SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ____________
Commission File Number: 0-9789
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Premier Parks Inc.
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(Exact name of registrant as specified in its charter)
Delaware 73-6137714
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 475-2500
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Securities registered pursuant to Sec. 12(b) of the Act: NONE
Securities registered pursuant to Sec. 12(g) of the Act:
Shares of common stock, par value $.01 per share
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.Yes X No __
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in the definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]
<PAGE>
State the aggregate market value of the voting stock held by non-
affiliates (assuming, solely for the purposes of this Form, that all the
directors of the Registrant are affiliates) of the Registrant:
Approximately $9.5 million as of March 12, 1996 (based on the average
of the closing bid and asked quotations as reported on The Pink Sheets(R) and
the OTC Bulletin Board). See "Item 5. -- Market for the Registrant's
Common Equity and Related Stockholder Matters."
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest most practicable date:
The number of shares of Common Stock of the Registrant outstanding as
of March 15, 1996 was 24,287,772 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The information required in Part III by Item 10, as to directors, and
by Items 11, 12 and 13 is incorporated by reference to the Registrant's
proxy statement in connection with the annual meeting of stockholders to be
held in June 1996, which will be filed by the Registrant within 120 days
after the close of its 1995 fiscal year.
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<PAGE>
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
(a)(1) and (2) Financial Statements and Financial Statement
Schedules
The following consolidated financial statements of the Premier Park
Inc. and subsidiaries, the notes thereto, the related report thereon of
independent auditors, and financial statement schedules are filed under
Item 8 of this Report:
PAGE
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Independent Auditor's Report F-2
Consolidated Balance Sheets - December 31, 1995 and 1994 F-3
Consolidated Statements of Operations Years ended F-5
December 31, 1995, 1994 and 1993
Consolidated Statements of Stockholders' Equity F-6
Years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows F-7
Years ended December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements F-9
Schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are omitted because
they either are not required under the related instructions, are
inapplicable, or the required information is shown in the financial
statements or notes thereto.
(a)(3) See Exhibit Index.
(b) Reports on Form 8-K
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None.
(c) Exhibits
See Item 14(a)(3) above.
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<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 24, 1996
PREMIER PARKS INC.
By: /s/ Kieran E. Burke
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Kieran E. Burke
Chairman of the Board
and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
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Page
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(3) Articles of Incorporation and By-Laws:
(a) Certificate of Incorporation of Registrant dated
March 24, 1981 -- incorporated by
reference from Exhibit 3 to Form 10-Q of
Registrant for the quarter ended
June 30, 1987.
(b) Plan and Agreement of Merger of Registrant
and Tierco, a Massachusetts business
trust, dated March 31, 1981 --
incorporated by reference from Exhibit 3
to Form 10-Q of Registrant for the
quarter ended June 30, 1987.
(c) Certificate of Amendment of Certificate of
Incorporation of Registrant dated
April 14, 1985 -- incorporated by
reference from Exhibit 3 to Form 10-Q of
Registrant for the quarter ended
June 30, 1987.
(d) Certificate of Amendment of Certificate of
Incorporation of Registrant dated May 8,
1987 -- incorporated by reference from
Exhibit 3 to Form 10-Q of Registrant for
the quarter ended June 30, 1987.
(e) Certificate of Amendment of Certificate of
Incorporation of Registrant dated
June 11, 1987 -- incorporated by
reference from Exhibit 3 to Form 10-Q of
Registrant for the quarter ended
June 30, 1987.
(f) Certificate of Amendment of Certificate of
Incorporation
of Registrant dated April 30, 1991 --
incorporated by reference from Exhibit
3(f) to Form 10-K of Registrant for the
year ended December 31, 1991.
(g) Certificate of Amendment of Certificate of
Incorporation
of Registrant dated June 30, 1992 --
incorporated by reference from Exhibit
3(g) to Form 10-K of Registrant for the
year ended December 31, 1992.
(h) Certificate of Amendment of Certificate of
Incorporation
of Registrant dated June 23, 1993 --
incorporated by reference from Exhibit
3(a) to Form 10-Q of Registrant for the
quarter ended June 30, 1993.
<PAGE>
(i) Certificate of Amendment to Certificate of
Incorporation
dated October 7, 1994 -- incorporated by
reference from Exhibit 3(i) to Form 10-K
of Registrant for the year ended
December 31, 1994.
(j) Certificate of Designation of Series A 7% Cumulative
Convertible Preferred Stock (the
"Preferred Stock") of Registrant --
incorporated by reference from Exhibit
3(10) to Registrant's Registration
Statement on Form
S-1 (Reg. No. 33-62225) declared
effective on November 9, 1995 (the
"Registration Statement").
(k) By-laws of Registrant -- incorporated by reference
from Exhibit 3(g) to Form 10-K of
Registrant for the year ended December
31, 1991.
(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 the Registration Statement.
(b) 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.
(c) 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.
(d) 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.
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<PAGE>
(e) 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.
(f) 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.
(g) 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.
(h) 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.
(i) 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.
(j) 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.
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<PAGE>
(10) Material Contracts:
(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.
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<PAGE>
(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.
* (o) Lease Agreement dated December 22, 1995 between
Darien Lake Theme Park and Camping
Resort, Inc. and The Metropolitan
Entertainment Co., Inc.
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* previously filed
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<PAGE>
* (11) Statement re computation of per share
earnings.
(21) Subsidiaries of the Registrant --
incorporated by
reference from Exhibit 21 to the Registration
Statement.
(27) Financial Data Schedule
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* previously filed
(last page of exhibits)
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27
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This schedule contains summary financial information extracted from the audited
financial statements dated December 31, 1995 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 28,787,000
<SECURITIES> 0
<RECEIVABLES> 965,000
<ALLOWANCES> 0
<INVENTORY> 2,904,000
<CURRENT-ASSETS> 35,008,000
<PP&E> 125,906,000
<DEPRECIATION> (9,905,000)
<TOTAL-ASSETS> 173,318,000
<CURRENT-LIABILITIES> 11,584,000
<BONDS> 93,213,000
0
200,000
<COMMON> 244,000
<OTHER-SE> 46,156,000
<TOTAL-LIABILITY-AND-EQUITY> 173,318,000
<SALES> 41,496,000
<TOTAL-REVENUES> 41,496,000
<CGS> 4,635,000
<TOTAL-COSTS> 37,548,000
<OTHER-EXPENSES> 108,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,578,000
<INCOME-PRETAX> (1,807,000)
<INCOME-TAX> (762,000)
<INCOME-CONTINUING> (1,045,000)
<DISCONTINUED> 0
<EXTRAORDINARY> (140,000)
<CHANGES> 0
<NET-INCOME> (1,185,000)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
