if any, to finance the Company's growth strategy. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity, Capital Commitments and Resources."

18
<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company at December
31, 1995 and as adjusted to give effect to the sale by the Company of the Common
Stock offered hereby, at an assumed initial public offering price of $16.00 per
share (the mid-point of the range specified on the cover page of this
Prospectus) and assuming that the Underwriters' over-allotment option is not
exercised, and the receipt of the net proceeds of approximately $46.1 million
therefrom by the Company, after deducting estimated offering expenses and
underwriting discounts and commissions. This table should be read in conjunction
with the consolidated financial statements of the Company (including the notes
thereto) and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

DECEMBER 31, 1995
-----------------------
ACTUAL AS ADJUSTED
-------- -----------
(UNAUDITED)
(IN THOUSANDS)

Cash and cash equivalents............................ $ 28,787 $ 74,837
-------- -----------
-------- -----------
Short-term debt(1)................................... $ 5,223 $ 5,223
-------- -----------
-------- -----------
Long-term debt (excluding current maturities)........ $ 93,213 $ 93,213
Stockholders' equity................................. 45,911 91,961
-------- -----------
Total capitalization................................. $139,124 $ 185,174
-------- -----------
-------- -----------

- ------------

(1) Includes $4,158,000 of accrued interest payable at December 31, 1995, all of
which was related to the February 15, 1996 interest payment on the Notes.
Excludes $1.0 million outstanding as of May 6, 1996 under the Senior Credit
Facility which was borrowed subsequent to December 31, 1995.

19
<PAGE>
DILUTION

At December 31, 1995, the Company's net tangible book value would have been
approximately $3.75 per share after giving effect to the Reverse Split and the
Preferred Stock Conversion. Net tangible book value per share represents the
total amount of tangible assets of the Company less the total amount of its
liabilities, divided by the number of shares of Common Stock outstanding.
Tangible assets are defined as the assets of the Company excluding intangible
assets such as goodwill. Dilution per share represents the difference between
the price per share to be paid by investors in this offering and the pro forma
net tangible book value per share immediately after the offering. After giving
effect to the sale of the Common Stock offered hereby (assuming the
Underwriters' over-allotment option is not exercised), at an assumed initial
public offering price of $16.00 per share (the mid-point of the range specified
on the cover page of this Prospectus), and the receipt of the estimated net
proceeds of $46.1 million therefrom by the Company and after giving effect to
the Reverse Split and the Preferred Stock Conversion, the net tangible book
value of the Company at December 31, 1995 would have been $73.9 million or $7.01
per share. This represents an immediate increase in the net tangible book value
of $3.26 per share to existing stockholders and an immediate dilution of $8.99
per share to new investors. The following table illustrates this per share
dilution at December 31, 1995.

Assumed initial public offering price(1)................... $16.00
Net tangible book value per share of Common Stock at
December 31, 1995(2)....................................... $3.75
Increase per share of Common Stock attributable to new
investors.................................................. $3.26
-----
Pro forma net tangible book value after the offering(3).... $ 7.01
------
Dilution per share of Common Stock to new investors........ $ 8.99
------
------

- ------------

(1) Before deducting estimated underwriting discounts and commissions and
offering expenses payable by the Company.

(2) Includes 2,559,070 shares of Common Stock (assuming a May 31, 1996
conversion date) that will be issued in the Preferred Stock Conversion.
Excludes an aggregate of 565,039 shares of Common Stock reserved for
issuance under certain warrants and the Stock Incentive Plans, of which
warrants and options for 474,239 shares have been granted, and warrants and
options for 196,159 shares are presently exercisable. See "Management--Stock
Incentive Plans."

(3) After deducting estimated underwriting discounts and commissions and
offering expenses payable by the Company.

20
<PAGE>
SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following selected historical financial and operating data of the
Company as of December 31, 1994 and 1995 and for each of the years in the
three-year period ended December 31, 1995 and of Funtime as of December 31, 1993
and 1994 and for each of the years in the three-year period ended December 31,
1994 and the six-month periods ended July 3, 1994 and July 2, 1995 are derived
from the consolidated financial statements of the Company and Funtime appearing
elsewhere in this Prospectus. The selected historical financial data of the
Company as of December 31, 1991, 1992 and 1993 and for the years 1991 and 1992
and of Funtime as of December 31, 1992 and 1991 and for the year 1991 have been
derived from audited financial statements which are not included herein. The
historical financial data for the year ended December 31, 1995 for the Company
includes the activity of Funtime from August 15, 1995, the date of the Funtime
Acquisition. The pro forma unaudited combined statement of operations for 1995
gives effect to the Funtime Acquisition and the related financings on a
consolidated basis as if they had occurred on January 1, 1995. The pro forma
combined statement of operations is for informational purposes only, does not
purport to represent what results of operations would have been if the Funtime
Acquisition had in fact occurred on January 1, 1995, and is not intended to
project the Company's results of operations for any future period. The unaudited
pro forma combined statement of operations should be read in conjunction with
the consolidated financial statements of the Company and Funtime included
elsewhere in this Prospectus and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

21
<PAGE>
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
(IN THOUSANDS, EXCEPT PER SHARE AND PER VISITOR AMOUNTS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------
1991 1992(1) 1993 1994 1995(2)
------- ------------------- ------- ------- -------------------
<S> <C> <C> <C> <C> <C>
THE COMPANY
STATEMENT OF OPERATIONS DATA:
Revenue:
Theme park admissions................ $ 6,849 $ 10,186 $12,874 $13,936 $ 21,863
Theme park food, merchandise, and
other................................ 3,698 7,206 8,986 10,963 19,633
------- -------- ------- ------- --------
Total.............................. 10,547 17,392 21,860 24,899 41,496
Operating costs and expenses:
Operating expenses................... 4,327 9,293 10,401 12,358 19,775
Selling, general and
administrative....................... 3,126 4,434 4,768 5,448 9,272
Cost of products sold................ 1,017 1,736 2,135 2,553 4,635
Depreciation and amortization........ 1,107 1,442 1,537 1,997 3,866
------- -------- ------- ------- --------
Total.............................. 9,577 16,905 18,841 22,356 37,548
------- -------- ------- ------- --------
Income from operations............... 970 487 3,019 2,543 3,948
Other income (expense):
Interest expense, net................ (858) (1,413) (1,438) (2,299) (5,578)
Minority interest in earnings........ (223) (270) -- -- --
Equity in loss of partnership........ (176) (122) (142) (83) (69)
Other income (expense)............... 169 9 6 9 (108)
------- -------- ------- ------- --------
Total.............................. (1,088) (1,796) (1,574) (2,373) (5,755)
------- -------- ------- ------- --------
Income (loss) from continuing
operations before income taxes....... (118) (1,309) 1,445 170 (1,807)
Income tax expense (benefit)......... -- 426 91 68 (762)
------- -------- ------- ------- --------
Income (loss) from continuing
operations........................... $ (118) $ (1,735) $ 1,354 $ 102 $ (1,045)(4)
------- -------- ------- ------- --------
------- -------- ------- ------- --------
Income (loss) from continuing
operations per common share(5)....... $ (.26) $ (2.10) $ .51 $ .04 $ (.404)
------- -------- ------- ------- --------
------- -------- ------- ------- --------
OTHER DATA:
EBITDA(6)............................ $ 2,246 $ 1,938 $ 4,562 $ 4,549 $ (7,7067)
Net cash provided by operating
activities(8)........................ $ 1,924 $ 1,980 $ 2,699 $ 1,060 $ 10,646(9)
Capital expenditures(10)............. $ 4,508 $ 3,956 $ 7,674 $10,108 $ 10,732
Total attendance..................... 828 1,116 1,322 1,408 (2,30211)
Revenue per visitor.................. $ 12.74 $ 15.58 $ 16.54 $ 17.68 $ 18.03
<CAPTION>

DECEMBER 31,
-----------------------------------------------------------------------
1991 1992 1993 1994 1995(2)
------- ------------------- ------- ------- -------------------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............ $ 853 $ 5,919 $ 3,026 $ 1,366 $ 28,787
Total assets......................... 74,555 30,615 36,708 45,539 173,318
Total long-term debt and capitalized
lease obligations (excluding
current maturities)................ 49,615 7,619 18,649 22,216 93,213
Stockholders' equity (deficit)....... (15,558) 11,838 13,192 18,134 45,911

1995
PRO FORMA(3)
------------------------
(UNAUDITED)
<S> <C>
THE COMPANY
STATEMENT OF OPERATIONS DATA:
Revenue:
Theme park admissions................ $ 37,738
Theme park food, merchandise, and
other................................ 42,401
----------
Total.............................. 80,139
Operating costs and expenses:
Operating expenses................... 35,440
Selling, general and
administrative....................... 14,089
Cost of products sold................ 9,489
Depreciation and amortization........ 6,303
----------
Total.............................. 65,321
----------
Income from operations............... 14,818
Other income (expense):
Interest expense, net................ (11,099)
Minority interest in earnings........ --
Equity in loss of partnership........ (69)
Other income (expense)............... (108)
----------
Total.............................. (11,276)
----------
Income (loss) from continuing
operations before income taxes....... 3,542
Income tax expense (benefit)......... 1,642
----------
Income (loss) from continuing
operations........................... $ 1,900
----------
----------
Income (loss) from continuing
operations per common share(5)....... $ .26
----------
----------
OTHER DATA:
EBITDA(6)............................ $ 21,013
Net cash provided by operating
activities(8)........................ $ 15,833
Capital expenditures(10)............. $ 12,435
Total attendance..................... 4,095
Revenue per visitor.................. $ 19.57

<CAPTION>
1995
------------------------
AS
ADJUSTED(12)
------------------------
(UNAUDITED)
<S> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............ $ 74,837
Total assets......................... 219,368
Total long-term debt and capitalized
lease obligations (excluding
current maturities)................ 93,213
Stockholders' equity (deficit)....... 91,961
</TABLE>

22
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------
SIX MONTHS ENDED(13)
---------------------------
1991 1992 1993 1994 JULY 3, 1994 JULY 2, 1995
------- ------- ------- ------- ------------ ------------
(UNAUDITED)

(IN THOUSANDS, EXCEPT PER SHARE AND PER VISITOR AMOUNTS)
<S> <C> <C> <C> <C> <C> <C>
FUNTIME
STATEMENT OF OPERATIONS DATA:
Revenue:
Theme park admissions................. $20,438 $19,352 $20,820 $20,339 $ 5,851 $ 6,195
Theme park food, merchandise, and
other................................. 28,339 27,500 30,433 30,096 9,407 8,958
------- ------- ------- ------- ------------ ------------
Total............................... 48,777 46,852 51,253 50,435 15,258 15,153
Operating costs and expenses:
Operating expenses.................... 22,229 21,166 22,203 23,208 10,700 10,537
Selling, general and administrative... 8,266 8,664 8,218 8,433 3,339 3,459
Cost of products sold................. 5,888 5,740 6,555 6,635 2,053 2,083
Depreciation and amortization......... 5,681 6,182 5,632 5,956 2,978 3,316
------- ------- ------- ------- ------------ ------------
Total............................... 42,064 41,752 42,608 44,232 19,070 19,395
------- ------- ------- ------- ------------ ------------
Income (loss) from operations......... 6,713 5,100 8,645 6,203 (3,812) (4,242)
Other income (expense):
Interest expense, net................. (4,150) (3,001) (2,783) (4,792) (2,397) (2,741)
Other income (expense)................ (20) (103) (277) (297) (166) 4
------- ------- ------- ------- ------------ ------------
Total............................... (4,170) (3,104) (3,060) (5,089) (2,563) (2,737)
------- ------- ------- ------- ------------ ------------
Income (loss) before income taxes..... 2,543 1,996 5,585 1,114 (6,375) (6,979)
Income tax expense (benefit).......... 1,540 1,612 2,045 851 (2,486) (2,722)
------- ------- ------- ------- ------------ ------------
Income (loss) before cumulative effect
of accounting change(14).............. $ 1,003 $ 384 $ 3,540 $ 263 $ (3,889) $ (4,257)
------- ------- ------- ------- ------------ ------------
------- ------- ------- ------- ------------ ------------
OTHER DATA:
EBITDA(6)............................. $12,374 $11,179 $14,000 $11,862 $ (1,000) $ (922)
Net cash provided by (used in)
operating activities(15).............. $ 8,043 $ 6,950 $ 9,180 $ 8,784 $ (1,791) $ (1,196)
Capital expenditures(8)............... $ 2,531 $ 2,971 $ 4,395 $ 4,211 $ 2,927 $ 955
Total attendance...................... 2,593 2,406 2,575 2,468 809 742
Revenue per visitor................... $ 18.81 $ 19.47 $ 19.90 $ 20.44 $ 18.86 $ 20.42
</TABLE>

- ------------

(2) The Statement of Operations Data for 1995 reflects the results of the parks
acquired in the Funtime Acquisition from the date of acquisition, August
15, 1995.

(3) The pro forma financial data give effect to the Funtime Acquisition and the
related financings as if they had occurred as of January 1, 1995. The pro
forma income from continuing operations per share also gives effect to the
Preferred Stock Conversion as if it had occurred on that date. See
"--Unaudited Pro Forma Combined Statement of Operations," "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity, Capital Commitments and Resources" and Note 3 to the
Company's consolidated financial statements.

(Footnotes continued on following page)

23
<PAGE>
(Footnotes continued from preceding page)
(4) During 1995, the Company incurred an extraordinary loss of $140,000, net of
income tax benefit, on extinguishment of debt in connection with the
Funtime Acquisition. This extraordinary loss is not included in income
(loss) from continuing operations and income (loss) from continuing
operations per common share for 1995.

(5) After giving retroactive effect to the Reverse Split.

(6) EBITDA is defined as earnings from continuing operations before interest
expense, net, income tax expense (benefit), depreciation and amortization,
minority interest and equity in loss of partnership. The Company has
included information concerning EBITDA because it is used by certain
investors as a measure of the Company's ability to service and/or incur
debt. EBITDA is not required by GAAP and should not be considered in
isolation or as an alternative to net income, net cash provided by
operating, investing and financing activities or other financial data
prepared in accordance with GAAP or as an indicator of the Company's
operating performance. This information should be read in conjunction with
the Consolidated Statements of Cash Flows contained in the consolidated
financial statements of the Company and Funtime included elsewhere herein.

(7) EBITDA for the Company during 1995 without giving any effect to the Funtime
Acquisition and the related financing would have been $5,527,000.

(8) During each of the five years ended December 31, 1995, the Company's net
cash used in investing activities was $6,841,000, $5,649,000, $7,698,000,
$10,177,000 and $74,139,000, respectively. During those years, net cash
provided by financing activities was $5,175,000, $8,736,000, $2,106,000,
$7,457,000 and $90,914,000, respectively.

(9) Net cash provided by operating activities during 1995 without giving any
effect to the Funtime Acquisition and the related financing would have been
$6,890,000.

(10) Capital expenditures are presented on a calendar year basis, rather than on
a project year basis. When presented on a project year basis, expenditures
are aggregated based on amounts incurred for the relevant year's operating
season. See "Business--Capital Improvements."

(11) Represents attendance at the three parks owned by the Company prior to the
Funtime Acquisition for the entire 1995 season and attendance at the
Funtime parks on and after August 15, 1995.

(12) Adjusted to give effect to the sale of the Common Stock offered hereby (at
an assumed initial public offering price of $16.00 per share, the mid-point
of the range specified on the cover page of this Prospectus).

(13) Reflects most recent results of Funtime prior to the date of the Funtime
Acquisition. For information concerning results of Funtime from July 3,
1995 to the date of acquisition, August 15, 1995, see "--Unaudited Pro
Forma Combined Statement of Operations."

(14) During 1993, Funtime adopted Statement 109, resulting in a decrease in net
income of $3,200,000. This decrease is not included in income (loss) before
cumulative effect of accounting change.

(15) During each of the four years ended December 31, 1994, and the six-month
periods ended July 3, 1994 and July 2, 1995, Funtime's net cash used in
investing activities was $2,687,000, $2,971,000, $5,095,000, $6,344,000,
$2,895,000 and $935,000, respectively. During those periods, net cash
provided by (used in) financing activities was $(5,300,000), $(4,133,000),
$(4,249,000), $(2,454,000), $4,729,000 and $2,066,000, respectively.

24
<PAGE>
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
------------------------------------------------------------------------
HISTORICAL FUNTIME
--------------------------
SIX MONTHS FORTY THREE
ENDED DAYS ENDED
HISTORICAL JULY 2, AUGUST 14, PRO FORMA COMPANY
PREMIER 1995(1) 1995(2) ADJUSTMENTS PRO FORMA
---------- ----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)

(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Revenue:
Theme park admissions............. $ 21,863 $ 6,195 $ 9,680 $ -- $ 37,738
395(3)
Theme park food, merchandise (360)(4)
and other......................... 19,633 8,958 13,450 325(5) 42,401
---------- ----------- ----------- ----------- -----------
Total....................... 41,496 15,153 23,130 360 80,139
Operating costs and expenses:
(30)(3)
(239)(4)
Operating expenses................ 19,775 10,537 6,039 (642)(6) 35,440
Selling, general and
administrative.................... 9,272 3,459 2,533 (1,175)(7) 14,089
Costs of products sold............ 4,635 2,083 2,953 (182)(4) 9,489
Depreciation and amortization..... 3,866 3,316 829 (1,708)(8) 6,303
---------- ----------- ----------- ----------- -----------
Total....................... 37,548 19,395 12,354 (3,976) 65,321
---------- ----------- ----------- ----------- -----------
Income (loss) from operations..... 3,948 (4,242) 10,776 4,336 14,818
Other income (expense):
Interest expense, net............. (5,578) (2,741) (321) (2,459)(9) (11,099)
Equity in loss of partnership..... (69) -- -- -- (69)
Other income (expense)............ (108) 4 (4) -- (108)
---------- ----------- ----------- ----------- -----------
Total....................... (5,755) (2,737) (325) (2,459) (11,276)
---------- ----------- ----------- ----------- -----------
Income (loss) before income
taxes............................. (1,807) (6,979) 10,451 1,877 3,542
Income tax expense (benefit)...... (762) (2,722) 4,076 1,050(10) 1,642
---------- ----------- ----------- ----------- -----------
Income (loss) before extraordinary
loss.............................. $ (1,045) $(4,257) $ 6,375 $ 827 $ 1,900
---------- ----------- ----------- ----------- -----------
---------- ----------- ----------- ----------- -----------
Income (loss) before extraordinary
loss applicable to common stock... $ (1,574) $(4,257) $ 6,375 $ 1,356(11) $ 1,900
---------- ----------- ----------- ----------- -----------
---------- ----------- ----------- ----------- -----------
Income (loss) per common share.... $ (.40) (12) (12) N/A $.26
---------- -----------
---------- -----------
Weighted average shares........... 3,938,000 (12) (12) N/A 7,282,000 (13)
---------- -----------
---------- -----------
OTHER DATA:
EBITDA............................ $ 7,706 $ (922) $11,601 $ 2,628 $ 21,013
---------- ----------- ----------- ----------- -----------
---------- ----------- ----------- ----------- -----------
Net cash provided by (used in)
operating activities.............. $ 10,646 $(1,196) $ 5,257 $ 1,126 $ 15,833
---------- ----------- ----------- ----------- -----------
---------- ----------- ----------- ----------- -----------
</TABLE>

25
<PAGE>
- ------------
(1) See Funtime's consolidated financial statements included herein.

(2) Represents the results of Funtime from the end of the first six months of
1995 through August 14, 1995, the day prior to the Funtime Acquisition.

(3) Adjustment reflects the continuing effect on operations of new contractual
arrangement with a nationally-recognized concert promoter relating to Darien
Lake's 20,000 person amphitheatre.

(4) Adjustment reflects the elimination of operations of Funtime-Famous Recipe,
Inc., a wholly-owned subsidiary of Funtime, which owned and operated two
restaurants. The Company closed the restaurants.

(5) Adjustment reflects changes in concessionaire arrangements at the Funtime
parks which will have a continuing impact on the Company and were effected
subsequent to the Funtime Acquisition.

(6) Adjustment reflects reductions of park operating expenses of Funtime as a
result of changes effected by the Company subsequent to the Funtime
Acquisition in insurance and leasing contracts.

(7) Adjustment reflects elimination of duplicate personnel costs and duplicate
corporate overhead based on actions taken by the Company subsequent to the
Funtime Acquisition.

(8) Adjustment reflects the elimination of Funtime's historical depreciation of
$4,145,000, the recognition of pro forma depreciation of $2,087,000 and the
pro forma amortization of $350,000 of goodwill related to the acquisition of
Funtime. Based on Premier's experience with similar rides and equipment,
review of estimated useful lives used in the theme park industry and
estimated remaining useful lives of the acquired rides and equipment, an
estimated remaining composite useful life of 20 years was utilized in
computing pro forma depreciation for the Funtime property and equipment and
an estimated amortization period of 25 years was utilized for the goodwill.
Previously, Funtime's property and equipment was depreciated using an
estimated useful life range of 10 to 20 years. Premier utilizes useful life
estimates of 20 to 25 years for the majority of its property and equipment.

(9) Adjustment reflects the increase in interest expense from the issuance of
the Notes as if the Funtime Acquisition and related financings had been
consummated on January 1, 1995. Approximately $1,848,000 of secured
indebtedness of Premier was not refinanced with the proceeds of the Notes.
Additionally, as a component of the financing transactions, obligations of
$3,259,000 were recognized as a result of modifications of certain lease
agreements resulting in their reclassification as capital leases. No pro
forma interest income from the approximately $29,900,000 of net proceeds
from the financing transactions after completion of the Funtime Acquisition
has been reflected in interest expense, net. Issuance costs associated with
the Notes are being amortized over the term of the Notes. The components of
the adjustment are as follows:

<TABLE>
<S> <C>
Interest expense on the Notes--January 1, 1995 through August 14,
1995............................................................... $ 6,750,000

Amortization of costs associated with issuance of the Notes........ 383,000

Elimination of historical interest expense......................... (4,751,000)

Interest relating to reclassified capital leases................... 77,000
-----------
Net adjustment..................................................... $ 2,459,000
-----------
-----------
</TABLE>
(10) Adjustment reflects the tax effects of the pro forma adjustments described
above at a blended Federal and state rate of 40% after consideration of
permanent differences.

(11) Adjustment reflects the pro forma adjustment to income (loss) before
extraordinary loss and the elimination of $529,000 of accumulated, but
unpaid, preferred stock dividends as a result of the Preferred Stock
Conversion.

(12) Income (loss) per common share and weighted average share data are not
presented for Funtime as such information is not meaningful.

(13) The calculation of pro forma weighted average shares outstanding for the
year ended December 31, 1995 is as follows:

<TABLE>
<S> <C>
Weighted average shares of Common Stock outstanding.................. 3,938,000

Common Stock issued as a result of the conversion of the Company's
subordinated notes, presumed outstanding on January 1, 1995......... 920,000

Preferred Stock Conversion into Common Stock, as if issued and
converted on January 1, 1995........................................ 2,424,000
---------
Pro forma weighted average shares outstanding........................ 7,282,000
---------
---------
</TABLE>
26
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Company's revenue is derived principally from the sale of tickets for
entrance to its parks (approximately 52.7%, 56.0% and 58.9% in the years ended
December 31, 1995, 1994 and 1993, respectively) and the sale of food,
merchandise, games and attractions inside its parks and other income
(approximately 47.3%, 44.0% and 41.1% in 1995, 1994 and 1993, respectively). The
Company's principal costs of operations include salaries and wages, fringe
benefits, advertising, outside services, maintenance, utilities and insurance.
The Company's expenses are relatively fixed. Costs for full-time employees,
maintenance, utilities, advertising and insurance do not vary significantly with
attendance, thereby providing the Company with a significant degree of operating
leverage as attendance increases.

The Company believes that significant opportunities exist to acquire
additional theme parks. Although the Company has had preliminary discussions
with respect to several business acquisitions, no such discussions are currently
on-going, and no agreement or understanding with respect to any specific
acquisition has been reached. See "Use of Proceeds" and "Business--Acquisition
Strategy". In addition, the Company intends to continue its on-going expansion
of its rides and attractions and overall improvement of its existing parks to
maintain and enhance the appeal of its parks. Management believes this strategy
has contributed to increased attendance and profitability, as well as increased
lengths of stay and in-park spending. See "Business--Operating Strategy."

The Company's business is highly seasonal. The great majority of revenue
is collected in the second and third calendar quarters while operating
expenditures are incurred throughout the year. Accordingly, the Company
historically incurs a net loss for the first calendar quarter of each year.
During the quarter ended March 31, 1995, the Company incurred a net loss of
approximately $1.3 million. Due primarily to the increased size of the Company's
operations arising out of the Funtime Acquisition, the Company expects its net
loss for the first quarter of 1996 to be substantially greater than the 1995
first-quarter loss. See "Risk Factors--Effects of Inclement Weather; Seasonal
Fluctuations of Operating Results."

The following discussion includes the results of Funtime only subsequent to
the date of the Funtime Acquisition, August 15, 1995. During the two years ended
December 31, 1994, Funtime's revenues remained relatively constant, aggregating
$51.2 million in 1994 and $50.4 million in 1993. Operating expenses as a
percentage of revenues totaled 43.3% in 1993, as compared to 46.0% in 1994. The
increase in operating expenses in 1994 was primarily attributable to increases
in repair and maintenance expense at Geauga Lake, increases in equipment rentals
at Darien Lake and increases in operating supplies at Darien Lake and Geauga
Lake. Other costs and expenses remained relatively constant during the two
years. Funtime's results for the first six months of 1995 and 1994 were also
relatively constant.

YEARS ENDED DECEMBER 31, 1995 AND 1994

Revenue. Revenue aggregated $41.5 million in 1995, a 66.7% increase over
1994 revenue of $24.9 million. A large portion of the increase ($13.5 million)
resulted from the Funtime Acquisition on August 15, 1995. The Company's 1995
results include the results from the acquired parks from and after that date.
The 1995 results of the Company without consideration of the Funtime Acquisition
provided a revenue increase of 12.5% from $24.9 million in 1994 to $28.0 million
in 1995. This increase is primarily attributable to the increased attendance of
14.3% from 1.4 million in 1994 to 1.6 million in 1995 at the three theme parks
owned by the Company prior to the Funtime Acquisition.

Operating Expenses. Operating expenses increased approximately $7.4 million,
or 60.0%, in 1995 over 1994 levels. A large portion of the increase ($6.9
million) is a result of the Funtime Acquisition. The 1995 results of the Company
without consideration of the Funtime Acquisition provided an

27
<PAGE>
increase of 3.2% in operating expenses from $12.4 million in 1994 to $12.8
million in 1995. As a percentage of revenue, operating expenses constituted
approximately 47.7% in 1995 and approximately 49.6% in 1994. Without
consideration of the Funtime Acquisition, operating expenses constituted
approximately 45.7% of revenue in 1995.

Selling, General and Administrative. Selling, general and administrative
expenses increased from approximately $5.5 million in 1994 to approximately $9.3
million in 1995. These expenses (as a percentage of revenues) constituted
approximately 22.3% and 21.9% during 1995 and 1994, respectively. A large
portion of the increase ($2.6 million) is a result of the Funtime Acquisition.
The Company's selling, general and administrative expenses without consideration
of the Funtime Acquisition increased 21.8% from $5.5 million in 1994 to $6.7
million in 1995 primarily due to a 20.3% increase in marketing and advertising
expenses. Most of the increase was incurred at Adventure World as part of the
advertising campaign design to promote public awareness of the new Mind Eraser
suspended, looping roller coaster, and a lesser portion of this increase was
incurred in connection with the promotion of the new combined season pass
program at Frontier City and White Water Bay.

Costs of Products Sold. Costs of products sold increased from $2.6 million
in 1994 to $4.6 million in 1995. A large portion of the increase ($1.7 million)
is a result of the Funtime Acquisition. Cost of products sold (as a percentage
of in-park revenue) constituted approximately 23.6% and 23.3%, during 1995 and
1994, respectively. The Company's cost of products sold without consideration of
the Funtime Acquisition increased 11.5% from $2.6 million in 1994 to $2.9
million in 1995. This increase is a direct result of increased in-park sales at
the parks.

Depreciation and Amortization. Depreciation and amortization expense
aggregated approximately $3.9 million in 1995 and approximately $2.0 million in
1994. This 93.6% increase resulted primarily from the Funtime Acquisition. The
Company's depreciation and amortization without consideration of the Funtime
Acquisition increased 25.0% from $2.0 million in 1994 to $2.5 million in 1995,
reflecting the effect of the Company's additional capital improvements.

Income Taxes. The Company had an income tax benefit in 1995 of $852,000,
compared to an income tax expense of $68,000 in 1994. The Company's income tax
benefit in 1995 was allocated to loss before income taxes ($762,000) and an
extraordinary loss ($90,000) on extinguishment of debt. The effective income tax
rate for 1995 was 42.2% as compared to approximately 40% in 1994. The Company
anticipates an effective tax rate of between 40% and 42% in the future since the
parks acquired in the Funtime Acquisition are located in higher tax
jurisdictions than the Company's three previous parks and due to the
non-deductibility of the amortization of the goodwill that resulted from the
Funtime Acquisition. See Note 7 to the Company's consolidated financial
statements.

On its December 31, 1995 federal income tax return, the Company expects to
report carryovers of approximately $13.7 million of net operating losses
("NOLS"), $4.1 million of alternative minimum tax ("AMT") NOLs and $1.9 million
of AMT credits for federal income tax purposes. The NOLs and AMT credits are
subject to review and potential disallowance by the Internal Revenue Service
upon audit of the federal income tax returns of the Company and its
subsidiaries. In addition, under Section 382 of the Internal Revenue Code of
1986, as amended, the use of some of such NOLs and AMT credits is subject to one
or more limitations on the amount of taxable income, or in the case of the AMT
credits, regular tax, that can be offset with such NOLs and AMT credits. Some of
such NOLs also are subject to a limitation as to which of the subsidiaries'
income such NOLs are permitted to offset. Furthermore, as a result of the
issuance of the Common Stock offered hereby, either alone or in combination with
future changes in the ownership of the Common Stock, the use of all of such NOLs
and AMT credits may become subject to an additional limitation under Section
382. Accordingly, no assurance can be given as to the timing or amount of the
availability of such NOLs and AMT credits to the Company and its subsidiaries.

28
<PAGE>
YEARS ENDED DECEMBER 31, 1994 AND 1993

Revenue. Revenue aggregated $24.9 million in 1994, a 13.9% increase over
1993 revenue of $21.9 million, resulting from a 30.1% increase in revenue at
Adventure World and a 3.8% increase in revenue at Frontier City, offset in part
by a 7.0% decrease in revenue at White Water Bay.

Attendance at Premier's three parks in 1994 increased approximately 6.5%
compared to 1993 levels primarily as a result of a 19.2% increase at Adventure
World based on Premier's substantial investment in new rides and attractions and
increased marketing (including the engagement of Cal Ripken, Jr. as the park's
official spokesperson), which was offset in part by a 6.1% decrease in
attendance at White Water Bay. The aggregate increase in attendance in 1994 was
augmented by a 1.8% increase in ticket revenue per customer and a 8.4% increase
in per-customer in-park spending in that year. The increased ticket revenue
resulted from increased prices and a reduction in discount levels. The increased
in-park spending in 1994 was primarily attributable to higher price levels,
additional food and other retail outlets at the parks in that year and longer
in-park stays. Of the 1994 revenues, $417,000 represents the excess of insurance
proceeds received by Premier over the net book value of assets destroyed, and
repair costs of assets damaged, by high winds at one of Premier parks. See Note
11 to the Company's consolidated financial statements. The Company believes that
the storm and the resulting damage caused a substantial loss of attendance and
revenue at the affected park. The Company estimates that the storm resulted in
an attendance loss of at least 20,000 customers at the park. During 1994,
revenue per visitor at the affected park was approximately $20.36.

Operating Expenses. Operating expenses increased approximately $2.0 million,
or 18.8%, in 1994 over 1993 levels. As a percentage of revenues, operating
expenses constituted approximately 49.6% in 1994 and 47.6% in 1993. The increase
in operating expenses during 1994 was primarily attributable to an approximate
$805,000 increase (representing a 12% increase over 1993 levels) in salaries and
other compensation benefits during that year, an approximate $406,000 (65%)
increase in repair and maintenance expense and a $511,000 (42%) increase in
operating supplies, equipment rentals and other expense. The increase in
personnel cost reflected an increase primarily at Adventure World in the number
of seasonal employees (11%) required to operate additional attractions as well
as longer operating hours and, to a lesser extent, changes in hourly rates paid
to lifeguards and other skilled employees (6%). Salary and other compensation
benefits increased $613,000 at Adventure World in 1994. Repairs and maintenance
increased due largely to a $288,000 increase at Adventure World arising out of
the significant expansion of that park with the addition of 14 new rides and
numerous other improvements during the two years preceding the 1994 season.
Operating supplies, equipment rentals and other expenses increased due to
additional "live" shows presented at the parks, additional equipment rentals,
particularly at Adventure World, increases in utility costs due to the
additional rides and attractions at the parks, and costs associated with the
preparation of group sales brochures.

Selling, General and Administrative. Selling, general and administrative
expenses increased from $4.8 million in 1993 to $5.4 million in 1994. Selling,
general and administrative expenses (as a percentage of revenues) constituted
21.8% in 1994 and 21.8% in 1993. The increase in these expenses in 1994 was
almost exclusively the result of a 37% increase in sales and advertising
expense. Of this increase $578,000 represented additional marketing and
advertising expense at Adventure World, which was designed to increase public
awareness of the significant capital improvements made at the parks.

Costs of Products Sold. Costs of products sold aggregated approximately $2.6
million in 1994, as compared to the 1993 level of $2.1 million. Cost of products
sold (as a percentage of in-park revenue) constituted approximately 23.3% and
23.8%, during 1994 and 1993, respectively.

Depreciation and Amortization. Depreciation and amortization expense
aggregated $2.0 million in 1994 and $1.5 million in 1993. This 33.3% increase
reflected the effect of Premier's additional capital improvements.

29
<PAGE>
Income Taxes. Premier's provision for income taxes represented approximately
40% of 1994 income before income taxes compared to 6.3% of 1993 income before
income taxes. State and local taxes were the principal reason that Premier's
effective tax rate was higher than the 34% federal corporate rate. See Note 7 to
the Company's consolidated financial statements.

LIQUIDITY, CAPITAL COMMITMENTS AND RESOURCES

The operations of the Company are highly seasonal, with the majority of the
operating season occurring between Memorial Day and Labor Day. Most of the
Company's revenue is collected in the second and third quarters of each year
while most expenditures for capital improvements and major maintenance are
incurred when the parks are closed. See "Risk Factors--Effects of Inclement
Weather; Seasonal Fluctuations of Operating Results." The Company employs a
substantial number of seasonal employees who are compensated on an hourly basis.
The Company is not subject to federal or state minimum wage rates in respect of
its seasonal employees. However, an increase in the federal or any applicable
state minimum wage rate could result over time in increased compensation expense
for the Company as it relates to these employees as a result of competitive
factors.

Prior to the 1993 season, the Company began implementing a long-range
capital improvement program for its parks, spending approximately $7.7 million
in 1993, $10.1 million in 1994 and $10.7 million in 1995. Also, Premier acquired
certain rides and attractions through leases and borrowings of $2.7 million,
$570,000 and $3.3 million in 1993, 1994 and 1995, respectively.

During 1995, the Company generated approximately $10.6 million in net cash
from operating activities. Additionally, financing activities provided
approximately $90.9 million in net cash during that year, consisting of the net
proceeds of the $90.0 million Note offering and the $20.0 million Convertible
Preferred Stock offering, both of which were consummated in connection with the
Funtime Acquisition, offset in part by the Company's repayment during 1995 of
approximately $17.5 million of indebtedness. During 1995, the Company used $74.1
million in net cash in connection with investing activities, $63.3 million of
which was employed in connection with the Funtime Acquisition and $10.7 million
represented additions to buildings, rides and attractions at the Company's parks
made in connection with its capital improvement program. The Company acquired
Funtime for approximately $60.0 million, excluding the post-closing adjustment
of approximately $5.4 million paid in December 1995, which represented a
substantial portion of the operating cash flow of the Funtime parks for the
portion of the 1995 season after the date of acquisition. As a result of these
activities, the Company's property and equipment (after depreciation) at
December 31, 1995 increased approximately $77.4 million over the amount at
December 31, 1994, and cash and cash equivalents at December 31, 1995 increased
$27.4 million as compared to the December 31, 1994 level. Liabilities at
December 31, 1995 aggregated $127.4 million, representing a $100.0 million
increase over December 31, 1994, most of which ($90.0 million) represented the
Company's indebtedness under the Notes.

During 1994, the Company generated $1.1 million in net cash from operating
activities. Additionally, financing activities provided approximately $7.5
million in net cash during that year, of which approximately $4.2 million
represented the proceeds of a 1994 private placement of Common Stock and
approximately $3.4 million represented net borrowings. During that year, the
Company used $10.2 million in net cash in connection with investing activities,
substantially all of which represented additions to buildings, rides and
attractions at Premier's parks made in connection with its capital improvement
program. The 1994 capital improvements were funded from cash generated from
operations in 1993, and the proceeds of borrowings. As a result of these
activities, the Company's property and equipment (after depreciation) at
December 31, 1994 increased approximately $8.7 million over the amount at
December 31, 1993, and cash and cash equivalents at 1994 year-end decreased $1.7
million as compared to the December 31, 1993 level. Liabilities at December 31,
1994 aggregated $27.4 million, representing a $3.9 million increase over
December 31, 1993, substantially all of which represented increased borrowings
in 1994.

30
<PAGE>
At December 31, 1995, substantially all of the Company's indebtedness was
represented by the Notes, which require annual interest payments of $10.8
million. Except in the event of a change of control of the Company and certain
other circumstances, no principal payment on the Notes is due and payable until
August 15, 2003, the maturity date. See "Description of Credit Facilities."

Borrowings under the Senior Credit Facility, which was entered into at the
time of the Funtime Acquisition, are secured by substantially all of the
Company's assets (other than real estate), including the capital stock of its
subsidiaries. The Senior Credit Facility has an aggregate availability of $20.0
million, $1.0 million of which had been borrowed as of May 6, 1996. Interest
rates per annum thereunder are equal to Chemical Bank's Alternative Base Rate
plus 0.25% or the London Interbank Offering Rate plus 3.00%. The Senior Credit
Facility matures August 15, 1998. Under the Senior Credit Facility, the Company
is required to repay in full the principal balance for at least 45 consecutive
days during the period from July 1 to November 1 of each year. The Senior Credit
Facility and the Indenture under which the Notes were issued contain restrictive
covenants that, among other things, limit the ability of the Company and its
subsidiaries to dispose of assets; incur additional indebtedness or liens; pay
dividends; repurchase stock; make investments; engage in mergers or
consolidations and engage in certain transactions with subsidiaries and
affiliates. In addition, the Senior Credit Facility requires that the Company
comply with certain specified financial ratios and tests, including cash
interest expense coverage, a minimum net worth requirement and a maximum capital
expenditure requirement. See "Description of Credit Facilities."

The financings consummated in connection with the Funtime Acquisition
generated approximately $29.9 million of excess net proceeds (excluding amounts
deposited in escrow or retained by the Company to fund specified Funtime
liabilities under the Funtime Acquisition agreement). The Company expects that
the excess net proceeds from the Funtime-related financings, internally
generated funds from the Company's operations and borrowings under its $20.0
million Senior Credit Facility will be adequate to cover its currently
anticipated working capital and debt service requirements as well as to fund
planned capital expenditures for the 1997 season. To the extent not used for
acquisition purposes, the net proceeds of this offering will be used to fund
expansion of and improvements at existing parks. See "Use of Proceeds."

NEWLY ISSUED ACCOUNTING STANDARDS

The Financial Accounting Standards Board has issued SFAS No. 123,
"Accounting for Stock-Based Compensation" ("Statement No. 123"), which
establishes a fair value based method of accounting for stock-based compensation
plans. Entities are encouraged to adopt all provisions of Statement No. 123 but
are required only to comply with the disclosure requirements of Statement No.
123. Statement No. 123 is effective for financial statements for fiscal years
beginning after December 15, 1995. The provisions of Statement No. 123 will not
have a material effect on the consolidated financial condition or operating
results of the Company, as the Company does not intend to adopt the optional
value based measurement concept related to stock-based compensation contained in
Statement No. 123.

The Financial Accounting Standards Board has also issued SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" ("Statement No. 121"). Statement No. 121 requires that
long-lived assets and certain intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. The Company periodically re-evaluates the carrying
amounts of its long-lived assets and the related depreciation and amortization
periods as discussed in the notes to the Company's consolidated financial
statements, and the Company believes that the adoption of Statement No. 121 will
not have a material effect on its consolidated financial statements.

31
<PAGE>
BUSINESS

GENERAL

The Company is a leading theme park company that owns and operates six
regional parks with an aggregate 1995 attendance of approximately 4.1 million.
The parks are located in five geographically diverse markets with concentrated
populations. The Company seeks to provide its customers with quality family
entertainment that is affordably priced and close to home. The Company's parks
drew on average approximately 87.0% of their patrons in 1995 from within a
100-mile radius, with approximately 39.3% of visitors utilizing group and other
pre-sold tickets and approximately 15.5% utilizing season passes. Each of the
parks is individually themed and provides a complete family-oriented
entertainment experience. The parks generally offer a broad selection of
state-of-the-art and traditional thrill rides, water attractions, themed areas,
concerts and shows, restaurants, game venues and merchandise outlets.

The Company's current six parks are:

. Adventure World, a combination theme and water park located three miles
off the Beltway, between Washington, D.C. (15 miles away) and Baltimore,
Maryland (30 miles away);

. Darien Lake & Camping Resort, a combination theme and water park with an
adjacent camping resort and 20,000 person amphitheatre, located between
Buffalo and Rochester, New York;

. Frontier City, a western themed park in Oklahoma City, Oklahoma;

. Geauga Lake, a combination theme and water park located near Cleveland,
Ohio;

. White Water Bay, a tropical themed water park also located in Oklahoma
City; and

. Wyandot Lake, a water park, which also includes "dry" rides and other
attractions, located adjacent to the Columbus Zoo in Columbus, Ohio.

Since current management assumed control in 1989, the Company has acquired
five parks and improved their operations. Most recently, in August 1995, the
Company acquired Darien Lake, Geauga Lake and Wyandot Lake in the Funtime
Acquisition. As a result of the Company's operating strategy, during the three
years ended December 31, 1995, the three parks owned by the Company prior to the
Funtime Acquisition achieved internal growth in attendance, revenue and EBITDA
at compounded annual rates of 12.7%, 17.1% and 41.8%, respectively. After giving
pro forma effect to the Funtime Acquisition as if it had ocurred on January 1,
1995, the Company has more than tripled its attendance and revenues and
increased its EBITDA by more than ten-fold since 1992.

OPERATING STRATEGY

Pursuing On-Going Growth Opportunities at Existing Parks

The Company's operating strategy is to increase revenue through attendance
and per capita spending gains, while maintaining strict control of operating
expenses. The primary elements of this strategy include (i) adding rides and
attractions and improving overall park quality; (ii) enhancing

32
<PAGE>
marketing, sponsorship and group sales programs; (iii) implementing ticket
pricing strategies to maximize ticket revenues and park utilization; (iv) adding
and enhancing restaurants and merchandise outlets; and (v) adding special
events. This approach is designed to exploit the operating leverage inherent in
the theme park business. Once parks achieve certain critical attendance levels,
revenue growth through incremental attendance gains and increased in-park
spending is not offset by a comparable increase in operating expenses, since a
large portion of such expenses is relatively fixed during any given year.

Management believes it has successfully demonstrated the effectiveness of
its strategy at the parks owned prior to the Funtime Acquisition and is
implementing this strategy at the parks acquired in the Funtime Acquisition.
Management believes that while these parks generated strong and stable cash
flows over the last five years, they lacked the sustained capital investment and
creative marketing required to realize their full potential.

ADDING RIDES AND ATTRACTIONS AND IMPROVING PARK QUALITY. Over the past
several years, the Company has made significant investments in Frontier City and
Adventure World which, together with enhanced marketing, sales and sponsorship
programs, have resulted in significant improvements in attendance and revenue at
these parks.

Frontier City--In 1990 and 1991, an aggregate of approximately $7.0 million
was invested in Frontier City to add several major rides, expand and improve the
children's area, significantly increase the size of and theme the group picnic
facilities and construct a 12,000 square foot air-conditioned mall and main
events center. These additions, combined with an aggressive marketing strategy,
resulted in Frontier City's attendance and revenue increasing approximately 54%
and 83%, respectively, from 1989 to 1991.

Adventure World--Since acquiring Adventure World in January 1992, the
Company has invested over $23.6 million in the park through 1995 to add numerous
rides and attractions and to improve theming. As a result of these additions and
improvements, as well as an aggressive and creative marketing strategy,
Adventure World's attendance and revenues increased during the three years ended
December 31, 1995 at compounded annual rates of 25.9% and 36.2%, respectively.
During this period, park-level operating cash flow increased from $77,600 to
$3.5 million. As a result of these improvements, Adventure World was voted the
"Most Improved Park" in the country in each of 1992, 1993 and 1994, according to
Inside Track Magazine, a recognized industry periodical.

The Company is spending approximately $23.8 million to add rides and
attractions and make other improvements at its parks for the 1996 season,
particularly at Adventure World, Darien Lake, Geauga Lake and Wyandot Lake. The
Company may use a portion of the net proceeds of this offering to fund further
expansion of and accelerate capital improvements at its existing parks. See "Use
of Proceeds." Based on industry experience and the Company's experience at its
parks prior to the Funtime Acquisition, the Company believes that these efforts,
together with aggressive and creative marketing programs, will continue to
increase attendance and per capita spending at the Company's parks.

ENHANCING MARKETING, SPONSORSHIP AND GROUP SALES PROGRAMS. Premier's parks
have benefitted from professional, creative marketing programs which emphasize
the marketable rides and attractions, breadth of available entertainment and
value provided by each park. The Company's marketing programs have a local
orientation, which the Company believes is a key ingredient to successful
marketing for regional theme parks. For example, Cal Ripken, Jr., the all-star
shortstop for the Baltimore Orioles, serves as official spokesperson for
Adventure World, making numerous appearances in radio and television
commercials, and Olympic gymnast Shannon Miller, an Oklahoma City resident, has
opened rides at White Water Bay. Management is implementing similar marketing
programs to promote the capital improvements for the 1996 season at the acquired
parks.

33
<PAGE>

The Company has also successfully attracted well known sponsorship and
promotional partners, such as Pepsi, McDonald's, Coca-Cola, Taco Bell,
Blockbuster, 7 Eleven, Wendy's and various supermarket chains. The Company
believes that its increased number of parks and annual attendance has enabled it
to expand and enhance its sponsorship and promotional programs. In addition,
group sales and pre-sold tickets provide the Company with a consistent and
stable base of attendance, representing over 39.3% of aggregate attendance in
1995. Premier increased its group sales and pre-sold ticket business at the
three parks owned prior to the Funtime Acquisition by approximately 59.6% from
1992 to 1995.

IMPLEMENTING TICKET PRICING STRATEGIES TO MAXIMIZE TICKET REVENUES AND PARK
UTILIZATION. Management regularly reviews its ticket price levels and ticket
category mix in order to capitalize on opportunities to implement selective
price increases, both through main gate price increases and the reduction in the
number and types of discounts. Management believes that opportunities exist to
implement marginal ticket price increases without significant reductions in
attendance levels. Such increases have successfully been implemented on a
park-by-park basis in connection with the introduction of major new attractions
or rides. As a result of these measures, the average ticket price per paid
visitor at the three parks owned prior to the Funtime Acquisition increased by
10.5% from 1992 to 1995. The Company believes that through similar measures it
will be able to increase the average ticket price per paid visitor at the
acquired parks. In addition, the Company offers discounts on season, multi-visit
and group tickets and also offers discounts on tickets for specific periods, in
order to increase attendance at less popular times such as weekdays and
evenings.

INCREASING AND ENHANCING RESTAURANTS AND MERCHANDISE OUTLETS TO INCREASE
LENGTH OF STAY AND IN-PARK SPENDING. The Company also seeks to increase in-park
spending by adding well-themed restaurants, remodeling and updating existing
restaurants and adding new merchandise outlets. The Company has successfully
increased spending on food and beverages by introducing well-recognized local
and national brands, such as Domino's, Friendly's, KFC and TCBY. Finally, the
Company has taken steps to decrease the waiting time for its most popular
restaurants and merchandise outlets. As a result of these measures, average
in-park spending per visitor at the parks owned prior to the Funtime Acquisition
increased by 12.8% from 1992 to 1995. The Company believes that through similar
measures it will be able to increase average in-park spending per visitor at the
acquired parks.

ADDING SPECIAL EVENTS. The Company has also developed a variety of
off-season special events designed to increase attendance and revenue prior to
Memorial Day and after Labor Day. Examples include Hallowscream, a Halloween
event in which parks are transformed with supernatural theming, scary rides and
haunting shows, and Oktoberfest, in which traditional German food, theming,
music and entertainment are presented at the parks. Over the last several years,
Frontier City has on average drawn approximately 29,500 visitors to its
Oktoberfest event and approximately 30,500 to Hallowscream. In 1995, over 60,000
visitors attended Hallowscream at Adventure World. Management intends to
introduce these types of events at the acquired parks and believes they will
have a similar impact on attendance.

Expanding Existing Parks

In addition to pursuing on-going growth opportunities at existing parks, the
Company is considering a number of expansions at several of its six existing
parks. The Company may add campgrounds or an amphitheatre at Frontier City. The
Company is also considering adding a more complete complement of "dry" rides to
Wyandot Lake, which is currently primarily a water park. In addition, the
Company owns 400 acres adjacent to Adventure World which are zoned for
entertainment, recreational and residential uses and are available for
complementary uses. Additional acreage owned by the Company and suitable for
development exists at two of the Company's other parks. The Company may use a
portion of the proceeds of this offering to fund expansions at its parks. See
"Use of Proceeds."

<PAGE>
ACQUISITION STRATEGY

The Company expects to achieve further growth beyond that generated from
internal growth at its current parks through selective acquisitions of
additional regional theme parks. Given its decentralized management approach,
the Company has experience in managing assets in diverse locations, and will
therefore not seek acquisitions with any specific geographic focus. In that
connection, the Company may pursue acquisitions of parks located outside of the
United States.

The U.S. regional theme park industry is highly fragmented with over 150
parks owned by over 100 operators. Management believes that numerous acquisition
opportunities exist that would complement its existing operations. The Company
expects that a portion of the proceeds raised in this offering will be used for
acquisitions. While the Company believes that it has the capability to manage
parks of up to 3 million in annual attendance, its primary target for
acquisitions will be regional parks with attendance between 300,000 and 1.5
million annually.

As the only owner of multiple parks in numerous locations that has been
actively making acquisitions of parks in this range over the last several years,
the Company believes it has a number of competitive advantages in acquiring
parks of this size. Historically, operators of destination or large regional
park chains have not generally sought to acquire parks in the Company's primary
target range and do not have the experience or management structure to readily
operate parks of that size profitably. Additionally, as a multi-park operator
with a track record of successfully acquiring, improving and repositioning
parks, the Company has numerous competitive advantages over single-park
operators in pursuing acquisitions. These advantages include the ability to (i)
exercise group purchasing power (for both operating and capital assets); (ii)
achieve administrative economies of scale; (iii) attract greater sponsorship
revenue and support from sponsors with nationally-recognized brands; (iv)
recruit and retain superior management; (v) optimize the use of capital assets
by rotating rides among its parks to provide fresh attractions; and (vi) access
capital markets.

Furthermore, after this offering, the Company will be better able to make
acquisitions where its capital stock forms all or part of the purchase price.
This is particularly important where the seller has a low tax basis in its
assets, which the Company believes is often the case with its acquisition
targets. While the Company expects that many acquisitions will be made for cash,
its ability to use Common Stock for all or part of the purchase price will
provide it with an additional advantage over single-park operators in making
such acquisitions. In most cases the Company will seek to acquire outright
ownership of parks. However, transactions may be undertaken in other forms,
including acquisition of less than full ownership, such as participations in
park management, leases or joint venture arrangements.

The Company expects to improve the operations of acquired parks by following
the operating strategy it employs at its current parks. This includes the
addition of marketable rides and attractions and other park improvements,
enhanced and expanded marketing and sales programs and professional management,
as well as the economies of scale available to the Company as a multi-park
operator. The Company expects to acquire parks which have been undermanaged and
have not benefitted from sustained capital expenditures, and to reposition such
parks through the implementation of its operating strategies. The Company may
also acquire better performing parks which require less additional investment
but where cash flow can be improved through economies of scale and other
enhancements.

The Company intends to locate acquisition targets primarily through its own
direct efforts. Management has extensive contacts throughout the industry and is
an active participant in industry associations. Particular attention is given to
cultivating relationships over time with park owners who appear likely to be or
become potential sellers due to factors such as age or family or economic
circumstances. In addition, the Company has developed a reputation as an active
acquiror of regional parks. Through this reputation and general industry
contacts, the Company believes that it becomes aware of most acquisition
opportunities that develop in its area of focus.

35
<PAGE>
THE THEME PARK INDUSTRY

According to U.S. News & World Report, total North American amusement/theme
park attendance in 1995 was estimated to be approximately 255 million, compared
to 151 million in 1970. Revenue for 1995 was estimated to be approximately $5
billion, up from $321 million in 1970. These increases represent compound annual
growth rates of 2.1% for attendance and 11.6% for revenues over the twenty-five
year period. According to Amusement Business, a recognized industry publication,
total attendance for the 40 largest parks in North America, which include both
destination and regional parks, was 144.5 million in 1995, compared to 123.4
million in 1991, representing a compound annual growth rate of 4.0% over the
period. The Company believes that this growth in the industry reflects two
trends: (i) demographic growth in the 5-24 year old age group, which is expected
to continue through 2010, and (ii) increasing emphasis on family-oriented
leisure and recreation activities.

The theme park industry is characterized by substantial operating leverage
due to the high proportion of expenses that are relatively fixed during any
given year. These expenses include salaries of full-time employees, corporate
overhead, maintenance and upkeep, insurance, sales and marketing and property
taxes. Alternatively, variable expenses, such as cost of products sold, comprise
a relatively small portion of total expenses. As a result, once a theme park
achieves a threshold level of attendance, incremental revenue is subject to a
relatively smaller amount of corresponding expense. Operators therefore seek to
maximize in-park spending and attendance.

Although there is a long history of traditional amusement parks, primarily
family-owned and consisting of thrill rides and midways, the opening of
Disneyland in 1955 introduced the first modern theme park. Several features of
modern theme parks distinguish them from the traditional amusement park whose
carnival atmosphere and thrill rides offered less to families and adults. Theme
parks are designed around one central or several different themes which are
consistently applied to all areas, including the rides, attractions,
entertainment, food, restaurants and landscape. Modern parks also typically
present a variety of free entertainment not found at old-style amusement parks.
Theme parks also offer the visitor numerous and diverse dining establishments in
order to expand length of stay and position the parks as an all-day
entertainment center. Generally, theme parks also plan nighttime entertainment
(such as fireworks) and special events, and keep certain rides open into the
night to further extend the hours of operation. As a result of these
differences, theme parks draw attendance from a wider geographic area and
attract a larger number of people from within a given market. Theme parks also
attract more families and group outings, and the average length of stay and per
capita outlay is greater.

Destination parks are those designed primarily to attract visitors willing
to travel long distances and incur significant expense to visit the parks'
attractions as part of an extended stay. To accommodate vacationers, many
destination parks also include on-site lodging. Walt Disney World and Universal
Studios are well known examples of this type of park. Management believes that
destination parks are typically more dependent on the national economy than are
regional parks. The Company does not believe that its parks compete directly
with destination parks.

Regional theme parks, such as those operated by the Company, are designed to
attract visitors for a full day or a significant number of hours. Management
views regional theme parks as those that draw the majority of their patrons from
within a 50-mile radius of the park and the great majority of their visitors
from within a 100-mile radius of the park. Visiting a regional theme park is
significantly less expensive than visiting a destination park because of lower
transportation expenses, lower ticket prices and the lack of extended lodging
expenses. The U.S. regional theme park industry is highly fragmented with over
150 parks owned by over 100 operators.

36
<PAGE>
DESCRIPTION OF PARKS

The following table summarizes certain operating statistics of each of the
Company's parks.
<TABLE>
<CAPTION>
WHITE
ADVENTURE DARIEN FRONTIER GEAUGA WATER WYANDOT
WORLD LAKE CITY LAKE BAY LAKE
----------------- ---------- -------------- ---------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>

Market............... Washington, D.C./ Buffalo/ Oklahoma City/ Cleveland/Akron/ Oklahoma Columbus
Baltimore Rochester/ Tulsa Youngstown/ City
Syracuse Pittsburgh
Population (000)(1)
within 50 miles..... 6,500 2,200 1,200 4,000 1,200 2,000
within 100 miles.... 10,800 3,100 2,400 7,400 2,400 6,400
Percentage of 1995
patrons
within 50 miles..... 83% 77% 72% 67% 85% 90%
within 100 miles.... 93% 80% 88% 83% 98% 96%
1995 total attendance
(000)................ 726 1,053 544 1,075 327 370
1995 operating
days................. 130 107 134 127 97 132
Year opened.......... 1980(2) 1964 1958 1895 1981 1981
Year acquired........ 1992 1995 1982 1995 1991 1995
Park acres
(public)............. 115(3) 144(4) 60(5) 116(6) 22 18(7)
Total rides and
attractions.......... 47 65 32 60 18 31
Food outlets......... 31 62 26 44 7 11
Merchandise
outlets.............. 16 22 21 25 3 3
Game venues.......... 39 41 34 38 1 9
Theatre capacity..... 1,626 20,550 4,500 500 -- 100
</TABLE>

- ------------

(1) Population figures have been obtained from CACI Marketing Systems, a
marketing firm specializing in demographics, which derived such information
from U.S. Census data.

(2) Prior to 1980, the park operated as a drive-through wildlife preserve.

(3) Does not include approximately 400 acres adjacent to Adventure World owned
by the Company and zoned for entertainment, recreational and residential
uses.

(4) Does not include approximately 242 acres of campgrounds and 593 acres of
agricultural, undeveloped and water areas.

(5) Does not include approximately 30 acres owned by the Company which are
available for complementary uses.

(6) Does not include an approximate 55-acre spring-fed lake and 87 acres of
undeveloped land owned by the Company, approximately 30 acres of which are
suitable for further development.

(7) Does not include approximately 30 acres of parking which Wyandot Lake shares
with the Columbus Zoo. The Company subleases the Wyandot Lake site from the
Columbus Zoo, and the Company is currently discussing with the Columbus Zoo
a lease of an additional five to ten acres of land for the expansion of
Wyandot Lake.

ADVENTURE WORLD

Overview. Adventure World is a combination theme and water park located in
Largo, Maryland, approximately 15 miles east of Washington, D.C. and 30 miles
southwest of Baltimore, Maryland. The park's primary market includes Maryland,
northern Virginia, Washington, D.C. and parts of Pennsylvania and Delaware. This
market provides the park with a permanent resident population base of
approximately 6.5 million people within 50 miles and 10.8 million people within
100 miles. According to a copyrighted 1995-96 study published by A.C. Nielsen
Media Research (the "Nielsen Report"), which measures the number of persons in
television households within a given geographic area or designated market area
("DMA"), the Washington, D.C. and Baltimore markets are the number 7 and number
23 DMAs in the United States, respectively. This market also has a substantial
base of businesses, associations, schools and churches for group sales and
outings, as well as a large tourist market. Based upon in-park surveys,
approximately 83% of the visitors to Adventure World in 1995 resided within a
50-mile radius of the park, and 93% resided within a 100-mile radius.

37
<PAGE>
The Company owns a site of 515 acres, with 115 acres currently used for park
operations. The remaining 400 acres, which are fully zoned for entertainment and
recreational uses, provide the Company with ample expansion opportunity, as well
as the potential to develop complementary operations, such as an amphitheater or
a family entertainment center. Adventure World has 33 adult and 14 children's
rides, 31 food outlets, 16 merchandise outlets, 39 game venues and 4 theaters.
In addition, picnic grounds are available for family and group outings.
Adventure World also offers a complete water park, including a large wave pool,
water slides, a large activity pool, a "lazy river" ride and a children's play
area. The following is a list of certain of the major attractions at Adventure
World.

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- --------------------------------------------- ---------------------------------------------
<S> <C>
Mind Eraser.................................. Inverted suspended steel looping roller
coaster
Tower of Doom................................ Giant drop ride
Python....................................... Return loop steel roller coaster
Wild One..................................... Wooden roller coaster
Renegade Rapids.............................. 1,350-foot long rapids ride
Iron Eagle................................... 83-foot spinning ride
Shipwreck Falls.............................. Splash water ride
Wild West Stunt Show......................... Western stunt show
Antique Cars................................. Gasoline powered cars on guided track
Falling Star................................. 65-foot rotating platform ride
Carousel..................................... 64-piece major carousel
Balloon Ferris Wheel......................... 12-balloon rotating wheel
A Day at the Circus.......................... Themed children's area with 14 rides and
attractions
Paradise Island Water Park................... Water park with 11 rides and attractions
</TABLE>

Adventure World's principal competitors are King's Dominion Park, located in
Doswell, Virginia (near Richmond); Hershey Park, located in Hershey,
Pennsylvania; and Busch Gardens, located in Williamsburg, Virginia. These parks
are located approximately 120, 125 and 175 miles, respectively, from Adventure
World.

History and Recent Operating Results. Adventure World was originally
developed in the 1970s as a drive-through wild life preserve. After 1980, the
park was converted by the prior owners into a combination theme and water park,
with an emphasis on the water park component. Prior to the Company's acquisition
of Adventure World in early 1992, the theme park component lacked sufficient
rides and attractions, as well as appropriate theming.

Employing its strategy of acquiring undermanaged parks and significantly
improving operations and marketable attractions, the Company implemented new
marketing, sales and promotional programs and aggressively expanded the
attractions at the park, adding (i) ten major new rides through the 1995 season;
(ii) an elaborately themed new children's area with 14 new rides and
attractions; and (iii) a major new western themed area. The Company also
upgraded and expanded the picnic/festival grounds. This capital program,
entailing a capital investment of approximately $23.6 million through 1995,
together with creative marketing and promotional programs, have enabled the
Company to increase Adventure World's attendance and revenue during the three
years ended December 31, 1995 at compounded annual rates of 25.9% and 36.2%,
respectively, and to increase park-level operating cash flow from $77,600 in
1992 to $3.5 million in 1995. As a result of these achievements, the park was
voted the "Most Improved Park" in the United States according to Inside Track
Magazine for each of 1992, 1993 and 1994. In addition, in 1994 and 1995, the
park received the Platinum Award from Ellis & Associates, leading international
water safety consultants, for achieving a perfect score on safety tests
administered by Ellis & Associates.

38
<PAGE>

The following table sets forth certain information with respect to the
operations of Adventure World since its acquisition by the Company in January
1992.

<TABLE>
<CAPTION>
1992 1993 1994 1995
------ ------ ------- -------
<S> <C> <C> <C> <C>
Total revenues (000).................................... $6,103 $9,785 $12,733 $15,419
Total attendance (000).................................. 363 524 625 726
Revenues per visitor.................................... $16.80 $18.67 $ 20.36 $ 21.23
In-park spending per visitor............................ $ 7.01 $ 7.50 $ 8.36 $ 8.80
Number of operating days................................ 116 121 121 130
Capital expenditures(1) (000)........................... $ 931 $6,159 $ 9,365 $ 7,136
</TABLE>

- ------------

(1) Capital expenditures shown above and in the following individual park tables
are calculated on a project-year basis, i.e., amounts shown for each year
represent expenditures incurred during and prior to the park's operating
season for that year.

Strategy. The Company's strategy is to continue its capital investment and
marketing programs at Adventure World in order to further penetrate the densely
populated Washington, D.C./Baltimore market and to achieve further growth in
attendance and per capita spending. The Company is making capital improvements
at Adventure World of approximately $4.3 million for the 1996 season to fund the
development of additional rides, attractions and revenue generating locations,
as well as general park improvements. Among the major improvements for 1996 are
a 140 foot giant drop ride, a go-cart track, an air-conditioned saloon and
theatre and additional food and other revenue outlets.

Marketing programs at Adventure World for the 1996 season will continue to
utilize Cal Ripken, Jr., the Baltimore Orioles all-star shortstop, as the park's
official spokesperson for radio, television and other advertising. Additionally,
signage for Adventure World is being added at Camden Yards, the Oriole stadium,
and promotional events involving the Orioles are planned. Pepsi has also agreed
to expand its sponsorship of the park, which will result in expanded advertising
and sponsorship support by Pepsi, including promotion of the park on millions of
Pepsi cans throughout the summer. In addition, during the 1996 season,
McDonald's will become a promotional partner of the park for the first time.

The Company intends to add sales representatives and increase direct mail
programs in order to expand its group sales and pre-sold ticket business,
increase its season pass sales and capitalize on the substantial tourist market
in the Washington, D.C. area, with a particular emphasis on visiting student
groups and families. The Company is also considering adding complementary
entertainment attractions at the park, such as an amphitheater, either alone or
in conjunction with joint venture partners. Management also intends to extend
weekend operations before and after the current operating season, to expand
special events (such as its Oktoberfest and Hallowscream events) and to increase
its night business through evening discount programs. Given the size of the
Washington, D.C./Baltimore market and the capital investment and marketing
programs planned at Adventure World, management believes that Adventure World
has the potential to reach annual attendance of at least 1.5 million within the
next five to seven years.

DARIEN LAKE & CAMPING RESORT

Overview. Darien Lake, a combination theme and water park, is the largest
theme park in the State of New York and the 46th largest theme park in the
United States based on 1995 attendance of 1.1 million. Darien Lake is located
off Interstate 90 in Darien Center, New York, approximately 30, 120 and 40
miles, from Buffalo, Syracuse and Rochester, New York, respectively. The park's
primary market includes upstate New York, western and northern Pennsylvania and
southern Ontario, Canada. This market provides the park with a permanent
resident population base of approximately 2.2 million people within 50 miles of
the park and 3.1 million with 100 miles. According to the Nielsen Report, the
Buffalo, Syracuse and Rochester markets are the number 39, number 69 and number
73 DMAs in the

39
<PAGE>
United States, respectively. Based upon in-park surveys, approximately 77% of
the visitors to Darien Lake in 1995 resided within a 50-mile radius of the park,
and 80% resided within a 100-mile radius.

The Darien Lake property consists of approximately 1,000 acres, including
144 acres for the theme park, 242 acres of campgrounds, and 593 acres of
agricultural, undeveloped and water areas. Darien Lake has 26 "wet" rides, 19
"dry" rides, 20 children's rides, 41 game venues, 62 food outlets, 22
merchandise outlets and five arcades. Darien Lake also has a 20,000 seat
amphitheatre. Following the 1995 season, the Company entered into a long-term
agreement with a national concert promoter, who has agreed to fund approximately
$2.5 million of capital improvements at the amphitheatre (include a new stage,
improved restroom facilities and a roof over a substantial portion of the
permanent seating area) and to book at least 20 concerts per season featuring
nationally-recognized performers.

Adjacent to the Darien Lake theme park is a camping resort owned and
operated by the Company with 1,180 developed campsites, including 330
recreational vehicles available for daily and weekly rental. In addition, there
are 500 other campsites available for tenting. Darien Lake is one of the few
theme parks in the United States which offers a first class campground adjacent
to the park. The campground is the fifth largest in the United States and was
rated three stars on facilities and five stars on recreation by Woodalls 1995
North American Edition of The Campground Directory. In 1995, 242,000 people used
the Darien Lake campgrounds. Since admission to the campgrounds requires
visitors to also purchase admission tickets to the theme park, the Company
believes that substantially all of the camping visitors use the theme park. The
following is a list of certain of the major attractions at Darien Lake.

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- --------------------------------------------- ---------------------------------------------
<S> <C>
The Giant Wheel.............................. Second largest North American ferris wheel
The Predator................................. Wooden roller coaster with 100-foot hill
The Viper.................................... Steel looping roller coaster
Nightmare at Phantom Cave.................... Indoor roller coaster
Cuda Falls................................... Four-tube slide complex
Performing Arts Center....................... 20,000 seat capacity outdoor amphitheater
Hook's Lagoon................................ A five-story family interactive water
attraction
Chance Train................................. Train ride around lake
Grizzly Run.................................. White-water raft ride
Grand Prix................................... Formula K race cars
Thunder Rapids............................... Half-mile long flume ride
Sky Coaster.................................. 180-foot hang-gliding attraction
Barracuda Bay................................ Water park with 15 rides
Campground................................... Four-star camping facility
Popeye's Seaport............................. Themed children's area with 10 rides and
attractions
Adventureland................................ Children's area with 10 "dry" rides
</TABLE>

Darien Lake's principal competitor is Wonderland Park located in Toronto,
Canada, approximately 125 miles from Darien Lake. In addition, Darien Lake
competes to a lesser degree with three smaller amusement parks located within 50
miles of the park. Darien Lake is significantly larger with a more diverse
complement of entertainment than any of these three smaller facilities. Unlike
Darien Lake, none of these parks have camping facilities or large concert
venues.

History and Recent Operating Results. Darien Lake was opened in 1964. From
1991 to 1995, revenue at the park averaged approximately $21.6 million. The
Company believes that under prior ownership the park suffered from a lack of
capital investment in marketable rides and attractions and creative marketing.
This provides a significant opportunity for improved performance under the
Company's management.

40
<PAGE>
The following table sets forth certain information with respect to the
operations of Darien Lake since 1991.

1991 1992 1993 1994 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Total revenues (000)........................ $21,602 $20,005 $21,682 $22,202 $22,706
Total attendance (000)...................... 1,103 974 1,010 1,038 1,053
Revenues per visitor........................ $ 19.58 $ 20.54 $ 21.47 $ 21.39 $ 21.56
In-park spending per visitor(1)............. $ 11.81 $ 12.66 $ 13.45 $ 13.62 $ 13.70
Number of operating days.................... 120 118 109 106 107
Capital expenditures (000).................. $ 700 $ 1,050 $ 1,157 $ 3,002 $ 300
</TABLE>

- ------------

(1) Includes campground revenue.

Strategy. The Company believes Darien Lake has significant growth potential.
To achieve this potential, the Company is (i) adding marketable new rides and
attractions (with particular emphasis on increasing the children's component of
the park and upgrading the water park facilities); (ii) improving the quality of
the park's daily live shows; (iii) upgrading the quality of the merchandise
outlets and restaurants; (iv) improving the park's theming, signage and
landscaping; and (v) implementing more professional and creative marketing,
sales and promotional programs which emphasize the park's improved product
offerings. Among the major new attractions in 1996 will be an indoor roller
coaster, a five-story family interactive water attraction, and a new themed
children's area with 10 rides and attractions using the Popeye characters, which
have been licensed by the Company. Of its capital expenditure budget for 1996,
the Company is spending approximately $8.3 million on Darien Lake, as compared
to an average of $1.2 million spent by Funtime for the five prior seasons.

The 1996 marketing program for Darien Lake includes the targeting of
potential patrons in outer markets, who the Company believes represent a
significant untapped market. Darien Lake has also expanded its sponsorship
relationship with Pepsi, which will result in higher payments by Pepsi to the
Company and increased advertising and sponsorship support by Pepsi. In that
connection, Pepsi has agreed to increase the number of cans on which promotion
of the park appears and to include the promotion on cans sold in additional
markets.

The Company believes there is significant potential to increase cash flow by
taking further advantage of the Performing Arts Center, a 20,000 seat
amphitheatre. To this end, following the 1995 season, the Company entered into a
long-term arrangement with a national concert promoter pursuant to which the
promoter will fund approximately $2.5 million of capital improvements at the
Center prior to the 1996 season (including a new stage, improved restroom
facilities and a roof over a substantial portion of the permanent seating area)
and agreed to book at the Center at least 20 concerts per season featuring
nationally recognized performers. The promoter will pay the Company a base
annual fee plus a fee based on concert attendance and will fund all concert
expenses and certain other operating expenses. To increase revenue at the Darien
Lake campgrounds, the Company has, among other things, added new recreational
vehicles for rental. During 1995, a number of Darien Lake's food and game
outlets and certain attractions were operated by third parties with whom the
former owner divided revenues. The Company has bought out certain of these
arrangements in order to secure all of the revenues from such concessions.
Lastly, as with the other acquired parks, the Company will add special events
before, during and after the season. Given its historical levels of attendance,
the size of its market and the capital investment and marketing programs planned
at Darien Lake, the Company believes that Darien Lake has the potential to reach
annual attendance of at least 1.5 million within the next five to seven years.

41
<PAGE>
FRONTIER CITY

Overview. Frontier City is a western theme park located along Interstate 35
in northeast Oklahoma City, Oklahoma, approximately 100 miles from Tulsa. The
park's market includes nearly all of Oklahoma and certain parts of Texas and
Kansas, with its primary market in Oklahoma City and Tulsa. This market provides
the park with a permanent resident population base of approximately 1.2 million
people within 50 miles of the park and 2.4 million people within 100 miles.
According to the Nielsen Report, the Oklahoma City and Tulsa markets are the
number 43 and number 59 DMAs in the United States, respectively. This market
also has a substantial base of businesses, associations, schools and churches
for group sales and outings. Based upon in-park surveys, approximately 72% of
the visitors to Frontier City in 1995 resided within a 50-mile radius of the
park, and 88% resided within a 100-mile radius.

The Company owns a site of approximately 90 acres, with 60 acres currently
used for park operations. The remaining 30 acres provide the Company with the
potential to develop complementary operations, such as campgrounds or an
amphitheatre. Frontier City has 22 adult and 10 children's rides, 26 food
outlets, 21 merchandise outlets, 34 game venues and four theaters. In addition,
the Company professionally produces eight live shows daily, such as country
music shows, a 50's musical revue and a magic show, and holds a concert series
each summer. In addition, Fort Frontier, a 12,000 square foot air-conditioned
mall and main event center, contains numerous food and retail locations, an
entertainment center and a 500-seat western opera house. In the off-season, the
center serves as a banquet facility, accommodating groups of up to 1,500 people.
Picnic grounds are also available for family picnics and group outings. The
following is a list of certain of the major attractions at Frontier City.

<TABLE>
<CAPTION>
ATTRACTIONS DESCRIPTION
- --------------------------------------------- ---------------------------------------------
<S> <C>
Silver Bullet................................ Looping steel roller coaster
Wildcat...................................... Wooden roller coaster
Nightmare.................................... Indoor steel roller coaster
Diamond Back................................. Backwards looping steel roller coaster
Time Warp.................................... Double looping gondolas
Sky Coaster.................................. 135-foot hang-gliding attraction
Thunder Road................................. Go-cart track
Renegade Rapids.............................. River rapids ride
Red River Logging Co. ....................... Log flume
Prairie Schooner............................. Swinging ship
Grand Centennial Wheel....................... Giant ferris wheel
Swingin' Six Guns............................ Flying swings
O.K. Kiddie Corral........................... Themed children's area with multiple rides
and attractions
</TABLE>

Frontier City's only significant competitor is Six Flags Over Texas located
in Arlington, Texas, approximately 225 miles from Frontier City.

History and Recent Operating Results. Frontier City opened in 1958 as a
replica of an 1880s western town and was acquired by the Company in 1982. The
Company began redeveloping the park after the 1989 season with a two-year, $7.0
million capital program to reposition and revitalize the park. In addition to
extensive western theming and landscaping and general upgrading of the physical
plant, capital improvements included the addition of three major rides, the
expansion and improvement of the O.K. Kiddie Corral children's area (including
the addition of three children's rides), the expansion and theming of the group
picnic facilities and the addition of Fort Frontier. The effect of these capital
improvements, combined with an aggressive marketing program, was to increase the
park's attendance and revenue by approximately 54% and 83%, respectively, from
1989 to 1991. Since 1991, the park has achieved steady growth in annual revenue
to $9.1 million in 1995 and has maintained annual

42
<PAGE>
attendance in the range of approximately 500,000. As a result of these efforts,
Frontier City has received numerous community and industry awards and was named
the 1991 Tourist Attraction of the Year by the State of Oklahoma Department of
Tourism and Recreation.

The following table sets forth certain information with respect to the
operations of Frontier City since 1989.

<TABLE>
<CAPTION>
1989(1) 1990 1991 1992 1993 1994 1995
------------------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Total revenues (000)................... $ 4,140 $5,571 $7,579 $8,289 $8,658 $8,990 $9,070
Total attendance (000)................. 331 398 508 496 503 506 544
Revenues per visitor................... $ 12.53 $14.02 $14.91 $16.73 $17.20 $17.76 $16.67(2)
In-park spending per visitor........... $ 5.01 $ 5.44 $ 5.66 $ 6.70 $ 6.92 $ 7.09 $ 6.32(2)
Number of operating days(3)............ 96 117 117 136 136 137 134
Capital expenditures (000)............. $ 558 $1,588 $5,459 $ 904 $1,824 $2,161 $1,537
</TABLE>

- ------------

(1) Reflects results prior to the Company's implementation of a $7.0 million
capital improvement program.

(2) The reduction in revenues and in-park spending per visitor in 1995 primarily
reflects the effects of the sale of an additional 20,000 season passes in
1995. Season pass sales generally decrease ticket revenue per customer since
season pass holders tend to visit the parks frequently. In addition,
although these patrons visit the park more often than other customers, the
Company believes that they generally spend less during each visit.

(3) Includes the Hallowscream and Oktoberfest events.

Strategy. Management believes that as a result of its capital improvement
program to date, Frontier City has reached an appropriate level of attractions
for its market size. As a result, with maintenance-level capital expenditures in
the range of $300,000 to $400,000 per year and additions of new marketable
attractions every two or three years, the Company believes that the park should
be able to build upon its performance by achieving moderate attendance growth,
gradually increasing ticket prices and increasing in-park spending, as well as
improving operating margins as revenue increases. Prior to the 1996 season, the
Company added a go-cart track at Frontier City.

The Company conducts weekend activities in the off-season at Frontier City,
including special events such as Hallowscream and Oktoberfest. Management will
consider expanding these activities in the future (for example, by adding
Christmas events). The Company may also consider adding a campground and a
concert venue at the park.

Because of the geographic proximity of Frontier City and White Water Bay,
the Company seeks to take advantage of operational efficiencies and other tie-in
benefits at these parks. For example, the Company enhanced its joint marketing
program for Frontier City and White Water Bay with a revised season pass program
for 1995 which offers unlimited use of both facilities for a single price. As a
result of this simplified joint program, season passes sold for 1995 for
Frontier City and White Water Bay exceeded 36,500, as compared to 17,800 in
1994.

GEAUGA LAKE

Overview. Geauga Lake is a combination theme and water park, and is the 42nd
largest theme park in the United States based on 1995 attendance of 1.1 million.
Geauga Lake is located in Aurora, Ohio, 20 miles southeast of Cleveland and
approximately 30, 60 and 120 miles, respectively, from Akron and Youngstown,
Ohio and Pittsburgh, Pennsylvania. This market provides the park with a
permanent resident population base of approximately 4.0 million people within 50
miles of the park and 7.4 million within 100 miles. According to the Nielsen
Report, the Cleveland/Akron, Youngstown and Pittsburgh markets are the number
13, number 95 and number 19 DMAs in the United States, respectively. Based upon
in-park surveys, approximately 67% of the visitors to Geauga Lake in 1995
resided within a 50-mile radius of the park, and 83% resided within a 100-mile
radius.

43
<PAGE>
The 257-acre property on which Geauga Lake is situated includes a 55-acre
spring-fed lake. The theme park itself presently occupies approximately 116
acres. There are approximately 87 acres of undeveloped land (of which
approximately 30 acres have the potential for further development). Geauga Lake
features over 60 "wet" and "dry" attractions, a tidal wave pool, 38 game venues,
44 food outlets, 25 merchandise outlets, three theatres and two arcades. Rainbow
Island, the park's "dry" area for young children, featured 16 children's rides.
Turtle Beach, a 1.4-acre water activity area designed exclusively for children
ages two through twelve, is located adjacent to Rainbow Island. The following is
a list of certain of the major attractions at Geauga Lake.

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- --------------------------------------------- ---------------------------------------------
<S> <C>
Mind Eraser.................................. Forward and backward roller coaster with five
elements
The Double Loop.............................. Steel roller coaster
The Big Dipper............................... Wooden roller coaster
Texas Twister................................ Top spin ride
The Raging Wolf Bobs......................... 85-foot high wooden roller coaster
Stingray Slides.............................. 70-foot tall water slides
Euro Racers.................................. Grand prix raceway
The Wave..................................... Tsunami tidal wave pool
Neptune Falls................................ 1,600-foot, four-flumed water slide complex
The Rampage.................................. Two high-speed water slides
Grizzly Run.................................. River rapids ride
Turtle Beach................................. Children's water park
Rainbow Island............................... Children's ride area
</TABLE>

Geauga Lake's principal competitors are Cedar Point located in Sandusky,
Ohio and Kennywood, located in Pittsburgh, Pennsylvania. These parks are located
approximately 90 miles and 120 miles, respectively, from Geauga Lake. There are
also three small water parks within a 50-mile radius of Geauga Lake, and Sea
World, a marine park, is on the other side of Geauga Lake. While Sea World does,
to some extent, compete with Geauga Lake for patrons, it is a complementary
attraction, and many patrons visit both facilities.

History and Recent Operating Results. Geauga Lake has been in continuous
operation for over 100 years. The park was one of the first theme parks in the
United States to introduce a complete water entertainment complex within a
traditional theme park at no additional charge to visitors. From 1991 to 1995
revenue at the park averaged approximately $23.1 million. The Company believes
that this park, like the other parks acquired in the Funtime Acquisition,
suffered under prior ownership from a lack of capital investment in marketable
rides and attractions and creative marketing. This provides a significant
opportunity for improved performance under the Company's management.

The following table sets forth certain information with respect to the
operations of Geauga Lake since 1991.

<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Total revenues (000)........................ $22,341 $22,298 $24,097 $23,106 $23,781
Total attendance (000)...................... 1,140 1,107 1,177 1,068 1,075
Revenues per visitor........................ $ 19.60 $ 20.14 $ 20.47 $ 21.63 $ 22.12
In-park spending per visitor................ $ 10.68 $ 11.08 $ 11.26 $ 11.88 $ 11.86
Number of operating days.................... 115 115 111 116 127
Capital expenditures (000).................. $ 1,650 $ 1,050 $ 3,050 $ 913 $ 1,805
</TABLE>

Strategy. The Company believes Geauga Lake has significant growth potential.
To achieve this potential, the Company is (i) adding marketable new rides and
attractions; (ii) improving the quality of

44
<PAGE>
the park's daily live shows; (iii) upgrading the quality of the merchandise
outlets and restaurants; (iv) improving the park's theming, signage and
landscaping; and (v) implementing more professional and creative marketing
programs, with an emphasis on the park's improved product offerings. Among the
major new improvements for 1996 are a forward/backward roller coaster, a river
rapids ride and a complete renovation of the park's front gate and entry plaza.
Of its capital expenditure budget for 1996, the Company is spending
approximately $8.6 million on Geauga Lake as compared to an average of $1.7
million spent by Funtime for the five prior seasons.

In conjunction with these improvements, the Company is increasing its
marketing and sales activities for the 1996 season to corporate sponsors as well
as to the public. In that connection, the park has replaced its beverage sponsor
with Coca-Cola. This arrangement will result in higher beverage sponsorship
payments to the park, and Coca-Cola has agreed to an expanded level of
advertising and sponsorship support, including promotion of the park on Coke
cans in multiple markets, including Cleveland and Pittsburgh, for the entire
season.

The Company will also take greater advantage of its location next to Sea
World of Ohio. As a unique destination marine park, Sea World, which is located
directly across Geauga Lake, is able to attract visitors from a much wider
geographical area than Geauga Lake. Historically, the two parks have not
participated in any co-marketing programs. During 1996, the Company and Sea
World will conduct joint marketing programs in outer market areas, including
Detroit, involving joint television advertising of combination passes. In
addition, combination tickets will be sold at each park. To increase attendance
and revenue prior to Memorial Day and after Labor Day, the Company is planning
to expand off-season special events such as Oktoberfest and Hallowscream. The
Company intends to develop Geauga Lake's 30 acres of unutilized land for
complementary uses. Lastly, as with the other acquired parks, the Company has
bought out third-party game concessionaires who had shared game revenue with the
prior owners of the park. Given its historical levels of attendance, the size of
its market and the capital investment and marketing programs planned at Geauga
Lake, the Company believes that Geauga Lakes has the potential to reach annual
attendance of at least 1.5 million within the next five to seven years.

WHITE WATER BAY

Overview. White Water Bay is a tropical themed water park located along
Interstate 40 in southwest Oklahoma City, Oklahoma. The park is the 15th largest
water park in the United States based on 1995 attendance of approximately
327,000. The park's primary market includes the greater Oklahoma City
metropolitan area. According to the Nielsen Report, Oklahoma City is the number
43 DMA in the United States. This market provides the park with a permanent
resident population base of approximately 1.2 million people within 50 miles of
the park and 2.4 million people within 100 miles. White Water Bay also attracts
group sales from groups such as churches and other civic organizations. Based
upon in-park surveys, approximately 85% of the visitors to White Water Bay in
1995 resided within a 50-mile radius of the park, and 98% resided within a
100-mile radius.

The Company owns a site of 22 acres, all of which are currently used for
park operations. White Water Bay features a 500,000 gallon wave pool, an eight
story multiple slide ride, a 450,000 gallon activity pool, nine slides, a "lazy
river" ride, a children's activity pool and four volleyball courts. White Water
Bay also has a full service restaurant and two snack stands. Raft and locker
rentals are also available. In addition, the park has picnic grounds for family
and group outings. The following is a list of certain of the major attractions
at White Water Bay.

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<PAGE>

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- --------------------------------------------- ---------------------------------------------
<S> <C>
White Water Bay.............................. Wave pool
Castaway Creek............................... Lazy river
Acapulco Cliff Dive.......................... Speed slide
Bermuda Triangle............................. Multiple slide complex
Shipwreck Island............................. Activity pool
Kid's Cove................................... Kiddie pool
Tad Pool..................................... Kiddie pool
Black Beard's Revenge........................ Water slide
The Rapids................................... Splash pool ride
Big Kahuna................................... White water rafting ride
Swashbuckler Flumes.......................... Slide complex
</TABLE>

There are no other water parks located in Oklahoma City and, therefore, the
Company's primary competition is from other outdoor water activities, such as
local swimming pools.

History and Recent Operating Results. White Water Bay was originally opened
in 1981 and was acquired by the Company in 1991. While the park was fairly
well-developed and maintained under its prior ownership, the Company has
expanded the park with the addition of a major white water raft ride, two speed
slides, a full service restaurant and a picnic pavilion. Since the Company's
acquisition of the park in 1991, the park has achieved average annual attendance
of approximately 295,000 and average annual revenues of approximately $3.3
million.

The following table sets forth certain information with respect to the
operations of White Water Bay since 1991.

<TABLE>
<CAPTION>
1991 1992(1) 1993 1994 1995
------ ------------------- ------ ------ ------
<S> <C> <C> <C> <C> <C>
Total revenues (000).............................. $3,335 $ 3,001 $3,417 $3,176 $3,475
Total attendance (000)............................ 320 257 295 277 327
Revenues per visitor.............................. $10.43 $ 11.68 $11.60 $11.47 $10.64(2)
In-park spending per visitor...................... $ 3.02 $ 3.33 $ 3.35 $ 3.15 $ 3.14
Number of operating days.......................... 103 110 102 102 97
Capital expenditures (000)........................ $ 423 $ 202 $ 202 $ 596(3) $ 56
</TABLE>

- ------------

(1) Although each of the Company's parks was adversely affected by inclement
weather in 1992, White Water Bay, as a water park, was particularly affected
by such weather. See "Risk Factors--Effects of Inclement Weather; Seasonal
Fluctuations of Operating Results."

(2) The reduction in revenues per visitor in 1995 primarily reflects the effects
of the sale of an additional 20,000 season passes in 1995. Season pass sales
generally decrease ticket revenue per customer since season pass holders
tend to visit the parks frequently.

(3) Of such amount, $150,000 was funded by Pepsi in connection with a
sponsorship arrangement.

Strategy. Stand-alone water parks are by their nature less capital intensive
than theme parks. As a result of the capital expenditures made in recent years,
management expects that White Water Bay will require minimal ongoing capital
expenditures of approximately $75,000 per year and additions of new attractions
every three or four years. In addition, the Company plans to continue to develop
special events at the park, such as youth dances. Through this strategy, the
Company believes that the park should generate a consistent annual attendance in
the range of 280,000 to 320,000. In addition, White Water Bay expects to
continue to benefit from the joint marketing initiatives with Frontier City
described above.

46
<PAGE>
WYANDOT LAKE

Overview. Wyandot Lake, which has 13 water rides, is the 12th largest water
park in the United States based on 1995 attendance of approximately 370,000. The
park also has 18 "dry" rides. Wyandot Lake is located just outside of Columbus,
Ohio, adjacent to the Columbus Zoo on property sub-leased from the Columbus Zoo.
The park's primary market includes the Columbus metropolitan area and other
central Ohio towns. This market provides the park with a permanent resident
population base of approximately 2.0 million people within 50 miles of the park
and approximately 6.4 million people within 100 miles. The Columbus market,
according to the Nielsen Report, is the number 34 DMA in the United States.
Based on in-park surveys, approximately 90% of the visitors to Wyandot Lake in
1995 resided within a 50-mile radius of the park, and 96% resided within a
100-mile radius.

The Company leases from the Columbus Zoo the land, the buildings and several
rides which existed on the property at the time the lease was entered into in
1983. The current lease expires in 1998 and the Company has two five-year
renewal options. The land leased by Wyandot Lake consists of approximately 18
acres. The park shares parking facilities with the Columbus Zoo. Wyandot Lake
features a variety of "wet" and "dry" attractions, including a "wet" and "dry"
area for young children. The following is a list of certain of the major
attractions at Wyandot Lake.

<TABLE>
<CAPTION>
ATTRACTION DESCRIPTION
- ---------------------------------------- ----------------------------------------
<S> <C>
Christopher's Island Discovery Five-story family interactive water
Treehouse............................... attraction
Zuma Falls.............................. Twin passenger tube slide
Parrot Beach............................ Children's water attraction
Jet Stream.............................. Twin passenger tube slide
Canoochee Creek......................... Adult water attraction
Buccaneer Bay........................... Children's water attraction
Phantom Tunnel Hydro Tube............... A 300-foot enclosed water slide
Wild Rage............................... 70-foot water slide
Star Fish Ferris Wheel.................. A 52-foot high ferris wheel
Wild Tide Wave Pool..................... 30,000 sq. foot tidal wave pool
Sea Dragon Roller Coaster............... Small wooden roller coaster
Water Coil ............................. A two-flumed water slide
Uncle Al's Treehouse.................... Children's playground
</TABLE>

Wyandot Lake's direct competitors are King's Island and The Beach, each
located in Cincinnati, Ohio, and Cedar Point, located in Sandusky, Ohio. These
three parks are each located approximately 100 miles from Wyandot Lake. Although
the Columbus Zoo is located adjacent to the park, it is a complementary
attraction, with many patrons visiting both facilities.

History and Recent Operating Results. Wyandot Lake has been in operation
since 1981. From 1991 to 1995, revenue at the park averaged approximately $4.4
million. The Company believes that under prior ownership the park suffered from
a lack of capital investment in marketable rides and attractions and creative
marketing. This provides a significant opportunity for improved performance
under the Company's management.

47
<PAGE>
The following table sets forth certain information with respect to
operations of Wyandot Lake since 1991.

<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Total revenues (000)..................................... $4,000 $3,830 $4,755 $4,597 $5,059
Total attendance (000)................................... 350 324 388 361 370
Revenues per visitor..................................... $11.43 $11.82 $12.26 $12.73 $13.67
In-park spending per visitor............................. $ 5.02 $ 5.20 $ 5.17 $ 5.27 $ 5.26
Number of operating days................................. 101 116 111 111 132
Capital expenditures (000)............................... $ 450 $ 610 $ 276 $ 556 $ 155
</TABLE>

Strategy. The Company believes that Wyandot Lake has significant growth
potential. Of its capital expenditure budget for 1996, the Company is spending
approximately $2.1 million on Wyandot Lake (as compared to an average of
$409,000 spent by Funtime for the five prior seasons), primarily to expand the
water park area and add Christopher's Island Discovery Treehouse, a five-story
family interactive water attraction. This attraction, which is the largest
single capital expenditure at the park in over twelve years, expands the water
area of the park by 30% by adding a new section to the park. The Company is
implementing aggressive marketing and sales activities for the 1996 season to
corporate sponsors as well as to the public to highlight these park upgrades. In
that connection, Coca-Cola has agreed to become a sponsor of the park for 1996,
which will result in higher beverage sponsorship revenue and expanded
promotional and marketing supporting for the park. The Company also expects
Wyandot Lake to benefit from the $75 million planned expansion of the Columbus
Zoo located adjacent to the park. The Company is currently discussing with the
Zoo the addition of five to ten acres to Wyandot Lake which, if obtained, will
facilitate a significant expansion of the existing park. In an effort to attract
visitors going to the Columbus Zoo, Wyandot Lake participates in joint local
advertising programs with the Columbus Zoo and is implementing other marketing
programs to capitalize on the park's close proximity of the Zoo. As with the
other acquired parks, the Company will seek to add special events.

MARKETING AND PROMOTION

The Company attracts visitors through multi-media marketing and promotional
programs for each of its parks. These programs are tailored to address the
different characteristics of their respective markets and to maximize the impact
of specific park attractions and product introductions. All marketing and
promotional programs are updated or completely revamped each year to address new
developments. During the three years ended December 31, 1995, the Company
incurred advertising expense of approximately $2.8 million, $3.7 million and
$5.7 million (including approximately $1.5 million expended with respect to the
acquired parks after the Funtime Acquisition), respectively. During 1993 and
1994, Funtime incurred approximately $5.1 million and $5.2 million,
respectively, in such expense.

The Company believes that the local orientation of its marketing programs is
a key ingredient to successfully promoting its parks. For example, Cal Ripken,
Jr., the all-star shortstop for the Baltimore Orioles, serves as official
spokesperson for Adventure World, making numerous appearances in radio and
television commercials, and Olympic gymnast Shannon Miller, an Oklahoma City
resident, has opened rides at White Water Bay. The Company also develops
partnership relationships with well-known national and regional sponsors to
supplement its advertising efforts and to provide attendance incentives in the
form of discounts and/or premiums. Such arrangements have been made with Pepsi,
McDonald's, Coca-Cola, Taco Bell, Blockbuster, 7-Eleven, Wendy's and various
supermarket chains.

The Company has also arranged for popular local radio and television
programs to be filmed or broadcast live from its parks. The Company's Friday
evening teen dances at Frontier City are broadcast as thirty-minute shows with
an MTV-style format by a Fox Television affiliate on Saturday evenings.

48
<PAGE>
These strategies have been well received in local markets, and have been an
integral element of Premier's growth.

Group sales and pre-sold tickets provide the Company with a consistent and
stable base of attendance, representing over 39.3% of aggregate attendance in
1995. Each park has a group sales and pre-sold ticket manager and a well-trained
sales staff dedicated to selling multiple group sales and pre-sold ticket
programs through a variety of methods, including direct mail, telemarketing and
personal sales calls. Premier has increased its group sales and pre-sold ticket
business at the three parks owned prior to the Funtime Acquisition by
approximately 59.6% from 1992 to 1995.

The Company has also developed effective programs for marketing season pass
tickets. Since its acquisition of Adventure World in 1992, the Company has
increased season passes sold at the park from approximately 2,000 in 1991 to
over 10,700 in 1995. In 1995, the Company revised its joint marketing program
for Frontier City and White Water Bay, and season passes sold at these parks
increased from approximately 17,800 in 1994 to over 36,500 in 1995. During 1995,
15.6% of visitors to the Company's parks utilized season passes. Season pass
sales establish a solid attendance base in advance of the season, thus reducing
exposure to inclement weather. Additionally, season pass holders often bring
paying guests and generate "word-of-mouth" advertising for the parks. Management
believes that incremental attendance from season pass sales has a positive
effect on operating results. The increased in-park spending which results from
season passes is not offset by incremental operating expenses, since such
expenses are relatively fixed during the operating season.

A significant portion of the Company's attendance is attributable to the
sale of discount admission tickets. The Company offers discounts on season and
multi-visit tickets, tickets for specific dates and tickets to affiliated groups
such as businesses, schools and religious, fraternal and similar organizations.
Management believes that incremental attendance from discount sales activities
has a positive effect on operating results. The increased in-park spending which
results from such attendance is not offset by incremental operating expenses,
since such expenses are relatively fixed during the operating season. In 1995,
approximately 86.2% of park patrons were admitted at a discount rate and
approximately 45.1% of the Company's revenue was attributable to in-park
spending.

The Company also implements promotional programs as a means of targeting
specific market segments not reached through its group or retail sales efforts.
The promotional programs utilize coupons, sweepstakes, reward incentives and
rebates to attract additional visitors. These programs are implemented through
direct mail, telemarketing, direct response media and sponsorship marketing. The
special promotional offers are usually for a very limited period of time and
offer a reduced admission price or provide some additional incentive to purchase
a ticket.

PARK OPERATIONS

The Company is headquartered in Oklahoma City, Oklahoma and New York, New
York and operates in five geographically diverse markets: Washington,
D.C./Baltimore, Maryland; Buffalo/ Rochester, New York; Cleveland, Ohio;
Columbus, Ohio; and Oklahoma City, Oklahoma. Each park is managed by a general
manager who reports to the Company's Chief Operating Officer and is responsible
for all operations and management of the individual parks. Advertising, ticket
sales, community relations and hiring and training of personnel are the
responsibility of individual park management in coordination with corporate
support teams. The Company has systems and controls in place for the daily
tracking and monitoring of revenues and expenses associated with ticket sales
and in-park spending.

Each of the Company's parks is managed by a full-time, on-site management
team under the direction of the general manager. Each such management team
includes senior personnel responsible for operations and maintenance, marketing
and promotion, human resources and merchandising. Park management compensation
structures are designed to provide incentives (including stock options and

49
<PAGE>
cash bonuses) for individual park managers to execute the Company's strategy and
to maximize revenues and profits at each park.

Each of the Company's parks is operated, to the extent practicable, as a
separate operating division of the Company in order to maximize local marketing
opportunities and to provide flexibility in meeting local needs. For example,
local park management recommends local advertising focus, annual operating
schedules and application of available capital.

The Company maintains a trained security force to administer the parks'
crowd control policies and guest screening procedures and to enforce the parks'
rules relating to behavior of guests in the parks. The specific policies and
practices of the security forces are dictated on a park-by-park basis by crowd
composition and operating experience.

The Company's parks are generally open daily from Memorial Day through Labor
Day. In addition, five of the parks are open during weekends both prior to and
following their daily seasons, primarily as a site for special events, such as
concerts, live entertainment and theme events (such as Hallowscream and
Oktoberfest). Typically, the parks charge a basic daily admission price, which
allows unlimited use of all rides and attractions, although in certain cases
special rides and attractions require the payment of an additional fee.

COMPETITION

The Company's theme parks compete directly with other theme parks and
amusement parks and indirectly with all other types of recreational facilities
and forms of entertainment within their market areas, including movies, sports
attractions and vacation travel. Accordingly, the Company's business is and will
continue to be subject to factors affecting the recreation and leisure time
industries generally, such as general economic conditions and changes in
discretionary consumer spending habits. Within each park's regional market area,
the principal factors affecting competition include location, price, the
uniqueness and perceived quality of the rides and attractions in a particular
park, the atmosphere and cleanliness of a park and the quality of its food and
entertainment. The Company believes its parks feature a sufficient variety of
rides and attractions, restaurants and merchandise outlets to enable it to
compete effectively. Certain of the Company's direct competitors have
substantially greater financial resources than the Company.

CAPITAL IMPROVEMENTS

The Company makes capital investments each year in the development and
implementation of new rides and attractions. The Company believes that the
introduction of new rides is an important factor in promoting each of the parks
and in encouraging longer visits, which lead to increased attendance and sales
of food and merchandise. Capital expenditures are planned on a seasonal basis
with most expenditures made during the off-season.

The Company divides its capital expenditures into three categories. Capital
expenditures for marketable attractions are primarily for new rides and
attractions. Retail projects capital expenditures are associated with increasing
or maintaining in-park spending. Asset upgrades are capital expenditures made to
significantly improve, as opposed to maintain, an existing asset. Expenditures
for materials and services associated with maintaining assets, including rides
and retail outlets are expensed as incurred and therefore are not included in
capital expenditures.

50
<PAGE>
The following table sets forth the capital expenditures by the Company and
Funtime by classification for project years 1992 through 1996.
<TABLE>
<CAPTION>
CAPITAL EXPENDITURES BY PROJECT YEAR(1)
-----------------------------------------------------
1992 1993 1994 1995 1996
------ ------- ------- ------ -----------
(IN THOUSANDS) (ESTIMATED)
<S> <C> <C> <C> <C> <C>
Capital Expenditure Category
Marketable attractions
Premier.................................... $ 635 $ 5,072 $ 7,750 $7,408 $ 2,500
Funtime.................................... 710 2,633 3,575 -- 14,600
------ ------- ------- ------ -----------
Total marketable attractions........... 1,345 7,705 11,325 7,408 17,100
------ ------- ------- ------ -----------
Retail projects
Premier.................................... 576 920 2,931 403 2,152
Funtime.................................... 575 558 406 205 1,550
------ ------- ------- ------ -----------
Total retail projects.................. 1,151 1,478 3,337 608 3,702
------ ------- ------- ------ -----------
Asset upgrades and other
Premier.................................... 825 2,194 1,440 917 445
Funtime.................................... 1,426 1,297 490 1,014 2,503
------ ------- ------- ------ -----------
Total asset upgrades and other......... 2,251 3,491 1,930 1,931 2,948
------ ------- ------- ------ -----------
Total........................................ $4,747 $12,674 $16,592 $9,947 $23,750
------ ------- ------- ------ -----------
------ ------- ------- ------ -----------
</TABLE>

- ------------

(1) Capital expenditures for a project year represent expenditures incurred
during and prior to a park's operating season for that year. For example,
included in the figures for 1995 marketable attractions are all amounts
expended to install rides that were new during the 1995 season. This
spending may have occurred in calendar 1994 or 1995, but was all invested in
facilities which were new during the 1995 operating season. The figures are
presented in this manner to assist with understanding the nature of the
Company's capital programs. This treatment differs from that reflected in
Premier's and Funtime's consolidated financial statements, in which
expenditures are capitalized as incurred during each fiscal year.

The Company is spending approximately $23.8 million for park improvements
for the 1996 season, including the expansion of rides and attractions. The
Company's expenditures per park are as follows:
<TABLE>
<CAPTION>
ESTIMATED
PARK AMOUNT
- ----------------------------------------------------------------------- --------------
(IN THOUSANDS)
<S> <C>
Adventure World........................................................ $ 4,250
Darien Lake............................................................ 8,275
Frontier City.......................................................... 500
Geauga Lake............................................................ 8,600
White Water Bay........................................................ 25
Wyandot Lake........................................................... 2,100
--------------
Total.............................................................. $ 23,750
--------------
--------------
</TABLE>

MAINTENANCE AND INSPECTION

The Company's rides are inspected daily by maintenance personnel during the
operating seasons. These inspections include safety checks as well as regular
maintenance and are made through both visual inspection of the ride and test
operation. Senior management of the Company and the individual parks evaluate
the risk aspects of each park's operation. Potential risks to employees and
staff as well as to the public are evaluated. Contingency plans for potential
emergency situations have been developed for each facility. During the
off-season, maintenance personnel examine the rides and repair, refurbish and
rebuild them where necessary. This process includes x-raying and magnafluxing (a
further

51
<PAGE>
examination for minute cracks and defects) steel portions of certain rides at
high-stress points. The Company has approximately 130 full-time employees who
devote substantially all of their time to maintaining the theme parks and their
rides and attractions.

In addition to the Company's maintenance and inspection procedures, the
Company's liability insurance carrier performs an annual inspection of each park
and all attractions and related maintenance procedures. The result of insurance
inspections are written evaluation and inspection reports, as well as written
suggestions on various aspects of park operations. State inspectors also conduct
annual ride inspections before the beginning of each season. Other portions of
each park are also subject to inspections by local fire marshals and health and
building department officials.

SEASONALITY

The operations of the Company are highly seasonal, with more than 80% of
park attendance occurring in the second and third calendar quarters of each year
and the most active period falling between Memorial Day and Labor Day. The great
majority of the Company's revenues are collected in the second and third
quarters of each year while most expenditures for capital improvements and
significant maintenance are incurred when the parks are closed in the first and
fourth quarters. See "Risk Factors--Effects of Inclement Weather; Seasonal
Fluctuations of Operating Results" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

GOVERNMENT REGULATION

Operations at the parks are subject to certain local, state and federal
governmental regulations including, without limitation, labor, health, safety
and minimum wage regulations applicable to theme park operations, and local and
state regulations applicable to restaurant operations at the park. The Company
believes that it is in substantial compliance with applicable regulatory
standards and, although no assurance can be given, it does not foresee the need
for any significant expenditures in this area in the near future.

ENVIRONMENTAL REGULATION

The Company's operations are subject to increasingly stringent federal,
state and local environmental laws and regulations governing water discharges,
air emissions, soil contamination, the maintenance of underground storage tanks
and the disposal of waste and hazardous materials. The Company believes that it
is in substantial compliance with all such laws and regulations. At Geauga Lake,
the Company is conducting groundwater monitoring around a former on-site
landfill under the supervision of the Ohio Environmental Protection Agency. The
Company is awaiting administrative action on its request for curtailment of the
scope and duration of this monitoring, based on the sampling results to date.
The Company does not currently anticipate that it will be required to expend any
material amounts in connection with the monitoring program or any other
post-closure activities.

EMPLOYEES

The Company employs approximately 200 full-time employees and approximately
4,600 seasonal employees during the operating season. In this regard, the
Company competes with other local employers for qualified student and other
candidates on a season-by-season basis. As part of the seasonal employment
program, the Company employs a significant number of teenagers, which subjects
the Company to child labor laws. The Company is not subject to federal or state
minimum wage rates in respect of its seasonal employees. However, an increase in
the federal or any applicable state minimum wage rate could result over time in
increased compensation expense for the Company as it relates to these employees
as a result of competitive factors.

52
<PAGE>
None of the employees of the Company are represented by a union or other
collective bargaining unit. The Company has not experienced any strikes or work
stoppages by its employees, and the Company considers its employee relations to
be good.

INSURANCE

The Company maintains insurance of the type and in amounts that it believes
are commercially reasonable and available to businesses in its industry. The
Company maintains multi-layered general liability policies that provide for
excess liability coverage of up to $15.0 million per occurrence. By virtue of
self-insured retention limits ($25,000 per occurrence), the Company is required
to pay the first $25,000 of loss per occurrence. The Company also maintains fire
and extended coverage, workers' compensation, and other forms of insurance
typical to businesses in its industry. The fire and extended coverage policies
insure the Company's real and personal properties (other than land) against
physical damage resulting from a variety of hazards.

LEGAL PROCEEDINGS

The nature of the industry in which the Company operates tends to expose it
to claims by visitors for injuries. Historically, the great majority of these
claims have been minor. While the Company believes that it is adequately insured
against the claims currently pending against it and any potential liability, if
the number of such events resulting in liability significantly increased, or if
the Company becomes subject to damages that cannot by law be insured against,
such as punitive damages, there may be a material adverse effect on its
operations.

53
<PAGE>
MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth certain information with respect to the
directors, executive officers and key employees of the Company or its
subsidiaries.

<TABLE>
<CAPTION>
AGE AT
NAME MARCH 1, 1996 POSITION WITH COMPANY
- -------------------------------------- ------------- --------------------------------------
<S> <C> <C>
Kieran E. Burke....................... 38 Chairman and Chief Executive Officer;
Director
Gary Story............................ 40 President and Chief Operating Officer;
Director
James F. Dannhauser................... 43 Chief Financial Officer; Director
James C. Bouy......................... 54 Vice President, General Manager,
Geauga Lake
Hue W. Eichelberger................... 37 Vice President, General Manager,
Adventure World
Jeffrey A. Lococo..................... 39 Vice President, General Manager,
Wyandot Lake
Richard A. McCurley................... 36 Vice President, General Manager,
Frontier City/White Water Bay
Bradley Y. Paul....................... 49 Vice President, General Manager,
Darien Lake
Traci E. Blanks....................... 35 Vice President of Marketing
David Thomas.......................... 38 Vice President of Entertainment
Richard R. Webb....................... 39 Vice President of Accounting
Richard A. Kipf....................... 61 Vice President of Administration;
Corporate Secretary
Paul A. Biddelman..................... 50 Director
Michael E. Gellert.................... 64 Director
Jack Tyrrell.......................... 49 Director
</TABLE>

Kieran E. Burke has served as Chief Executive Officer and a Director of the
Company since October 1989 and Chairman of the Board since June 1994. From 1989
through June 1994, he was President of Premier. Mr. Burke also serves as a
director of Blue Ridge Real Estate Company and Big Boulder Corporation. Mr.
Burke was an investment banker prior to becoming President of Premier. Mr. Burke
is a member of the board of directors of the International Association of
Amusement Parks & Attractions ("IAAPA").

Gary Story has served as President and a Director of the Company since June
1994 and as Chief Operating Officer since January 1992. From January 1992
through June 1994, he also served as Premier's Executive Vice President. Prior
to that time, he had been General Manager of Frontier City for more than five
years. From 1983 through 1984, Mr. Story served as General Manager of Luna Park,
an amusement park in Sydney, Australia, during its redevelopment as a theme park
and from 1981 through 1983 he served as General Manager of Diversiones del
Reino, an amusement park in Mexico City. From 1972 through 1981, Mr. Story
served in various capacities with Six Flags Corporation. Mr. Story is a former
member of the board of directors of IAAPA.

James F. Dannhauser became Chief Financial Officer of the Company in October
1995 and has served as a Director of Premier since December 1992. He is also
managing director of Lepercq, de Neuflize & Co. Incorporated, an investment
banking firm ("Lepercq"). Mr. Dannhauser spends the substantial portion of his
business time serving as the Company's Chief Financial Officer.

54
<PAGE>
James C. Bouy has served as Vice President and General Manager of Geauga
Lake since 1994. Prior thereto, from 1992 through 1994, he served as Vice
President and General Manager of Kennywood Park in Pittsburgh, Pennsylvania.
From 1985 through 1991, Mr. Bouy was employed by Funtime as Vice President and
General Manager of Darien Lake. Prior thereto, from 1975 through 1981, he was
employed by the Marriott Corporation, where his responsibilities included
serving as Chief Operating Officer for the Great American Theme Park in Gurnee,
Illinois and the Great American Theme Park in Santa Clara, California.

Hue W. Eichelberger has served as Vice President and General Manager of
Adventure World since 1992. From 1991 through 1992, he served as Park Manager of
White Water Bay. From 1988 through 1991, he was Associate Director of Corporate
Development at Silver Dollar City, Inc. Prior thereto, Mr. Eichelberger served
as General Manager of White Water (a water park in Grand Prairie, Texas) and
FantaSea (a water park in Wichita, Kansas).

Jeffrey A. Lococo has served as Vice President and General Manager of
Wyandot Lake since 1989. From 1982 through 1989, he served as Director of
Marketing and Sales of Geauga Lake. From 1980 through 1982, Mr. Lococo served as
Regional Sales Manager with Marriott's Great America Theme Park.

Richard A. McCurley has served as Vice President and General Manager of
Frontier City and White Water Bay since 1994. He joined Premier in 1992 as
Director of Revenue for Frontier City and White Water Bay and, during that year,
transferred to become Director of Revenue for Adventure World. From 1985 through
1992, Mr. McCurley was Food Service Manager and later Food Service Director at
Knotts Berry Farms. Prior to that period, he spent six years with Worlds of Fun,
a major theme park in Kansas City, Missouri, ultimately serving as Director of
Food Services.

Bradley Y. Paul has served as Vice President and General Manager of Darien
Lake since 1991. From 1984 through 1991 he served as Marketing Director of
Darien Lake.

Traci E. Blanks has served as Vice President of Marketing since 1995. From
1992 through 1994, she served as Vice President Marketing for Frontier City and
White Water Bay. From 1986 through 1992, she served as Director of Marketing for
Frontier City, and as such was responsible for all marketing and group sales
programs. From 1986 through 1987, she also served as Manager of Advertising and
Promotions for Frontier City.

David Thomas has served as Vice President of Entertainment since 1993. From
1987 through 1993, he was responsible for the Company's show productions
(including booking national touring acts to appear at the parks) as well as the
staging of numerous festivals including Oktoberfest and Hallowscream. Prior to
1987, he served as President of Silvertree Productions, producing over forty
stage shows, musicals, stunt spectaculars and magic illusion presentations.

Richard R. Webb has served as Vice President of Accounting since 1991. From
1988 through 1991, he was Controller of a subsidiary of the DeBartolo
Corporation which operated a race track in Oklahoma City. Prior to that time,
Mr. Webb spent nine years with Landmark Land Company, Inc., ultimately serving
as Controller.

Richard A. Kipf has served as Corporate Secretary of the Company (or its
predecessors) since 1975 and has served as Vice President of Administration
since 1994.

Paul A. Biddelman has served as a Director of the Company since December
1992. Since April 1992, Mr. Biddelman has been treasurer of Hanseatic
Corporation ("Hanseatic"), a private investment company. From January 1991
through March 1992, Mr. Biddelman was managing director of Clements Taee
Biddelman Incorporated, a financial advisory firm. Mr. Biddelman also serves as
a director of Electronic Retailing Systems International, Inc., Insituform
Technologies, Inc., Celadon

55
<PAGE>
Group, Inc., Petroleum Heat and Power Co., Inc., TLC Beatrice International
Holdings, Inc. and Star Gas Corporation (general partner of Star Gas Partners,
L.P.).

Michael E. Gellert has served as a Director of the Company since March 1989.
He previously served as a Director of Premier and as a Trustee of Tierco from
1979 until 1986. From June 1989 through June 1994, he also served as the
Chairman of the Board of Premier. Mr. Gellert is a general partner of Windcrest
Partners ("Windcrest"), a New York limited partnership. Windcrest, the principal
business of which is private investing, is an affiliate of Premier. Mr. Gellert
also 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 Advisory Board of The Bank of New York.

Jack Tyrrell has served as a Director of Premier since December 1992. For
more than five years, Mr. Tyrrell has been a general partner of Lawrence Venture
Partners, a general partnership, the principal business of which is that of
acting as general partner of Lawrence, Tyrrell, Ortale & Smith ("LTOS"), a
private investment limited partnership. Mr. Tyrrell is also a general partner of
LTOS II Partners, a limited partnership, the principal business of which is that
of acting as general partner of Lawrence, Tyrrell, Ortale & Smith II, L.P.
("LTOS II"), a private investment limited partnership. Mr. Tyrrell is also a
general partner of Richland Ventures, L.P. ("Richland"), a private investment
limited partnership. Mr. Tyrrell also serves as a director of National Health
Investors, Inc. and Regal Cinemas, Inc.

The Company's directors and officers are elected to serve one-year terms.
None of the Company's officers has employment agreements.

BOARD COMMITTEES

The Company's Board of Directors has a Compensation Committee and an Audit
Committee.

Compensation Committee. The Compensation Committee reviews management's
recommendations with respect to executive compensation and employee benefits and
makes recommendations to the Company's Board of Directors as to such matters.
Additionally, the Compensation Committee administers the Stock Incentive Plans.
The Compensation Committee currently consists of Messrs. Biddelman and Tyrrell.

Audit Committee. The Audit Committee recommends to the Board of Directors
the accounting firm to be selected each year as independent auditors of the
Company's financial statements and acts on behalf of the Board of Directors in
reviewing with the independent auditors, the chief financial and accounting
officers 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 audits with the Company's independent
public accountant and reports thereon to the Board of Directors. The Audit
Committee also submits to the Board of Directors 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.
The Audit Committee currently consists of Messrs. Gellert and Biddelman.

COMPENSATION OF DIRECTORS

During the year ended December 31, 1995, Directors did not receive any
compensation for serving as such; however, they were reimbursed for expenses
attendant to Board and committee membership. Commencing in 1996, directors who
are not employees of the Company will receive $15,000 per annum, payable at
their election in cash or shares of Common Stock in addition to reimbursement of
expenses.

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<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, 1995. The Chief Executive Officer and Chief Operating Officer are the only
executive officers of the Company whose salary and bonus exceeded $100,000 in
those years.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING ALL OTHER
PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($) COMPENSATION AWARD(S)($) OPTIONS(#) COMPENSATION
- --------------------------- ---- --------- -------- ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kieran E. Burke............ 1995 $ 307,500 $150,000 -- -- 100,000 (2)
Chairman of the Board, 1994 290,000 -- -- -- 10,000 (2)
Chief 1993 265,000 40,000 -- -- 76,200 (2)
Executive Officer
and Director
Gary Story................. 1995 $ 214,583 $100,000 -- -- 50,000 (2)
President, Chief 1994 200,000 -- -- -- 20,000 (2)
Operating Officer 1993 140,000 70,000 -- -- 40,000 (2)
and Director
</TABLE>

- ------------

(1) James F. Dannhauser became Chief Financial Officer of the Company on October
1, 1995. Mr. Dannhauser's annual salary is $125,000. During 1995, he was
granted options to acquire 40,000 shares of Common Stock.

(2) 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. During
1995, 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 401(k) plan if they have completed one full year of service and are
at least 21 years old. Except with respect to the former employees of
Funtime, the Company did not match contributions made by employees in 1995.
The accounts of all participating employees are fully vested.

STOCK INCENTIVE PLANS

In March 1993, the Company adopted a stock option and incentive plan (the
"1993 Stock Incentive Plan") pursuant to which 250,000 shares of Common Stock
were reserved for issuance from time to time to key employees of the Company and
its subsidiaries. Pursuant to the 1993 Stock Incentive Plan, through May 6,
1996, options to purchase an aggregate of 181,200 shares (excluding options that
terminated by their terms) had been granted, all of which are Incentive Options
(as defined below). Of such options, 86,200 and 60,000 were granted to Messrs.
Burke and Story, respectively. The 1993 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 stock appreciation rights ("SARs") in tandem with
Options. An SAR granted in tandem with an Option (a "tandem SAR") permits an
optionee to surrender his Option to the Company for cancellation and receive an
amount (in cash or Common Stock) equal to the excess, if any, of (i) the then
fair market value of the Common Stock subject to the Option; over (ii) the
exercise price of the Option. Of the options granted under the 1993 Stock Option
Plan, 145,200 were granted in 1993 at an exercise price of $5.00 per share. The
balance of 36,000 Options were granted in 1994 at an exercise price of $7.50 per
share. In each case, the Compensation Committee of the Board of Directors
determined that the exercise price was equal to the fair market value of the
Common Stock on the date of grant.

On August 31, 1995, the Company adopted a stock option and incentive plan
(the "1995 Stock Incentive Plan," and together with the 1993 Stock Incentive
Plan, the "Stock Incentive Plans"), pursuant to which 270,000 shares of Common
Stock were reserved for issuance from time to time to key

57
<PAGE>
employees of the Company and its subsidiaries. Pursuant to the 1995 Stock
Incentive Plan, through May 6, 1996, Options to purchase an aggregate of
248,000 shares of Common Stock had been granted, all of which are Incentive
Options. Of such Options, 100,000 and 50,000 were granted to Messrs. Burke and
Story, respectively, and 193,000 were granted to the Company's executive
officers as a group. All of the Options granted under the 1995 Stock Option Plan
have an exercise price of $8.25 per share, which the Compensation Committee of
the Board of Directors determined to be the fair market value of the Common
Stock on the date of grant. The 1995 Stock Incentive Plan and the grant of
Options thereunder are subject to stockholder approval at the Company's 1996
Annual Meeting to be held on May 23, 1996. The 1995 Stock Incentive Plan
provides for the grant of Options to purchase Common Stock intended to qualify
as Incentive Options under Section 422 of the Code, Non-Qualified Options or
SARs. The terms of the 1995 Stock Incentive Plan are substantially the same as
the terms of the 1993 Stock Incentive Plan (except for the total number of
shares subject to Options available for grant thereunder.)

AGGREGATE OPTION EXERCISES AND OPTION VALUES

The following table provides information on Option exercises in 1995 by each
of Mr. Burke and Mr. Story and the value of such officers' unexercised Options
at December 31, 1995. Amounts shown assume stockholder approval of the 1995
Stock Incentive Plan.

<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING
VALUE OF UNEXERCISED IN-THE
UNEXERCISED OPTIONS AT MONEY OPTIONS AT
SHARES DECEMBER 31, 1995 DECEMBER 31, 1995(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------ ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kieran E. Burke............... -- -- 114,759 116,480 $ 1,037,572 $ 671,402
Gary Story.................... -- -- 42,000 68,000 $ 288,750 $ 392,500
</TABLE>

- ------------

(1) During 1994, a limited trading market developed for the Common Stock. Amount
shown is based on $13.125 per share, the average of the closing bid and
asked prices of the Common Stock (as reported on The Pink Sheets and the OTC
Bulletin Board) on December 29, 1995, adjusted for the Reverse Split. The
Company does not believe that this highly illiquid market constitutes an
established trading market for the Common Stock. See "Price Range of Common
Stock."

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<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth certain information as of March 1, 1996
(except as noted below) as to Common Stock (after giving effect to the Preferred
Stock Conversion as of May 31, 1996 and assuming stockholder approval of the
1995 Stock Incentive Plan) owned by (a) each of the Company's current directors
and named executive officers, (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. All share amounts have been rounded to the nearest whole share.
The information presented does not reflect any prospecitve purchase of Common
Stock in this offering by the named persons.

<TABLE>
<CAPTION>
PERCENTAGE OF CLASS
NUMBER OF --------------------------
NAME AND ADDRESS OF SHARES PRIOR TO
BENEFICIAL OWNER BENEFICIALLY OWNED OFFERING AFTER OFFERING
- ------------------------------------------------------- ------------------ -------- --------------
<S> <C> <C> <C>
Kieran E. Burke(1)..................................... 162,061 2.2 1.5
Paul A. Biddelman(2)................................... 3,018,832 40.7 28.6
James F. Dannhauser(3)................................. 30,000 * *
Michael E. Gellert(4)(5)............................... 1,375,638 18.5 13.0
Gary Story(6).......................................... 42,000 * *
Jack Tyrrell(7)........................................ 917,847 12.4 8.7
Robert J. Gellert(5)(8)................................ 1,261,947 17.0 12.0
122 East 42nd Street
New York, New York 10168
Windcrest Partners(5)(9)............................... 1,136,025 15.3 10.8
122 East 42nd Street
New York, New York 10168
Lawrence, Tyrrell, Ortale & Smith II, L.P.(10)......... 661,940 8.9 6.3
Lawrence, Tyrrell, Ortale & Smith
3100 West End Avenue, Suite 500
Nashville, TN 37203
Hanseatic Corporation(11).............................. 3,018,832 40.7 28.6
Wolfgang Traber
450 Park Avenue
New York, New York 10152
David A. Jones(12)..................................... 483,988 6.5 4.6
500 West Main Street
Louisville, KY 40201
All directors and officers as a group(13) (8 51.8
persons)............................................... 5,550,578 73.2
</TABLE>

- ------------

* Less than one percent.

(1) Includes 47,302 shares of Common Stock and warrants and options to purchase
114,759 shares of Common Stock for his own account as to which Mr. Burke
has sole voting and investment power.

(2) Represents shares of Common Stock beneficially owned by Hanseatic, of which
Mr. Biddelman is treasurer. See footnote (11) below.

(3) Includes 11,000 shares of Common Stock and options to purchase 8,000 shares
of Common Stock for his own account and 11,000 shares of Common Stock
beneficially owned by Lepercq, of which Mr. Dannhauser is a managing
director. Mr. Dannhauser disclaims beneficial ownership of the shares held
by Lepercq.

(4) Includes 210,901 shares of Common Stock, as to which Mr. Gellert has sole
voting and investment power. Also includes 1,136,025 shares of Common Stock
beneficially owned by Windcrest which shares voting and investment power
with its general partners, Michael E. Gellert and Robert J. Gellert. Also
includes 28,712 shares of Common Stock beneficially owned by Michael E.
Gellert's daughter who resides in his household. Mr. Gellert disclaims
beneficial ownership of all shares beneficially owned by his daughter.

(5) Members of the Gellert family and entities controlled by them beneficially
own in the aggregate 1,577,514 shares of Common Stock. Such shares will
represent approximately 15.0% of the Company's outstanding Common Stock
after this offering. See footnotes (4), (8) and (9).

(Footnotes continued on following page)

59
<PAGE>
(Footnotes continued from preceding page)
(6) Represents 42,000 shares of Common Stock issuable upon exercise of stock
options held by Mr. Story, as to which he has sole voting and investment
power.

(7) Includes 200,000 shares of Common Stock beneficially owned by LTOS; 461,940
shares of Common Stock beneficially owned by LTOS II; and 255,907 shares of
Common Stock beneficially owned by Richland. Mr. Tyrrell, who is a general
partner of the respective general partners of LTOS and LTOS II and a
general partner of Richland disclaims beneficial ownership of all such
shares.

(8) Includes 2,514 shares of Common Stock for his own account, as to which he
has sole voting and investment power; 49,597 shares of Common Stock as
agent for 30 other persons and entities with whom he shares voting and
investment power; 2,168 shares of Common Stock 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); 5,559 shares
of Common Stock as trustee of irrevocable trusts for the benefit of Michael
E. Gellert's children as to which he has sole voting and investment power;
1,084 shares of Common Stock as trustee of an irrevocable trust for the
benefit of his brother as to which he has sole voting and investment power;
1,136,025 shares of Common Stock owned by Windcrest which shares voting and
investment power with its general partners, Michael E. Gellert and Robert
J. Gellert; and 65,000 shares of Common Stock 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 of Common Stock
owned by the trusts for the benefit of his children.

(9) Windcrest shares voting and investment power with its general partners,
Michael E. Gellert and Robert J. Gellert.

(10) Includes 200,000 shares of Common Stock beneficially owned by LTOS and
461,940 shares 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 . Information has been derived from Amendment
No. 2 to Schedule 13D, dated November 2, 1994.

(11) Represents shares of Common Stock beneficially owned by Hanseatic. Mr.
Traber holds a majority of the shares of capital stock of Hanseatic and
thus may be deemed to beneficially own such Common Stock. Of such shares,
2,658,164 shares of Common Stock are held by Hanseatic Americas LDC, a
Bahamian limited duration company in which the sole managing member is
Hansobel Partners LLC, a Delaware limited liability company in which the
sole managing member is Hanseatic. The remaining shares of Common Stock are
held by Hanseatic for discretionary customer accounts. Information has been
derived from Amendment No. 5 to Schedule 13D, dated March 11, 1996.

(12) Information has been derived from Amendment No. 3 to Schedule 13D, dated
August 25, 1995.

(13) The share amounts listed include shares of Common Stock that the following
persons have the right to acquire within 60 days from March 1, 1996 (Kieran
E. Burke, 114,759 shares (see footnote (1)); James F. Dannhauser, 8,000
shares (see footnote (3)); Gary Story, 42,000 shares (see footnote (6));
and all directors and officers as a group, 168,959 shares.

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<PAGE>
CERTAIN TRANSACTIONS

In connection with the Funtime Acquisition, the Company paid investment
banking and financial advisory fees in the amount of $800,000 and $475,000 to
Lepercq, and Hanseatic respectively. James F. Dannhauser, a director of the
Company, is a managing director of Lepercq, and Paul A. Biddelman, also a
director of the Company, is the treasurer of Hanseatic. On October 1, 1995, Mr.
Dannhauser became Chief Financial Officer of the Company.

In connection with a private placement by the Company consummated in August
1995, Hanseatic purchased shares of Convertible Preferred Stock which will be
converted into 1,694,104 shares of Common Stock pursuant to the Preferred Stock
Conversion. In addition, pursuant to that placement, Richland, of which Jack
Tyrrell, a director of the Company, is a general manager, and Michael Gellert, a
director of the Company, hold shares of Convertible Preferred Stock which will
be converted into 255,907 and 121,556 shares of Common Stock, respectively,
pursuant to the Preferred Stock Conversion.

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 50% of the monthly rental payments to Windcrest. During 1995,
Windcrest paid the Company approximately $68,000 with respect to such office
space.

DESCRIPTION OF CREDIT FACILITIES

SENIOR CREDIT FACILITY

In August 1995, concurrently with the consummation of the Funtime
Acquisition, the Company entered into the Senior Credit Facility with Chemical
Bank and The Merchants Bank of New York, providing for a revolving credit line
for use in the Company's operations. The description set forth below does not
purport to be complete and is qualified in its entirety by reference to the
definitive documentation for the Senior Credit Facility which has been filed as
an exhibit to the Registration Statement of which this Prospectus is a part.

Borrowings under the Senior Credit Facility are guaranteed by the Company's
principal operating subsidiaries and are secured by substantially all of the
Company's assets (other than real estate), including the capital stock of its
subsidiaries. The Senior Credit Facility has an aggregate availability of $20.0
million, $1.0 million of which has been borrowed as of May 6, 1996. Interest
rates per annum are equal to Chemical Bank's Alternative Base Rate plus 0.25% or
the London Interbank Offering Rate plus 3.0%. The Senior Credit Facility matures
August 15, 1998. Under the Senior Credit Facility, the Company is required to
repay in full the outstanding principal balance for at least 45 consecutive days
during the period from July 1 to November 1 of each year.

The Senior Credit Facility contains restrictive covenants pursuant to which
(a) the Company may not pay any dividends or other distributions (other than in
stock) on, or purchase or redeem, any of its capital stock; (b) the Company must
maintain a consolidated tangible net worth (as defined in the Senior Credit
Facility) of at least $23.5 million at December 31, 1995; at least $24.5 million
at December 31, 1996; and at least $25.5 million at December 31, 1997; (c) the
Company must maintain a ratio of consolidated EBITDA (as defined in the Senior
Credit Facility) to consolidated cash interest payments (including the interest
component of capitalized lease obligations) of at least 1.65 to 1.00 for any
period of four consecutive quarters ending on or after September 30, 1996; (d)
the Company will not incur consolidated capital expenditures (other than those
funded by proceeds of the Notes or other debt or equity offerings) in excess of
$20 million for the period from August 15, 1995, to September 30, 1996; $15
million for the twelve months ending September 30, 1997; and $7 million for the
twelve months ending September 30, 1998 (which amounts increase to the extent
the Company's EBITDA exceeds $20.0 million during the four quarters preceding
the expenditures); (e) the Company may not

61
<PAGE>

incur additional indebtedness other than (i) capitalized lease obligations and
purchase money indebtedness up to $3.5 million per year; and (ii) indebtedness
subordinated to borrowings under the Senior Credit Facility; (f) the Company may
not hold or acquire securities (including stock and evidences of indebtedness)
other than (i) in wholly-owned subsidiaries; (ii) short-term, investment grade,
interest bearing securities, certificates of deposit or direct or guaranteed
obligations of the United States; and (iii) up to $5 million of investments in
businesses similar to the Company's; and (g) the Company cannot merge with or
acquire another company or business if the aggregate of all such transactions
would cause the Company to exceed the $5 million limit on investments referred
to in clause (f) above. The lenders have agreed to amend the Senior Credit
Facility prior to the closing of this offering to permit the Company to
acquire other companies or businesses for an aggregate consideration not
exceeding the sum of $5 million plus the net proceeds of this offering.

Defaults under the Senior Credit Facility include failure to pay interest or
fees due under any Senior Credit Facility document within five days after such
payments are due; failure to repay principal when due under any Senior Credit
Facility document, including in accordance with its annual requirement to repay
the entire loan for a period of at least 45 consecutive days during the period
from July 1 to November 1 of each year; a breach of certain affirmative
covenants, conditions or agreements contained in any Senior Credit Facility
document which is unremedied for a period of 30 days or a breach of any negative
covenant or certain other affirmative covenants; the default by the Company or
any of its principal subsidiaries in respect of any other indebtedness above
specified levels, including indebtedness under the Notes; certain events of
bankruptcy; certain judgments against the Company or any of its principal
subsidiaries; security interests created under the Senior Credit Facility
ceasing to be valid and perfected; any Senior Credit Facility document not being
in full force and effect; and a change in control.

THE NOTES

Concurrently with the consummation of the Funtime Acquisition, the Company
issued $90.0 million aggregate principal amount of its 12% Senior Notes due 2003
(the "Notes"). The Notes were issued under the Indenture. The description set
forth below does not purport to be complete and is qualified in its entirety by
reference to the Indenture which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part.

The Notes are senior, unsecured obligations of the Company, limited to $90.0
million aggregate principal amount and will mature on August 15, 2003. The Notes
bear interest at the rate of 12% per annum, payable semiannually on August 15
and February 15 of each year, commencing on February 15, 1996 and are guaranteed
on a senior, unsecured basis by the Company's principal operating subsidiaries.

The Notes are redeemable, at the Company's option, in whole or in part, at
any time on or after August 15, 1999, at specified redemption prices, together
with accrued and unpaid interest, if any, to the date of redemption. In
addition, at any time prior to August 15, 1998, the Company may redeem up to 33
1/3% of the original aggregate principal amount of the Notes with the net cash
proceeds of one or more public equity offerings by the Company following which
there is a public market for the Common Stock, at a price equal to 110% of the
principal amount to be redeemed, together with all accrued and unpaid interest,
if any, provided that at least 66 2/3% of the original aggregate principal
amount of the Notes remain outstanding immediately after each such redemption.
The Company does not presently intend to redeem any Notes from the proceeds of
this offering, although it may do so in the future. Upon the occurrence of a
Change of Control (as defined in the Indenture), the Company will be required to
make an offer to repurchase the Notes at a price equal to 101% of the principal
amount thereof, together with accrued and unpaid interest, if any, to the date
of repurchase. See "Use of Proceeds."

The principal financial covenants in the Indenture are: (a) the Company may
not incur any indebtedness unless the Consolidated Coverage Ratio (as defined in
the Indenture) on the date of such inccurrence exceeds 2.00:1 if the
indebtedness is incurred prior to September 30, 1997; 2.25:1 if the indebtedness
is incurred during the two years ending September 30, 1999; and 2.50:1
thereafter, other

62
<PAGE>
than indebtedness under the Senior Credit Facility, up to $15 million in capital
lease and purchase money obligations and up to $5 million of other indebtedness;
(b) the Company may not pay any dividends or other distributions (other than in
stock) on, or purchase or redeem any of its capital stock in excess of the sum
of (i) 50% of the Company's consolidated net income since August 15, 1995; (ii)
the proceeds from the sale (or issuance on conversion of indebtedness) of
capital stock; and (iii) certain reductions of investments in, or distributions
from, certain subsidiaries; and (c) the Company may not merge with or transfer
substantially all its assets to another company unless, after such transaction,
the consolidated net worth of the resulting company is at least equal to the
consolidated net worth of the Company prior thereto and the resulting company
could incur $1 of indebtedness under the covenant referred to in clause (a)
above. Other covenants in the Indenture limit, subject to certain qualifications
and exceptions, (x) transactions with affiliates of the Company; (y) the
creation of liens on the property or assets of the Company; and (z) other
Restricted Payments (as defined in the Indenture).

Defaults under the Indenture include failure to pay interest on the Notes
within 30 days after such payments are due; failure to repay principal when due
at its maturity date, upon optional redemption, upon required repurchase, upon
acceleration or otherwise; failure to comply for 30 days after notice with the
Company's repurchase obligations upon the occurrence of a Change of Control and
failure to comply for 60 days after notice with the other covenants contained in
the Indenture; the default by the Company or any of its principal subsidiaries
(the "Note Guarantors") in respect of any indebtedness above specified levels;
certain events of bankruptcy; certain judgments against the Company or any Note
Guarantor; any Note Guarantee (as defined in the Indenture) ceasing to be in
full force and effect (except as contemplated by the terms thereof) and the
denial or disaffirmation by any Note Guarantor of its obligations under the
Indenture or any Note Guarantee, which continues for 10 days.

DESCRIPTION OF SECURITIES

COMMON STOCK

The Company's authorized capital stock includes 30,000,000 shares of Common
Stock, par value $0.05 per share. Each share of Common Stock entitles the holder
thereof to one vote. Holders of the Common Stock have equal ratable rights to
dividends from funds legally available therefor, when, as and if declared by the
Board of Directors and are entitled to share ratably, as a single class, in all
of the assets of the Company available for distribution to holders of Common
Stock upon the liquidation, dissolution or winding up of the affairs of the
Company. Holders of Common Stock do not have preemptive, subscription or
conversion rights. As of May 6, 1996, 4,857,554 shares of Common Stock were
outstanding (excluding shares issuable in the Preferred Stock Conversion).

The Liberty National Bank & Trust Company, Oklahoma City, Oklahoma, is the
transfer agent and registrar for the Common Stock.

PREFERRED STOCK

The Company's authorized capital stock includes 500,000 Preferred Stock, par
value $1.00 per share. The Preferred Stock may be issued in series, and shares
of each series will have such rights and preferences as are fixed by the Board
of Directors in resolutions authorizing the issuance of that particular series.
In designating any series of Preferred Stock, the Board of Directors may,
without further action by the holders of Common Stock, fix the number of shares
constituting that series and fix the dividend rights, dividend rate, conversion
rights, voting rights (which may be greater or lesser than the voting rights of
the Common Stock), rights and terms of redemption (including any sinking fund
provisions), and the liquidation preferences of such series of Preferred Stock.
Holders of any series of Preferred Stock, when and if issued, may have priority
claims to dividends and to any distributions upon liquidation of the Company,
and other preferences over the holders of the Common Stock.

63
<PAGE>
In connection with the Funtime Acquisition, the Company issued to certain of
its then current stockholders and their affiliates 200,000 shares of Convertible
Preferred Stock for an aggregate purchase price of $20.0 million. The holders of
the Convertible Preferred Stock have agreed to convert the Convertible Preferred
Stock simultaneously with the consummation of this offering. Assuming the
Preferred Stock Conversion occurs at May 31, 1996, 2,559,070 shares of Common
Stock would be issuable thereunder. Since the conversion ratio includes
accumulated dividends, the number of shares of Common Stock issuable in the
Preferred Stock Conversion will increase if the Preferred Stock Conversion is
delayed. Conversely, the number of shares so issuable will decrease if the
Preferred Stock Conversion is effected before that date. Following the Preferred
Stock Conversion, no shares of Preferred Stock will be outstanding.

REGISTRATION RIGHTS

The holders of approximately 7.0 million shares of Common Stock (after
giving effect to the Preferred Stock Conversion) have rights to require the
Company to register such shares for sale under the Securities Act commencing one
year from the date of this Prospectus. In addition, such holders have the right
to have such shares included in a future registration statement relating to
Common Stock and, in certain cases, other than equity securities, subject to
customary provisions relating to the right of the underwriters of any such
offering to exclude such shares if their inclusion would impair the success of
such offering. In the event such holders exercise their registration rights, the
Company will be required to bear all registration expenses other than
underwriting discounts or other selling expenses and fees and expenses of
counsel to such holders.

SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALE

Upon consummation of this offering and the Preferred Stock Conversion, the
Company will have 10,541,624 shares of Common Stock outstanding. Future sales of
Common Stock by existing stockholders pursuant to Rule 144 under the Securities
Act, or through the exercise of outstanding registration rights or otherwise,
could have an adverse effect on the prevailing market price of the Common Stock
and the Company's ability to raise additional capital. The Common Stock offered
hereby will be eligible for sale in the public market following this offering
without restriction, except for Common Stock purchased by "affiliates" of the
Company. Except for the Common Stock to be sold in this offering, the Company
has agreed not to offer, sell, contract to sell or otherwise issue any shares of
Common Stock or other capital stock or securities convertible into or
exchangeable for, or any rights to acquire, Common Stock or other capital stock,
with certain limited exceptions (including certain exceptions for Common Stock
or other capital stock issued or sold in connection with acquisitions by the
Company), prior to the expiration of 180 days from the date of this Prospectus
without the prior written consent of Lehman Brothers on behalf of the
Representatives. The Company's officers, directors and principal stockholders,
who, after the Preferred Stock Conversion, will hold in the aggregate
approximately 6.5 million shares of Common Stock (including shares issuable upon
exercise of outstanding options and warrants), have agreed not to sell any such
shares for 180 days following the date of this Prospectus without the consent of
Lehman Brothers on behalf of the Representatives. Thereafter, approximately 3.9
million of such shares will be eligible for sale in the public market (subject
to applicable volume limitations and other resale conditions imposed by Rule
144), and 2.3 million will become eligible for such sale in August 1997.
Approximately 988,000 outstanding shares not held by such persons are
currently eligible for sale in the public market without restrictions under Rule
144. Commencing one year from the date of this Prospectus, holders of
approximately 7.0 million shares of Common Stock (including shares of Common
Stock issuable in the Preferred Stock Conversion) will have the right to
require the Company to register such shares for sale under the Securities Act.
The sale, or the availability for sale, of substantial amounts of Common Stock
in the public market at any time subsequent to this offering could adversely
affect the prevailing market price of the Common Stock.

64
<PAGE>
UNDERWRITING

Under the terms of, and subject to the conditions contained in an
underwriting agreement (the "Underwriting Agreement"), among the Company and
each of the underwriters named below (the "Underwriters"), for whom Lehman
Brothers Inc. and Furman Selz LLC are acting as representatives (the
"Representatives"), each of the several Underwriters has agreed to purchase from
the Company, and the Company has agreed to sell to each Underwriter, the
aggregate number of shares of Common Stock set forth opposite the name of each
Underwriter below:

NUMBER OF
UNDERWRITERS SHARES
- ---------------------------------------------------------------- ---------
Lehman Brothers Inc.............................................
Furman Selz LLC.................................................
---------
Total..................................................... 3,125,000
---------
---------

The Underwriting Agreement provides that the obligations of the Underwriters
to purchase shares of Common Stock are subject to certain conditions, and that,
if any of the foregoing shares of Common Stock are purchased by the Underwriters
pursuant to the Underwriting Agreement, all shares of Common Stock agreed to be
purchased by the Underwriters pursuant to the Underwriting Agreement must be
purchased.

The Company has been advised by the Representatives that the Underwriters
initially propose to offer the shares of Common Stock to the public at the
public offering price set forth on the cover page hereof, and to certain dealers
at such public offering price less a selling concession not in excess of
$ per share. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $ per share to certain other Underwriters or
to certain other brokers or dealers. After the initial offering to the public,
the offering price, the concession to selected dealers and the reallowance to
other dealers may be changed by the Representatives.

The Underwriters and the Company have agreed in the Underwriting Agreement
to indemnify each other against certain civil liabilities, including liabilities
under the Securities Act.

The Company has granted to the Underwriters an option to purchase up to an
additional 468,750 shares of Common Stock, at the initial price to the public
less the aggregate underwriting discount and commissions shown on the cover page
of this Prospectus, solely to cover over-allotments, if any. Such option may be
exercised at any time until 30 days after the date of this Prospectus. To the
extent that the Underwriters exercise such option, each of the Underwriters will
be committed, subject to certain exceptions, to purchase that number of option
shares proportionate to such Underwriter's initial commitment.

The Representatives of the Underwriters have informed the Company that the
Underwriters do not intend to confirm sales to accounts over which they exercise
discretionary authority.

At the request of the Company, the Underwriters intend to reserve
approximately 312,500 shares of Common Stock (approximately 10% of this
offering without giving effect to the Underwriters'over-allotment option) for
sale at the initial public offering price to principal stockholders of the
Company or their affiliates. The number of shares available for sale to the
general public will be reduced to the extent such individuals purchase such
reserved shares. Any reserved shares of Common Stock that are not so purchased
by such persons at the closing of the offering will be offered to the general
public on the same terms as the other shares of Common Stock offered by this
Prospectus.

Stockholders of the Company, including the directors and executive officers,
beneficially owning an aggregate of approximately 6.5 million shares of Common
Stock (including shares of Common Stock

65
<PAGE>

issued in the Preferred Stock Conversion and shares of Common Stock that may be
issued upon the exercise of outstanding options and warrants) have agreed not
to, directly or indirectly, offer, sell or otherwise dispose of shares of Common
Stock of the Company, or any securities convertible into or exchangeable for or
any rights to acquire, Common Stock or other capital stock of the Company for a
period of 180 days after the date of this Prospectus without the prior written
consent of Lehman Brothers on behalf of the Representatives. Except for the
Common Stock to be sold in this offering, the Company has agreed not to offer,
sell, contract to sell or otherwise issue any shares of Common Stock or other
capital stock or any securities convertible into or exchangeable for, or any
rights to acquire, Common Stock or other capital stock, with certain limited
exceptions (including certain exceptions for Common Stock or other capital stock
issued or sold in connection with acquisitions by the Company), prior to the
expiration of 180 days from the date of this Prospectus without the prior
written consent of Lehman Brothers on behalf of the Representatives.

Prior to the offering, there has been limited trading in the Common Stock of
the Company and there can be no assurance that an active trading market will
develop or be sustained in the future. The public offering price will be
determined by negotiations between the Company and the Representatives. Among
the factors considered in determining the public offering price, in addition to
the prevailing market conditions, will be the Company's historical performance,
capital structure, estimates of the business potential and earnings prospects of
the Company, an assessment of the Company's management and consideration of the
above factors in relation to market valuations of the companies in related
businesses.

LEGAL MATTERS

The validity of the Common Stock offered hereby and certain matters in
connection with this offering will be passed upon for the Company by Baer Marks
& Upham LLP, New York, New York. Certain matters in connection with this
offering will be passed upon for the Underwriters by Cravath, Swaine & Moore,
New York, New York.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1994
and 1995, and for each of the years in the three-year period ended December 31,
1995, have been included herein and in the Registration Statement in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

The consolidated financial statements of Funtime Parks, Inc. as of December
31, 1993 and 1994, and for each of the years in the three-year period ended
December 31, 1994, have been included herein and in the registration statement
in reliance upon the report of Ernst & Young LLP, independent auditors,
appearing elsewhere herein, given upon the authority of said firm as experts in
accounting and auditing.

66
<PAGE>
PREMIER PARKS INC.
INDEX TO FINANCIAL STATEMENTS

PREMIER PARKS INC.

Report of Independent Auditors....................................................... F-2

Consolidated Balance Sheets at December 31, 1994 and 1995............................ F-3

Consolidated Statements of Operations--Years ended December 31, 1993, 1994 and
1995................................................................................. F-4

Consolidated Statements of Stockholders' Equity--Years ended December 31, 1993, 1994
and 1995............................................................................. F-5

Consolidated Statements of Cash Flows--Years ended December 31, 1993, 1994 and 1995.. F-6

Notes to Consolidated Financial Statements........................................... F-8

FUNTIME PARKS, INC.

Report of Independent Auditors....................................................... F-20

Consolidated Balance Sheets at December 31, 1993 and 1994 and July 2, 1995
(Unaudited).......................................................................... F-21

Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity
(Deficit)--Years ended December 31, 1992, 1993 and 1994, and six months ended July
2, 1995 (Unaudited).................................................................. F-22

Consolidated Statements of Operations--Years ended December 31, 1992, 1993 and 1994
and six months ended July 3, 1994 (Unaudited) and July 2, 1995 (Unaudited)........... F-24

Consolidated Statements of Cash Flows--Years ended December 31, 1992, 1993 and 1994
and six months ended July 3, 1994 (Unaudited) and July 2, 1995 (Unaudited)........... F-25

Notes to Consolidated Financial Statements........................................... F-26
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
PREMIER PARKS INC.:

We have audited the consolidated financial statements of Premier Parks Inc.
and subsidiaries as listed in the accompanying index. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Premier
Parks Inc. and subsidiaries as of December 31, 1994 and 1995, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1995, in conformity with generally accepted accounting
principles.

KPMG PEAT MARWICK LLP

Oklahoma City, Oklahoma
February 29, 1996, except as to
note 14 which is as of April 4, 1996

F-2
<PAGE>

PREMIER PARKS INC.
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1994 1995
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents......................................... $ 1,366,000 $ 28,787,000
Accounts receivable............................................... 870,000 965,000
Inventories....................................................... 1,018,000 2,904,000
Prepaid expenses.................................................. 765,000 2,352,000
------------ ------------
Total current assets.......................................... 4,019,000 35,008,000
------------ ------------
Other assets:
Investment in and advances to a partnership, at equity............ 1,124,000 1,118,000
Deferred charges.................................................. 428,000 4,839,000
Deposits and other................................................ 1,396,000 3,111,000
------------ ------------
Total other assets............................................ 2,948,000 9,068,000
------------ ------------
Property and equipment, at cost.................................... 44,842,000 125,906,000
Less accumulated depreciation..................................... 6,270,000 9,905,000
------------ ------------
38,572,000 116,001,000
------------ ------------
Intangible assets.................................................. -- 13,471,000
Less accumulated amortization..................................... -- 230,000
------------ ------------
-- 13,241,000
------------ ------------
Total assets.................................................. $ 45,539,000 $173,318,000
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses............................. $ 1,281,000 $ 6,361,000
Accrued interest payable.......................................... 102,000 4,158,000
Current portion of long-term debt--unrelated parties.............. 1,239,000 56,000
Current portion of long-term debt--related parties................ 200,000 --
Current portion of capitalized lease obligations.................. 453,000 1,009,000
------------ ------------
Total current liabilities..................................... 3,275,000 11,584,000
------------ ------------
Long-term debt and capitalized lease obligations:
Capitalized lease obligations..................................... 1,420,000 3,213,000
Long-term debt--unrelated parties:
Senior subordinated notes....................................... 1,240,000 --
Senior notes.................................................... 11,901,000 90,000,000
Long-term debt--related parties:
Senior subordinated notes....................................... 5,760,000 --
Junior subordinated loan........................................ 1,895,000 --
------------ ------------
Total long-term debt and capitalized lease obligations........ 22,216,000 93,213,000
Other long-term liabilities........................................ -- 3,465,000
Deferred income taxes.............................................. 1,914,000 19,145,000
------------ ------------
Total liabilities............................................. 27,405,000 127,407,000
------------ ------------
Stockholders' equity:
Preferred stock, 500,000 shares authorized at December 31, 1994
and 1995; no shares issued and outstanding at December 31, 1994,
and 200,000 shares Series A, 7% cumulative convertible, $1 par
value ($100 redemption value) issued and outstanding at December
31, 1995........................................................... -- 200,000
Common stock, $.05 par value, 30,000,000 shares authorized at
December 31, 1994 and 1995, respectively; 3,398,467 and
4,883,900 shares issued and 3,372,121 and 4,857,554 shares
outstanding as of December 31, 1994 and 1995, respectively...... 170,000 244,000
Capital in excess of par value.................................... 50,573,000 79,261,000
Accumulated deficit............................................... (31,920,000) (33,105,000)
------------ ------------
18,823,000 46,600,000
Less 26,346 common shares of treasury stock, at cost.............. 689,000 689,000
------------ ------------
Total stockholders' equity.................................... 18,134,000 45,911,000
------------ ------------
Total liabilities and stockholders' equity.................... $ 45,539,000 $173,318,000
------------ ------------
------------ ------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
PREMIER PARKS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Revenue:
Theme park admissions............................. $12,874,000 $13,936,000 $21,863,000
Theme park food, merchandise, and other........... 8,986,000 10,963,000 19,633,000
----------- ----------- -----------
Total revenue................................... 21,860,000 24,899,000 41,496,000
----------- ----------- -----------
Operating costs and expenses:
Operating expenses................................ 10,401,000 12,358,000 19,775,000
Selling, general and administrative............... 4,768,000 5,448,000 9,272,000
Costs of products sold............................ 2,135,000 2,553,000 4,635,000
Depreciation and amortization..................... 1,537,000 1,997,000 3,866,000
----------- ----------- -----------
Total operating costs and expenses.............. 18,841,000 22,356,000 37,548,000
----------- ----------- -----------
Income from operations.......................... 3,019,000 2,543,000 3,948,000
Other income (expense):
Interest expense, net............................. (1,438,000) (2,299,000) (5,578,000)
Equity in loss of partnership..................... (142,000) (83,000) (69,000)
Other income (expense)............................ 6,000 9,000 (108,000)
----------- ----------- -----------
(1,574,000) (2,373,000) (5,755,000)
----------- ----------- -----------
Income (loss) before income taxes............... 1,445,000 170,000 (1,807,000)
Income tax expense (benefit)........................ 91,000 68,000 (762,000)
----------- ----------- -----------
Income (loss) before extraordinary loss......... 1,354,000 102,000 (1,045,000)
Extraordinary loss on extinguishment of debt, net of
income tax benefit of $90,000....................... -- -- (140,000)
----------- ----------- -----------
Net income (loss)............................... $ 1,354,000 $ 102,000 $(1,185,000)
----------- ----------- -----------
----------- ----------- -----------
Net income (loss) applicable to common stock.... $ 1,354,000 $ 102,000 $(1,714,000)
----------- ----------- -----------
----------- ----------- -----------
Weighted average number of common shares
outstanding....................................... 2,655,000 2,810,000 3,938,000
----------- ----------- -----------
----------- ----------- -----------
Income (loss) per common share:
Income (loss) before extraordinary loss........... $ .51 $ .04 $ (.40)
Extraordinary loss................................ -- -- (.04)
----------- ----------- -----------
Net income (loss)............................... $ .51 $ .04 $ (.44)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
PREMIER PARKS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

<TABLE>
<CAPTION>
SERIES A, 7%
CUMULATIVE
CONVERTIBLE
PREFERRED STOCK COMMON STOCK
------------------- --------------------- CAPITAL IN
SHARES SHARES EXCESS OF ACCUMULATED TREASURY
ISSUED AMOUNT ISSUED AMOUNT PAR VALUE DEFICIT STOCK TOTAL
------- -------- --------- -------- ----------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31,
1992...................... -- $ -- 2,681,565 $134,000 $45,769,000 $(33,376,000) $(689,000) $11,838,000
Net income................ -- -- -- -- -- 1,354,000 -- 1,354,000
------- -------- --------- -------- ----------- ------------ --------- -----------
Balances at December 31,
1993...................... -- -- 2,681,565 134,000 45,769,000 (32,022,000) (689,000) 13,192,000
Issuance of common stock:
Cash proceeds--net....... -- -- 619,815 31,000 4,154,000 -- -- 4,185,000
Exchange of debt for
equity.................... -- -- 97,087 5,000 650,000 -- -- 655,000
Net income................ -- -- -- -- -- 102,000 -- 102,000
------- -------- --------- -------- ----------- ------------ --------- -----------
Balances at December 31,
1994...................... -- -- 3,398,467 170,000 50,573,000 (31,920,000) (689,000) 18,134,000
Issuance of preferred
stock..................... 200,000 200,000 -- -- 19,800,000 -- -- 20,000,000
Conversion of debt to
equity.................... -- -- 1,485,433 74,000 8,888,000 -- -- 8,962,000
Net loss.................. -- -- -- -- -- (1,185,000) -- (1,185,000)
------- -------- --------- -------- ----------- ------------ --------- -----------
Balances at December 31,
1995...................... 200,000 $200,000 4,883,900 $244,000 $79,261,000 $(33,105,000) $(689,000) $45,911,000
------- -------- --------- -------- ----------- ------------ --------- -----------
------- -------- --------- -------- ----------- ------------ --------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
PREMIER PARKS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................... $ 1,354,000 $ 102,000 $(1,185,000)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization..................... 1,537,000 1,997,000 3,866,000
Extraordinary loss on early extinguishment of
debt................................................ -- -- 230,000
Amortization of discount on debt and debt issuance
costs............................................... 290,000 94,000 317,000
Gain on sale of assets............................ (3,000) (9,000) --
Equity in losses of partnerships.................. 142,000 83,000 69,000
Decrease in escrow cash accounts.................. 506,000 -- --
(Increase) decrease in accounts receivable........ (210,000) (496,000) 5,794,000
Deferred income taxes (benefit)................... 91,000 24,000 (808,000)
Increase in inventories and prepaid expenses...... (339,000) (422,000) (455,000)
(Increase) decrease in deposits and other
assets.............................................. (123,000) (891,000) 1,128,000
Increase (decrease) in accounts payable and
accrued expenses................................ (532,000) 511,000 (2,366,000)
Increase (decrease) in accrued interest payable... (14,000) 67,000 4,056,000
----------- ----------- -----------
Total adjustments............................. 1,345,000 958,000 11,831,000
----------- ----------- -----------
Net cash provided by operating activities........... 2,699,000 1,060,000 10,646,000
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of equipment................. 90,000 14,000 --
Increase in investments in and advances to
partnerships........................................ (114,000) (83,000) (63,000)
Additions to property and equipment................. (7,674,000) (10,108,000) (10,732,000)
Acquisition of Funtime Parks, Inc., net of cash
acquired............................................ -- -- (63,344,000)
----------- ----------- -----------
Net cash used in investing activities............... (7,698,000) (10,177,000) (74,139,000)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of debt................................... (8,252,000) (5,079,000) (17,487,000)
Proceeds from borrowings............................ 10,758,000 8,451,000 93,500,000
Net cash proceeds from issuance of preferred
stock............................................... -- -- 20,000,000
Net cash proceeds from issuance of common stock..... -- 4,185,000 --
Payments of debt issuance costs..................... (400,000) (100,000) (5,099,000)
----------- ----------- -----------
Net cash provided by financing activities........... 2,106,000 7,457,000 90,914,000
----------- ----------- -----------
(Decrease) increase in cash and cash equivalents.... (2,893,000) (1,660,000) 27,421,000
Cash and cash equivalents at beginning of year...... 5,919,000 3,026,000 1,366,000
----------- ----------- -----------
Cash and cash equivalents at end of year............ $ 3,026,000 $ 1,366,000 $28,787,000
----------- ----------- -----------
----------- ----------- -----------
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash paid for interest.............................. $ 1,433,000 $ 2,178,000 $ 2,018,000
----------- ----------- -----------
----------- ----------- -----------
Cash paid for income taxes (refund)................. $ -- $ 38,000 $ (22,000)
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

(Continued)

F-6
<PAGE>
PREMIER PARKS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995

Supplemental disclosure of noncash investing and financing activities:

1993

. The Company purchased certain rides and attractions through capital leases
with obligations totaling $2,745,000.

. In connection with a term loan obtained during the year, $5,824,000 was
used to retire existing notes with the same institution.

1994

. Common stock (97,087 shares) was exchanged for $655,000 of debt (note 9).

. The Company entered into two separate note agreements, aggregating
$570,000 for the purchase of property and equipment.

1995

. Common stock (1,485,433 shares) was exchanged for $9,095,000 of debt, net
of $133,000 of costs (notes 3 and 9).

. The Company purchased certain rides and attractions through capital leases
with obligations totaling $3,259,000.

See accompanying notes to consolidated financial statements.

F-7
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1994 AND 1995

(1) SUMMARY OF SIGNIFICANT POLICIES

DESCRIPTION OF BUSINESS

Premier Parks Inc. (the Company) owns and operates regional themed amusement
and water parks. The Company and its subsidiaries currently own and operate six
parks: Frontier City, a western theme park located in Oklahoma City, Oklahoma;
White Water Bay, a tropical theme water park located in Oklahoma City, Oklahoma;
Adventure World, a combination theme and water park located in Largo, Maryland;
Geauga Lake, a combination theme and water park located near Cleveland, Ohio;
Darien Lake & Camping Resort, a combination theme and water park with an
adjacent camping resort and performing arts center, located between Buffalo and
Rochester, New York; and Wyandot Lake, a water park which also includes "dry
rides" located in Columbus, Ohio.

BASIS OF PRESENTATION

The Company's accounting policies reflect industry practices and conform to
generally accepted accounting principles.

The consolidated financial statements include the accounts of the Company,
its wholly owned subsidiaries, and the limited partnership (Frontier City
Partners Limited Partnership) in which the Company beneficially owns 100% of the
partnership interests. Intercompany transactions and accounts have been
eliminated in consolidation.

The Company's investment in a partnership in which it does not own a
controlling interest is accounted for using the equity method.

CASH EQUIVALENTS

Cash equivalents of $26,728,000 at December 31, 1995, consist of short-term
highly liquid investments with an original maturity of three months or less,
which are readily convertible into cash. For purposes of the consolidated
statements of cash flows, the Company considers all highly liquid debt
instruments with original maturities of three months or less to be cash
equivalents.

INVENTORIES

Inventories are stated at the lower of cost (first in, first out) or market
and consist of products for resale including merchandise and food and
miscellaneous supplies including repair parts for rides.

ADVERTISING COSTS

Production costs of commercials and programming are charged to operations in
the year first aired. The costs of other advertising, promotion, and marketing
programs are charged to operations in the year incurred. The amounts capitalized
at year-end are included in prepaid expenses.

DEFERRED CHARGES

The Company capitalizes all costs related to the issuance of debt with such
costs included in deferred charges in the consolidated balance sheets. The
capitalized debt costs at December 31, 1995

F-8
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(1) SUMMARY OF SIGNIFICANT POLICIES--(CONTINUED)
relate to the senior notes and senior credit facility and the amortization of
such costs are recognized as interest expense under a method approximating the
interest method over the life of the respective debt issue.

DEPRECIATION AND AMORTIZATION

Buildings and improvements are depreciated over their estimated useful lives
of approximately 30 years by use of the straight-line method. Furniture and
equipment are depreciated using the straight-line method over 5-10 years. Rides
and attractions are depreciated using the straight-line method over 5-25 years.
Amortization of property associated with capitalized lease obligations is
included in depreciation expense in the consolidated financial statements.

Maintenance and repairs are charged directly to expense as incurred, while
betterments and renewals are generally capitalized in the property accounts.
When an item is retired or otherwise disposed of, the cost and applicable
accumulated depreciation are removed and the resulting gain or loss is
recognized.

INTANGIBLE ASSETS

Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over the expected
period to be benefited, generally 25 years. The Company assesses the
recoverability of this intangible asset by determining whether the amortization
of the goodwill balance over its remaining life can be recovered through
undiscounted future operating cash flows of the acquired operations. The amount
of goodwill impairment, if any, is measured based on projected discounted future
operating cash flows using an appropriate interest rate. The assessment of the
recoverability of goodwill will be impacted if estimated future operating cash
flows are not achieved.

INTEREST EXPENSE RECOGNITION

Interest on notes payable is generally recognized as expense on the basis of
stated interest rates. Notes payable and capitalized lease obligations that do
not have a stated interest rate or that have interest rates considered to be
lower than prevailing market rates (when the obligations were incurred) are
carried at amounts discounted to impute a market rate of interest cost. Total
interest expense incurred was $1,481,000, $2,341,000, and $6,074,000 in 1993,
1994 and 1995, respectively. Interest expense in the accompanying consolidated
statements of operations is shown net of interest income.

INCOME TAXES

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.

F-9
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(1) SUMMARY OF SIGNIFICANT POLICIES--(CONTINUED)
INCOME (LOSS) PER SHARE

Income (loss) per share is computed based on income (loss) applicable to
common stock divided by the weighted average number of common shares outstanding
during the period. For the year ended December 31, 1995, no warrants, options,
or potential shares from convertible securities were considered as the effect
would be antidilutive. For the years ended December 31, 1993 and 1994, warrants
and options outstanding have been excluded from the per share calculations as no
active trading market existed for the Company's common stock during those
periods.

The Company's former senior subordinated notes were converted into common
shares in 1995. For 1993 and 1994, the senior subordinated notes were considered
to be potentially dilutive securities. The weighted average number of common
shares attributable to the conversion feature of the notes was 475,600 and
1,120,000 for the years ended December 31, 1993 and 1994, respectively. The
former senior subordinated notes bore interest and if the notes had been
converted, the interest expense on the notes in 1993 or 1994 would not have been
incurred. After consideration of the increase in income that would have occurred
from the reduction in interest expense, the effect of the convertible shares on
income was antidilutive.

The Company issued convertible preferred stock in 1995 which is a
potentially dilutive security. The 2,424,000 common shares that would result
from conversion of the preferred stock (without consideration of accumulated
dividends) are not considered in the 1995 calculation of loss per share, as the
effect would be antidilutive. Accumulated, but unpaid, preferred stock dividends
of $529,000 were considered in determining net loss applicable to common stock
in 1995.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Reclassifications have been made to certain amounts reported in 1993 and
1994 to conform with the 1995 presentation.

(2) FAIR VALUE OF FINANCIAL INSTRUMENTS

The recorded amounts for cash and cash equivalents, accounts receivable,
deposits, accounts payable and accrued expenses, and accrued interest payable
approximate fair value because of the short maturity of these financial
instruments. The fair value estimates, methods, and assumptions relating to the
Company's other financial instruments are discussed in note 6.

(3) ACQUISITION OF THEME PARKS

Pursuant to a merger agreement, the Company acquired Funtime Parks, Inc.
(Funtime), a company owning three regional theme parks, for an initial purchase
price of approximately $60,000,000

F-10
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(3) ACQUISITION OF THEME PARKS--(CONTINUED)
in cash with an additional amount of approximately $5,400,000 paid to the former
shareholders as a post closing adjustment related to the operating cash flows of
the former Funtime parks after the acquisition. The acquisition was accounted
for as a purchase. The allocation of the purchase price was determined based
upon estimates of fair value as determined by independent appraisal. As of the
acquisition date and after giving effect to the purchase, $18,030,000 of
deferred tax liabilities were recognized for the tax consequences attributable
to the differences between the financial statement carrying amounts and the tax
basis of Funtime's assets and liabilities. Approximately $13,500,000 of cost in
excess of the fair value of the net assets acquired was recorded as goodwill. To
fund the acquisition, on August 15, 1995, the Company issued $90,000,000
aggregate principal amount of 12% senior notes due 2003 (the Notes) and
$20,000,000 of convertible preferred stock and converted approximately
$9,100,000 of previously existing indebtedness into Company common stock. Except
in the case of a change of control (as defined in the indenture relating to the
Notes) and certain other circumstances, no principal payment on the Notes is due
prior to maturity (August 15, 2003). As part of the acquisition, $2,500,000 of
the purchase price was placed into escrow as an indemnification fund. Except in
limited circumstances, the indemnification fund represents the sole source of
funds for indemnification claims made by the Company against the former
shareholders of Funtime. The escrow is to be released in February 1997. The
indemnification fund is classified in the accompanying consolidated financial
statements as a deposit and as a noncurrent other liability.

The accompanying 1995 consolidated statement of operations reflects the
results of Funtime from the date of acquisition (August 15, 1995).

F-11
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(3) ACQUISITION OF THEME PARKS--(CONTINUED)
The following summarized pro forma results of operations for the years ended
December 31, 1994 and 1995, assumes that the acquisition and related
transactions occurred as of the beginning of 1994 (in thousands):
<TABLE>
<CAPTION>
1994 1995
-------- --------
(UNAUDITED)
<S> <C> <C>
Revenue:
Theme park admissions................................................ $ 34,275 $ 37,738
Theme park food, merchandise, and other.............................. 41,319 42,401
-------- --------
Total revenue.................................................... 75,594 80,139
-------- --------
Operating costs and expenses:
Operating expenses................................................... 34,832 35,440
Selling, general and administrative.................................. 12,380 14,089
Costs of products sold............................................... 9,188 9,489
Depreciation and amortization........................................ 5,768 6,303
-------- --------
Total operating costs and expenses............................... 62,168 65,321
-------- --------
Income from operations................................................. 13,426 14,818
-------- --------
Interest expense, net.................................................. (11,559) (11,099)
Equity in loss of partnership.......................................... (83) (69)
Other income (expense)................................................. (27) (108)
-------- --------
Total other expense.............................................. (11,669) (11,276)
-------- --------
Income before income taxes and extraordinary loss...................... 1,757 3,542
Income tax expense..................................................... 948 1,642
-------- --------
Income before extraordinary loss....................................... $ 809 $ 1,900
-------- --------
-------- --------
Income (loss) before extraordinary loss applicable to common stock..... $ (591) $ 500
-------- --------
-------- --------
Income (loss) before extraordinary loss per common share............... $ (.10) $ .10
-------- --------
-------- --------

(4) INVESTMENT IN AND ADVANCES TO A PARTNERSHIP

1994 1995
---------- ----------
40% general partner capital interest (including cumulative advances
of $1,278,000 and $1,341,000 at December 31, 1994 and 1995,
respectively) in 229 East 79th Street Associates LP, a limited
partnership (Associates) formed in 1987 to acquire, operate,
manage, and convert to cooperative ownership a residential
building located at 229 East 79th Street, New York, NY........... $1,124,000 $1,118,000
---------- ----------
---------- ----------
</TABLE>

While the Company is a general partner, the Company does not operate,
manage, or control the limited partnership. Operations, management, and control
are performed by the managing general partner.

Under the terms of the partnership agreement, the Company funds 40% of
required working capital needed by Associates. During 1994 and 1995, the Company
made advances of $83,000 and $63,000, respectively. Presently, the Company
expects to continue to advance funds as needed during 1996. The Company has
guaranteed up to approximately $270,000 of borrowings by Associates in
connection with its acquisition of real estate. However, if at the time of a
default by Associates, the

F-12
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(4) INVESTMENT IN AND ADVANCES TO A PARTNERSHIP--(CONTINUED)
lender is paid amounts accrued to date, the Company will be relieved of its
obligation under its guaranty.

The following information summarizes the financial position of Associates
and the results of its operations:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1994 1995
---------- ----------
<S> <C> <C>
Assets............................................................. $3,686,000 $3,496,000
---------- ----------
---------- ----------
Liabilities........................................................ 4,072,000 4,061,000
Partners' deficit.................................................. (386,000) (565,000)
---------- ----------
$3,686,000 $3,496,000
---------- ----------
---------- ----------

<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1993 1994 1995
--------- --------- ---------
<S> <C> <C> <C>
Revenues................................................. $ 300,000 $ 294,000 $ 288,000
Costs and expenses....................................... 612,000 534,000 461,000
--------- --------- ---------
(312,000) (240,000) (173,000)
(Loss) gain on sale of co-op shares...................... (43,000) 32,000 --
--------- --------- ---------
Net loss........................................... $(355,000) $(208,000) $(173,000)
--------- --------- ---------
--------- --------- ---------

(5) PROPERTY AND EQUIPMENT

Property and equipment, at cost, are classified as follows

<CAPTION>
1994 1995
----------- ------------
<S> <C> <C>
Theme parks:
Land.......................................................... $ 5,964,000 $ 12,230,000
Buildings and improvements.................................... 15,213,000 54,935,000
Rides and attractions......................................... 20,179,000 51,653,000
Equipment..................................................... 3,486,000 7,088,000
----------- ------------
Total theme parks......................................... 44,842,000 125,906,000
Less accumulated depreciation................................. 6,270,000 9,905,000
----------- ------------
$38,572,000 $116,001,000
----------- ------------
----------- ------------

Included in property and equipment are costs and accumulated depreciation
associated with capital leases as follows:

<CAPTION>
1994 1995
---------- ----------
<S> <C> <C>
Cost............................................................... $2,745,000 $6,005,000
Accumulated depreciation........................................... (165,000) (334,000)
---------- ----------
$2,580,000 $5,671,000
---------- ----------
---------- ----------
</TABLE>

F-13
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DECEMBER 31, 1993, 1994 AND 1995

(6) LONG-TERM DEBT AND CAPITALIZED LEASE OBLIGATIONS

At December 31, 1994 and 1995, debt consists of:

<TABLE>
<CAPTION>
1994 1995
----------- -----------
<S> <C> <C>
Capitalized lease obligations:
Capitalized lease obligations expiring 1997 through 2000,
requiring aggregate annual lease payments ranging from
approximately $1,172,000 to $360,000 including implicit
interest at rates ranging from 9.875% to 11% and secured by
equipment with a net book value of approximately $5,671,000
as of December 31, 1995...................................... $ 1,873,000 $ 4,222,000
Debt to unrelated parties:
Senior notes(a)................................................ -- 90,000,000
Senior subordinated convertible debt maturing in 2000,
convertible into common stock at a conversion price of $6.25,
requiring quarterly interest payments at 9.5% per annum(b)... 1,240,000 --
Term note payable due December 1998, requiring monthly interest
payments at prime plus 1% (9.5% as of December 31, 1994) and
principal payments annually and borrowings under a revolving
line of credit(c)................................................ 12,451,000 --
Other debt..................................................... 689,000 56,000
----------- -----------
Total--debt to unrelated parties............................... 14,380,000 90,056,000
----------- -----------
Debt to related parties:
Junior subordinated loan payable with interest at 8% per annum
plus accrued interest unpaid(d).................................. 2,095,000 --
Senior subordinated convertible debt maturing in 2000,
convertible into common stock at a conversion price of $6.25
requiring quarterly interest payments at 9.5% per annum
(b).............................................................. 5,760,000 --
----------- -----------
Total--debt to related parties................................. 7,855,000 --
----------- -----------
Total........................................................ $24,108,000 $94,278,000
----------- -----------
----------- -----------
</TABLE>

- ------------

<TABLE>
<C> <S>
(a) The notes are senior unsecured obligations of the Company, with a $90,000,000 aggregate
principal amount, and mature on August 15, 2003. The notes bear interest at 12% per
annum payable semiannually on August 15 and February 15 of each year, commencing
February 15, 1996. The notes are redeemable, at the Company's option, in whole or part,
at any time on or after August 15, 1999, at varying redemption prices. Additionally, at
any time and from time-to-time prior to August 15, 1998, the Company may redeem in the
aggregate up to 33 1/3% of the original aggregate principal amount of notes with the
proceeds of one or more public equity offerings at a redemption price of 110% of the
principal amount. These notes are guaranteed by all of the Company's principal
operating subsidiaries.

The indenture under which the notes were issued places limitations on operations and
sales of assets by the Company or its subsidiaries, requires maintenance of certain
financial ratios, and limits the Company's ability to pay cash dividends or make other
distributions to the holders of its capital stock or to redeem such stock.

The indenture permits the Company, subject to certain limitations, to incur additional
indebtedness, including secured senior indebtedness under its $20,000,000 senior credit
facility described below.
</TABLE>

F-14
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(6) LONG-TERM DEBT AND CAPITALIZED LEASE OBLIGATIONS--(CONTINUED)
<TABLE>
<C> <S>
The Company is a holding company with no operations or assets other than its investment
in its wholly-owned direct and indirect subsidiaries and its investment in Associates.
All of the Company's subsidiaries, except for one indirect wholly owned subsidiary,
Funtime-Famous Recipe, Inc., are full, unconditional, and joint and several guarantors
of the notes. The assets and operations of Funtime-Famous Recipe, Inc. are
inconsequential to the Company and its consolidated financial condition and results of
operations. Condensed financial statement information for the guarantors is not
included herein, as the Company does not believe such information would be material to
the understanding of the Company and its direct and indirect subsidiaries.

(b) During 1993, the Company consummated a private placement of $7,000,000 of its 9.5%
senior subordinated convertible notes due March 2000. The notes were funded on July 29,
1993. The notes were convertible into shares of common stock at the conversion price of
$6.25 per share subject to certain antidilution adjustments. These notes were converted
into 1,175,063 common shares during 1995.

(c) On December 7, 1993, the Company entered into a loan agreement with a financial
institution which provided for a $13,583,000 term loan facility due December 31, 1997,
and a $3,500,000 revolving line of credit that was due December 31, 1995. The term loan
facility was fully funded in 1994. The revolving line had a zero balance at December
31, 1994. All amounts outstanding including amounts advanced under the line of credit
were repaid during 1995 in connection with the issuance of the senior notes.
Additionally, the line of credit was cancelled.

(d) On October 30, 1992, in connection with a private placement, the Company consolidated
the outstanding Windcrest Partners loans in the principal amount of $2,095,000 into a
junior subordinated term loan. Under the terms of this loan agreement, interest was
payable monthly at the rate of 8% per annum until maturity on December 31, 1999. The
junior term loan was exchanged for common stock (310,370 shares) during 1995.
</TABLE>

Annual maturities of long-term debt and capitalized lease obligations during
the five years subsequent to December 31, 1995, are as follows:

1996.......................................... $ 1,065,000

1997.......................................... 1,473,000
1998.......................................... 713,000
1999.......................................... 360,000
2000 and thereafter........................... 90,667,000
-----------
$94,278,000
-----------
-----------

The Company's $20,000,000 senior credit facility is secured by substantially
all of the Company's assets (other than real estate), including the capital
stock of its subsidiaries. The facility matures in August 1998. At December 31,
1995, no advances were outstanding under the senior credit facility. Advances
under the senior credit facility will bear interest at a variable rate.

The senior credit facility contains restrictive covenants that, among other
things, limit the ability of the Company and its subsidiaries to dispose of
assets; incur additional indebtedness or liens; pay cash dividends; repurchase
stock; make investments; engage in mergers or consolidations; engage in certain
transactions with subsidiaries and affiliates; and redeem or purchase the senior
notes. In addition, the senior credit facility requires that the Company comply
with certain specified financial ratios and tests, including cash interest
expense coverage, a minimum net worth requirement and a maximum capital
expenditure requirement.

F-15
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(6) LONG-TERM DEBT AND CAPITALIZED LEASE OBLIGATIONS--(CONTINUED)
The fair value of the Company's long-term debt is estimated by using quoted
bond prices or discounted cash flow analyses based on current borrowing rates
for debt with similar maturities. Under the above assumptions the estimated fair
value of long-term debt and capitalized lease obligations at December 31, 1995,
is approximately $103,000,000.

(7) INCOME TAXES

The Company recognized an income tax benefit of $852,000 in 1995. The
benefit of $762,000 was allocated to loss before income taxes and $90,000 to the
extraordinary loss.

Income tax expense (benefit) allocated to operations for 1993, 1994 and 1995
consists of the following:

<TABLE>
<CAPTION>
CURRENT DEFERRED TOTAL
-------- --------- ---------
<S> <C> <C> <C>
1993:
U.S. Federal............................ $ -- $ 75,000 $ 75,000
State and local......................... -- 16,000 16,000
-------- --------- ---------
$ -- $ 91,000 $ 91,000
-------- --------- ---------
-------- --------- ---------
1994:
U.S. Federal............................ $ 44,000 $ 15,000 $ 59,000
State and local......................... -- 9,000 9,000
-------- --------- ---------
$ 44,000 $ 24,000 $ 68,000
-------- --------- ---------
-------- --------- ---------
1995:
U.S. Federal............................ $(44,000) $(508,000) $(552,000)
State and local......................... -- (210,000) (210,000)
-------- --------- ---------
$(44,000) $(718,000) $(762,000)
-------- --------- ---------
-------- --------- ---------
</TABLE>

Recorded income tax expense (benefit) allocated to operations differed from
amounts computed by applying the U.S. federal income tax rate of 34% to pretax
income approximately as follows:

<TABLE>
<CAPTION>
1993 1994 1995
--------- ------- ---------
<S> <C> <C> <C>
Computed "expected" federal income tax expense (benefit)... $ 491,000 $58,000 $(614,000)
Amortization of goodwill................................... -- -- 78,000
Other, net................................................. (6,000) 1,000 (16,000)
Effect of state and local income taxes..................... 16,000 9,000 (210,000)
Change in the beginning-of-the-year balance of the
valuation allowance for deferred tax assets.............. (410,000) -- --
--------- ------- ---------
$ 91,000 $68,000 $(762,000)
--------- ------- ---------
--------- ------- ---------
</TABLE>

Substantially all of the Company's future taxable temporary differences
(deferred tax liabilities) relate to the different financial accounting and tax
depreciation methods and periods for property and

F-16
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(7) INCOME TAXES--(CONTINUED)
equipment. The Company's net operating loss carryforwards and alternative
minimum tax carryforwards represent future income tax deductions (deferred tax
assets). The tax effects of these temporary differences as of December 31, 1994
and 1995, are presented below:

<TABLE>
<CAPTION>
1994 1995
---------- -----------
<S> <C> <C>
Deferred tax assets before valuation allowance.................... $3,161,000 $ 7,860,000
Less valuation allowance.......................................... -- --
---------- -----------
Net deferred tax assets........................................... 3,161,000 7,860,000
Deferred tax liabilities.......................................... 5,075,000 27,005,000
---------- -----------
Net deferred tax liability........................................ $1,914,000 $19,145,000
---------- -----------
---------- -----------
</TABLE>

The Company's deferred tax liability results from the financial carrying
value for assets acquired in the Funtime acquisition, which was based upon the
fair value at the acquisition date being substantially in excess of Funtime's
tax basis in the assets and from the Company's remaining depreciable assets
being depreciated primarily over a 7-year period for tax reporting purposes and
a longer 20- to 25-year period for financial purposes. The faster tax
depreciation has resulted in tax losses which can be carried forward to offset
future taxable income. Because the Company's assets' financial carrying value
and tax basis difference will primarily reverse before the expiration of the net
operating loss carryforwards and taking into account the Company's projections
of future taxable income over the same period, management believes that it will
more likely than not realize the benefits of these net future deductions.

The Company experienced an ownership change within the meaning of the
Internal Revenue Code Section 382 and the regulations thereunder on October 30,
1992, as a result of the issuance of 2,200,000 shares of common stock. As a
result of the ownership change, net operating loss carryforwards generated
before the ownership change can be deducted in subsequent periods only in
certain limited situations. Accordingly, it is probable that the Company will
not be able to use net operating loss carryforwards generated prior to October
30, 1992. None of the pre-October 30, 1992, net operating loss carryforwards
were considered in computing the Company's available net operating loss
carryforwards and deferred tax liability. Net operating loss carryforwards
generated after October 30, 1992, can be utilized without restriction unless
another ownership change in excess of 50% during any three-year period occurs.

As of December 31, 1995, the Company has approximately $13,681,000 of
unrestricted net operating loss and $4,077,000 of alternative minimum tax
carryforwards available for federal income tax purposes which expire in 2008
through 2010. Additionally, the Company has $1,864,000 of alternative minimum
tax credits which have no expiration date.

(8) PREFERRED STOCK

The Company has authorized 500,000 shares of preferred stock, $1 par value.
During 1995, the Company issued 200,000 shares of Series A 7% cumulative
convertible preferred stock at $100 per share.

All shares of Series A preferred stock rank senior and prior in right to all
of the Company's now or hereafter issued common stock with respect to dividend
payments and distribution of assets upon liquidation or dissolution of the
Company.

F-17
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(8) PREFERRED STOCK--(CONTINUED)
Holders of Series A preferred stock are entitled to receive cumulative
dividends at an annual rate of $7 per share. At the Company's election,
dividends are payable in cash and/or in additional Series A preferred stock. The
terms of the Company's senior notes and senior credit facility limit the
Company's ability to pay cash dividends.

At the option of the holder, the Series A preferred stock may be converted
into fully-paid and nonassessable shares of common stock. The number of shares
of common stock deliverable upon conversion of one share of Series A preferred
stock will be determined by dividing $100 by the then applicable conversion
rate. The initial conversion rate was $8.25 and will be adjusted from time to
time in accordance with the provisions of the Series A preferred stock. The
Company has agreed to provide the preferred stockholders certain registration
rights relative to the common stock issued upon conversion of the preferred
stock.

The Company may redeem the Series A preferred stock at any time in whole or
from time to time in part at a redemption price of $100 per share provided that
either certain common stock market price levels are met or that the Company will
have consummated an underwritten public offering of common stock with gross
proceeds of at least $15,000,000.

(9) CAPITAL STOCK

In October 1994, the Company issued 619,815 common shares in a private
placement with existing stockholders for cash. In connection with this
placement, Windcrest Partners also exchanged $655,000 of then existing debt for
97,087 shares of common stock. The Company has agreed to provide the
stockholders certain registration rights in the future.

In August 1995, the Company issued 1,175,063 common shares in full exchange
for the Company's $7,000,000 senior subordinated convertible notes and 310,370
common shares in full exchange for the Company's $2,095,000 junior subordinated
term loan. The Company has agreed to provide the stockholders certain
registration rights in the future.

(10) STOCK OPTIONS AND WARRANTS

In 1993, 1994 and 1995, certain members of the Company's management were
issued seven-year options to purchase 153,200, 36,000, and 248,000 shares of
common stock, at an exercise price of $5.00, $7.50, and $8.25 per share,
respectively, under the Company's 1993 and 1995 Stock Option and Incentive
Plans. The options granted in 1995 are subject to the approval of the Company's
shareholders at the 1996 annual meeting. These options may be exercised on a
cumulative basis with 20% of the total exercisable on date of issuance and with
an additional 20% being available for exercise on each of the succeeding
anniversary dates. Any unexercised portion of the options will automatically and
without notice terminate upon the seventh anniversary of the issuance date or
upon termination of employment. At December 31, 1995, 101,520 options were
exercisable.

In October 1989, the Company's current chairman was issued a ten-year
warrant to purchase 26,346 shares of common stock (currently being held as
treasury stock) at an exercise price of $1.00 per share and a ten-year warrant
to purchase 18,693 shares of common stock at an exercise price of $1.00 per
share.

F-18
<PAGE>
PREMIER PARKS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(11) CASUALTY LOSS

On July 27, 1994, high winds damaged the Company's Adventure World location.
The loss was covered by insurance and the total insurance benefits recognized
during 1994 were $748,000, including approximately $348,000 accrued as a
receivable, which was collected subsequent to December 31, 1994. The Company
spent approximately $393,000 in 1994 to replace and repair capital assets which
had been destroyed or damaged. Insurance proceeds in excess of the net book
value of destroyed assets and the repair costs of damaged assets were
approximately $417,000 and are reflected in the 1994 consolidated statement of
operations in theme parks revenue.

(12) COMMITMENTS AND CONTINGENCIES

The Company leases office space under a lease agreement which expires April
30, 2001. The lease requires minimum monthly payments over its term and also
escalation charges for proportionate share of expenses as defined in the lease.
The Company may also terminate the lease during 1996 and pay a termination
penalty. Windcrest Partners, an affiliate of the Company, shares office space
with the Company and has agreed to pay 50% of the rental payments. Rent expense
recognized by the Company (after deduction of amounts paid by Windcrest
Partners) for the years ended December 1993, 1994 and 1995, aggregated $70,000,
$68,000, and $68,000, respectively. Future minimum lease payments (exclusive of
amounts to be reimbursed by Windcrest Partners) on operating leases for the
Company's office space and equipment (with initial or remaining lease terms in
excess of one year), are as follows:

1996............................................................ $416,000
1997............................................................ 336,000
1998............................................................ 220,000
1999............................................................ 70,000
2000............................................................ 70,000
Later years..................................................... 70,000

The Company is not a party to, nor is its property subject to, any pending
material legal proceedings.

(13) CERTAIN TRANSACTIONS

In connection with the acquisition of Funtime and the issuance of the
$90,000,000 senior notes, the Company paid investment banking and financial
advisory fees in the amount of $800,000 and $475,000 to Lepercq, de Neuflize &
Co. Incorporated (Lepercq) and Hanseatic Corporation (Hanseatic), respectively.
Two directors of the Company are managing director and treasurer, respectively,
of Lepercq and Hanseatic.

(14) SUBSEQUENT EVENT

On April 4, 1996, a majority of the Company's common and preferred
shareholders and the Company's board of directors approved a one-for-five
reverse stock split effective May 6, 1996. The par value of the common stock was
increased to $.05 per share from $.01 per share. Additionally, the authorized
common shares of the Company were reduced to 30,000,000. The accompanying
consolidated financial statements and notes to the consolidated financial
statements reflect the reverse stock split as if it had occurred as of the
earliest date presented.

F-19
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders
FUNTIME PARKS, INC.
Aurora, Ohio

We have audited the accompanying consolidated balance sheets of Funtime Parks,
Inc. and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of operations, redeemable preferred stock and
stockholders' equity (deficit), and cash flows for each of the three years in
the period ended December 31, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Funtime Parks,
Inc. and subsidiaries at December 31, 1994 and 1993, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1994, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to the financial statements, in 1993 the Company changed
its method of accounting for income taxes.

ERNST & YOUNG LLP

January 25, 1995,
except for Note 13, as to which the date is
August 29, 1995
Akron, Ohio

F-20
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------- JULY 2,
1993 1994 1995
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash..................................................... $ 185,800 $ 171,394 $ 107,016
Trade receivable......................................... 8,881 6,714 2,454,980
Other receivables........................................ 196,707 138,546 93,346
Refundable income taxes.................................. 240,000 -- --
Prizes and other supplies................................ 1,876,825 1,720,528 2,849,395
Other current assets--Note 6............................. 757,183 590,197 583,297
----------- ----------- -----------
Total current assets................................. 3,265,396 2,627,379 6,088,034
Deferred charges, less accumulated amortization
(1993--$44,614; 1994--$313,494; July 2,
1995--$559,468)........................................... 777,929 519,049 276,340
Property and equipment
Land and land improvements............................... 18,092,049 19,986,705 19,986,706
Buildings and building improvements...................... 15,950,066 16,899,094 16,899,094
Equipment................................................ 39,888,326 43,000,651 43,000,650
Construction in progress................................. 380,359 118,111 1,072,817
----------- ----------- -----------
74,310,800 80,004,561 80,959,267
Less accumulated depreciation............................ 30,491,646 35,784,701 39,100,701
----------- ----------- -----------
43,819,154 44,219,860 41,858,566
----------- ----------- -----------
Total assets......................................... $47,862,479 $47,366,288 $48,222,940
----------- ----------- -----------
----------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Revolving line of credit................................. $ 4,133,192 $ 5,500,351 $ 8,075,979
Accounts payable......................................... 1,059,004 719,457 3,547,036
Accrued taxes, other than income taxes................... 608,029 639,493 920,033
Accrued payroll and related expenses..................... 227,923 5,132 622,292
Income taxes payable..................................... 392,048 92,342 43,641
Accrued interest......................................... 390,711 1,539,017 1,820,486
Other accrued liabilities--Note 6........................ 2,123,132 2,571,202 4,358,741
Current portion of long-term debt........................ 3,100,000 20,782,304 20,157,705
----------- ----------- -----------
Total current liabilities................................. 12,034,039 31,849,298 39,545,913
Non-current obligations:
Long-term debt, less current portion--Note 2............. 31,796,627 10,528,131 10,643,283
Deferred income taxes--Note 4............................ 7,356,000 7,205,000 4,483,055
Other long-term liabilities.............................. 556,240 1,483,293 1,487,518
----------- ----------- -----------
39,708,867 19,216,424 16,613,856
Stockholders' equity (deficit)
Common stock--without par value (stated value of $1,000
per share, authorized 4,000 shares; issued 1,800 shares
at December 31, 1993 and 3,013 shares at December 31,
1994 and July 2, 1995, respectively)................... 1,800,000 3,013,043 3,013,043
Retained earnings (deficit).............................. (5,409,191) (6,278,262) (10,546,965)
----------- ----------- -----------
(3,609,191) (3,265,219) (7,502,614)
Less:
Cost of common stock in treasury......................... 166,536 329,515 298,207
Value of warrant put option.............................. 104,700 104,700 104,700
----------- ----------- -----------
Total stockholders' equity (deficit)................. (3,880,427) (3,699,434) (7,936,829)
----------- ----------- -----------
Total liabilities and stockholders' equity
(deficit)................................................. $47,862,479 $47,366,288 $48,222,940
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

See accompanying notes.

F-21
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994, AND THE
SIX MONTHS ENDED JULY 2, 1995 (UNAUDITED)
<TABLE>
<CAPTION>
SIX
MONTHS
ENDED
JULY 2,
1992 1993 1994 1995
----------- ------------ ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Redeemable Preferred Stock:
Series A Senior Preferred Stock:
Balance, beginning of year......... $ 7,000,000 $ 7,000,000 $ -- $ --
Redeem Preferred Stock in exchange
for subordinated debt.................. -- (7,000,000) -- --
----------- ------------ ----------- ------------
Balance, end of year............... $ 7,000,000 $ -- $ -- $ --
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Series B Senior Preferred Stock:
Balance, beginning of year......... $ 2,354,940 $ 3,027,780 $ -- $ --
Issuance of 672.84 shares of Series
B Senior Preferred Stock for
payment of stock dividend........ 672,840 -- -- --
Issuance of 1,176.82 shares of
Series B Senior Preferred Stock
for payment of stock dividend.... -- 1,176,820 -- --
Redeem Preferred Stock in exchange
for subordinated debt.................. -- (4,204,600) -- --
----------- ------------ ----------- ------------
Balance, end of period............. $ 3,027,780 $ -- $ -- $ --
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Series A Junior Preferred Stock:
Balance, beginning of year......... $ 2,500,000 $ 2,500,000 $ -- $ --
Redeem preferred stock in exchange
for long-term debt..................... -- (2,500,000) -- --
----------- ------------ ----------- ------------
Balance, end of year............... $ 2,500,000 $ -- $ -- $ --
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Series B Junior Preferred Stock:
Balance, beginning of year......... $ 886,025 $ 1,139,175 $ -- $ --
Issuance of 253.15 shares of Series
B Junior Preferred Stock for
payment of stock dividend........ 253,150 -- -- --
Issuance of 442.768 shares Series B
Junior Preferred Stock for
payment of stock dividend........ -- 442,768 -- --
Redeem preferred stock in exchange
for long-term debt..................... -- (1,581,943) -- --
----------- ------------ ----------- ------------
Balance, end of year............... $ 1,139,175 $ -- $ -- --
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Total Redeemable Preferred Stock:
Balance, beginning of year......... $12,740,965 $ 13,666,955 $ -- $ --
Issuance of Series B Senior
Preferred Stock for payment of
stock dividend......................... 672,840 1,176,820 -- --
Issuance of Series B Junior
Preferred Stock for payment of
stock dividend......................... 253,150 442,768 -- --
Redeem Preferred Stock in exchange
for subordinated debt.................. -- (11,204,600) -- --
Redeem Preferred Stock in exchange
for long term debt..................... -- (4,081,943) -- --
----------- ------------ ----------- ------------
Balance, end of year............... $13,666,955 $ -- $ -- $ --
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
</TABLE>

F-22
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS' EQUITY (DEFICIT)--(CONTINUED)
YEARS ENDED DECEMBER 31, 1992, 1993 AND 1994, AND THE
SIX MONTHS ENDED JULY 2, 1995 (UNAUDITED)

<TABLE>
<CAPTION>
SIX
MONTHS
ENDED
JULY 2,
1992 1993 1994 1995
----------- ------------ ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Stockholder's Equity (Deficit)
Common stock--shares outstanding:
Balance, beginning of year......... $ 1,800 $ 1,800 $ 1,800 $ 3,013
Exercise G Warrants................ -- -- 1,213 --
----------- ------------ ----------- ------------
Balance, end of year............... $ 1,800 $ 1,800 $ 3,013 $ 3,013
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Common stock--amount:
Balance, beginning of year......... $ 1,800,000 $ 1,800,000 $ 1,800,000 $ 3,013,043
Exercise G Warrants................ -- -- 1,213,043 --
----------- ------------ ----------- ------------
Balance, end of period............. $ 1,800,000 $ 1,800,000 $ 3,013,043 $ 3,013,043
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Treasury Stock:
Balance, beginning of year......... $ (166,536) $ (166,536) $ (166,536) $ (329,515)
Purchase treasury shares........... -- -- (207,416) --
Issue treasury shares.............. -- -- 44,437 31,308
----------- ------------ ----------- ------------
Balance, end of period............. $ (166,536) $ (166,536) $ (329,515) $ (298,207)
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Warrant Put Option:
Balance, beginning of year......... $ -- $ -- $ (104,700) $ (104,700)
Record value of warrant put
option................................. -- (104,700) -- --
----------- ------------ ----------- ------------
Balance, end of year............... $ -- $ (104,700) $ (104,700) $ (104,700)
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
Accumulated deficit:
Balance, beginning of year......... $(2,120,572) $ (3,301,914) $(5,409,191) $ (6,278,262)
Net income (loss).................. 383,791 330,902 263,196 (4,257,395)
Dividends Paid..................... (639,143) (809,579) -- --
Issuance of Series B Senior
Preferred Stock for payment of
stock dividend......................... (672,840) (1,176,820) -- --
Issuance of Series B Junior
Preferred Stock for payment of
stock dividend......................... (253,150) (442,768) -- --
Unamortized discount on
subordinated debt, net of income
tax.................................... -- 586,288 -- --
Cancel H Warrants.................. -- (700,000) -- --
Record value of warrant put
option................................. -- 104,700 -- --
Issue treasury shares.............. -- -- (12,437) (11,308)
Exercise G Warrants................ -- -- (1,211,830) --
Discount on subordinated debt, net
of tax reversal.................. -- -- 92,000 --
----------- ------------ ----------- ------------
Balance, end of period............. $(3,301,914) $ (5,409,191) $(6,278,262) $(10,546,965)
----------- ------------ ----------- ------------
----------- ------------ ----------- ------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-23
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Other expenses:
Interest expense, net................. 2,770,635 2,736,777 4,518,212 2,262,603 2,495,153
Amortization.......................... 230,388 45,814 272,784 134,440 245,974
Litigation costs...................... 48,129 38,003 261,444 -- --
Other................................. 54,898 239,663 36,079 166,248 (3,742)
----------- ----------- ----------- ----------- -----------
Total other expenses................... 3,104,050 3,060,257 5,088,519 2,563,291 2,737,385
----------- ----------- ----------- ----------- -----------
Income (loss) before income taxes and
cumulative effect of change in
accounting method..................... 1,995,791 5,584,593 1,114,423 (6,375,739) (6,979,340)

Provision for income tax expense
(benefit)
Current:
Federal............................. 700,000 760,000 785,000 -- --
State............................... 236,000 389,691 125,227 -- --
Deferred.............................. -- 895,000 (59,000) (2,486,538) (2,721,945)
Charge in lieu of income taxes........ 676,000 -- -- -- --
----------- ----------- ----------- ----------- -----------
1,612,000 2,044,691 851,227 (2,486,538) (2,721,945)
----------- ----------- ----------- ----------- -----------
Income (loss) before cumulative effect
of change in accounting method........ 383,791 3,539,902 263,196 (3,889,201) (4,257,395)
Cumulative effect as of January 1, 1993
of change in accounting method........ -- 3,209,000 -- -- --
----------- ----------- ----------- ----------- -----------
Net income (loss)...................... $ 383,791 $ 330,902 $ 263,196 $(3,889,201) $(4,257,395)
Preferred stock dividend
requirements........................... 724,359 426,094 -- -- --
----------- ----------- ----------- ----------- -----------
Net income (loss) applicable to common
shareholders........................... $ (340,568) $ (95,192) $ 263,196 $(3,889,201) $(4,257,395)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Income (loss) per share:
Income (loss) before cumulative effect
of accounting change (net of
preferred stock dividend
requirements).......................... $ (201.52) $ 1,842.49 $ 102.93 $ (1,416.83) $ (1,498.03)
Cumulative effect of accounting
change................................. -- (1,898.82) -- -- --
----------- ----------- ----------- ----------- -----------
Net income (loss) applicable to
common shareholders............... $ (201.52) $ (56.33) $ 102.93 $ (1,416.83) (1,498.03)
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
Weighted average number of shares
outstanding............................ 1,690 1,690 2,557 2,745 2,842
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>

See accompanying notes.

F-24
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, -------------------------
--------------------------------------- JULY 3, JULY 2,
1992 1993 1994 1994 1995
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
OPERATING ACTIVITIES
Net income (loss).................... $ 383,791 $ 330,902 $ 263,196 $(3,889,201) $(4,257,395)
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization....... 6,412,616 5,707,300 6,464,501 3,112,680 3,561,974
Provision for deferred income
taxes................................ -- 895,000 (151,000) (2,486,538) (2,721,945)
Change in lieu of income taxes...... 676,000 -- -- -- --
Cumulative effect adjustment........ 47,957 3,209,000 -- -- --
Provision for deferred
compensation......................... -- 44,499 12,415 -- --
Other long-term liabilities......... 680 -- 914,638 10,310 4,225
(Gain) Loss on sale of property and
equipment............................ (151,517) 886 (2,500) -- --
Deferred charges.................... (673,026) (10,000) -- (3,265)
Changes in operating assets and
liabilities:
Trade and other receivables....... (40,106) (26,227) 60,328 (1,913,459) (2,403,066)
Refundable income taxes........... -- (240,000) 240,000 -- --
Prizes and other supplies......... 71,399 (677,743) 156,297 (1,175,009) (1,128,867)
Other current assets.............. 181,136 (321,621) 166,986 242,511 6,900
Accounts payable.................. (199,318) 672,033 (339,547) 2,350,266 2,827,579
Accrued taxes, other than income
taxes................................ (104,778) (62,436) 31,464 394,928 280,540
Accrued payroll and related
expenses............................. 69,755 (73,577) (222,791) 426,136 617,160
Income taxes payable.............. (374,950) 208,198 (299,706) (348,407) (48,701)
Accrued interest.................. (10,651) 205,957 1,148,306 728,912 281,469
Other accrued liabilities......... (12,352) (19,425) 351,132 756,235 1,787,539
----------- ----------- ----------- ----------- -----------
Net cash provided by (used in)
operating activities................ 6,949,662 9,179,720 8,783,719 (1,790,636) (1,195,853)
INVESTING ACTIVITIES
Purchases of property and
equipment............................ (2,970,877) (4,394,647) (4,211,090) (2,926,675) (954,706)
Shareholders settlement.............. -- -- (2,150,000) -- --
Purchase of stock warrants........... -- (700,000) -- -- --
Proceeds from sale of property and
equipment............................ -- -- 2,500 2,500 --
(Purchase) sale of common stock...... -- -- (77,266) 29,213 20,000
Discount on subordinated debt........ -- -- 92,000 -- --
----------- ----------- ----------- ----------- -----------
Net cash used in investing
activities........................... (2,970,877) (5,094,647) (6,343,856) (2,894,962) (934,706)
FINANCING ACTIVITIES
Proceeds from long-term borrowings... -- 20,521,789 -- 117,618 115, 152
Principal payments on long-term
borrowings........................... (5,177,780) (23,324,751) (3,821,428) (721,428) (624,599)
Net proceeds from borrowings under a
revolving line-of-credit............. 1,684,383 (636,384) 1,367,159 5,332,625 2,575,628
Dividends............................ (639,143) (809,579) -- -- --
----------- ----------- ----------- ----------- -----------
Net cash (used in) provided by
financing activities................ (4,132,540) (4,248,925) (2,454,269) 4,728,815 2,066,181
----------- ----------- ----------- ----------- -----------
Net decrease in cash................. (153,755) (163,852) (14,406)
Cash at beginning of year............ 503,407 349,652 185,800 185,800 171,394
----------- ----------- ----------- ----------- -----------
Cash at end of year.................. $ 349,652 $ 185,800 $ 171,394 $ 229,017 $ 107,016
----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- -----------
</TABLE>

See accompanying notes.

F-25
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND JULY 2, 1995
(INFORMATION AS OF JULY 2, 1995 OR FOR THE SIX MONTHS ENDED
JULY 3, 1994 AND JULY 2, 1995 IS UNAUDITED)

(1) ACCOUNTING POLICIES

BASIS OF PRESENTATION

In the opinion of management, the accompanying unaudited consolidated
financial statements as of July 2, 1995, and for the six months ended July 3,
1994 and July 2, 1995, reflect all adjustments (all of which were normal and
recurring) which, in the opinion of management, are necessary for fair statement
of the financial position and results of operations for the interim periods
presented.

CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany transactions and
accounts have been eliminated upon consolidation.

NATURE OF OPERATIONS

The Company owns and operates Geauga Lake, Darien Lake and Wyandot Lake
amusement parks in Aurora, Ohio; Darien Center, New York and Columbus, Ohio,
respectively. The Company also owns and operates a Famous Recipe and Mr. Hero
restaurant.

PRIZES AND OTHER SUPPLIES

Prizes and other supplies are valued at cost which approximates market.

DEFERRED CHARGES

Deferred charges include primarily costs associated with obtaining long-term
debt and are amortized on the straight-line method over the term of the related
debt.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. For financial reporting
purposes, depreciation is computed by the straight-line method over the
estimated useful lives of the assets. Accelerated methods are used for income
tax purposes where permitted. Maintenance and repairs are charged to operating
expenses as incurred. Major renewals and betterments are capitalized and
depreciated over their estimated useful lives. The cost of assets retired or
sold and the related accumulated depreciation are removed from the accounts and
any profit or loss on disposition is credited or charged to earnings.

INCOME TAXES

Effective January 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes."
Under SFAS No. 109, the liability method is used in accounting for income taxes
and accordingly deferred tax assets and liabilities are determined based on
differences between the financial reporting basis and the tax basis of assets
and liabilities and are measured using the enacted tax rates and laws that will
be in effect when the differences are expected to reverse. Prior to the adoption
of SFAS No. 109, income tax expense was determined using the deferred method.
Deferred tax expense was based on items of income and expense

F-26
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(1) ACCOUNTING POLICIES--(CONTINUED)
that were reported in different years in the financial statements and tax
returns and were measured at the tax rate in effect in the year the difference
originated.

As permitted by SFAS No. 109, the Company has elected not to restate the
financial statements of any prior years. The effect of the change has been
presented in the income statement in 1993 as a cumulative effect adjustment.

PER COMMON SHARE AMOUNTS

Per common share amounts are computed after preferred stock dividend
requirements on the basis on the weighted average number of shares of Common
Stock outstanding.

STATEMENT OF CASH FLOWS

For purposes of the statement of cash flows, temporary cash investments are
considered cash equivalents.

RECLASSIFICATION

Certain amounts for 1993 and 1992 have been reclassified to conform to the
1994 presentation.

(2) FINANCING ARRANGEMENTS

The Company entered into a financing agreement on November 12, 1993, amended
October 5, 1994, which provided borrowings of up to $38,103,733. This financing
agreement provided three term loans totaling $24,603,733 and a revolving credit
facility of up to $13,500,000. The financing agreement also contains provisions
which require the maintenance of certain financial ratios and limit additional
indebtedness, dividends and capital expenditures. The financing agreement
terminates on December 31, 1995. The Company believes that it has the ability to
and will refinance its current debt obligation prior to the expiration of the
term loan agreement on December 31, 1995.

The Company also entered into a subordinated debt agreement on November 12,
1993 which provided additional borrowings of $11,204,600.

Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------- JULY 2,
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Term loan from a finance company, payable in
installments through November 1, 1995, with a
balloon payment due on December 31, 1995, plus
interest payable monthly at a variable rate
(10.125% and 7.625% at December 31, 1994 and 1993,
respectively)........................................ $24,603,732 $20,782,304 $20,157,705
Subordinated debt, due December 31, 1997 with
interest at 13.5%.................................. 11,204,600 11,204,600 11,204,600
Unamortized discount on subordinated debt............ (911,705) (676,469) (561,317)
----------- ----------- -----------
34,896,627 31,310,435 30,800,988
Less current portion................................. 3,100,000 20,782,304 20,157,705
----------- ----------- -----------
$31,796,627 $10,528,131 $10,643,283
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

F-27
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(2) FINANCING ARRANGEMENTS--(CONTINUED)
The scheduled installments of the term loan are coordinated so that four
payments totaling $775,000 are due monthly from August through November each
year during the term of the financing agreement. In addition, proceeds from the
sale of significant assets or from the exercise of stock purchase warrants must
be applied to the unpaid term loan balances. The Company may have to pay an
additional installment on the term loan each year during April. This installment
is based on a formula in the financing agreement. At December 31, 1995, all
unpaid term loan balances are due.

The subordinated debt includes interest at 7.5% payable semi-annually, plus
interest of 6% which is added to the outstanding principal balance. In 1993,
stock purchase warrants were issued to the subordinated debt holder in
conjunction with the subordinated financing. A portion of the subordinated loan
proceeds has been allocated to these warrants based on a formula which considers
the fair market values of the warrants and the loan proceeds. The portion of the
loan proceeds allocated to the warrants represents an additional interest cost
of the subordinated financing and totaled $911,705, $676,469, and $561,317 at
December 31, 1993, 1994, and July 2, 1995, respectively. This cost will be
recognized during the term of the note based on the interest method of
amortization. Amortization totaling $29,583, $235,236 and $115,152 is included
with 1993, 1994, and the six months ended July 2, 1995 interest expense,
respectively.

Maturities of long-term debt are $20,782,304 in 1995 and $11,204,600 in
1997. The Company may prepay all or portions of long-term debt without penalty.

The revolving credit note is due December 31, 1995. Interest is payable
monthly at the prime rate plus 1.625 percent (10.125% and 7.625% at December 31,
1994 and 1993 respectively). At December 31, 1994 and July 2, 1995, borrowings
of $7,999,649 and $5,424,021, respectively, were available under the revolving
credit note.

The revolving line-of-credit and term loans are secured by substantially all
of the Company's assets. The common stock of the Company's subsidiaries has also
been pledged under the term loan.

The Company paid $2,662,000, $2,455,668, $3,136,114 and $2,214,584 in
interest costs during the years ended December 31, 1992, 1993 and 1994 and the
six months ended July 2, 1995, respectively.

(3) LEASE COMMITMENTS

The Company has an agreement with the Columbus Zoological Park Association
(Zoo) to lease and operate Wyandot Lake amusement park located near Columbus,
Ohio. There are five years remaining on this lease which has two renewable
option periods of four years each. The agreement calls for minimum annual rent
payments of $100,000 plus a percentage of gross receipts in excess of
$2,000,000. Rent expense relating to this agreement totaled $216,000, $287,000,
$282,000 and $71,000 in 1992, 1993 and 1994 and the six months ended July 2,
1995, respectively. Additionally, the Company must incur minimum annual
expenditures of $50,000 to maintain or improve the appearance of the Park.

F-28
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(3) LEASE COMMITMENTS--(CONTINUED)

Future minimum annual lease payments under noncancelable operating leases
with initial or remaining terms of one year or more as of December 31, 1994,
1993 and 1992 are as follows:

OPERATING
LEASES
---------
1995............................................................ $ 322,000
1996............................................................ 286,000
1997............................................................ 240,000
1998............................................................ 144,000
1999............................................................ --
---------
Total minimum lease payments.................................... $ 992,000
---------
---------

Total rent expense was approximately $462,000, $466,000 and $518,000 in
1992, 1993, and 1994 respectively. Total rent expense was approximately $216,000
and $221,000 during the six months ended July 3, 1994 and July 2, 1995,
respectively.

(4) INCOME TAXES

The effective income tax rate varied from the statutory federal income tax
rate as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
---------------------
1994 1993 1992
---- ----- ----
<S> <C> <C> <C>
Statutory federal income tax rate....................................... 35.0% 35.0% 34.0%
State and local income taxes, net of federal income tax benefit......... 10.0 5.0 5.0
Depreciation on differences between purchase price and
tax basis of assets................................................... 36.1 10.3 39.1
Other, net.............................................................. (4.7) (13.7) 2.7
---- ----- ----
Effective income tax rate............................................... 76.4% 36.6% 80.8%
---- ----- ----
---- ----- ----
</TABLE>

F-29
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(4) INCOME TAXES--(CONTINUED)
Significant components of the Company's deferred tax liabilities and assets
are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------- JULY 2,
1993 1994 1995
------------ ------------ ------------
<S> <C> <C> <C>
Deferred tax liabilities:
Accelerated depreciation....................... $(10,368,000) $ (9,860,000) $ (9,460,000)
Inventory purchases............................ (349,000) (292,000) (292,000)
Subordinated debt discount..................... (355,000) (263,000) (263,000)
Other.......................................... (309,000) (171,000) (171,000)
------------ ------------ ------------
(11,381,000) (10,586,000) (10,186,000)
Deferred tax assets:
Net operating loss carryforwards............... 2,160,000 1,319,000 3,640,945
Tax credits.................................... 1,554,000 2,224,000 2,224,000
Accrued liabilities............................ 570,000 338,000 338,000
Deferred compensation.......................... 158,000 173,000 173,000
Litigation accrual............................. 195,000 -- --
Deferred revenue............................... 195,000 195,000 195,000
Other.......................................... 90,000 163,000 163,000
------------ ------------ ------------
4,922,000 4,412,000 6,733,945
Valuation allowance.............................. (897,000) (1,031,000) (1,031,000)
------------ ------------ ------------
Net deferred tax assets.......................... 4,025,000 3,381,000 5,702,945
------------ ------------ ------------
Net deferred taxes............................... $ (7,356,000) $ (7,205,000) $ (4,483,055)
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

Management believes that the timing of the reversal of its deferred tax
liabilities, principally relating to accelerated depreciation, will more likely
than not be sufficient to recognize fully its deferred tax assets, except for
certain New York net operating loss carryforwards. The valuation allowance
included with net deferred taxes at December 31, 1994 relates primarily to these
assets. The turnaround of the remaining deferred tax assets, primarily net
operating loss and tax credit carryforwards, will occur over an extended period
of time and as a result will be realized for tax purposes over those future
periods and beyond.

The 1994 current federal provision represents Alternative Minimum Tax (AMT)
payable. Regular tax was reduced to a minor amount with a net operating loss
carryforward not available for AMT purposes. AMT income was further increased by
deprecation adjustments required by the AMT system.

The income tax provision for 1992 includes a charge in lieu of income taxes
of $676,000, representing taxes which would have been provided in the absence of
net operating loss carryforwards. The net operating loss carryforwards utilized
in 1992 were generated prior to the Company's purchase of Funtime, Inc. and
Subsidiaries and therefore, were used to reduce the Company's carrying amount of
Funtime, Inc.'s fixed assets.

F-30
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(4) INCOME TAXES--(CONTINUED)
For federal income tax purposes, the Company has net operating loss and
investment tax credit carryforwards that expire as follows:

NET OPERATING INVESTMENT
LOSS TAX CREDIT
CARRYFORWARDS CARRYFORWARDS
------------- -------------

1995........................................ $ $20,000
1996........................................ 22,000
1997........................................ 25,000
1998........................................ 12,000
2002........................................ 1,905,000
------------- -------------
$ 1,905,000 $79,000
------------- -------------
------------- -------------

The utilization of the carryforwards expiring prior to 2003 is limited to
the future taxable income or income taxes payable of the respective subsidiary
which generated the loss or credit. Additionally, alternative minimum tax
credits of approximately $2,224,000 are available to offset the Company's
regular tax liability in future years.

The Company made income tax payments of approximately $1,491,000, $1,312,000
and $1,306,000 in 1992, 1993 and 1994, respectively. The Company also received
income tax refunds in 1994 of approximately $257,000.

(5) EMPLOYEE BENEFITS

The Company sponsors a defined contribution pension plan covering all
employees meeting specified age and service requirements. The Company's
contributions under this plan are 100% of the first 2% of each qualified
employee's salary plus an additional matching requirement of 25% of the next 6%
of the employee's contribution. Expense recorded under this plan amounted to
$95,000, $115,000, $114,000 and $59,000 in 1992, 1993, 1994 and the six months
ended July 2, 1995, respectively.

(6) OTHER CURRENT ASSETS AND ACCRUED LIABILITIES

The components of other current assets are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1993 1994 JULY 2, 1995
-------- -------- ------------
<S> <C> <C> <C>
Prepaid maintenance and expenses........................... $652,243 $430,459 $476,232
Other...................................................... 104,940 159,738 107,065
-------- -------- ------------
Total other current assets................................. $757,183 $590,197 $583,297
-------- -------- ------------
-------- -------- ------------

The components of other accrued liabilities are as follows:

<CAPTION>
DECEMBER 31,
------------------------
1993 1994 JULY 2, 1995
---------- ---------- ------------
<S> <C> <C> <C>
Deferred revenue....................................... $ 642,967 $ 705,745 $ 2,908,411
Other.................................................. 1,480,165 1,865,457 1,450,330
---------- ---------- ------------
Total other accrued liabilities........................ $2,123,132 $2,571,202 $ 4,358,741
---------- ---------- ------------
---------- ---------- ------------
</TABLE>

F-31
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(7) COMMITMENTS AND CONTINGENCIES

The estimated cost to complete construction in progress as of July 2, 1995
is $-0-.

During 1988, a lawsuit was brought against the former Board of Directors of
Funtime, Inc. by several minority shareholders challenging the adequacy of the
$7 per share price of the 1987 merger of Funtime, Inc. into a subsidiary of the
Company. The plaintiffs were demanding damages and compensation from each
director of Funtime, Inc. as well as attorney fees, expenses and costs. The
Company recorded a reserve totaling $500,000 during 1988 to indemnify the former
Board of Directors of Funtime, Inc. for defense costs and for losses that may be
incurred in connection with this lawsuit. In 1994, $761,000 of litigation costs
were incurred of which $261,000 were charged to operations, the remaining
portion was charged against the reserve. Legal costs incurred in 1993 and 1992
totaled $38,000 and $48,000, respectively. In 1994, the Company agreed to pay
the minority shareholders $2,150,000 which was accounted for as additional
purchase price and reflected as additional property and equipment. The Company
paid $750,000 relating to this settlement in 1994. The remainder of the
settlement is due in two installments of $700,000 in 1995 and 1996.

(8) REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

On April 11, 1994 1,213 warrants were exercised to purchase 1,213 shares of
common stock for $1 per share. At December 31, 1994, 900 warrants were
outstanding which grant the holders the right to purchase 900 shares of the
Company's common stock. The 900 warrants outstanding are comprised of two
agreements. The first warrant agreement, which expires on November 12, 2003,
provides the right to purchase 783 shares of common stock at $894.44 per share,
upon the occurrence of certain events as stated in the warrant agreement. Such
events principally include the Company's default under the financing agreement
dated November 12, 1993, amended October 5, 1994, or action which dilutes the
aggregate ownership of the Company's outstanding common stock held by the
current principal stockholders to less than 50%.

The second warrant agreement, which expires on December 31, 1997, provides
the right to purchase 117 shares of common stock at $1 per share, upon the
occurrence of certain events as stated in the warrant agreement. Such events
principally include the Company's default under the financing agreement dated
November 12, 1993, amended October 5, 1994, or action which dilutes the
aggregate ownership of the Company's outstanding common stock held by the
current principal stockholders to less than 50%. Effective January 1, 1994, the
warrantholder under this agreement has the right to require the Company to
purchase the warrants (put option) at an amount determined by a nationally
recognized investment banking firm. The estimated value of this put option is
included as a component of stockholders' equity at December 31, 1993 and 1994
and July 2, 1995.

At December 31, 1992, redeemable preferred stock included Series A and
Series B senior and junior shares at $.01 par value. These shares were recorded
at a liquidation value of $1,000 per share. All authorized Series A shares were
issued and outstanding. Authorized Series B preferred stock included 7,000
senior and 2,500 junior shares. Issued and outstanding Series B preferred stock
included 3,027.78 senior and 1,139.175 junior shares.

On November 12, 1993, the Company redeemed all junior preferred stock (2,500
shares Series A; and 1,139 shares Series B) held by the lender in exchange for
long-term debt and redeemed all senior preferred stock (7,000 shares Series A;
and 3,027 Series B) in exchange for subordinated debt.

F-32
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(8) REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY--(CONTINUED)
A provision of the 1993 financing agreement required the Company to redeem
783 then outstanding warrants, for $700,000.

The transferability of the Company's common stock is restricted in
accordance with the terms of a stockholder agreement. Under this agreement, the
death or termination of employment of a stockholder obligates the stockholder or
their legal representative to offer to sell the shares owned to the Company at a
price established by the agreement.

(9) RELATED PARTY TRANSACTIONS

In January 1993, the Company entered into a three year agreement with an
advertising agency (the "Agency") for whom a director and stockholder of the
Company is also a director. The agreement appoints the Agency as the Company's
principal advertising agency which entitles it to receive compensation for the
reimbursement of costs incurred plus commissions. Agency commissions amounted to
approximately $633,000, $522,000, $518,000 and $150,000 in 1992, 1993, 1994 and
the six months ended July 2, 1995, respectively. Other costs paid to the Agency
in 1995, 1994, 1993 and 1992, represented reimbursement of expenses paid by the
Agency on behalf of the Company. The Agency served as the Company's principal
advertising agency over the past 20 years and it is management's opinion that
this agreement was negotiated at arms-length.

The subordinated debtholder's president serves on the Company's Board of
Directors.

(10) STOCK OPTIONS

Effective April 26, 1988, the Company granted certain key executives options
to purchase 80 shares of the Company's common stock for $1,000 per share. The
options expire on various dates from May 31, 1994 to November 30, 1996 and are
contingent upon continued employment with the Company. During 1994, 32 of these
options were exercised and three expired unexercised. During the second quarter
of 1995 20 of these options were exercised. At December 31, 1994 and July 2,
1995, 45 and 25 of these options remain outstanding, respectively.

(11) PERFORMING ARTS CENTER

Beginning in 1993, the Company participated with an entertainment company in
the construction and operation of a performing arts center (the Center) located
at Darien Lake Park. On October 31, 1994, the Company purchased for $514,000 the
entertainment company's portion of the Center. At December 31, 1994 and July 2,
1995 the Company's investment in property and equipment at the Center
approximated $1,500,000 and $1,800,000 respectively. The Company is seeking a
third-party to share in the revenues and expenses of the Center.

As a part of establishing the Center, the Company entered into a separate
agreement with a food and beverage vendor. The agreement provides the vendor
with the exclusive right to sell food and beverage products to patrons at all
Center sponsored events through May 31, 2003 in exchange for a portion of such
sales. Under the agreement, the Company received a payment of $500,000 in 1993
and $300,000 in 1995 from the vendor. These payments represent an advance of the
Company's future proceeds from the Center which was used during 1993 and 1995 to
fund a portion of the construction costs of the Center. The Company has
committed to reimburse the advance at an annual rate of

F-33
<PAGE>
FUNTIME PARKS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(11) PERFORMING ARTS CENTER--(CONTINUED)
$100,000 for 1993 and 1994 and $75,000 per year thereafter contingent upon the
Centers' ability to generate sufficient profit. At December 31, 1994 and July 2,
1995, the commitment totaled $300,000, and $563,000 the current portion of which
has been accounted for in other accrued liabilities and the non-current portion
has been accounted for in other long-term liabilities. Either party may
terminate the contract subsequent to October 1, 1998.

(12) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The Company's unaudited results of operations for 1994 and 1993 are set
forth below.

<TABLE>
<CAPTION>
NET INCOME NET INCOME
(LOSS) APPLICABLE (LOSS) PER
QUARTER TOTAL GROSS PROFIT NET INCOME TO COMMON COMMON
ENDED REVENUE (LOSS) (LOSS) SHAREHOLDER SHARE
----------- ----------- ------------ ------------ ----------------- ----------
<S> <C> <C> <C> <C> <C> <C>
1995............... April 2 $ 107,707 $ (4,556,368) $ (4,222,504) $(4,222,504) $(1,493.11)
July 2 15,045,560 3,773,416 (34,891) (34,891) (12.28)
----------- ----------- ------------ ------------ ----------------- ----------
1994............... April 3 136,106 (4,477,124) (3,888,563) (3,888,563) (2,298.21)
July 3 15,122,233 4,004,194 (638) (638) (.23)
October 2 34,557,975 18,417,293 7,854,358 7,854,358 2,677.93
December 31 618,357 (3,308,650) (3,701,961) (3,701,961) (1,302.13)
----------- ----------- ------------ ------------ ----------------- ----------
1993............... April 4 180,406 (3,843,931) (6,357,320)* (6,357,320)* (3,761.73)
July 4 15,077,987 4,507,503 622,443 196,349 116.18
October 3 35,246,519 19,844,334 9,415,271 9,415,271 5,571.17
December 31 747,927 (3,645,260) (3,349,492) (3,349,492) (1,981.95)
----------- ----------- ------------ ------------ ----------------- ----------
</TABLE>

Gross profit (loss) is revenue less operating expenses, cost of sales and
depreciation.

* Includes a $3,509,000 charge for the cumulative effect of a change in
accounting method as described in Note 1.

(13) SUBSEQUENT EVENT

Pursuant to a merger agreement, the Company was acquired by Premier Parks
Inc. for approximately $60 million, subject to certain post-closing adjustments
related to the 1995 operations of the Company's acquired theme parks.

On August 15, 1995 pursuant to the merger with Premier Parks Inc., all
outstanding warrants and options referred to in Notes 8 and 10, were exercised.
If the common shares issued on August 10, 1995, with respect to these warrants
and options had been outstanding for all periods presented, the number of
weighted average shares outstanding and income (loss) per share would have been
as follows:

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, --------------------------
---------------------------- JULY 3, JULY 2,
1992 1993 1994 1994 1995
------- ------- ------ ----------- -----------
<S> <C> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Weighted average number of shares
outstanding................................ 3,848 3,848 3,502 3,690 3,767
Income (loss) per common share............. $(88.51) $(24.74) $75.16 $ (1,053.98) $ (1,130.18)
</TABLE>

F-34
<PAGE>

[ARTWORK/PICTURES]

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION
NOT CONTAINED IN THIS PROSPECTUS, AND, 3,125,000 SHARES
IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY [PREMIER PARKS LOGO]
OF THE UNDERWRITERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OR ANY SECURITIES
OTHER THAN THOSE TO WHICH IT RELATES OR AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER PREMIER PARKS INC.
TO BUY, TO ANY PERSON IN ANY JURISDICTION COMMON STOCK
WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF.

------------------- ------------------
PROSPECTUS
TABLE OF CONTENTS , 1996
------------------

PAGE
----

Additional Information................. 3
Incorporation of Certain Information by
Reference.............................. 3
Prospectus Summary..................... 4
Risk Factors........................... 10
The Company............................ 14
Use of Proceeds........................ 17
Price Range of Common Stock............ 18
Dividend Policy........................ 18
Capitalization......................... 19
Dilution............................... 20
Selected Historical and Pro Forma LEHMAN BROTHERS
Financial Data....................... 21
Management's Discussion and Analysis of FURMAN SELZ
Financial Condition and Results of
Operations............................. 27
Business............................... 32
Management............................. 54
Principal Stockholders................. 59
Certain Transactions................... 61
Description of Credit Facilities....... 61
Description of Securities.............. 63
Underwriting........................... 65
Legal Matters.......................... 66
Experts................................ 66
Index to Financial Statements.......... F-1

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses to be borne by the
Company in connection with the issuance and distribution of the Common Stock
being registered (other than underwriting discounts and commissions). All
amounts presented are estimates except the Securities and Exchange Commission
registration fee, the National Association of Securities Dealers, Inc. filing
fee and the Nasdaq National Market listing fee.

Securities and Exchange Commission registration fee............. $ 21,067
National Association of Securities Dealers, Inc. filing fee..... 6,609
Nasdaq National Market filing fee............................... 22,968
Accounting fees and expenses.................................... 100,000
Legal fees and expenses......................................... 125,000
Blue Sky fees and expenses...................................... 30,000
Printing and engraving expenses................................. 100,000
Transfer agent and registrar fees............................... 10,000
Miscellaneous................................................... 34,356
--------
Total fees and expenses....................................... 450,000
--------
--------

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law which covers the
indemnification of directors, officers, employees and agents of a corporation is
hereby incorporated herein by reference. Reference is made to Article XXV of
registrant's By-Laws which provides for indemnification by the registrant in the
manner and to the full extent permitted by Delaware law.

Reference is also made to Section 8 of the Underwriting Agreement filed as
Exhibit 1(a) to this Registration Statement.

ITEM 16. EXHIBITS.

See Exhibit Index

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes the following:

(1) To provide to the underwriters at the closing specified in the
underwriting agreement, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to each
purchaser.

(2) That, for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(3) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-1
<PAGE>
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant, pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-2
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this amendment to this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 6th day of
May, 1996.

PREMIER PARKS INC.

By /s/ Kieran E. Burke
...................................
Kieran E. Burke
Chairman of the Board
and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment
to this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------------------- ---------------

<S> <C> <C>
* Chairman of the Board and Chief May 6, 1996
................................... Executive Officer (principal
Kieran E. Burke executive officer)

* Director, President and Chief May 6, 1996
................................... Operating Officer
Gary Story

* Chief Financial Officer and Director May 6, 1996
................................... (principal financial officer)
James F. Dannhauser

* Vice President (principal accounting May 6, 1996
................................... officer)
Richard R. Webb

* Director May 6, 1996
...................................
Paul A. Biddelman

* Director May 6, 1996
...................................
Michael E. Gellert

* Director May 6, 1996
...................................
Jack Tyrrell

*By: /s/ James M. Coughlin
...................................
Attorney-in-fact
</TABLE>

II-3
<PAGE>
EXHIBIT INDEX

(1) Underwriting Agreement

**(a) Form of Underwriting Agreement among Registrant and Lehman Brothers Inc.
and Furman Selz LLC, as representatives of the several Underwriters. ...

(4) Instruments Defining the Rights of Security Holders, Including Indentures:

(a) Indenture dated as of August 15, 1995, among the Registrant, the
subsidiaries of the Registrant named therein and United States Trust
Company of New York, as trustee (including the form of Notes)--
incorporated by reference from Exhibit 4(2) to Registrant's Registration
Statement Form S-1 (Reg. No. 33-62225) declared effective on November 9,
1995 (the "Registration Statement"). ...................................

(b) Form of First Supplemental Indenture dated as of November , 1995--
incorporated by reference from Exhibit 4(2.1) to the Registration
Statement. .............................................................

(c) Purchase Agreement, dated August 10, 1995, among the Registrant, the
subsidiaries of the Registrant named therein and Chemical Securities
Inc-- incorporated by reference from Exhibit 4(3) to the Registration
Statement. .............................................................

(d) Exchange and Registration Rights Agreement, dated August 15, 1995, among
the Registrant, the subsidiaries of the Registrant named therein and
Chemical Securities Inc.-- incorporated by reference from Exhibit 4(4)
to the Registration Statement. .........................................

(e) Form of Subscription Agreement between the Registrant and each of the
purchasers of shares of Preferred Stock--incorporated by reference from
Exhibit 4(10) to the Registration Statement. ...........................

(f) Credit Facility, dated August 15, 1995, among the Registrant, the
subsidiaries of the Registrant named therein, Chemical Bank, The
Merchant Bank of New York and Chemical Bank, as agent (including forms
of guarantee agreements, security agreements and pledge agreements)--
incorporated by reference from Exhibit 4(1) to the Registration
Statement. .............................................................

(g) Convertible Note Purchase Agreement, dated as of March 3, 1993, between
the Registrant and the purchasers named therein (including forms of
Senior Subordinated Convertible Note and Registration Rights
Agreement)-- incorporated by reference from Exhibit 4(i) to Form 10-K of
the Registrant for the year ended December 31, 1992. ...................

(h) Form of Subscription Agreement, dated October 1992, between the
Registrant and certain investors--incorporated by reference from Exhibit
4(a) to the Registrant's Current Report on Form 8-K dated October 30,
1992. ..................................................................

(i) Stock Purchase and Warrant Issuance Agreement, dated October 16, 1989,
between The Tierco Group, Inc. and Kieran E. Burke--incorporated by
reference from Exhibit 4(i) to Form 10-K of Registrant for the year
ended December 31, 1989. ...............................................

(j) Warrant, dated October 16, 1989, to purchase 131,728 shares of Common
Stock issued by The Tierco Group, Inc. to Kieran E. Burke--incorporated
by reference from Exhibit 4(k) to Form 10-K of Registrant for the year
ended December 31, 1989. ...............................................

(k) Warrant, dated October 16, 1989, to purchase 93,466 shares of Common
Stock issued by The Tierco Group, Inc. to Kieran E. Burke--incorporated
by reference from Exhibit 4(1) to Form 10-K of Registrant for the year
ended December 31, 1989. ...............................................

(l) Form of Common Stock certificate. ......................................

(m) Certificate of Amendment to Registrant's Certificate of Incorporation
filed with the Secretary of State of the State of Delaware on May 6,
1996 ...................................................................

(5) Opinion of Baer Marks & Upham LLP, including consent. ..........................
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
PAGE
----
(10) Material Contracts:
<C> <S> <C>

(a) Agreement of Limited Partnership of 229 East 79th Street Associates LP
dated July 24, 1987, together with amendments thereto dated,
respectively, August 31, 1987, October 21, 1987, and December 21,
1987--incorporated by reference from Exhibit 10(i) to Form 10-K of
Registrant for year ended December 31, 1987. ...........................

(b) Agreement of Limited Partnership of Frontier City Partners Limited
Partnership, dated October 18, 1989, between Frontier City Properties,
Inc. as general partner, and the Registrant and Frontier City
Properties, Inc. as limited partners--incorporated by reference from
Exhibit 10(g) to the Registrant's Current Report on Form 8-K dated
October 18, 1989. ......................................................

(c) Asset Purchase Agreement, dated December 10, 1990, between Registrant
and Silver Dollar City, Inc.,--incorporated by reference from Exhibit
10(c) to the Registrant's Current Report on Form 8-K dated February 6,
1991. ..................................................................

(d) Asset Purchase Agreement, dated December 16, 1991, among the Registrant,
Tierco Maryland, RWP, John J. Mason and Stuart A. Bernstein--
incorporated by reference from Exhibit 10(a) to the Registrant's Current
Report on Form-8K dated January 31, 1992. ..............................

(e) Asset Transfer Agreement, dated as of June 30, 1992, by and among the
Registrant, B&E Holding Company and the creditors referred to therein--
incorporated by reference from Exhibit 10(a) to the Registrant's Current
Report on Form 8-K dated July 20, 1992. ................................

(f) Purchase Agreement, dated September 30, 1992, among the Registrant,
Palma Real Estate Management Company, First Stratford Life Insurance
Company and Executive Life Insurance Company--incorporated by reference
to Exhibit 2(a) to the Registrant's Current Report on Form 8-K dated
September 30, 1992. ....................................................

(g) Lease Agreement, dated January 18, 1993, among Registrant, Frontier City
Partners Limited Partnership and Fitraco N.V.--incorporated by reference
from Exhibit 10(k) to Form 10-K of Registrant for the year ended
December 31, 1992. .....................................................

(h) Lease Agreement, dated January 18, 1993, among Registrant, Tierco
Maryland, Inc. and Fitraco N.V.--incorporated by reference from Exhibit
10(l) to Form 10-K of Registrant for the year ended December 31,
1992. ..................................................................

(i) Security Agreement and Conditional Sale Contract, between Chance Rides,
Inc. and Tierco Maryland, Inc. and Guaranty of Registrant in favor of
Chance Rides, Inc.-- incorporated by reference from Exhibit 10(m) to
Form 10-K of Registrant for the year ended December 31, 1992. ..........

(j) Registrant's 1993 Stock Option and Incentive Plan-- incorporated by
reference from Exhibit 10(k) to Form 10-K of Registrant for the year
ended December 31, 1993. ...............................................

(k) Agreement and Plan of Merger, dated as of June 30, 1995 among the
Registrant, Premier Parks Acquisition Inc., Funtime Parks, Inc.
("Funtime") and its shareholders--incorporated by reference from Exhibit
10(11) to the Registration Statement. ..................................

(l) Escrow Agreement, dated as of August 15, 1995, among the Registrant,
certain shareholders of Funtime and First National Bank of Ohio, Trust
Division-- incorporated by reference from Exhibit 10(12) to the
Registration Statement. ................................................

(m) Consulting Agreement, dated as of August 15, 1995, between Registrant
and Bruce E. Walborn--incorporated by reference from Exhibit 10(13) to
the Registration Statement. ............................................

(n) Consulting Agreement, dated as of August 15, 1995, between Registrant
and Gaspar C. Lococo--incorporated by reference from Exhibit 10(14) to
the Registration Statement. ............................................
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
(o) Lease Agreement dated December 22, 1995 between Darien Lake Theme Park
and Camping Resort, Inc. and The Metropolitan Entertainment Co.,
Inc.--incorporated by reference from Exhibit 10(o) to Form 10-K of
Registrant for the year ended December 31, 1995. .......................

*(11) Statement re computation of per share earnings. ................................

(23) Consents:

(a) Consent of Baer Marks & Upham LLP (included in Exhibit (5)).............

(b) Consent of KPMG Peat Marwick LLP........................................

*(24) Power of Attorney...............................................................
</TABLE>

- ------------

* Previously filed.

** To be filed by Amendment.

EXHIBIT-4(l)

NUMBER: PP ____

COMMON STOCK

PREMIER PARKS INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN THE NEW YORK OR IN THE CITY OF OKLAHOMA CITY

--------------------

--------------------
SEE REVERSE FOR
CERTAIN DEFINITIONS

CUSIP 740540 10 9

This Certifies that

is owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.05 PER SHARE OF THE
COMMON STOCK OF

===================== PREMIER PARKS INC.===================

transferable on the books of said corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. This certificate are the Shares represented hereby are issued and
shall be held subject to all of the provisions of the Certificate of
Incorporation of said corporation and amendments thereto (copies which are on
file at the office of the Transfer Agent) to all of which the holder of this
certificate assents by acceptance hereof. This certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of said corporation and the facsimile signatures
of its duly authorized officers.

Dated

/s/
SECRETARY PREMIER PARKS INC. Countersigned and Registered
CORPORATE SEAL LIBERTY BANK
DELAWARE and Trust Company of Oklahoma City, N.A.
(Oklahoma City, Oklahoma)
Transfer Agent and Registrar

By:
/s/ /s/
PRESIDENT Authorized Signature

<PAGE>

PREMIER PARKS INC.

The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM--as tenants in common UNIF GIFT MIN ACT -- _____Custodian_____
(Cust) (Minor)

TEN ENT--as tenants by the entireties Under Uniform Gifts to Minors

JT TEN --as joint tenants with right of Act__________________________
survivorship and not as tenants (State)
in common

Additional abbreviations may also be used though not in the above list.

_____________

For value received______________________________hereby sell, assign and
transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________

______________________________________________

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE)

- --------------------------------------------------------------------------------

Shares
- --------------------------------------------------------------------------
of the capital stock represented by the within Certificate and do hereby
irrevocably constitute and appoint

Attorney
- ------------------------------------------------------------------------
to transfer the said shares on the books of the within-named corporation,
with full power of substitution in the premises.

Dated
------------------------

X
-----------------------------------------------
NOTICE: (SIGNATURE)
THE SIGNATURE(S) TO THIS
ASSIGNMENT MUST CORRE-
SPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTER-
ATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.

X
-----------------------------------------------
(SIGNATURE)

------------------------------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17ad-15.
------------------------------------------------------------
SIGNATURE(S) GUARANTEED BY:

------------------------------------------------------------

EXHBIT 4(m)

CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF PREMIER PARKS INC.

PREMIER PARKS INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

FIRST: that the Board of Directors of the Corporation at a meeting of the
Board of Directors, adopted a resolution proposing and declaring the
advisability of the following amendment to the Certificate of Incorporation of
the Corporation.

RESOLVED, that the Certificate of Incorporation of the Corporation be
amended so that Article IV shall read in its entirety as follows:

"The total number of shares of stock which the Corporation shall have
authority to issue is 30,500,000 shares, of which 500,000 shares shall
be Preferred Stock with a par value of $1.00 per share and 30,000,000
shares shall be Common Stock with a par value of $.05 per share.

The Preferred Stock is to be issued in one or more series, with each
series to have such designations, preferences, and relative
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and expressed
in the resolution or resolutions provided for the issue of each series
adopted by the Board of Directors of the Corporation, subject to the
limitations prescribed by law and in accordance with the provisions
hereof, the Board of Directors being hereby expressly vested with
authority to adopt any such resolution or resolutions.

The authority of the Board of Directors with respect to each series
shall include, but not be limited to, the determination or fixing of
the following:

(1) The number of shares to constitute the series and the distinctive
designation thereof;

(2) The amount or rate of dividends on the shares of the series, whether
dividends shall be cumulative and, if so, from what date or dates;

(3) Whether the shares of the series shall be redeemable and, if
redeemable, the terms and provisions upon which the shares of the
series may be redeemed and the premium, if any, and any dividends
accrued thereon which the shares of the series shall be entitled to
receive upon the redemption thereof;

(4) Whether the shares of the series shall be subject to the operations of
a retirement or sinking fund to be applied to the purchase or
redemption of the shares for retirement and, if such retirement or
sinking fund be established, the annual amount thereof and the terms
and provisions relative to the operation thereof.

(5) Whether the shares of the series shall be convertible into shares of
any class or classes, with or without par value, or of any other
series of the same class, and if convertible, the conversion price or
prices or the rate at which the conversion may be made and the method,
if any, of adjusting the same;

<PAGE>

(6) The rights of the shares of the series in the event of the voluntary
or involuntary liquidation, dissolution, or winding up of the
Corporation;

(7) The restrictions, if any, on the payment of the dividends upon, and
the making of distributions to, any class of stock ranking junior to
the shares of the series, and the restrictions, if any, on the
purchase or redemption of the shares of any such junior class;

(8) Whether the series shall have voting rights in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;
and

(9) Any other relative rights, preferences, and limitations of that
series.

The holders of the Common Stock shall be entitled to one vote for each
share of Common Stock held.

The amount of the authorized stock of any class may be increased or
decreased by the affirmative vote of the holders of a majority of the total
number of outstanding shares of any series of Preferred Stock entitled to
vote, and of Common Stock, voting as a single class."

RESOLVED, that at the effective time of the foregoing amendment each share
of common stock authorized and outstanding immediately prior to such
effective time shall be split and exchanged into one-fifth (1/5) of one
fully paid and non-assessable share of common stock. Fractional shares of
common stock shall be issued pursuant to the foregoing amendment.

SECOND: that such Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware by the holders of a majority of the outstanding shares of Common Stock
of the Corporation and by the holders of a majority of the votes eligible to be
cast by outstanding shares of Common Stock and Preferred Stock of the
Corporation, voting together as a single class, by consent of stockholders of
the Corporation in accordance with Section 228 of the Delaware General
Corporation Law and that written notice has been given as required by Section
228(d) of the Delaware General Corporation Law.

IN WITNESS WHEREOF, Premier Parks Inc. has caused this Certificate to be
signed and attested by its duly authorized officers, this 6th day of May, 1996.

PREMIER PARKS INC.

By: /s/ Kieran E. Burke
-----------------------------------------------
Kieran E. Burke
Chairman and Chief Executive Officer

Exhibit 5

May 6, 1996

Premier Parks Inc.
122 East 42nd Street
New York, New York 10168

Re: Registration Statement on Form S-2
----------------------------------

Gentlemen:

We have acted as your counsel in connection with the filing of a
Registration Statement on Form S-2 (the "Registration Statement") with the
Securities and Exchange Commission relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of (i) 3,125,000
shares of common stock, par value $.05 per share (the "Common Stock"), of
Premier Parks Inc. (the "Company") and (ii) up to 468,750 additional shares
of Common Stock which may be sold to the Underwriters pursuant to a thirty
(30) day over-allotment option (the "Offering"). Capitalized terms used
herein but not otherwise defined shall have the respective meanings set forth
in the Registration Statement.

In connection with the foregoing, we have examined copies of the
Company's Certificate of Incorporation and By-laws, each as amended through
the date hereof, the minutes or unanimous written consents of the Board of
Directors and shareholders of the Company and originals or copies,
satisfactory to us, of all such corporate records, agreements, certificates
and other documents of the Company as we have deemed relevant and necessary
as a basis for the opinion hereinafter expressed. In such examination, we
have assumed the genuineness of all signatures, the authenticity and accuracy
of all documents submitted to us as originals and the conformity to the
original documents of all documents submitted to us as copies. As to
questions of fact material to such opinion, we have relied upon certificates
of public officials and certificates of officers or other representatives of
the Company.

Based upon the foregoing and subject to the qualifications and
limitations stated herein, we are of the opinion that (a) the Company is a
validly existing corporation under the laws of the State of Delaware and
(b) the Common Stock, when sold to the Underwriters in accordance with the
terms and conditions of the Underwriting Agreement, will be validly issued,
fully paid and non-assessable.
<PAGE>
Premier Parks Inc.
May 6, 1996
Page two

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. We
hereby also consent to the incorporation by reference of this consent into a
subsequent registration statement filed by the Company pursuant to Rule 462 (b)
under the Securities Act relating to the Offering covered by the Registration
Statement. In giving such consent, we do not thereby concede that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations promulgated thereunder, or that we are
"experts" within the meaning of the Securities Act or the rules and regulations
promulgated thereunder.

Very truly yours,

BAER MARKS & UPHAM

EXHIBIT 23(B)

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
PREMIER PARKS INC.

We consent to the use of our report included herein and to the reference to our
firm under the heading "Experts" in the prospectus.

/S/ KPMG PEAT MARWICK LLP
......................................

KPMG PEAT MARWICK LLP

Oklahoma City, Oklahoma
May 6, 1996

EXHIBIT 23(C)

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
PREMIER PARKS INC.:

We consent to the reference to our firm under the captions "Experts" and to the
use of our report dated January 25, 1995, except for Note 13 dated August 29,
1995 with respect to the financial statements of Funtime Parks, Inc. included in
this Amendment No. 1 to the Registration Statement (Form S-2 No. 333-02821) and
related Prospectus of Premier Parks Inc. for the registration of Shares of
Common Stock.

/S/ ERNST & YOUNG LLP
......................................

ERNST & YOUNG LLP

May 6, 1996