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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1997
REGISTRATION NO. 333-20517
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
PREMIER PARKS INC.
(Exact name of Registrant as specified in its charter)
__________________________
DELAWARE 73-6137714
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification No.)
__________________________
KIERAN E. BURKE
11501 NORTHEAST EXPRESSWAY 11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131 OKLAHOMA CITY, OKLAHOMA 73131
TEL: (405) 475-2500 TEL: (405) 475-2500
(Address, including zip code, (Name, address, including zip
and telephone number, including code, and telephone number,
area code, of Registrant's including area code,
principal executive offices) of agent for service)
__________________________
COPIES TO:
JAMES M. COUGHLIN, ESQ. THOMAS R. BROME, ESQ.
BAER MARKS & UPHAM LLP CRAVATH, SWAINE & MOORE
805 THIRD AVENUE WORLDWIDE PLAZA
NEW YORK, NEW YORK 10022 825 EIGHTH AVENUE
TEL: (212) 702-5819 NEW YORK, NEW YORK 10019
TEL: (212) 474-1000
__________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, please check the following box.
If the registrant elects to deliver its latest annual report to
securityholders, or a complete and legible facsimile thereof, pursuant to
Item 11(a)(1) of this form, check the following box.
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. 333-16573
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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.
__________________________
THE CONTENTS OF THE REGISTRATION STATEMENT, AS AMENDED, REGISTRATION NO.
333-16573, ON FORM S-2 ARE INCORPORATED BY REFERENCE INTO, AND SHALL BE PART OF,
THIS REGISTRATION STATEMENT.
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 OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-2, as amended,
filed by Premier Parks Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") (Registration No. 333-16573) pursuant to the
Securities Act of 1933 is incorporated by reference into this Registration
Statement.
2
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-16573 are incorporated by reference into, and shall be deemed
part of, this Registration Statement, except the following which are filed
herewith:
*23.1 Consent of KPMG Peat Marwick LLP
*23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
*23.4 Consent of Ernst & Young LLP
*23.5 Consent of Nelson & Company
*23.6 Consent of Nelson & Company
*23.7 Consent of KPMG Peat Marwick LLP
*23.8 Consent of Baer Marks & Upham LLP (included in Exhibit (5) of
Registration No. 333-16573)
24.1 Power of Attorney (included on the signature page of Registration No.
333-16573)
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* Previously filed
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this amendment to 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 on the
27th day of January, 1997.
PREMIER PARKS INC.
By: *
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Kieran E. Burke
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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* Chairman of the Board January 27, 1997
- ------------------ and Chief Executive Officer
Kieran E. Burke (principal executive officer)
* January 27, 1997
- ------------------ Director, President
Gary Story and Chief Operating Officer
* Chief Financial Officer and January 27, 1997
- ------------------ Director
James F. Dannhauser (principal financial officer)
II-2
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* January 27, 1997
- ------------------ Vice President
Richard R. Webb (principal accounting officer)
*
- ------------------ Director January 27, 1997
Paul A. Biddelman
*
- ------------------ Director January 27, 1997
Michael E. Gellert
*
- ------------------ Director January 27, 1997
Jack Tyrrell
By: /s/ James M. Coughlin
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James M. Coughlin
Attorney-in-Fact
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EXHIBIT INDEX
NUMBER PAGE
*23.1 Consent of KPMG Peat Marwick LLP
*23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Ernst & Young LLP
*23.4 Consent of Ernst & Young LLP
*23.5 Consent of Nelson & Company
*23.6 Consent of Nelson & Company
*23.7 Consent of KPMG Peat Marwick LLP
*23.8 Consent of Baer Marks & Upham LLP (included in Exhibit (5) of
Registration No. 333-16573)
24.1 Power of Attorney (included on the signature page of
Registration No. 333-16573)
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* Previously filed
II-4
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Exhibit 23.3
INDEPENDENT AUDITOR'S CONSENT
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-2 No. 333-_____) and related Prospectus
of Premier Parks Inc. for the registration of 1,150,000 shares of its common
stock and to the incorporation by reference therein of our report dated
January 25, 1995, except as to note 13 which is as of August 29, 1995, with
respect to the consolidated financial statements of Funtime Parks, Inc. and
subsidiaries 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.
Ernst & Young LLP
Akron, Ohio
January 27, 1997
