SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Final Amendment)
Premier Parks, Inc.
_________________________________________________________________
(Name of Issuer)
Common Stock, $.05 par value
_________________________________________________________________
(Title of Class of Securities)
0007405401
_________________________________________________________________
(CUSIP Number)
Lawrence, Tyrrell, Ortale William J. Hewitt, Esq.
& Smith Reboul, MacMurray, Hewitt,
3100 West End Avenue, Suite 500 Maynard & Kristol
Nashville, Tennessee 37203 45 Rockefeller Plaza
Attention: Mr. Jack Tyrrell New York, New York 10111
Tel. (615) 383-0982 Tel. (212) 841-5700
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 19, 1997
_________________________________
(Date of Event Which Requires
Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
<PAGE>
CUSIP No. 0007405401 Page 2 of 6 Pages
_________________________________________________________________
1) Name of Reporting Person Lawrence, Tyrrell,
S.S. or I.R.S. Identification Ortale & Smith
No. of Above Person
_________________________________________________________________
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds Not Applicable
_________________________________________________________________
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place
of Organization New York
_________________________________________________________________
Number of 7) Sole Voting -0-
Shares Beneficially Power
Owned by Each
Reporting Person: ________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- -0-
tive Power
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
11) Aggregate Amount Beneficially -0-
Owned by Each Reporting Person
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by -0-
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 0007405401 Page 3 of 6 Pages
_________________________________________________________________
1) Name of Reporting Person Lawrence Tyrrell,
S.S. or I.R.S. Identification Ortale & Smith II, L.P.
No. of Above Person
_________________________________________________________________
2) Check the Appropriate Box (a) [X]
if a Member of a Group (b) [ ]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds Not Applicable
_________________________________________________________________
5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
_________________________________________________________________
6) Citizenship or Place
of Organization Delaware
_________________________________________________________________
Number of 7) Sole Voting 311,940 shares of
Shares Beneficially Power Common Stock, $.01
Owned by Each par value
Reporting Person:
________________________________________
8) Shared Voting
Power -0-
________________________________________
9) Sole Disposi- 311,940 shares of
tive Power Common Stock, $.01 par
value
________________________________________
10) Shared Dis-
positive Power -0-
________________________________________
11) Aggregate Amount Beneficially 311,940 shares of
Owned by Each Reporting Person Common Stock, $.01
par value
_________________________________________________________________
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
_________________________________________________________________
13) Percent of Class
Represented by 1.7%
Amount in Row (11)
_________________________________________________________________
14) Type of Reporting
Person PN
<PAGE>
CUSIP No. 0007405401 Page 4 of 6 Pages
Final Amendment to Schedule 13D
_______________________________
Reference is hereby made to the statement on
Schedule 13D originally filed with the Securities and Exchange
Commission on November 6, 1992, Amendment No. 1 thereto filed on
April 9, 1993 and Amendment No. 2 thereto filed on November 4,
1994 (the "Schedule 13D"). Terms defined in the Schedule 13D are
used herein as so defined.
Item 1. Security and Issuer.
___________________
Item 1 is hereby amended by adding the following
thereto:
Effective September 23, 1994 the Issuer changed its
name to Premier Parks, Inc.
Item 5. Interest in Securities of the Issuer.
____________________________________
Item 5 is hereby amended and restated to read in its
entirety as follows:
The following information is based on a total of
18,300,672 shares of Common Stock outstanding as of November 5,
1997, as reported in the Issuer's Quarterly Report on Form 10-Q
filed on November 13, 1997. Share numbers have been adjusted to
reflect the one-for-five reverse split of the Common Stock on May
30, 1996.
(a)
LTOS and Venture Partners
_________________________
LTOS and Venture Partners, as the general partner of LTOS,
own no Common Stock.
LTOS II and II Partners
_______________________
LTOS II 311,940 shares of Common Stock, or approximately
1.7% of the Common Stock outstanding. II Partners, as the
general partner of LTOS II, may be deemed to beneficially own the
Common Stock owned by LTOS II.
General Partners of Venture Partners and II Partners
____________________________________________________
(i) Larry J. Lawrence owns 8,898 shares of Common
Stock, or less than 0.1% of the Common Stock outstanding.
(ii) Jack Tyrrell directly owns 9,794 shares of Common
Stock, or less than 0.1% of the Common Stock outstanding. In
<PAGE>
CUSIP No. 0007405401 Page 5 of 6 Pages
addition, Mr. Tyrrell may be deemed to indirectly beneficially
own 4,396 shares of Common Stock held in a trust for the benefit
of his son and an aggregate 369,123 shares of Common Stock held
in two limited partnerships of which he is a general partner of
the respective sole general partners thereof. Mr. Tyrrell
disclaims beneficial ownership of all such indirectly held
shares, except to the extent of his pecuniary interest therein.
(iii) W. Patrick Ortale, III directly owns 6,550 shares
of Common Stock, or less than .01% of the Common Stock
outstanding. In addition, Mr. Ortale may be deemed to indirectly
beneficially own an aggregate 369,123 shares of Common Stock held
in two limited partnerships of which he is a general partner of
the respective sole general partners thereof. Mr. Ortale
disclaims beneficial ownership of all such indirectly held
shares, except to the extent of his pecuniary interest therein.
(iv) Richard W. Smith directly owns 2,753 shares of
Common Stock, or less than 0.1% of the Common Stock outstanding.
In addition, Mr. Smith may be deemed to indirectly beneficially
own an aggregate 2,020 shares of Common Stock held in trust
accounts for the benefit of his four children. Mr. Smith
disclaims beneficial ownership of all such indirectly held
shares.
(v) Brian T. Horey owns 1,287 shares of Common Stock,
or less than 0.1% of the Common Stock outstanding.
(b) The general partners of II Partners may be deemed
to share the power to vote or direct the voting of and to dispose
or to direct the disposition of the shares of Common Stock owned
by LTOS II. Each of the general partners of II Partners
disclaims beneficial ownership of all shares of Common Stock
owned by LTOS II that exceed his indirect pro rata interest, as a
partner of II Partners, therein.
(c) On May 19, 1997 LTOS distributed 200,000 shares of
Common Stock, representing its entire interest in the securities
of the Issuer, to its partners. On November 20, 1997 LTOS II
distributed 150,000 shares of Common Stock to its partners.
(d) Except as described in this statement, no person
has the power to direct the receipt of dividends on, or the
proceeds from sales of, the shares of Common Stock owned by LTOS
II.
(e) LTOS and LTOS II ceased to be the beneficial
owners of more than five percent of the Common Stock as a result
of the dilution of their holdings over time.
<PAGE>
CUSIP No. 0007405401 Page 6 of 6 Pages
Signature
_________
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: December 18, 1997
LAWRENCE, TYRRELL, ORTALE &
SMITH
By: Lawrence Venture
Partners, General Partner
By:/s/ W. Patrick Ortale III
___________________________
General Partner
LAWRENCE, TYRRELL, ORTALE &
SMITH II, L.P.
By: LTOS II Partners,
General Partner
By:/s/ W. Patrick Ortale III
___________________________
General Partner
