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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) DECEMBER 4, 1996
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PREMIER PARKS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-9789 73-613774
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11501 NORTHEAST EXPRESSWAY, OKLAHOMA CITY, OKLAHOMA 63131
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (405) 475-2500
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(Former name or former address, if changed since last report)
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ITEM 2. Acquisition or Disposition of Assets
On December 4, 1996, Premier Parks Inc. (the "Company") acquired
substantially all of the assets (the "Assets") of Storytown USA, Inc. and
Fantasy Rides Corporation (collectively "Storytown"), used in the operation of
The Great Escape, a theme and water park located in Lake George, New York, for
an aggregate purchase price of $33,000,000 in cash (the "Purchase Price"),
pursuant to an Asset Purchase Agreement (the "Purchase Agreement"), dated August
23, 1996, by and among the Company, a wholly-owned subsidiary of the Company,
Storytown and Charles R. Wood, the sole stockholder of Storytown ("Wood").
The Company funded $17,000,000 of the Purchase Price from the proceeds of a
term loan borrowing in such amount under the Company's $115 million senior
secured credit facility, dated October 30, 1996 (the "Facility"), with the
balance funded by cash from operations and a portion of the net proceeds
received by the Company from its public offering of Common Stock in June 1996.
The term loan matures October 31, 2001, is secured by substantially all of the
Assets and bears interest equal to (a) a base rate equal to the higher of the
Federal Funds Rate plus 1/2% or the prime rate of Citibank, N.A., in each case,
plus the Applicable Margin or (b) the London Interbank Offered Rate plus the
Applicable Margin.
The Purchase Agreement provides for customary indemnification to the
Company by Storytown and indemnification for misrepresentations by Wood, in each
case, unlimited as to amount. In connection with the acquisition, the Company
entered into a five-year non-competition agreement and a five-year consulting
agreement with Wood, providing for aggregate payments to Wood of $1.25 million,
payable over the term of the agreement. In addition, at the closing of the
transaction, the Company issued 9091 shares of its Common Stock to a charitable
organization affiliated with Wood.
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ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of The Great Escape as of October 31, 1994 and
1995 and for the years then ended and at September 30, 1996 and the eleven-month
period then ended -- incorporated by reference to the financial statements of
Storytown included in the Registrant's Registration Statement on Form S-2 (Reg
No. 333-16573) (the "Registration Statement").
(b) Pro Forma financial statements at December 31, 1995 and for the year
then ended and at September 30, 1996 and the nine-month period then ended will
be filed by amendment promptly hereafter, but in no event later than 60 days
following the date of this Report.
(c) The following documents are filed herewith as exhibits to this
Form 8-K:
10(a) Asset Purchase Agreement dated August 23, 1996, among the
Registrant, a subsidiary of the Registrant, Storytown USA, Inc., Fantasy Rides
Corporation and Charles R. Wood -- incorporated by reference from Exhibit 10(p)
to the Registration Statement.
10(b) Consulting Agreement, dated December 3, 1996, between
Registrant and Charles R. Wood.
10(c) Non-competition Agreement, dated December 3, 1996, between
Registrant and Charles R. Wood.
10(d) Credit Agreement, dated October 30, 1996, between the
Registrant and Lehman Commercial Paper Inc. -- incorporated by reference from
Exhibit 10(b) to the Company's Current Report on Form 8-K, dated November 13,
1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 10, 1996
PREMIER PARKS INC.
By: /s/ Kieran E. Burke
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Kieran E. Burke
Chairman of the Board and
Chief Executive Officer
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EXHIBIT 10(b)
CONSULTING AGREEMENT
BY AND BETWEEN
PREMIER PARKS INC.
AND
CHARLES R. WOOD
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THIS AGREEMENT, dated as of the 3rd day of December, 1996, between Premier
Parks Inc., a Delaware corporation, having a place of business at 122 E. 42nd.
Street, 49th Floor, New York, New York 10168 (hereinafter, the "Company") and
Charles R. Wood, maintaining an office for the conduct of business c/o the
Charles R. Wood Foundation, 499 Glen Street, Glens Falls, New York, 12801
(hereinafter the "Consultant").
W I T N E S S E T H:
WHEREAS, a wholly-owned subsidiary of the Company has acquired on the date
hereof substantially all of the assets of the Great Escape (as such term is
defined in the Asset Purchase Agreement, dated August 23, 1996 in which the
Company and Consultant are parties (the "APA");
WHEREAS, the Company wishes to preserve the business and good will of
Great Escape and its relationships with customers and suppliers; and
WHEREAS, the Company desires to retain the services of Consultant to
provide the Company with consulting services during the term of this Agreement;
and
WHEREAS, the Consultant will be rendering valuable services to the Company
and it is the desire of the Company to have the benefit of his experience,
service and counsel; and
WHEREAS, the Company desires to assure itself of the services of the
Consultant for the period, and on the terms and conditions, hereinafter set
forth.
NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. CONSULTING. The Company hereby engages the Consultant, and the
Consultant hereby agrees to provide consulting services to the Company, upon the
terms and conditions hereinafter set forth. The Consultant shall at all times
act hereunder as an independent contractor and nothing herein shall be deemed to
create or imply an employment or agency relationship between the Consultant and
the Company.
2. DUTIES; EXTENT OF SERVICES. The Consultant agrees, upon request, to
provide consulting services to the Company regarding the operation and
management of the Great Escape, development and management of theme parks and
other related activities, as well as other consulting services incidentally
related thereto (the "Consulting Services"). The Consultant shall devote such
time, attention and energy as is necessary to fulfill his duties and
responsibilities hereunder; provided, however, that in no event shall the
Consultant be required to provide Consulting Services more frequently than eight
hours per month over not more than two consecutive business days
(non-cumulative) and such Consulting Services shall be provided at such times
and places as are mutually acceptable to the Company and the Consultant.
3. FEES.
(a) For the Consulting Services rendered hereunder, the Consultant
shall receive from the Company a consulting fee (the "Consulting
Fee") of $1,250,000.00.
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(b) The Consulting Fee shall be paid as follows: Payments of
$250,000 per year shall be made to Consultant, in equal monthly
payments beginning January 1, 1997 and ending December 31, 2001
(the period from January 1, 1997 to December 31, 2001 hereinafter
called the "Term").
(c) The Company shall additionally reimburse the Consultant for all
ordinary and necessary out-of-pocket business expenses incurred
in connection with the discharge of his duties and
responsibilities hereunder, provided that such expenses have been
approved in advance in accordance with the stated policy of the
Company.
(d) If the Consultant shall become disabled during the Term so that
he is unable to discharge his duties hereunder or shall die prior
to the Term Expiration Date, the Company shall continue to make
the Consulting Fee payments due hereunder or the dates specified
herein, irrespective of the Consultant's ability to fulfill his
duties hereunder. Such payment shall be made to the Consultant,
if disabled, or to the estate or personal representative of the
Consultant if deceased, as a disability or death benefit
hereunder.
(e) Consultant shall be responsible for all federal, state and local
taxes on the Consulting Fee. The Company will timely provide to
Consultant Form 1099 (or any successor form) for purposes of his
preparation of such taxes.
5. REMEDIES. The Company cannot terminate its obligations hereunder,
including an attempted termination by terminating the Consulting Services of the
Consultant hereunder. The Company cannot terminate the payment of the
Consulting Fee even in the event that Consultant does not provide the Consulting
Services as provided for herein. Nothing herein shall enable the Company to
terminate the Consulting Fee payments if the Consultant becomes deceased or
disabled.
6. RIGHTS AND OBLIGATIONS. The rights and obligations of the Company
under this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the parties hereto; provided, that nothing shall
operate to release the Company from its obligations hereunder.
7. AGREEMENT NOT TO DISCLOSE.
(a) Consultant will not from and after the date hereof, use, disclose
or make available to any person or entity (unless compelled to so
disclose or made available by judicial or administrative process
or by other requirements of law) any information known by
Consultant on the date hereof or acquired by him during the Term
concerning the Great Escape, the Company or any subsidiary there
of or their respective businesses, operations, customers,
suppliers or prospective customers and suppliers (the
"Confidential Information"), except to the extent that such
Confidential Information can be shown by Consultant to have been
in the public domain through no fault of Consultant. The
Confidential Information includes, without limitation, the
business practices, financial or attendance information, budgets,
information concerning capital expenditures, advertising, rides
and attractions, names, leads and account information regarding
group sales, suppliers and prospective suppliers' names leads
and account
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information, employee names, compensation and benefit information,
and agreements and forms of agreements of the Great Escape, the
Company or any subsidiary.
(b) Consultant understands and acknowledges that the Company may not
have adequate remedies at law for the breach or threatened breach
of the covenants in Section 7 and agrees that the Company may, in
addition to any other remedies which may be available under
applicable law, in the case of any such breach or threatened
breach, file a suit in equity without the necessity or obligation
of posting bond to enjoin Consultant from such breach or
threatened breach and agrees that the court having jurisdiction
over such proceedings may enter an order enjoining Consultant
from such breach or threatened breach. Consultant specifically
affirms the appropriateness of injunctive or other equitable
relief in any such action.
8. CONSTRUCTION/NOTICE, ETC.
(a) This Agreement contains the entire agreement of the parties with
respect to the Consultant's provision of Consulting Services to
the Company. As such, the same may not be changed orally, but
only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or
discharge is sought. With respect to the subject matter hereof,
neither party has relied on any representations, either express
or implied, other than as provided in this Agreement.
(b) The Agreement shall be construed and enforced in accordance with
the laws of the State of New York and the parties hereby
acknowledge that any action or proceeding relating to this
Agreement or this relationship created hereby shall be venued in
the State of New York.
(c) The Consultant may assign any or all of his rights and interests
to receive consideration pursuant to section 4 hereof to such
entity as he in his sole, absolute and complete discretion may
designate and such assignee shall have all rights granted to the
Consultant hereunder, including, without limitation, all rights
granted to the Consultant pursuant to this section and the right
to further assign the receipt of such consideration, including an
assignment to the Consultant. Notwithstanding the foregoing,
Consultant may not assign his obligations hereunder.
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9. HEADINGS. The section and subsection headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the 3rd day of December, 1996.
PREMIER PARKS INC.
By: /s/ Kieran E. Burke /s/ Charles R. Wood
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Its: CHAIRMAN & CEO CHARLES R. WOOD
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Exhibit 10(c)
NONCOMPETITION AGREEMENT
THIS NONCOMPETITION AGREEMENT dated as of the 3rd day of December, 1996,
by and between Charles R. Wood ("Wood"), an individual with an address of c/o
Charles R. Wood Foundation, 499 Glen Street, Glens Falls, New York, and Premier
Parks Inc. ("Premier"), a Delaware corporation with offices at 122 E. 42nd
Street 49th Floor, New York, New York.
W I T N E S S E T H:
WHEREAS, Premier Parks Acquisition Corp., ("PPAC") a wholly-owned
subsidiary of Premier, and Storytown USA, Inc. ("Storytown") and Fantasy Rides
Corporation ("Fantasy") have executed and entered into that certain asset
purchase agreement dated as of the 23rd day of August, 1996 (the "Purchase
Agreement") whereby the assets and real estate owned by Storytown and Fantasy
will be sold to PPAC pursuant to the terms contained therein; and
WHEREAS, Wood is the sole shareholder and director of both Storytown and
Fantasy Rides;
WHEREAS, as part of the transactions contemplated by PPAC, Storytown and
Fantasy Rides, Premier has requested that Wood execute this noncompetition
agreement; and
WHEREAS, PPAC's acquisition of those certain assets of Storytown and
Fantasy pursuant to the terms of the Purchase Agreement constitutes good and
sufficient consideration for Wood's entry into this agreement and performance of
his obligations hereunder.
NOW THEREFORE, for the mutual covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. PROHIBITED ACTIVITIES. Wood will not, for a period of five (5) years
following the Closing Date (as that term is defined in the Purchase Agreement),
directly or indirectly, for himself or on behalf of or in conjunction with any
other person, company, partnership, corporation or business of whatever nature:
(i) engage, as an officer, director, shareholder, owner, partner,
joint venturer, or in a managerial or advisory capacity, whether as an employee,
independent contractor, consultant or advisor, or as a sales representative, in
any Competing Business within 250 miles of the Great Escape, as that term is
defined in the Purchase Agreement (the "Territory");
(ii) call upon any person who is an employee of Premier or any of its
subsidiaries for the purpose or with the intent of enticing such employee away
from or out of the employ of Premier or any of its subsidiaries; or
(iii) call upon any person or entity which is, at that time, or which
has been, within one (1) year prior to that time, a customer of Premier or any
of its subsidiaries within the
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Territory for the purpose of soliciting or selling services or products for or
on behalf of a Competing Business.
Notwithstanding the above, the foregoing covenant shall not be deemed to
prohibit Wood from acquiring, as a passive investor with no involvement in the
operations of the business, not more than five percent (5%) of the capital stock
of a business engaging in or operating a Competing Business within the Territory
whose capital stock is publicly traded on a national securities exchange or
over-the-counter. For purposes of this Agreement, "Competing Business" shall
mean and include any entity whose business includes providing rides, amusements,
games, fun parks, water parks and/or amusement parks to the general public.
2. EXCEPTIONS. (a) Premier recognizes and acknowledges that Wood
and/or corporations which he controls presently own and/or operate several
businesses identified on Exhibit "A", attached hereto and incorporated by
reference herein (the "Wood Businesses"). Of the Wood Businesses, only Gaslight
Village, Inc., d/b/a Lake George Action Park, and Gaslight Rides, Inc.
(collectively, "Gaslight") may be deemed to be a Competing Business.
(b) Premier acknowledges and agrees that Wood may carry on any
business activity which is currently conducted by the Wood Businesses, it being
understood that during the period specified in the first sentence of Section 1
(i) neither Wood nor Gaslight will expand Gaslight by adding rides or
attractions materially different than the type of rides and attractions existing
on the date hereof; provided, however, nothing herein shall be deemed to
prohibit Wood from utilizing the entire site on which Gaslight is located and
(ii) Holiday Ads, Inc. will not offer marketing and P.R. services to any
Competing Business in the Territory other than Gaslight.
(c) Premier acknowledges and agrees that Wood's conduct and
continuation of the Wood Businesses as contemplated by subsections (a) and (b)
of this section 2, (i) is not prohibited under the terms of this Agreement and
(ii) constitutes an exception to the covenant set forth in section 1, hereof.
3. EQUITABLE RELIEF. Because of the difficulty of measuring economic
losses to Premier as a result of a breach of the foregoing covenant, and because
of the immediate and irreparable damage that could be caused to Premier for
which it would have no other adequate remedy, Wood agrees that the foregoing
covenant, subject to the exceptions set forth in section 2, may be enforced by
Premier by injunctions, restraining orders and other equitable actions without
the necessity or obligation of posting bond.
4. REASONABLE RESTRAINT. Wood acknowledges and agrees that the Agreement
is necessary for the protection of the legitimate business of Premier. It is
agreed by the parties hereto that the foregoing covenants in this Agreement
impose a reasonable restraint on Wood in light of the activities and business of
Premier on the date of the execution of this Agreement and the current plans of
Premier.
5. SEVERABILITY; REFORMATION. The covenants in this Agreement are
severable and separate, and the unenforceability of any specific covenant shall
not affect the continuing validity and enforceability of any other covenant. In
the event any court of competent jurisdiction shall determine that the scope,
time or territorial restrictions set forth in this Agreement are unreasonable,
then it is the intention of the parties that such restrictions be
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enforced to the fullest extent which the court deems reasonable and this
Agreement shall thereby be reformed.
6. MATERIAL AND INDEPENDENT COVENANT. Wood acknowledges that his
covenants set forth in this Agreement are material conditions to Premier's
agreement to execute and deliver the Purchase Agreement and to consummate the
transactions contemplated thereby. All of the covenants in this Agreement shall
be construed as an agreement independent of any other provision in this
Agreement, and the existence of any claim or cause of action of Wood against
Premier or one of its subsidiaries, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by Premier of such
covenants. It is specifically agreed that the five (5) year period during which
the agreements and covenants of Wood made in this Agreement shall survive shall
be computed by excluding from such computation any time during which Wood is in
violation of any provision of this Agreement. The covenants contained in this
Agreement shall not be affected by any breach of any other provision hereof by
any party hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first written above.
/s/ Charles R. Wood
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Charles R. Wood
PREMIER PARKS INC.
By: /s/ Kieran E. Burke
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Its: Chairman & CEO
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EXHIBIT "A"
EXCLUDED PROPERTIES
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<CAPTION>
<S> <C>
ENTITY NAME PURPOSE
Meadow Run Development Corporation Landholding company and billboard owner.
Hi-Way Host, Inc. Owner of Howard Johnson Motor Lodge, located at
Northway Exit I9 in Queensbury New York.
Alphonso's Lake George, Inc. Owner of land in Queensbury, New York, in close
proximity to the Great Escape on which Coachman
Restaurant is located.
Charles R. Wood d/b/a Sun Castle Owner of motel and villas on Lake George.
Gaslight Village, Inc. d/b/a Lake George Owner of action park in Town and Village of Lake George,
Action Park New York, on site owned by the Charles R. Wood
Foundation. Operator of amusements and attractions at
that site.
Gaslight Rides, Inc. Owner of rides located at Lake George Action Park.
Charles Wood Enterprises, Inc. Administrative Offices for all companies.
Storytown USA, Inc.
Fantasy Rides Corporation
Charles R. Wood Foundation Charitable organization.
Double "H" Hole in the Woods, Ranch Inc. Owner of campground located in Lake George, New York
for critically ill children.
Holiday Ads, Inc. Marketing and PR company.
Waxlife USA, Inc. d/b/a Charley's Owner of Restaurant, Nightclub, Bar & Lounge in Town
of Lake George, New York.
</TABLE>
In total, the Charles R. Wood companies own approximately 9.3 acres in
the Town and Village of Lake George which are comprised of several of the
above-mentioned companies.
