<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
incorporation or organization) identification number)
</TABLE>
<TABLE>
<S> <C>
KIERAN E. BURKE
11501 NORTHEAST EXPRESSWAY 11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131 OKLAHOMA CITY, OKLAHOMA 73131
(405) 475-2500 (405) 475-2500
(Address, including zip code, and telephone (Name, address, including zip code, and
number, including area code, of Registrant's telephone number, including area code, of
principal executive offices) Registrant's agent for service)
</TABLE>
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COPIES OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO AGENT FOR
SERVICE, SHOULD BE SENT TO:
JAMES M. COUGHLIN, ESQ.
BAER MARKS & UPHAM LLP
805 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 702-5819
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
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>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, $0.05 par value.... 121,671 $40.50(1) $4,927,675.50 $1,494
</TABLE>
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended.
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 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED NOVEMBER 21, 1997
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 SUCH STATE.
<PAGE>
PROSPECTUS
121,671 SHARES
PREMIER PARKS INC.
COMMON STOCK
This prospectus ("Prospectus") relates to the offer and sale (the
"Offering") by certain securityholders (the "Selling Securityholders") of
Premier Parks Inc. (together with its consolidated subsidiaries, the "Company"
or "Premier") of 121,671 shares (the "Shares") of the Company's Common Stock,
$0.05 par value (the "Common Stock"). The Company will not receive any proceeds
from the sale of the Shares offered hereby. The Company is bearing all costs
relating to the registration of the Shares, except that the Selling
Securityholders shall bear all selling commissions or discounts incurred by them
in connection with the offer and sale of the Shares and all of their legal fees
and expenses. The Registration Statement of which this Prospectus forms a part
has been prepared in accordance with an agreement between the Company and the
Selling Securityholders.
The Common Stock is quoted on the Nasdaq National Market ("NASDAQ") under
the symbol "PARK." On November , 1997, the last reported sale price of the
Common Stock as reported on NASDAQ was $ per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
---------------------
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.
------------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, THE SHARES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL FOR
THE SELLING SECURITYHOLDERS TO MAKE SUCH OFFER OR SOLICITATION
The Selling Securityholders and any other person participating in the
distribution of the Shares offered hereby will be subject to applicable
provisions of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder, including Regulation M, which
provisions may limit the timing of purchases and sales of the Shares.
The Shares offered hereby may be offered and sold from time to time pursuant
to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act")
by the Selling Securityholders in one or more transactions on NASDAQ, in
negotiated transactions, or a combination of such transactions. The Shares may
be sold at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling
Securityholders may effect such transactions by selling the Shares directly to
purchasers or through underwriters or broker-dealers who may act as agents or
principals. Such underwriters and broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Securityholders
or the purchasers of the Shares for whom such underwriters or broker-dealers may
act as agent or to whom they sell as principal or both. The compensation
received by a particular underwriter or broker-dealer may be in excess of
customary compensation.
The date of this Prospectus is November , 1997.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus and made a part hereof as of
their respective dates:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997.
5. The Company's Current Report on Form 8-K, dated February 6, 1997.
6. The Company's Current Report on Form 8-K, dated November 7, 1997.
7. The information contained in the Company's Registration Statement on Form
S-2 (Registration No. 333-16573) specified below:
(i) the Company's Unaudited Pro Forma Combined Statement of Operations
for the Nine Months Ended September 30, 1996 and the notes thereto (pages 40
to 44, inclusive, of such Registration Statement);
(ii) the Financial Statements of Elitch Gardens Company as of December
31, 1995 and 1994, for the year ended December 31, 1995 and for the period
from May 31, 1994 (date of inception) through December 31, 1994 and the
report of the independent auditors thereon (pages F-38 to F-51, inclusive,
of such Registration Statement);
(iii) the Financial Statements of The Great Escape as of October 31,
1994 and 1995, and for the years then ended and the independent auditors'
report thereon (pages F-52 to F-60, inclusive, of such Registration
Statement); and
(iv) the Financial Statements of Stuart Amusement Company as of
September 30, 1996 and 1995 and for the years then ended and the independent
auditors' report thereon (pages F-81 to F-93, inclusive, of such
Registration Statement).
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the Offering shall also be deemed to
be incorporated by reference into this Prospectus.
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 superseded, 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).
2
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports and other information with 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. In addition, the Commission maintains a Website (http://www.sec.gov) that
also contains such reports, proxy statements and other information filed by the
Company. Such reports, proxy statements and other information concerning the
Company can also be inspected at the offices of the Nasdaq National Market,
Reports Section, 1735 K Street, N.W., Washington, D.C. 20006
The Company has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act, with respect to the
Shares offered hereby. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement, certain items of which are contained in the exhibits and
schedules thereto as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any contract, agreement
or other document referred to are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. 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.
3
<PAGE>
RISK FACTORS
PRIOR TO MAKING AN INVESTMENT IN THE SHARES OFFERED HEREBY, PROSPECTIVE
INVESTORS 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. As of November , 1997, the Company had
outstanding (i) $125.0 million principal amount of the Company's 9 3/4 Senior
Notes due 2007 (the "1997 Notes"); and (ii) $90.0 million principal amount of
the Company's 12% Senior Notes Due 2003 (the "1995 Notes" and together with the
1997 Notes, the "Senior Notes"). In addition, the Company has the ability to
borrow up to $115.0 million under its senior secured credit facility (the
"Credit Facility"). This high level of indebtedness will result in significant
interest expense and eventual principal repayment obligations. The Senior Notes
and borrowings under the Credit Facility are guaranteed by the Company's
operating subsidiaries. Borrowings under the Credit Facility are also secured by
substantially all of the assets of the Company (other than real estate). 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.
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 Senior
Notes, borrowings under the Credit Facility 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
The Company intends to continue to make selective acquisitions that would
expand its business. There can be no assurance that the Company will be able to
locate and acquire additional businesses. 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 limitations on the Company's
ability to incur or assume indebtedness under the Credit Facility and the
indentures relating to the Senior Notes (the "Indentures"). 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."
In certain instances, a consummated acquisition may adversely affect the
Company's financial condition and reported results, at least in the short-term,
depending on many factors, including capital requirements and the accounting
treatment of such acquisition. There can be no assurance that the Kentucky
Kingdom Acquisition (as hereinafter defined) or any future 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. As the Company continues to grow, the increasing size of its
operations will place additional demands upon existing management resources,
which will require the Company to effectively redeploy such resources and, at
times, to hire new personnel. If the Company is unable to manage growth
effectively, the Company's operating results could be materially adversely
affected. Common Stock was used as a portion of the aggregate consideration in
the Kentucky Kingdom Acquisition, and the Company may issue a substantial number
of shares of Common Stock to fund future acquisitions. By virtue of the
foregoing, the Company's acquisitions could have an adverse effect on the market
price of the Common Stock.
Management of the Company has 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.
4
<PAGE>
RESTRICTIVE DEBT COVENANTS
The 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 affiliates or redeem or
repurchase the Senior Notes. In addition, under the Credit Facility, the Company
is required to comply with specified financial ratios and tests, including
interest expense, fixed charges, debt service and total debt coverage ratios.
The Indentures also contain a series of restrictive covenants.
The Company is currently in compliance with the covenants and restrictions
contained in the Credit Facility and the Indentures. However, its ability to
continue to comply with financial tests and ratios in the 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 Credit Facility, the
termination of the facility (and the repayment of all amounts outstanding
thereunder) or, by virtue of cross default provisions, the acceleration of the
maturity of the Senior Notes.
RISKS OF ACCIDENTS AND DISTURBANCES AT PARKS
Because substantially all of 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. In that
connection, in June 1997, a slide collapsed at the Company's water park in
Concord, California, resulting in the park's closure for twelve days. The
collapse had a material adverse effect on that park's 1997 operating
performance, but did not have a material effect on the balance of the Company's
1997 operations. The Company expects to recover under its business interruption
insurance all or a substantial portion of that park's operating shortfall. The
Company's liability insurance policies provide coverage of up to $25.0 million
per loss occurrence and require the Company to pay the first $50,000 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, four 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 90% of
park attendance occurring in the second and third calendar quarters of each
year. The great majority of the Company's revenue is 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 Stock may fluctuate
significantly in response to variations in the Company's quarterly and annual
results of operations.
HIGHLY COMPETITIVE BUSINESS
The Company's parks compete directly with other theme, water and amusement
parks and indirectly with all other types of recreational facilities and forms
of entertainment within their market areas,
5
<PAGE>
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 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. Under
certain circumstances, the loss of the services of both Messrs. Burke and Story
and the failure to replace them within a specified time period would constitute
a default under the Credit Facility.
CONTROL BY MANAGEMENT AND EXISTING STOCKHOLDERS; CHANGE OF CONTROL
The Company's directors, executive officers and entities affiliated with
them beneficially own, in the aggregate, approximately 30% of the outstanding
Common Stock. As a result, these stockholders, if they were to act together,
would likely be able to influence significantly the election of the Company's
Board of Directors and other matters requiring approval by the stockholders of
the Company, including any required stockholder approval of acquisitions and
other significant corporate transactions. 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 significantly influence the Company is
enhanced by the requirement that the Company make an offer to purchase the
Senior Notes and repay all indebtedness under the Credit Facility upon a Change
of Control (as defined therein). Additionally, the Company's authorized but
unissued Preferred Stock could be used, under certain circumstances, as a method
of discouraging, delaying or preventing a change in control of the Company.
DIVIDENDS UNLIKELY
The Company has not paid dividends on its Common Stock during the three
years ended December 31, 1996 or the nine months ended September 30, 1997 and
does not anticipate paying any cash dividends in the foreseeable future.
Furthermore, the Credit Facility and the Indentures restrict the payment of cash
dividends by the Company. Earnings, if any, are expected to be retained to
finance the Company's growth strategy.
SHARES OF COMMON STOCK ELIGIBLE FOR FUTURE SALE
As of the date of this Prospectus, the Company has 18.4 million 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. Of such shares, approximately 13.1 million shares
(including the Shares) are eligible for sale in the public market without
restriction, except for any such shares held by "affiliates" of the Company. In
addition, holders of approximately 5.3 million shares (primarily officers,
directors and principal shareholders of the Company) 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 the date of this Prospectus could
adversely affect the prevailing market price of the Common Stock. See
"Description of Securities -- Registration Rights."
6
<PAGE>
THE COMPANY
The Company is a leading U.S. theme park company which operates thirteen
regional parks. Based on estimated 1997 attendance of approximately 11 million
at these parks, the Company is the fourth largest domestic regional park
operator. See "-- Recent Transactions." The Company owns twelve of its parks and
manages an exotic wildlife and marine park, Marine World Africa USA ("Marine
World"), located approximately 30 miles northeast of San Francisco. In November
1997, the Company exercised its option to lease on a long-term basis
approximately 40 acres at Marine World. The Company also holds an option,
exercisable beginning in 2002, to purchase the entire park. See "-- Recent
Transactions."
The Company's parks are located in ten geographically diverse markets with
concentrated populations, including (i) Baltimore/Washington DC; (ii)
Buffalo/Rochester; (iii) Cleveland; (iv) Columbus, Ohio; (v) Oklahoma City; (vi)
Denver; (vii) Lake George/Albany; (viii) San Francisco Bay/Sacramento; (ix)
Springfield, Massachusetts; and (x) Louisville, Kentucky. The Company seeks to
provide its customers with quality family entertainment that is affordably
priced and close to home. Each of the Company's parks is individually themed and
provides a complete family-oriented entertainment experience. The Company's
theme 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 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 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 six largest parks.
The Company's senior and operating management team has extensive experience
in the theme park industry. Premier's senior executive officers have over 150
years aggregate experience in the industry and its nine general managers have an
aggregate of approximately 180 years experience in the industry, including
approximately 72 years at Premier's parks.
RECENT TRANSACTIONS
THE KENTUCKY KINGDOM ACQUISITION. On November 7, 1997, the Company acquired
substantially all of the membership interests of the limited liability company
that owned substantially all of the assets used in the operation of Kentucky
Kingdom for an aggregate purchase price of $64 million, of which approximately
$4.9 million was paid by delivery of 121,671 shares of Common Stock (the
"Kentucky Kingdom Stock"), with the balance paid in cash. In connection with the
Kentucky Kingdom Acquisition, the Company entered into a registration rights
agreement (the "Registration Rights Agreement") with the holders of the Kentucky
Kingdom Stock, pursuant to which the Company agreed to file with the Commission
a registration statement on Form S-3 under the Securities Act covering the
resale of the Kentucky Kingdom Stock. Pursuant thereto, the Kentucky Kingdom
Stock has been included in the Registration Statement of which this Prospectus
forms a part. See "Selling Securityholders."
MARINE WORLD. As of April 1997, the Company became manager of Marine World,
pursuant to which the Company is entitled to receive an annual base management
fee of $250,000 and up to $250,000 annually in additional fees based on park
performance. In May 1997, Premier purchased for $3,000,000 an option to lease
for nominal rent and an initial term of 55 years (with four ten-year renewal
options) approximately 40 acres of land at the site. In November 1997, the
Company exercised its lease option and, thereupon, is entitled to receive, in
addition to the management fee, 80% of the free cash flow generated by the park
after operating expenses and debt service. The Company expects to invest between
$25 and $30 million to add theme park rides and attractions to Marine World
prior to its 1998 season. In September 1997, the Company was granted an option
to purchase the entire site commencing in February 2002 at
7
<PAGE>
a purchase price equal to the greater of the then principal amount of certain
debt obligations of the seller (expected to aggregate $52 million at February
2002) or the fair market value of the seller's interest in the park (based on a
formula relating to the seller's share of Marine World's cash flow).
INDIANA. In November 1997, the Company acquired substantially all of the
assets, including 320 acres of land, formerly used in the operation of Old
Indiana Family Fun N' Water Park, located near Indianapolis, Indiana, for $2.8
million in cash. Premier plans to redevelop a major theme and water park on the
site, which it expects to open for the 1999 season.
USE OF PROCEEDS
The Selling Securityholders will receive all of the net proceeds from the
sale of the Shares offered hereby. The Company will not receive any proceeds
from the sale of such Shares.
SELLING SECURITYHOLDERS
The following Selling Securityholders are the holders of the number of
Shares set forth opposite their respective names. The information contained in
this table is presented as of the date of this Prospectus and is provided to the
best knowledge of the Company. Prior to the Kentucky Kingdom Acquisition, no
Selling Securityholder had held any position or office or had any other material
relationship with the Company within the prior three years. In connection with
that acquisition, Edward J. Hart entered into a five-year employment agreement
with the Company, pursuant to which he will act as Managing Director of Kentucky
Kingdom. The Shares offered pursuant to the Registration Statement of which this
Prospectus forms a part may be offered from time to time by the Selling
Securityholders named below or their nominees. The Selling Securityholders are
under no obligation to sell all or any portion of such Shares pursuant to this
Prospectus. Because the Selling Securityholders may sell all or a portion of
their Shares pursuant to this Prospectus, no estimate can be provided as to the
number of Shares that will be held by each Selling Securityholder following the
termination of this Offering.
<TABLE>
<CAPTION>
SHARES OWNED
PRIOR TO
NAME OFFERING(1) SHARES OFFERED
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<S> <C> <C>
Kentucky Kingdom, Inc......................................................... 71,110 71,110*
W. Bruce Lunsford............................................................. 19,893 19,893*
Edward J. Hart................................................................ 9,946 9,946*
George W. Miller, II.......................................................... 9,946 9,946*
Richardson M. Roberts......................................................... 9,946 9,946*
Thomas T. Ladt................................................................ 830 830*
</TABLE>
- ------------------------
* Represents less than 1% of the outstanding Common Stock.
(1) The Shares were issued as partial consideration for the Kentucky Kingdom
Acquisition and are being registered hereby pursuant to the Registration
Rights Agreement which provides that, subject to certain exceptions, if at
any time during the two years following the effective date of the
Registration Statement of which this Prospectus forms a part, Premier
proposes to register any shares of Common Stock pursuant to one or more
registration statements under the Securities Act in an underwritten offering
(the "Underwritten Offering"), and if requested by the managing underwriters
of the Underwritten Offering, the named Selling Securityholders will not
effect any public sale or distribution of the Shares owned by them pursuant
to the Registration Statement of which this Prospectus forms a part during
the ten-day period prior to, and during the 90-day period beginning on, the
closing date of each such Underwritten Offering, without the consent of the
managing underwriters.
8
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby are being offered on behalf of the Selling
Securityholders. The Company will not receive any proceeds from this Offering.
The sale of the Shares by the Selling Securityholders may be effected in one
or more transactions on NASDAQ, in negotiated transactions or a combination of
such transactions. The Shares may be sold at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Securityholders may effect such transactions by
selling the Shares directly to purchasers or through underwriters or
broker-dealers who may act as agents or principals. Such underwriters and
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Securityholders or the purchasers of the Shares for
whom such underwriters or broker-dealers may act as agent or to whom they sell
as principal or both. The compensation received by a particular underwriter or
broker-dealer may be, but are not presently expected to be, in excess of
customary compensation. Those persons who act as broker-dealers or underwriters
in connection with the sale of the Shares will be selected by the Selling
Securityholders and may have other business relationships with, and perform
services for, the Company in the ordinary course of business. A Selling
Securityholder or any underwriter or broker-dealer who acts as such in
connection with the sale of the Shares hereunder may be deemed to be an
"underwriter" within the meaning of Section 2(11) of the Securities Act. Any
commissions received by such underwriter or broker-dealer and any profit on any
resale of the Shares as principal may be deemed to be underwriting discounts and
commissions under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in market
making activities with respect to the Common Stock for a period of two business
days prior to the commencement of such distribution, except under certain
limited circumstances. In addition to, and without limiting the foregoing, the
Selling Securityholders and any other person participating in such distribution
will be subject to other applicable provisions of the Exchange Act and rules and
regulations thereunder, including without limitation, Regulation M, which
provisions may limit the timing of purchases and sales of any of shares of
Common Stock by the Selling Securityholders and any other such persons.
The Company has agreed to pay all of the expenses incident to the
registration, offering and sale of the Shares to the public other than selling
commissions or discounts of underwriters, broker-dealers or agents and legal
fees and expenses incurred by the Selling Securityholders.
An investor may only purchase the Shares being offered hereby if such Shares
are qualified for sale or are exempt from registration under the applicable
state securities laws of the state in which such prospective purchaser resides.
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company's authorized capital stock includes 90,000,000 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 the date of this Prospectus, 18,422,343 shares of
Common Stock are outstanding.
The Liberty National Bank & Trust Company, Oklahoma City, Oklahoma, is the
transfer agent and registrar for the Common Stock.
9
<PAGE>
PREFERRED STOCK
The Company's authorized capital stock includes 500,000 shares of 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 distribution upon liquidation
of the Company, and other preferences over the holders of the Common Stock. No
shares of Preferred Stock are currently outstanding.
REGISTRATION RIGHTS
The Company is filing the Registration Statement of which this Prospectus
forms a part covering the resale of the Shares issued in the Kentucky Kingdom
Acquisition. In addition, holders of approximately 5.3 million shares of Common
Stock have rights to require the Company to register such shares for sale under
the Securities Act. In addition, such holders have the right to have such shares
included in a future registration statements relating to Common Stock and, in
certain cases, other 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
As of the date of this Prospectus, the Company has 18,422,343 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. Of such shares, approximately 13.1 million shares
(including the Shares) are eligible for sale in the public market without
restriction, except for any such shares held by "affiliates" of the Company. In
addition, holders of approximately 5.3 million shares (primarily officers,
directors and principal shareholders of the Company) 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 the date of this Prospectus could
adversely affect the prevailing market price of the Common Stock. See "--
Registration Rights."
10
<PAGE>
LEGAL MATTERS
The validity of the Shares being offered hereby will be passed upon for the
Company by Baer Marks & Upham LLP, New York, New York.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1996
and 1995, and for each of the years in the three-year period ended December 31,
1996, included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, which is incorporated by reference herein, are incorporated
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, included in the 1996 Form 10-K, and upon the
authority of said firm as experts in accounting and auditing.
The financial statements of Elitch Gardens Company at December 31, 1995 and
1994, and for the year ended December 31, 1995 and the period from May 31, 1994
(date of inception) through December 31, 1994, appearing in the Company's
Registration Statement (Form S-2 No. 333-16573) have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon (which
contains an explanatory paragraph with respect to the Company's ability to
continue as a going concern) and are incorporated by reference herein in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
The financial statements of The Great Escape, as of October 31, 1995 and
1994, and for the years then ended, included in the Company's Registration
Statement on Form S-2 (Registration No. 333-16573) which is incorporated by
reference herein are incorporated herein in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, included in the Form
S-2, and upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Stuart Amusement Company as of
September 30, 1996 and 1995, and for each of the years in the three-year period
ended September 30, 1996, included in the Company's Registration Statement on
Form S-2 (Registration No. 333-16573) which is incorporated by reference herein
are incorporated herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, included in the Form S-2, and upon the
authority of said firm as experts in accounting and auditing.
11
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE HEREBY, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES SPECIFICALLY OFFERED HEREBY OR AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS 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, OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE
DATE HEREOF.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---
<S> <C>
Incorporation of Certain
Information by Reference............ 2
Available Information................. 3
Risk Factors.......................... 4
The Company........................... 7
Use of Proceeds....................... 8
Selling Securityholders............... 8
Plan of Distribution.................. 9
Description of Securities............. 9
Legal Matters......................... 11
Experts............................... 11
</TABLE>
------------------------
121,671 SHARES
PREMIER PARKS INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses to be borne by the Company in
connection with the sale and distribution of the Shares offered hereby. None of
the expenses will be borne by the Selling Securityholders named in the
Prospectus, all of which shall be borne by the Registrant. The amounts shown are
estimates, except for the Securities and Exchange Commission filing fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee...................................... $ 1,494
---------
Legal Fees and Expenses............................................................ $ 30,000
---------
Miscellaneous...................................................................... $ 18,506
---------
Total fees and expenses........................................................ $ 50,000
---------
</TABLE>
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 the
Company's By-Laws which provides for indemnification by the Company in the
manner and to the full extent permitted by Delaware law.
ITEM 16. EXHIBITS
The following exhibits are being filed herewith:
EXHIBITS
<TABLE>
<C> <S>
4.1 Registration Rights Agreement, dated November 7, 1997, between the Company and the
Selling Securityholders
5.1 Opinion of Baer Marks & Upham LLP
23.1 Consent of Baer Marks & Upham LLP (contained in their opinion constituting Exhibit
5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (contained on page II-4 of this Registration Statement)
</TABLE>
ITEM 17. UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement.
(2) For purposes of determining any liability under the Securities Act, 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.
II-1
<PAGE>
(3) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment 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.
(4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
Offering.
(5) That for purposes of determining any liability under the Securities Act
each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in this Registration
Statement 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 the public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused 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, November 20, 1997.
<TABLE>
<S> <C> <C>
PREMIER PARKS INC.
By: /s/ KIERAN E. BURKE
-----------------------------------------
KIERAN E. BURKE
Chairman of the Board
and Chief Executive Officer
</TABLE>
II-3
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below constitutes and appoints Kieran E. Burke, Gary Story,
James F. Dannhauser and James M. Coughlin, or any of them, as his true and
lawful attorneys-in-fact and agents, with full powers of substitution and
re-substitution, for him and in his name, place and stead, to sign in any and
all capacities any and all amendments (including post-effective amendments) to
this registration statement on Form S-3, and any subsequent registration
statement filed by the registrant pursuant to Rule 462(b) of the Securities Act
of 1933, and to file the same, with all exhibits thereto and all other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming that all such attorneys-in-fact and
agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
/s/ KIERAN E. BURKE Chief Executive Officer
- ------------------------------ (principal executive November 20, 1997
Kieran E. Burke officer)
/s/ GARY STORY
- ------------------------------ Director, President and November 20, 1997
Gary Story Chief Operating Officer
Director and Chief
/s/ JAMES F. DANNHAUSER Financial Officer
- ------------------------------ (principal financial and November 20, 1997
James F. Dannhauser accounting officer)
/s/ PAUL A. BIDDELMAN
- ------------------------------ Director November 20, 1997
Paul A. Biddelman
/s/ MICHAEL E. GELLERT
- ------------------------------ Director November 20, 1997
Michael E. Gellert
/s/ JACK TYRRELL
- ------------------------------ Director November 20, 1997
Jack Tyrrell
/s/ SANDY GURTLER
- ------------------------------ Director November 20, 1997
Sandy Gurtler
- ------------------------------ Director November 20, 1997
Charles R. Wood
II-4
<PAGE>
INDEX TO EXHIBITS FILED WITH
FORM S-3 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
- ----------------- ----------------------------------------------------------------------------------- -----------------
<C> <S> <C>
4.1 Registration Rights Agreement, dated November 7, 1997, between the Company and the
Selling Securityholders
5.1 Opinion of Baer Marks & Upham LLP
23.1 Consent of Baer Marks & Upham LLP (contained in their opinion constituting Exhibit
5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Ernst & Young LLP
23.5 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (contained on Part II-4 of this Registration Statement)
</TABLE>
<PAGE>
EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT ("AGREEMENT") is made this 7th day of
November, 1997, by and among PREMIER PARKS INC., a Delaware corporation
("BUYER") and the persons listed on the signature page of this Registration
Rights Agreement (collectively, the "HOLDERS" and individually, a "HOLDER").
Buyer, Kentucky Kingdom, Inc. (the "COMPANY") and certain other parties have
executed and delivered a Stock Purchase Agreement dated as of September 26, 1997
(the "STOCK PURCHASE AGREEMENT"), pursuant to which Buyer has agreed to purchase
all of the Interests in the LLC in accordance with the terms of the Stock
Purchase Agreement.
Pursuant to the Stock Purchase Agreement, Buyer has issued to the Holders
the number of shares of Buyer Stock (the "TRANSACTION SHARES") set forth on
Exhibit A hereto.
Pursuant to the Stock Purchase Agreement, Buyer has agreed to register the
Transaction Shares under the Securities Act of 1933, as amended (the "SECURITIES
ACT");
The parties, intending to be legally bound, agree as follows:
1. DEFINITIONS. All capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Stock Purchase
Agreement.
2. SHELF REGISTRATION. (a) No later than the tenth business day
following the Closing Date, Buyer shall file with the Securities and
Exchange Commission (the "SEC") a registration statement on Form S-3 (or a
successor registration form) (the "SHELF REGISTRATION STATEMENT") under the
Securities Act covering all of the Transaction Shares (the Transaction
Shares being so registered are hereinafter referred to as the "REGISTERED
SECURITIES"). Buyer shall use its reasonable good faith efforts to have the
Registration Statement declared effective as soon as practicable following
the filing date and to keep
<PAGE>
current the prospectus (the "PROSPECTUS") included in the Shelf
Registration Statement for a period of two (2) years (the "TERM")
from the effective date of the Shelf Registration Statement.
Notwithstanding anything contained herein to the contrary, the Holders
acknowledge that Buyer may include in the Shelf Registration Statement any
shares of Buyer Stock held by securityholders of Buyer who as of the filing date
thereof shall be entitled to include such shares of Buyer Stock in the Shelf
Registration Statement pursuant to certain agreements between Buyer and such
securityholders.
3. HOLDBACK AGREEMENT. If at any time during the Term Buyer proposes
to register any shares of Buyer Stock in one or more registration statements
under the Securities Act pursuant to an underwritten offering (the
"UNDERWRITTEN OFFERING") and if requested by the managing underwriters of
the Underwritten Offering, each Holder agrees not to effect any public sale
or distribution of Registered Shares pursuant to the Shelf Registration
Statement during the ten-day period prior to, and during the 90-day period
beginning on, the closing date of each such Underwritten Offering, without
the consent of the managing underwriters, to the extent such Holder is
timely notified in writing by Buyer or the managing underwriters.
4. REGISTRATION PROCEDURES. In connection with the registration of the
Registered Securities, Buyer shall:
(a) before filing the Shelf Registration Statement or a Prospectus or
any amendments or supplements thereto (excluding documents incorporated
by reference), furnish to the Holders, if any, copies of all such
documents proposed to be filed. Buyer shall not file the Shelf
Registration Statement or amendment or supplement thereto or
2
<PAGE>
Prospectus to which the Holders of a majority of the Registered
Securities covered in the Shelf Registration Statement shall
reasonably object;
(b) prepare and file with the SEC such amendments or supplements to
the Prospectus and such post-effective amendments to the Shelf
Registration Statement as may be necessary to keep the Prospectus current
for the Term, and otherwise comply with the provisions of the Securities
Act applicable to it in connection with the offer and sale of the
Registered Securities pursuant to the Shelf Registration Statement during
the Term in accordance with the intended methods of disposition by the
Holders set forth in the Shelf Registration Statement;
(c) notify the Holders of Registered Securities being registered
promptly, and (if requested by any such person) confirm such advice in
writing (i) when the Shelf Registration Statement, the Prospectus or any
supplement or amendment thereto has been filed, and, with respect to the
Shelf Registration Statement or any post-effective amendment thereto,
when the same has become effective, (ii) of any request by the SEC for
amendments or supplements to the Shelf Registration Statement or the
Prospectus or for additional information, (iii) of the issuance by the
SEC of any stop order suspending the effectiveness of the Shelf
Registration Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by Buyer of any notification with respect to
the suspension of the qualification of the Registered Securities for sale
in any jurisdiction or the initiation or threatening of any proceeding
for such purpose, and (v) of the happening of any event which makes any
statement made in the Shelf Registration Statement, the Prospectus or
any document incorporated therein by reference untrue in any material
respect or which requires the making of any changes in the Shelf
Registration Statement, the Prospectus or
3
<PAGE>
any document incorporated therein by reference in order to make the
statements therein not misleading in any material respect;
(d) use reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of the Shelf Registration Statement at the
earliest possible moment;
(e) if requested in writing by the Holders of a majority of the
Registered Securities being registered, incorporate in the Shelf
Registration Statement, the Prospectus or any supplement or amendment
thereto such information as such Holders agree should be included therein
relating to the distribution of the Registered Securities; and make all
required filings of the Shelf Registration Statement, Prospectus,
amendment or supplement as soon as practicable following the notification
of the matters to be incorporated therein;
(f) furnish to each Holder of the Registered Securities, without
charge, if in writing requested by any such person, at least one copy of
the Shelf Registration Statement and any amendment thereto, including
financial statements and schedules and all documents incorporated therein
by reference;
(g) deliver to each Holder of Registered Securities, without charge,
as many copies of the Prospectus and any amendment or supplement thereto
as such persons may reasonably request; Buyer consents to the use of the
Prospectus or any amendment or supplement thereto by each of the Holders
in connection with the lawful offering and sale of the Registered
Securities covered by the Prospectus or any amendment or supplement
thereto;
(h) prior to any public offering of Registered Securities, use
reasonable efforts to register or qualify, and to cooperate with the
Holders and their respective counsel
4
<PAGE>
in connection with the registration or qualification of, such
Registered Securities for offer and sale under the securities or blue
sky laws of such jurisdictions as any such Holder reasonably requests
in writing; PROVIDED that Buyer will not be required to qualify
generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general
service of process in any such jurisdiction where it is not then so
subject;
(i) upon the occurrence of any event contemplated by Section
(4)(c)(v) above, prepare a post-effective amendment to the Shelf
Registration Statement and/or a supplement to the Prospectus and/or an
amendment to any document incorporated therein by reference or file any
other required document so that, as thereafter delivered to the
purchasers of the Registered Securities, the Prospectus will not contain
an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading;
(j) use its best efforts to list the Registered Securities on the
securities exchange on which Buyer Stock is then listed, if any.
Buyer may require each Holder to furnish to Buyer such information
regarding the distribution of the Registered Securities as Buyer may from
time to time reasonably request in writing.
Each Holder agrees that, upon receipt of any notice from Buyer of the
happening of any event of the kind described in Section 4(c)(iii), (iv)
or (v) hereof, such Holder will forthwith discontinue disposition of
Registered Securities pursuant to the Shelf Registration Statement until
such Holder's receipt of the copies of the supplemented or amended
Prospectus contemplated by Section 4(i) hereof, or until it is advised in
writing by Buyer
5
<PAGE>
that the use of the Prospectus may be resumed, and if requested has
received copies of any additional or supplemental filings which are
incorporated by reference in the Prospectus, and, if so directed by
Buyer, each Holder will deliver to Buyer all copies, other than
permanent file copies then in such Holder's possession, of the
Prospectus covering such Registered Securities at the time of receipt
of such notice.
5. REGISTRATION EXPENSES. Except as otherwise provided below, all
expenses incident to Buyer's performance of or compliance with this
Agreement, including, without limitation, all registration and filing fees,
including with respect to filings required to be made with the National
Association of Securities Dealers, fees and expenses of compliance with
state securities or blue sky laws, printing expenses, mailing and delivery
expenses, and fees and disbursements of counsel for Buyer will be borne by
Buyer. Buyer shall not be liable for, and the Holders shall bear the entire
cost of, any discounts, commissions, selling fees of or other payments to,
underwriters, selling brokers or similar persons relating to the
distribution of the Registered Securities and the fees and expenses of
counsel for such Holders. Buyer shall not be liable for any stock transfer
taxes in connection with any resale of Registered Securities by a Holder.
6. INDEMNIFICATION. (a) Buyer will indemnify and hold each Holder and
each officer, director or partner thereof, and each person who controls any
such Holder within the meaning of Section 15 of the Securities Act or
Section 20 of the Securities Exchange Act of 1934 (the "1934 ACT") (each
such Holder, and each such controlling person being referred to as an
"INDEMNIFIED PERSON") harmless from and against any and all losses, claims,
damages, liabilities and expenses arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Shelf Registration Statement or
6
<PAGE>
the Prospectus, or in any amendment or supplement thereto, or arising out
of or based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances under
which they were made, except insofar as such losses, claims, damages,
liabilities or expenses arise out of or are based upon any untrue
statement or omission or allegation thereof based upon information
furnished to Buyer by such Indemnified Person expressly for use therein.
Notwithstanding the foregoing, Buyer shall not be obligated to so
indemnify any such Holder or controlling person with respect to any such
loss, claim, damage, liability or expense arising out of (i) the failure
by such Holder to comply with the prospectus delivery requirements under
the Securities Act and the rules and regulations promulgated thereunder
or (ii) the failure by such Holder to comply with the provisions of the
last paragraph of Section 4 hereof.
(b) If any action or proceeding (including any governmental
investigation) shall be brought, threatened or asserted against any
Indemnified Person in respect of which indemnity may be sought from
Buyer, such Indemnified Person shall promptly notify Buyer in writing,
and Buyer shall assume the defense thereof, including employment of
counsel and the payment of all expenses related thereto. Any such
Indemnified Person shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless (i) Buyer has agreed to pay such fees and
expenses; or (ii) Buyer shall have failed to assume the defense of such
action or proceeding and employ counsel in such action or proceeding; or
(iii) the named parties to any such action or proceeding (including any
impleaded parties) include both such Indemnified Person and Buyer, and
7
<PAGE>
such Indemnified Person shall have been advised by counsel that there is
a conflict of interest between such Indemnified Person and Buyer (in
which case, if such Indemnified Person notifies Buyer in writing that it
elects to employ separate counsel at the expense of Buyer, Buyer will not
have the right to assume the defense of such action or proceeding on
behalf of such Indemnified Person); PROVIDED, however, that Buyer will
not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings arising out of
the same general allegations or circumstances be liable for the fees and
expenses of more than one separate firm of attorneys at any time for all
such Indemnified Persons, which firm shall be designated in writing by a
majority in interest of such Indemnified Persons. Buyer shall not be
liable for any default judgment caused by any Indemnified Person or
settlement of any such action or proceeding or confession of judgment
without its prior written consent, but if settled with its written
consent, or if there be a final judgment (other than such default
judgment) for the plaintiff in any such action or proceeding, Buyer
agrees to indemnify and hold harmless such Indemnified Person from and
against any loss or liability by reason of such settlement or judgment.
If Buyer agrees to a settlement of an action or proceeding against an
Indemnified Person which does not involve any finding or admission of
liability or wrongdoing on the part of the Indemnified Person and stands
ready, willing and able to pay such settlement and the Indemnified Person
refuses to settle, then the Indemnified Person shall continue the defense
at its own expense and Buyer shall be responsible to indemnify only the
lesser of the amount of the settlement accepted by Buyer or the cost of
the final disposition of the claim.
8
<PAGE>
(c) Each Holder agrees to indemnify and hold harmless Buyer, its
directors and officers, and each person, if any, who controls Buyer
within the meaning of either Section 15 of the Securities Act or Section
20 of the 1934 Act, to the same extent as the indemnity from Buyer to
each Indemnified Person set forth in Section 6(a), but only with respect
to (i) untrue statements, alleged untrue statements, omissions or alleged
omissions relating to such Holder or an Indemnified Person who is such by
reason of such person's relationship to such Holder, furnished by such
Holder or such person to Buyer expressly for use in the Shelf
Registration Statement or the Prospectus, or any amendment or supplement
thereto, (ii) any failure by such Holder to comply with the prospectus
delivery requirements under the Securities Act and the rules and
regulations thereunder and (iii) any failure by such Holder to comply
with the provisions of the last paragraph of Section 4 hereof. In case
any action or proceeding shall be brought against Buyer or its officers
or directors or any such controlling person in respect of which indemnity
may be sought against a Holder under the provisions of this Section 6(c),
such Holder shall have the rights and duties given to Buyer and each of
Buyer or its directors or its officers or its controlling persons shall
have the rights and duties given to each Holder and other Indemnified
Persons, under the terms of Section 6(b) above.
(d) If the indemnification provided for under Section 6(a) or Section
6(c) hereof is unavailable to an indemnified party thereunder in respect
of any losses, claims, damages, liabilities or expenses referred to
therein, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect
the relative benefits to Buyer, on
9
<PAGE>
the one hand, and the Holders, on the other, of the transactions
contemplated by the Shelf Registration Statement, the relative
fault of Buyer, on the one hand, and of the Holders, on the other,
in connection with the statements or omissions that resulted in
such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative fault of
Buyer, on the one hand, and of the Holders, on the other, shall be
determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission to
state a material fact relates to information supplied by Buyer or
by such Holders and the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent such statement
or omission. No person guilty of fraudulent misrepresentation
(within the meaning of Subsection 11(f) of the Securities Act)
shall be entitled to contribution from any person who is not guilty
of such fraudulent misrepresentation.
7. NOTIFICATION OF SALE. Each Holder agrees to notify Buyer in writing
of any sale of Registered Securities made by such Holder during the Term
pursuant to the Shelf Registration Statement promptly following such sale.
8. TERMINATION OF REGISTRATION RIGHTS. The provisions of this
Agreement (other than Section 6 with respect to any claim for
indemnification thereunder), and the rights and obligations of the parties
hereunder, will terminate on the earlier of (i) the expiration of the Term
or (ii) the sale by the Holders of all of the Registered Securities pursuant
to the Shelf Registration Statement. Claims for indemnification may be made
at any time prior to the expiration of the statutes of limitation applicable
to the claims for which indemnification is sought.
10
<PAGE>
9. OTHER AGREEMENTS. Promptly following the filing thereof with the
SEC, Buyer shall deliver to each of the Holders, if so requested, a copy of
each of Buyer's reports, documents and other filings made pursuant to
Section 13 or 15(d) of the 1934 Act.
10. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement
between the parties relating to its subject matter and merges and supersedes
and terminates all prior written and oral agreements (other than the Stock
Purchase Agreement and the Transaction Documents), and all contemporaneous
oral agreements, between the parties. This Agreement may not be changed in
any respect except by a writing duly executed by the party to be charged.
(b) This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Kentucky, without regard to
conflict of laws principles applied in the Commonwealth of Kentucky.
(c) This Agreement shall be binding upon and shall inure to the
benefit of the parties and to their respective successors and assigns.
(d) The headings of the Sections of this Agreement are for
convenience of reference only, are not part of this Agreement and shall
not be used in its interpretation.
(e) No provision of this Agreement that is held to be unenforceable
by a court of competent jurisdiction shall in any way invalidate any
other provision of this Agreement, all of which shall remain in full
force and effect.
(f) The rights and obligations of Buyer and the Holders under this
Agreement may not be assigned or delegated without the prior written
consent of the other party.
11
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(g) This Agreement may be executed in counterparts, each of which
shall constitute an original document and all of which together shall
constitute one and the same document.
(h) Notices hereunder shall be delivered in accordance with
Section 8.1 of the Stock Purchase Agreement.
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<PAGE>
IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of
the day and year first above written.
BUYER
PREMIER PARKS INC.
By:
-----------------------------------------
James F. Dannhauser
Chief Financial Officer
HOLDERS
HART-LUNSFORD ENTERPRISES, LLC
By:
-----------------------------------------
Edward J. Hart
Administrative Member
KENTUCKY KINGDOM, INC.
By:
-----------------------------------------
Edward J. Hart
President
13
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EXHIBIT A
Holder Number of Shares
- ------- -----------------
Hart-Lunsford Enterprises, LLC ..................... 50,561
Kentucky Kingdom, Inc. ............................. 71,110
<PAGE>
EXHIBIT 5.1
[BAER MARKS LETTERHEAD]
November , 1997
Premier Parks Inc.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
RE: Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Premier Parks Inc., a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-3 (the
"Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
offering of 121,671, $.05 par value per share (the "Shares") by the Selling
Securityholders named in the Registration Statement.
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of all such corporate records and of all such agreements,
certificates and other documents 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 of all documents
submitted to us as originals and the conformity with the original documents of
all documents submitted to us as copies. As to any facts material to such
opinion, we have, to the extent that relevant facts were not independently
established by us, relied on certificates of public officials and certificates
of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been validly issued and are fully paid and non-assessable.
We are members of the bar of the State of New York and are not licensed or
admitted to practice law in any other jurisdiction. Accordingly, we express no
opinion with respect to the laws of any jurisdiction other than the State of New
York, Delaware General Corporate Law and the federal laws of the United States.
We assume no obligation to advise you of any changes to this opinion which
may come to our attention after the date hereof. This opinion may not be relied
upon or furnished to any other person except the addressee hereof without the
express written consent of this firm.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus forming part of 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 of 1933, as amended or the rules and regulations thereunder or that we are
"experts" within the meaning of such act, rules and regulations.
Very truly yours,
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Premier Parks Inc.:
We consent to the incorporation by reference in the registration statement on
Form S-3 of Premier Parks Inc. of our report dated March 7, 1997, relating to
the consolidated balance sheets of Premier Parks Inc. and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1996, which report appears in the December
31, 1996 annual report on Form 10-K of Premier Parks Inc. and to the reference
to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Oklahoma City, Oklahoma
November 21, 1997
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Storytown, USA, Inc.
Fantasy Rides Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-3 of Premier Parks Inc. of our report dated October 11, 1996, relating to
the balance sheets of The Great Escape (as defined in note 1 to the financial
statements) as of October 31, 1995 and 1994, and the related statements of
operations, stockholder's equity, and cash flows for the years then ended, which
report appears in the registration statement on Form S-2 (Registration No.
333-16573) of Premier Parks Inc. and to the reference to our firm under the
heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Oklahoma City, Oklahoma
November 21, 1997
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption 'Experts' in the
Registration Statement (Form S-3 No. 333- ) and the related Prospectus of
Premier Parks, Inc for the registration of 121,671 shares of its common stock
and to the incorporation by reference therein of our report dated February 16,
1996 with respect to the financial statements of Elitch Gardens Company included
in the Registration Statement (Form S-2 No. 333-16573) and related Prospectus of
Premier Parks, Inc. for the registration of 5,750,000 shares of its common
stock.
/s/ ERNST & YOUNG LLP
--------------------------------------
Ernst & Young LLP
Denver, Colorado
November 20, 1997
<PAGE>
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Stuart Amusement Company:
We consent to the incorporation by reference in the registration statement on
Form S-3 of Premier Parks Inc. of our report dated December 10, 1996, except as
to the last sentence of the third paragraph of note 3, which is as of December
24, 1996, relating to the consolidated balance sheets of Stuart Amusement
Company and subsidiaries as of September 30, 1996 and 1995, and the related
consolidated statements of operations, changes in common and other stockholders'
equity, and cash flows for each of the years in the three-year period ended
September 30, 1996, which report appears in the registration statement on Form
S-2 (Registration No. 333-16573) of Premier Parks Inc. and to the reference to
our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Springfield, Massachusetts
November 21, 1997
