SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
[X] Preliminary information statement
[] Definitive information statement
[] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
Premier Parks Inc.
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(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock, par value $0.01
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(2) Aggregate number of securities to which transaction applies:
24,287,772
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
Not Applicable
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(4) Proposed maximum aggregate value of transaction:
Not Applicable
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(5) Total fee paid:
Not Applicable
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[] Fee paid previously with preliminary materials.
[] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
Not Applicable
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(2) Form, Schedule or Registration Statement No.:
Not Applicable
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(3) Filing Party:
Not Applicable
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(4) Date Filed:
Not Applicable
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PRELIMINARY INFORMATION STATEMENT
PREMIER PARKS INC.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
--------------------------------
April , 1996
Dear Stockholder:
This is to inform you that Premier Parks Inc. (the "Company") is
amending (the "Amendment") its Certificate of Incorporation to effect a 5 to
1 reverse stock split of the Company's outstanding Common Stock and to
change the authorized shares of Common Stock from 45,000,000 "old" shares to
30,000,000 "new" shares.
By resolutions dated April 4, 1996, the Amendment was adopted by
written consent of the holders of a majority of the outstanding shares of
each of the Company's Common Stock and Preferred Stock.
The Amendment will become effective on May ___, 1996 (the "Effective
Date"), the date on which the Company will file the Amendment with the
Delaware Secretary of State.
The Board of Directors of the Company has determined that it would be
desirable and in the best interest of the Company to amend the Company's
Certificate of Incorporation to effect the reverse stock split and to
change the authorized shares of Common Stock as more fully described in the
attached Information Statement. Pursuant to the provisions of Delaware law
and the Company's Certificate of Incorporation, the holders of at least a
majority of the outstanding shares of Common Stock and the holders of shares
representing at least a majority of the votes eligible to be cast by the
outstanding shares of Common Stock and Preferred Stock, voting together
as a single class, are permitted to approve the Amendment by written
consent in lieu of a meeting, provided that prompt notice of such action is
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given to the other stockholders. Pursuant to the rules and regulations
promulgated by the Securities and Exchange Commission (the "Commission")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
an information statement must be sent to holders of Common Stock and
Preferred Stock ("Holders") at least 20 days prior to the Effective Date.
This notice, which is being sent to all Holders of record on April 9,
1996, is intended to serve as such notice under Delaware law and as the
Information Statement required by the Exchange Act.
Please note that you are not being asked to send a proxy and you are
requested not to send one.
This notice is not the notice of the Company's 1996 Annual Meeting of
---
Stockholders, which will be sent to Holders separately.
Sincerely,
Kieran E. Burke
Chairman of the Board
<PAGE>
Preliminary Information Statement
Notice Pursuant To Section 14(c)
of The Securities Exchange Act of 1934
and Rule 14(c) Thereunder
and
Section 228(d) of the Delaware General Corporation Law
PREMIER PARKS INC.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
__________________________
INFORMATION STATEMENT
FOR
STOCKHOLDERS
__________________________
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
________________________________________
CONSENT REQUIRED FOR APPROVAL
The Board of Directors of the Company has adopted resolutions
authorizing an amendment (the "Amendment") to the Company's Certificate of
Incorporation approving (i) a reverse split of the Company's outstanding
Common Stock, par value $0.01 per share ("Common Stock") on the basis of one
new share of common stock of the Company for each five shares of presently
outstanding Common Stock and (ii) a change in the number of authorized shares
of Common Stock from 45,000,000 "old" shares to 30,000,000 "new" shares.
The written consent of holders of shares representing at least
a majority of the outstanding shares of the Company's Common Stock and at least
a majority of the votes eligible to be cast by the outstanding shares of Common
Stock and the Company's Series A 7% Cumulative Convertible Preferred Stock, par
value $1.00 per share ("Preferred Stock"), voting together as a single class, is
required to approve the Amendment. The Amendment was approved by the written
consent, dated April 4, 1996, of the holders of approximately 69.8% of the
outstanding shares of Common Stock and 83.0% of the outstanding shares of
Preferred Stock.
The Board of Directors has fixed the close of business on April
9, 1996 as the record date for the determination of stockholders entitled
to notice of the adoption and proposed filing of the Amendment. As of that
date, the Company had issued and outstanding 24,287,772 shares of Common
Stock, and 200,000 shares of Preferred Stock, the Company's only classes of
voting securities outstanding. Generally, each share of Preferred Stock is
entitled to 60.6 votes on matters submitted for stockholder approval.
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STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL HOLDERS
The following table sets forth certain information as of March 1,
1996 (except as noted below) as to Common Stock and Preferred Stock owned
by (a) each of the Company's current directors, (b) all current directors and
officers of the Company as a group, and (c) each person who, to the best of the
Company's knowledge, beneficially owned on that date more than 5% of the
outstanding Common Stock or Preferred Stock.
<TABLE>
<CAPTION>
Shares of Shares of
Name and Address of Common Stock Percent Preferred Stock Percent
Beneficial Owner Beneficially Owned of Class Beneficially Owned of Class
-------------------- ------------------ -------- ------------------ --------
<S> <C> <C> <C> <C>
Kieran E. Burke(1) . . . . . . . . . . . . 710,304 2.9 -- --
Paul A. Biddelman(2) . . . . . . . . . . . 14,647,883 45.3 132,400 66.2
James F. Dannhauser(3) . . . . . . . . . . 110,000 0.5 -- --
Michael E. Gellert(4)(5). . . . . .. . . . 6,846,169 27.5 9,000 4.5
Gary Story(6). . . . . . . . . . . . . . . 160,000 0.7 -- --
Jack Tyrrell(7). . . . . . . . . . . . . . 4,521,821 17.7 20,000 10.0
Robert J. Gellert(5)(8). . . . . . . . . . 6,309,730 26.0 -- --
Windcrest Partners(5)(9) . . . . . . . . . 5,680,124 23.4 -- --
122 East 42nd Street
New York, New York 10168
Lawrence, Tyrrell, Ortale & Smith II
L.P.(10) . . . . . . . . . . . . . . . . 3,309,700 13.6 -- --
Lawrence, Tyrrell, Ortale & Smith
3100 West End Avenue, Suite 500
Nashville, TN 37203
Hanseatic Corporation(11). . . . . . . . . 14,647,883 45.3 132,400 66.2
Wolfgang Traber
450 Park Avenue
New York, New York 10152
David A. Jones(12) . . . . . . . . . . . . 2,386,236 9.8 10,000 5.0
500 West Main Street
Louisville, KY 40201
Richland Ventures, L.P.(13). . . . . . . . 1,212,121 5.0 20,000 10.0
3100 West End Avenue
Suite 500
Nashville, TN 37202
All directors and officers as a group(14) 27,014,177 77.7 161,400 80.7
(8 persons) . . . . . . . . . . . . . . . .
</TABLE>
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_______________
(1) Includes 236,510 shares of Common Stock and warrants and options
to purchase 473,794 shares of Common Stock for his own account as
to which Mr. Burke has sole voting and investment power.
(2) Includes 6,623,641 shares of Common Stock and 132,400 shares of
Preferred Stock beneficially owned by Hanseatic Corporation
("Hanseatic"), a private investment company, and 8,024,242 shares
of Common Stock issuable upon conversion of 132,400 shares of
Preferred Stock beneficially owned by Hanseatic, of which Mr.
Biddelman is treasurer.
(3) Includes 55,000 shares of Common Stock for his own account and
55,000 shares of Common Stock beneficially owned by Lepercq, de
Neuflize & Co. Incorporated ("Lepercq"), an investment banking
firm, of which Mr. Dannhauser is a managing director. Mr.
Dannhauser disclaims beneficial ownership of the shares held by
Lepercq.
(4) Includes 478,716 shares of Common Stock and 9,000 shares of
Preferred Stock for his own account and 545,455 shares of Common
Stock issuable upon conversion of such shares of Preferred Stock,
as to which Mr. Gellert has sole voting and investment power.
Includes 5,680,124 shares of Common Stock beneficially owned by
Windcrest Partners, a New York limited partnership ("Windcrest")
which shares voting and investment power with its general
partners, Michael E. Gellert and Robert J. Gellert. Also
includes 500 shares of Preferred Stock and 141,874 shares of
Common Stock beneficially owned by Michael E. Gellert's daughter
who resides in his household, of which 30,303 represent shares of
Common Stock issuable upon conversion of such shares of the
Preferred Stock. 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 7,852,179 shares of Common
Stock. Such shares represent 32.3% of the Company's outstanding
Common Stock. See footnotes (4), (8) and (9).
(6) Includes 160,000 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 1,000,000 shares of Common Stock beneficially owned by
Lawrence, Tyrrell, Ortale & Smith ("LTOS"); 2,309,700 shares of
Common Stock beneficially owned by Lawrence, Tyrrell, Ortale &
Smith II, L.P. ("LTOS II"); and 20,000 shares of Preferred Stock
and 1,212,121 shares of Common Stock issuable upon conversion
thereof beneficially owned by Richland Ventures, L.P.
("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 12,570 shares of Common Stock for his own account, as to
which he has sole voting and investment power; 247,985 shares of
Common Stock as agent for 30 other persons and entities with whom
he shares voting and investment power; 10,838 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); 27,794 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; 5,419 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; 5,680,124 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 325,000 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 owned by the trusts for the benefit of his children.
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<PAGE>
(9) Windcrest shares voting and investment power with its general
partners, Michael E. Gellert and Robert J. Gellert.
(10) Includes 1,000,000 shares of Common Stock beneficially owned by
LTOS and 2,309,700 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 of
1934, as amended (the "Exchange Act").
(11) Includes 6,623,641 shares of Common Stock and 132,400 shares of
Preferred Stock beneficially owned by Hanseatic and 8,024,242
shares of Common Stock issuable upon conversion of such shares of
Preferred Stock. Mr. Traber holds a majority of the shares of
capital stock of Hanseatic and thus may be deemed to beneficially
own such shares of Common Stock and Preferred Stock. On March
11, 1996, Hanseatic granted a participating interest with respect
to an aggregate of 12,915,323 shares of Common Stock owned by it
(including 6,751,515 shares of Common Stock issuable upon
conversion of 11,400 shares of Preferred Stock) to Hanseatic
Americas LDC, an affiliate of Hanseatic.
(12) Includes 1,780,176 shares of Common Stock and 10,000 shares of
Preferred Stock beneficially owned by Mr. Jones and 606,060
shares of Common Stock issuable upon conversion of such shares of
Preferred Stock. Information has been derived from Amendment No.
3 to Schedule 13D, dated August 25, 1995.
(13) Includes 20,000 shares of Preferred Stock and 1,212,121 shares of
Common Stock issuable upon conversion thereof beneficially owned
by Richland.
(14) 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, 473,794 shares (see footnote
(1)); Paul A. Biddelman, 8,024,242 shares (see footnote (2));
Jack Tyrrell, 1,212,121 (see footnote (7)); Michael E. Gellert,
575,758 (see footnote (4)); Gary Story, 160,000 shares (see
footnote (6)); and all directors and officers as a group,
10,545,884 shares.
BACKGROUND AND EFFECT OF AMENDMENT
General
The Board of Directors of the Company has adopted resolutions
authorizing an amendment (the "Amendment") to the Company's Certificate of
Incorporation approving (i) a reverse split of the Company's outstanding
Common Stock on the basis of one new share of common stock of the Company
for each five shares of presently outstanding Common Stock and (ii) a
change in the number of authorized shares of Common Stock from 45,000,000
"old" shares to 30,000,000 "new" shares. The form of the Amendment is attached
hereto as Exhibit A. Approval of the Amendment by the stockholders was
obtained by written consents in lieu of a meeting, dated April 4, 1996, of
the holders of a majority of the voting power of the outstanding shares of
the Company's Common Stock and Preferred Stock, voting as a single class,
and the affirmative vote of a majority of outstanding shares of Common
Stock. The post-split common stock is referred to hereinafter as the "New
Common Stock" and the pre-split common stock is referred to hereinafter as the
"Common Stock."
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<PAGE>
Principal Effects
The Company is presently authorized to issue 45,000,000 shares of
Common Stock, $.01 par value per share. The Amendment will change the
number of authorized shares to 30,000,000 shares of New Common Stock. The
par value of the New Common Stock will be $.05 per share upon effectiveness
of the Amendment. At the close of business on April 9, 1996, there were
24,287,772 shares of Common Stock outstanding. The reverse stock split
will decrease the outstanding shares of Common Stock by 80%, to 4,857,554.4
shares of New Common Stock. The Amendment will not affect any stockholder's
proportionate equity interest in the Company. The Company will issue
fractional shares pursuant to the Amendment. Upon effectiveness of the
Amendment, all outstanding options, rights and warrants to acquire Common
Stock (including conversion rights of the Preferred Stock) will be adjusted
automatically to entitle the holders thereof to purchase proportionately fewer
shares of New Common Stock at a proportionately higher exercise price. In
addition, the number of votes per share of Preferred Stock will be
proportionately reduced. The Amendment will become effective on May __, 1996,
the date that the Amendment is to be filed with the Secretary of State of
Delaware (the "Effective Date").
The reverse stock split component of the Amendment may leave
certain stockholders with one or more "odd lots" of New Common Stock, i.e.,
stock in amounts of less than 100 shares. These shares may be more
difficult to sell, or require a higher commission per share to sell, than
shares in even multiples of 100.
Since the reduction in the number of authorized shares of New
Common Stock is not proportionate to the 5 to 1 reverse stock split, the
Amendment will result in an increased number (both on an absolute basis and,
more significantly, relative to the number of shares outstanding) of
authorized shares of New Common Stock available to the Company for future
issuance. The following table illustrates the principal effects of the
proposed Amendment.
Prior to
Number of Shares of Common Stock Amendment After Amendment(1)
- -------------------------------- --------- ---------------
Authorized . . . . . . . . . . . . . . . . . . 45,000,000 30,000,000
Outstanding . . . . . . . . . . . . . . . . . . 24,287,772 4,857,554
Reserved for future issuance upon
conversion of outstanding Preferred Stock
and exercise of outstanding warrants and
options(2) . . . . . . . . . . . . . . . . . 14,492,408 2,898,481
Reserved for issuance in connection with
future grants under the 1993 and 1995 Stock
Incentive Plans(3) . . . . . . . . . . . . . 453,998 90,800
-------- ----------
Available for future issuance by action of
the Board of Directors (after giving effect to
the above reservations) . . . . . . . . . . . 5,765,822 22,153,165
- ---------------
(1) Rounded to the nearest whole share.
(2) Dividends on the Preferred Stock are payable in cash or by delivery
of additional shares of Preferred Stock. Amounts shown do not
include shares of Common Stock issuable upon conversion of any shares
of Preferred Stock that the Company may issue in the future as
dividends on outstanding shares of Preferred Stock.
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<PAGE>
(3) Includes 110,000 shares of Common Stock and 22,000 shares of New Common
Stock to be reserved for issuance upon stockholder approval of the 1995
Stock Incentive Plan. The 1995 Stock Incentive Plan will be submitted
for stockholder approval at the Company's 1996 Annual Meeting of
Stockholders.
Reasons for the Reverse Stock Split
The Company may list the New Common Stock on the NASDAQ National
Market, which requires that newly-listed equity securities meet certain
minimum market price levels. Accordingly, the Board of Directors
believes the reverse stock split should enhance the Company's ability to so
list the New Common Stock. Additionally, the Board of Directors believes
that the low per share market price of the Company's Common Stock may
impair the acceptability of the Common Stock to the financial community and
the investing public. Many investors look upon low-priced stocks as unduly
speculative in nature and often avoid investing in such stocks.
Accordingly, the reverse stock split is designed, in part, to enhance the
success of any future offering of New Common Stock by the Company. In
addition, the Board of Directors believes that the current low per share
price of the Common Stock reduces the marketability of the Common Stock
because of the reluctance of many brokerage firms to recommend low-priced
stocks to their clients. Further, a variety of brokerage houses have
policies and practices that tend to discourage individual brokers within
those firms from dealing in low-priced stocks. Some of those policies and
practices pertain to the payment of brokers' commissions and to time-
consuming procedures that make transactions in low-priced stocks
unattractive to brokers from an economic standpoint.
Although there can be no assurance that the market price of the
New Common Stock will increase after the effectiveness of the reverse stock
split in an amount proportionate to the decrease in the number of
outstanding shares, the reverse stock split is intended to result in a
price level for the Company's New Common Stock that will comply with
listing requirements of the NASDAQ National Market, increase investor
interest and enhance the interest of brokerage firms in trading the
Company's stock.
Reasons for the Change in Authorized Shares
The sole purpose of the change in the number of the authorized
shares of the Common Stock from 45,000,000 to 30,000,000 shares of New
Common Stock is to reduce franchise and other state taxes that are
computed by reference to the Company's authorized capitalization. Assuming
no change in the Company's assets or capitalization other than the reverse stock
split, the Company estimates that adoption of the Amendment will result in a
reduction of approximately $50,000 in such taxes for 1996. As shown in the table
under "Principal Effects," the Amendment will result in an increased number of
authorized but unissued shares of New Common Stock. The Board of Directors
determined not to reduce the authorized shares of New Common Stock on a basis
proportional to the reverse stock split in order to increase the number of
shares of New Common Stock available to the Company for future
issuance, including future offerings of New Common Stock as well as shares
available for issuance in connection with future acquisitions by the
Company. The issuance of additional shares of New Common Stock may have a
dilutive effect on earnings per share and on the equity of present holders
of Common Stock and their voting rights. Holders of Common Stock are not
entitled to any preemptive rights.
Exchange of Stock Certificates
As soon as practicable after the Effective Date of the Amendment,
Common Stockholders will be notified and requested to surrender their
present Common Stock certificates for new certificates representing shares
of New Common Stock. Until so surrendered, each current certificate
representing shares of Common Stock will be deemed for all purposes after
the Effective Date to evidence ownership of shares of the New Common Stock
in the appropriately reduced number. The Liberty National Bank & Trust
Company located in
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Oklahoma City, Oklahoma has been appointed to act as exchange agent (the
"Exchange Agent") for the Common Stockholders in effecting the exchange of
their certificates.
Federal Income Tax Consequences
The federal income tax consequences of the reverse stock split
component of the Amendment are as follows: (i) the reverse stock split
will not result in the recognition of gain or loss by the Company or any of
its stockholders; (ii) a Common Stockholder's total basis in shares of New
Common Stock received from the Company will be the same as the existing
basis in the shares of Common Stock previously held; and (iii) a Common
Stockholder's holding period or periods for shares of New Common Stock will
include the holding period or periods of a proportionate number of shares of
the stockholder's Common Stock.
The foregoing information is based upon existing law which is
subject to change by legislation, administrative action and judicial
decision and is necessarily general. The preceding paragraph is a general
description of the federal income tax consequences of the reverse stock
split. It does not take into account state, local or foreign tax consequences
and does not take into account special rules that may apply to a stockholder's
individual tax circumstances. Therefore, Common Stockholders are advised
to consult with their own tax advisor for more detailed information
relating to their individual tax circumstances.
OTHER MATTERS
The Company will pay the cost of distributing this Information
Statement, including the cost of assembling and mailing it. The Company
will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending this
Information Statement to the beneficial owners of the Company's Common
Stock and Preferred Stock.
BY ORDER OF THE BOARD OF DIRECTORS
RICHARD A. KIPF
Secretary
Oklahoma City, Oklahoma
April ___, 1996
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<PAGE>
EXHIBIT A
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;
A-1
<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 day of
May, 1996.
PREMIER PARKS INC.
By:
------------------------------------------
Kieran E. Burke
Chairman and Chief Executive Officer
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