<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
Premier Parks Inc.
-----------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not Applicable
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
Not Applicable
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not Applicable
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
Not Applicable
- --------------------------------------------------------------------------------
(5) Total fee paid:
Not Applicable
- --------------------------------------------------------------------------------
<PAGE>
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
Not Applicable
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
Not Applicable
- --------------------------------------------------------------------------------
(3) Filing Party:
Not Applicable
- --------------------------------------------------------------------------------
(4) Date Filed:
Not Applicable
- --------------------------------------------------------------------------------
2
<PAGE>
PREMIER PARKS INC.
11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
JUNE 11, 1997
----------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Premier
Parks Inc. (the "Company") will be held at the offices of The Great Escape
theme park, 1172 Rt. 9, Queensbury, New York 12804 on Wednesday, June 11,
1997, at 9:00 a.m., E.D.T., for the following purposes, all as more fully
described in the attached Proxy Statement:
1. To elect eight directors, to serve for the ensuing year and until
their respective successors are elected and qualified.
2. To amend the Company's Certificate of Incorporation to increase the
number of authorized shares of the Company's Common Stock to 90 million
shares.
3. To ratify the selection by the Company's Board of Directors of KPMG
Peat Marwick LLP as independent public accountants of the Company for the
year ending December 31, 1997.
4. To transact such other business as may properly come before the
meeting and any and all adjournments thereof.
The Board of Directors has fixed the close of business on April 18, 1997 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the meeting or any adjournment thereof.
A copy of the Company's Annual Report for the year ended December 31, 1996
is enclosed.
YOU ARE EARNESTLY REQUESTED TO DATE, SIGN AND RETURN THE ACCOMPANYING FORM
OF PROXY IN THE ENVELOPE ENCLOSED FOR THAT PURPOSE (TO WHICH NO POSTAGE NEED
BE AFFIXED IF MAILED IN THE UNITED STATES) WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING IN PERSON. THE PROXY IS REVOCABLE BY YOU AT ANY TIME PRIOR TO ITS
EXERCISE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU
ATTEND THE MEETING OR ANY ADJOURNMENT THEREOF. THE PROMPT RETURN OF THE PROXY
WILL BE OF ASSISTANCE IN PREPARING FOR THE MEETING AND YOUR COOPERATION IN
THIS RESPECT WILL BE APPRECIATED.
BY ORDER OF THE BOARD OF DIRECTORS
Richard A. Kipf
Secretary
Oklahoma City, Oklahoma
April 25, 1997
<PAGE>
PREMIER PARKS INC.
11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 11, 1997
----------------
This Proxy Statement and the accompanying proxy are being furnished to
stockholders of PREMIER PARKS INC. (the "Company") in connection with the
solicitation of proxies by the Board of Directors for use in voting at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
offices of The Great Escape theme park, 1172 Rt. 9, Queensbury, New York 12804
on Wednesday, June 11, 1997, at 9:00 a.m., E.D.T., and at any and all
adjournments thereof.
If the enclosed proxy is properly signed and returned, your shares will be
voted on all matters that properly come before the Annual Meeting for a vote.
If instructions are specified in your signed proxy with respect to the matters
being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are so specified, your shares will be voted
FOR the election of directors named in Proposal 1, FOR the approval of
Proposal 2 (amendment to the Company's Certificate of Incorporation) and FOR
the approval of Proposal 3 (ratification of independent public accountants for
the year ending December 31, 1997). Your proxy may be revoked at any time
prior to being voted by: (i) filing with the Secretary of the Company (Richard
A. Kipf), at the above address, written notice of such revocation, (ii)
submitting a duly executed proxy bearing a later date or (iii) attending the
Annual Meeting and giving the Secretary notice of your intention to vote in
person.
On or about April 25, 1997, this Proxy Statement and the accompanying proxy,
together with a copy of the Annual Report of the Company for the year ended
December 31, 1996, including financial statements, are to be mailed to each
stockholder of record at the close of business on April 18, 1997.
WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY
REGARDLESS OF THE NUMBER OF SHARES YOU OWN. Shares can be voted at the Annual
Meeting only if the holder is represented by proxy or is present.
VOTING SECURITIES
The Board of Directors has fixed the close of business on April 18, 1997 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting. Only stockholders of record at the close
of business on that date will be entitled to vote at the Annual Meeting or any
and all adjournments thereof. As of that date, the Company had issued and
outstanding 18,300,672 shares of Common Stock, the Company's only class of
voting securities outstanding. Each stockholder of the Company will be
entitled to one vote for each share of Common Stock registered in his name on
the record date. A majority of all of the outstanding shares of Common Stock
constitutes a quorum at the Annual Meeting.
Neither abstention votes nor any broker non-votes (i.e., votes withheld by
brokers on non-routine proposals in the absence of instructions from
beneficial owners) will be counted as present or represented at the Annual
Meeting for purposes of determining whether a quorum exists.
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of March 1, 1997
(except as noted below) as to Common Stock owned by (a) each of the Company's
current directors and nominees to serve as directors, (b) all current
directors and officers of the Company as a group, and (c) each person who, to
the best of the Company's knowledge, beneficially owned on that date more than
5% of the outstanding Common Stock.
<TABLE>
<CAPTION>
NUMBER OF
SHARES PERCENTAGE
BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
---------------- ------------------ ----------
<S> <C> <C>
Kieran E. Burke(1)......................... 224,301 1.2
Paul A. Biddelman(2)....................... 3,016,063 16.5
James F. Dannhauser(3)..................... 37,000 *
Michael E. Gellert(4)(5)................... 1,397,194 7.6
Gary Story(6).............................. 80,000 *
Jack Tyrrell(7)............................ 1,131,063 6.2
Arnold S. Gurtler.......................... -- *
Charles R. Wood(8)......................... 9,091 *
Robert J. Gellert(5)(9).................... 1,261,945 6.9
122 East 42nd Street
New York, New York 10168
Windcrest Partners(5)(10).................. 1,136,025 6.2
122 East 42nd Street
New York, New York 10168
Hanseatic Corporation(11).................. 3,016,063 16.5
Wolfgang Traber
450 Park Avenue
New York, New York 10152
Janus Capital Corporation(12).............. 1,365,450 7.5
Thomas H. Bailey
Janus Venture Fund
100 Fillmore Street, Suite 300
Denver, Colorado 80206-4923
All directors and officers as a group(13)
(12 persons)..............................
</TABLE>
- --------
* Less than one percent.
(1) Includes 47,302 shares of Common Stock and warrants and options to
purchase 176,999 shares of Common Stock for his own account as to which
Mr. Burke has sole voting and investment power.
(2) Represents shares of Common Stock beneficially owned by Hanseatic
Corporation ("Hanseatic"), a private investment company, of which Mr.
Biddelman is treasurer. See footnote (11) below.
(3) Includes 11,000 shares of Common Stock and options to purchase 26,000
shares of Common Stock for his own account, as to which Mr. Dannhauser
has sole voting and investment power.
(4) Includes 232,452 shares of Common Stock, as to which Mr. Gellert has sole
voting and investment power. Also includes 1,136,025 shares of Common
Stock beneficially owned by Windcrest Partners ("Windcrest"), a New York
limited partnership which shares voting and investment power with its
general partners, Michael E. Gellert and Robert J. Gellert. Also includes
28,717 shares of Common Stock beneficially owned by Michael E. Gellert's
daughter who resides in his household. Mr. Gellert disclaims beneficial
ownership of all shares beneficially owned by his daughter.
2
<PAGE>
(5) Members of the Gellert family and entities controlled by them
beneficially own in the aggregate 1,598,515 shares of Common Stock. Such
shares represent approximately 8.7% of the Company's outstanding Common
Stock. See footnotes (4), (9) and (10).
(6) Includes 80,000 shares of Common Stock issuable upon exercise of stock
options held by Mr. Story, as to which he has sole voting and investment
power.
(7) Includes 200,000 shares of Common Stock beneficially owned by Lawrence,
Tyrrell, Ortale & Smith ("LTOS"); 461,940 shares of Common Stock
beneficially owned by Lawrence, Tyrrell, Ortale & Smith II, L.P. ("LTOS
II"); 300,537 shares of Common Stock beneficially owned by Richland
Ventures, L.P. ("Richland"); and 168,586 shares of Common Stock
beneficially owned by Richland Ventures II, L.P. ("Richland II"). Mr.
Tyrrell, who is a general partner of the respective general partners of
LTOS and LTOS II and a general partner of Richland and Richland II,
disclaims beneficial ownership of all such shares.
(8) Represents shares held by Double "H" Hole in the Woods Ranch, Inc., a
charitible organization of which Mr. Wood is Chairman of the Board. See
"Certain Transactions."
(9) Includes 2,514 shares of Common Stock for his own account, as to which he
has sole voting and investment power; 49,597 shares of Common Stock as
agent for 30 other persons and entities with whom he shares voting and
investment power; 2,168 shares of Common Stock as trustee for Michael E.
Gellert's sister with respect to which he shares voting and investment
power with Peter J. Gellert (who holds these shares as agent); 5,558
shares of Common Stock as trustee of irrevocable trusts for the benefit
of Michael E. Gellert's children as to which he has sole voting and
investment power; 1,083 shares of Common Stock as trustee of an
irrevocable trust for the benefit of his brother as to which he has sole
voting and investment power; 1,136,025 shares of Common Stock owned by
Windcrest which shares voting and investment power with its general
partners, Michael E. Gellert and Robert J. Gellert; and 65,000 shares of
Common Stock beneficially owned by Lexfor Corporation of which he is
President and a director, as to which he shares voting and investment
power with the other officers and directors. Michael E. Gellert disclaims
beneficial ownership of the shares of Common Stock owned by the trusts
for the benefit of his children.
(10) Windcrest shares voting and investment power with its general partners,
Michael E. Gellert and Robert J. Gellert.
(11) Represents shares of Common Stock beneficially owned by Hanseatic. Mr.
Traber holds a majority of the shares of capital stock of Hanseatic and
thus may be deemed to beneficially own such Common Stock. Of such shares,
2,588,695 shares of Common Stock are held by Hanseatic Americas LDC, a
Bahamian limited duration company, in which the sole managing member is
Hansabel Partners LLC, a Delaware limited liability company, in which the
sole managing member is Hanseatic. The remaining shares of Common Stock
are held by Hanseatic for discretionary customer accounts. Information
has been derived from Amendment No. 6 to Schedule 13D, dated June 4,
1996.
(12) Janus Capital Corporation ("Janus Capital") is a registered investment
adviser that furnishes investment advice to certain registered investment
companies, including Janus Venture Fund (the "Fund") and individual and
institutional clients (collectively the "Managed Portfolios"). As a
result, Janus Capital may be deemed to be the beneficial owner of the
Common Stock held by such Managed Portfolios. Of the amount shown,
783,775 shares are held by the Fund and the balance are held in other
Managed Portfolios. Mr. Bailey owns 12.5% of Janus Capital and serves as
President and Chairman thereof. As a result, Mr. Bailey may be deemed
beneficial owner of the shares held by the Managed Portfolios.
Information has been obtained from Amendment No. 1 to Schedule 13G, dated
February 10, 1997.
(13) The share amounts listed include shares of Common Stock that the
following persons have the right to acquire within 60 days from March 1,
1997: Kieran E. Burke, 176,999 shares (see footnote (1)); James F.
Dannhauser, 26,000 shares (see footnote (3)); Gary Story, 80,000 shares
(see footnote (6)); and all directors and officers as a group,
shares.
3
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") requires
officers and directors of the Company and persons who own more than ten-
percent of the Common Stock, to file initial statements of beneficial
ownership (Form 3) and statements of changes in beneficial ownership (Forms 4
or 5) of Common Stock with the Securities and Exchange Commission (the "SEC").
Officers, directors and greater than ten-percent stockholders are required by
SEC regulations to furnish the Company with copies of all such forms they
file.
To the Company's knowledge, based solely on its review of the copies of such
forms received by it and written representations from certain reporting
persons that no additional forms were required for those persons, during 1996
all filing requirements applicable to its officers, directors, and greater
than ten-percent beneficial owners were complied with.
----------------
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of six members. At the
Annual Meeting eight directors are to be elected to serve for the ensuing year
and until their respective successors are elected and qualified. The persons
named in the enclosed proxy intend to vote for the election of the persons
listed below, unless the proxy is marked to indicate that such authorization
is expressly withheld. Should any of the listed persons be unable to accept
nomination or election (which the Board of Directors does not expect), it is
the intention of the persons named in the enclosed proxy to vote for the
election of such persons as the Board of Directors may recommend. Proxies
cannot be voted for a greater number of persons than the number of nominees
named. The election of directors requires a plurality vote of the shares of
Common Stock represented at the Annual Meeting.
INFORMATION CONCERNING NOMINEES
<TABLE>
<CAPTION>
YEAR
AS OF ELECTED
NAME MARCH 1, 1997 DIRECTOR POSITION WITH THE COMPANY
---- ------------- -------- -------------------------
<S> <C> <C> <C>
Kieran E. Burke(1)...... 39 1989 Director, Chairman of the Board and Chief
Executive Officer
Gary Story(2)........... 41 1994 Director, President and Chief Operating
Officer
James F. Dannhauser(3).. 44 1992 Director and Chief Financial Officer
Paul A. Biddelman(4).... 51 1992 Director
Michael E. Gellert(5)... 65 1989 Director
Jack Tyrrell(6)......... 50 1992 Director
Arnold S. Gurtler(7).... 48 -- --
Charles R. Wood(8)...... 82 -- --
</TABLE>
- --------
(1) Mr. Burke has served as Chief Executive Officer and a Director of the
Company since October 1989 and Chairman of the Board since June 1994. From
1989 through June 1994, he was President of the Company. Mr. Burke also
serves as a director of Blue Ridge Real Estate Company and Big Boulder
Corporation. Mr. Burke is a member of the board of directors of the
International Association of Amusement Parks & Attractions ("IAAPA").
(2) Mr. Story has served as President and a Director of the Company since June
1994 and as Chief Operating Officer since January 1992. From January 1992
through June 1994, he also served as the Company's Executive Vice
President. Prior to that time, he had been General Manager of the
Company's Frontier City theme park for more than five years.
4
<PAGE>
(3) Mr. Dannhauser became Chief Financial Officer of the Company in October
1995 and has served as a Director of the Company since December 1992. From
1990 through June 1996, Mr. Dannhauser was a managing director of Lepercq
de Neuflize & Co. Incorporated, an investment banking firm ("Lepercq").
Mr. Dannhauser is a member of the board of directors of Lepercq.
(4) Mr. Biddelman has served as a Director of the Company since December 1992.
Since April 1992, Mr. Biddelman has been treasurer of Hanseatic, a private
investment company. See "Stock Ownership of Management and Certain
Beneficial Holders." Hanseatic is an affiliate of the Company. From
January 1991 through March 1992, Mr. Biddelman was managing director of
Clements, Taee, Biddelman Incorporated, a financial advisory firm. Mr.
Biddelman also serves as a director of Electronic Retailing Systems
International, Inc., Insituform Technologies, Inc., Petroleum Heat and
Power Co., Inc., Star Gas Corporation (general partners of Star Gas
Partners, L.P.) and Celadon Group, Inc.
(5) Mr. Gellert has served as a Director of the Company since March 1989. He
previously served as a Director of the Company and as a Trustee of Tierco,
a Massachusetts business trust and predecessor of the Company, from 1979
until 1986. From June 1989 through June 1994, he also served as the
Chairman of the Board of the Company. Mr. Gellert is a general partner of
Windcrest. Windcrest, the principal business of which is private
investing, is an affiliate of the Company (see "Stock Ownership of
Management and Certain Beneficial Holders"). Mr. Gellert serves as a
director of Devon Energy Corp., Humana Inc., Seacor Holdings, Inc., Regal
Cinemas, Inc. and The Putnam Trust Company of Greenwich Advisory Board of
The Bank of New York.
(6) Mr. Tyrrell has served as a Director of the Company since December 1992.
For more than five years, Mr. Tyrrell has been a general partner of
Lawrence Venture Partners, a general partnership, the principal business
of which is that of acting as general partner of LTOS, a private
investment limited partnership. Mr. Tyrrell is also a general partner of
LTOS II Partners, a general partnership, the principal business of which
is that of acting as general partner of LTOS II, a private investment
limited partnership. Mr. Tyrrell is also a general partner of Richland and
Richland II, each a private investment limited partnership. See "Stock
Ownership of Management and Certain Beneficial Holders." LTOS, LTOS II,
Richland and Richland II may be deemed affiliates of the Company. Mr.
Tyrrell also serves as a director of National Health Investors, Inc. and
Regal Cinemas, Inc.
(7) Mr. Gurtler has been nominated to serve as a Director of the Company. Mr.
Gurtler is the chief executive officer, a director and a shareholder of
Chilcott Entertainment Corp., which was the general partner of the owner
of Elitch Gardens Amusement Park in Denver, Colorado prior to the
acquisition of the park by the Company in October 1996. Mr. Gurtler also
serves as a consultant to the Company. See "Certain Transactions."
(8) Mr. Wood has been nominated to serve as a Director of the Company. Mr.
Wood is the President and sole shareholder of Storytown USA, Inc. and
Fantasy Rides Corporation, which collectively owned The Great Escape and
Splashwater Kingdom in Lake George, New York prior to the acquisition of
the park by the Company in December 1996. Mr. Wood also serves as a
consultant to the Company. See "Certain Transactions." Mr. Wood also owns,
directly or through wholly-owned corporations, a variety of businesses in
the Lake George area, including real estate, motels, restaurants and an
action park.
----------------
5
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1996, the Company's Board of Directors
held ten meetings. During 1996, each of the directors of the Company attended
all of the meetings of the Board of Directors and all meetings of committees
of the Board of which such director was a member.
The Board has designated a Compensation Committee and an Audit Committee.
The members of the Compensation Committee at March 1, 1997 were Messrs.
Biddelman and Tyrrell. The Compensation Committee, which met twice during
1996, reviews management's recommendations with respect to executive
compensation and employee benefits and makes recommendations to the Board as
to such matters. Additionally, the Compensation Committee administers the
Company's 1993 Stock Option and Incentive Plan (the "1993 Stock Incentive
Plan"), the 1995 Stock Option and Incentive Plan (the "1995 Stock Incentive
Plan") and the 1996 Stock Incentive Plan (as hereinafter defined). The 1993
Stock Incentive Plan, the 1995 Stock Incentive Plan and the 1996 Stock
Incentive Plan are hereinafter collectively sometimes referred to as the
"Stock Incentive Plans." See "Executive Compensation."
The members of the Audit Committee at March 1, 1997 were Messrs. Gellert and
Biddelman. The Audit Committee, which met once during 1996, recommends to the
Board the accounting firm to be selected by the Board as independent public
accountants of the Company, and acts on behalf of the Board in reviewing with
the independent public accountants, the chief financial officer of the Company
and other appropriate corporate officers, matters relating to corporate
financial reporting and accounting procedures and policies, and the adequacy
of financial, accounting and operating controls. The Audit Committee reviews
the results of audits with the Company's independent public accountants and
reports thereon to the Board. The Audit Committee also submits to the Board
recommendations it may have from time to time with respect to financial
reporting and accounting practices and policies and financial, accounting and
operating controls and safeguards.
COMPENSATION OF DIRECTORS
Each of the Company's directors who are not employees of the Company
receives $15,000 per annum for serving on the Board, payable in cash or shares
of Common Stock. During 1996, the Company paid an aggregate of $45,000 of such
fees to its three outside directors. Directors are also reimbursed for
expenses attendant to Board and Committee membership.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table discloses compensation received by the Company's Chief
Executive Officer, Chief Operating Officer and Chief Financial Officer for the
three years (two years, in the case of the Chief Financial Officer) ended
December 31, 1996. Such officers were the only executive officers of the
Company during 1996 whose annual salary and bonus exceeded $100,000 in 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
RESTRICTED SHARES
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION AWARD(S)($) OPTIONS(#) COMPENSATION
------------------ ---- --------- -------- ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kieran E. Burke......... 1996 $350,000 $300,000 125,000 (1)
Chairman of the Board,
Chief 1995 307,500 150,000 -- -- 100,000 (1)
Executive Officer and
Director 1994 290,000 -- -- -- 10,000 (1)
Gary Story.............. 1996 $250,000 $250,000 80,000 (1)
President, Chief
Operating 1995 214,583 100,000 50,000 (1)
Officer and Director 1994 200,000 -- -- -- 20,000 (1)
James F. Dannhauser(2).. 1996 $162,500 $200,000 -- -- 50,000 (1)
Chief Financial Officer 1995 31,250 -- -- -- 40,000 (1)
and Director
</TABLE>
- --------
(1) The Company has concluded that, as to each named executive officer for
each year shown, all personal benefits paid or provided did not exceed the
lesser of $50,000 or 10% of the salary and bonus reported for such officer
above. During 1996, the Company did not have any defined contribution
plans or pension or other defined benefit or retirement plans, other than
a qualified, contributory 401(k) plan. All regular employees are eligible
to participate in the 401(k) plan if they have completed one full year of
service and are at least 21 years old. Commencing in 1996, the Company
matched 100% of the first 2% of and 25% of the next 6% of contributions by
employees to the plan. The accounts of all participating employees are
fully vested. Amount shown as salary for that year for Mr. Story includes
the Company's matching contribution for such officer. Mr. Burke and Mr.
Dannhauser did not participate in the plan in 1996.
(2) James F. Dannhauser became Chief Financial Officer of the Company on
October 1, 1995. Prior to that date, he was not employed by the Company.
OPTIONS GRANTS IN LAST FISCAL YEAR
In August 1996, the Company adopted a stock option and incentive plan (the
"1996 Stock Incentive Plan"), pursuant to which 750,000 shares of Common Stock
were reserved for issuance from time to time to key employees of the Company
and its subsidiaries. Pursuant to the 1996 Stock Incentive Plan, Options (as
defined below) to purchase an aggregate of 246,700 shares of Common Stock were
granted during 1996. Of such Options, 86,200, 58,000 and 20,000 were granted
to Messrs. Burke, Story and Dannhauser, respectively, and 164,200 were granted
to the Company's executive officers as a group. During that year, the Company
also granted the remaining Options available for grant under the 1993 Stock
Incentive Plan and the 1995 Stock Incentive Plan as follows: 38,800 to Mr.
Burke, 22,000 to Mr. Story and 30,000 to Mr. Dannhauser. All of the Options
granted in 1996 are Incentive Options (as defined below), have a term of seven
years and have an exercise price of $22.00 per share, which represented the
fair market value of the Common Stock on the date of grant. Twenty percent of
such Options vested on the date of grant (subject, in the case of Options
granted under the 1996 Stock Incentive Plan, to subsequent stockholder
approval) and an additional 20% vest on each subsequent anniversary of such
date. The 1996 Stock Incentive Plan, and the grant of Options thereunder in
August 1996, were subsequently approved by the holders of a majority of the
then outstanding shares of Common Stock.
The Stock Incentive Plans provide for the grant of options ("Options") to
purchase Common Stock. Such Options may be either options that are intended to
qualify as incentive stock options ("Incentive Options")
7
<PAGE>
under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") or options that do not so qualify ("Non-Qualified Options"). The Stock
Incentive Plans also provide for the grant of stock appreciation rights
("SARs") in tandem with Options. An SAR granted in tandem with an Option (a
"tandem SAR") permits the optionee to surrender his Option to the Company for
cancellation and receive an amount (in cash or shares of Common Stock) equal
to the excess, if any, of (i) the fair market value at the time of surrender
of the shares of Common Stock subject to the Option over (ii) the exercise
price of the Option.
The following table shows the grants of Options under the Stock Incentive
Plans that were made to the named executive officers during the year ended
December 31, 1996. The amount shown as the potential realizable value of the
Options is based on an arbitrarily assumed annualized rate of stock price
appreciation of either five percent or ten percent over the seven-year term of
the Options. Because the exercise price of the Options was equal to the fair
market value of the Common Stock on the date the Options were granted,
optionees will not realize any benefit from the Options unless there is an
increase in the market price of the Common Stock. Such an increase would
benefit all stockholders proportionately. THE POTENTIAL REALIZABLE VALUE OF
THE OPTIONS IS BASED SOLELY ON ARBITRARILY ASSUMED RATES OF APPRECIATION AS
REQUIRED BY APPLICABLE SEC REGULATIONS. ACTUAL GAINS, IF ANY, ON OPTION
EXERCISES AND COMMON STOCK HOLDINGS ARE DEPENDENT ON THE FUTURE PERFORMANCE OF
THE COMMON STOCK AND ON OVERALL MARKET CONDITIONS. THERE CAN BE NO ASSURANCE
THAT THE POTENTIAL REALIZABLE VALUES SHOWN IN THIS TABLE WILL BE ACHIEVED.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
------------------------------------------------------- ---------------------
SHARES % OF TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO PRICE
NAME OPTIONS (#) EMPLOYEES IN 1996 ($/SH) EXPIRATION DATE 5% 10%
---- ----------- ------------------ -------- --------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Kieran E. Burke......... 125,000 37.0% $22.00 August 31, 2003 $1,119,500 $2,609,000
Gary Story.............. 80,000 23.7% $22.00 August 31, 2003 $ 716,480 $1,669,760
James F. Dannhauser..... 50,000 14.8% $22.00 August 31, 2003 $ 447,800 $1,043,600
</TABLE>
AGGREGATE OPTION EXERCISES AND OPTION VALUES
The following table provides information on Option exercises in 1996 by each
of the named executive officers and the value of such officers' unexercised
Options at December 31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON DECEMBER 31, 1996 (#) DECEMBER 31, 1996 ($)(1)
EXERCISE VALUE ------------------------------ -------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------ ------------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kieran E. Burke......... -- -- 176,999 179,240 $4,267,442 $2,811,253
Gary Story.............. -- -- 80,000 110,000 $1,738,000 $1,688,875
James F. Dannhauser..... -- -- 26,000 64,000 $ 462,125 $ 926,000
</TABLE>
- --------
(1) Amount shown is based on $31.3125 per share, the average of the closing
bid and asked prices of the Common Stock (as reported on the Nasdaq
National Market) on December 31, 1996.
8
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors administers the
Company's executive compensation program.
The goals of the Company's executive compensation program are to:
. Provide compensation levels that enable the Company to attract, retain
and motivate its executives;
. Tie individual compensation to individual performance and the success of
the Company; and
. Align executives' financial interests with those of the Company's
stockholders through potential stock ownership.
SALARIES
Each executive officer's base salary is reviewed annually based on
management recommendations, in the case of executive officers other than the
Chairman and Chief Executive Officer, and data regarding the salaries of
executives with similar responsibilities in certain companies comparable in
size or in lines of business. In addition, the Compensation Committee
considers individual performance, length of tenure, prior experience and level
of responsibility. None of these factors is assigned a specific weight. The
Compensation Committee did not increase the Chairman's base salary during
1996.
INCENTIVE COMPENSATION
The Company does not have a formal cash incentive compensation program, but
does award annual cash bonuses to selected employees. In cases other than the
Chairman and Chief Executive Officer, annual bonuses are recommended to the
Compensation Committee by the Chairman at the end of each year. In the case of
the Chairman and Chief Executive Officer, the Compensation Committee
determines the amount, if any, of annual bonuses. Individual bonus awards are
based on Company-wide and individual performance for the previous fiscal year,
taking into account both qualitative and quantitative factors. Quantitative
factors include revenue and earnings before interest, taxes and depreciation
and amortization ("EBITDA"). Qualitative factors include initiative, business
judgment, level of responsibility and management skills. The Compensation
Committee granted a $300,000 bonus to the Chairman in respect of 1996,
compared to a bonus of $150,000 during the prior year. This increase was in
part based on the increase in the Company's revenue and EBITDA of
approximately 125% and 200%, respectively, in 1996 as compared to 1995. In
addition, the Committee considered value to stockholders of a 139% increase in
the market value of the Common Stock from $13.125 per share at 1995 year-end
to $31.3125 at the end of 1996. Finally, this increase in the Chairman's bonus
also reflects the Chairman's role in the acquisition by the Company of four
theme and water parks in 1996 and the related financings.
LONG-TERM INCENTIVE
In 1996, the Company's Compensation Committee authorized the granting of
Options to purchase an aggregate of 337,500 shares of Common Stock, including
Options to purchase 125,000 shares, 80,000 shares and 50,000 shares granted to
Kieran E. Burke, Chairman and Chief Executive Officer, Gary Story, President
and Chief Operating Officer, and James F. Dannhauser, Chief Financial Officer,
respectively. In determining the number of Options so granted, the Committee
considered the level of each optionee's responsibility, the
9
<PAGE>
optionee's actual and potential impact on the Company's performance, as well
as the number of Options granted in prior years. The Company does not have a
target ownership level for equity holdings in the Company by senior management
and other key employees.
All Options granted in 1996 have a term of seven years and vest 20% on the
date of grant and an additional 20% after each of the next four years. The
Options granted in 1996 have an exercise price of $22.00 per share,
representing the fair market value of the Company's Common Stock on the date
of grant.
Paul A. Biddelman
Jack Tyrrell
CERTAIN TRANSACTIONS INVOLVING MEMBERS OF THE COMPENSATION COMMITTEE
As more fully disclosed under "Certain Transactions" in 1997, the Company
paid a commitment fee of $100,000 to Hanseatic and issued 1,586 shares of
Common Stock to Richland II in satisfaction of the commitment fee owed to it.
Paul A. Biddelman, a director and member of the Compensation Committee, is
treasurer of Hanseatic, and Jack Tyrrell, a director and member of the
Compensation Committee, is a general partner of Richland II.
10
<PAGE>
PERFORMANCE GRAPH
The following table shows a comparison of the five year cumulative total
return to stockholders (assuming all dividends were reinvested) for the
Company, the Standard & Poor's ("S&P") 500 Stock Index and the Standard &
Poor's Entertainment--500 Index. During the period October 1990 through June
1994, no trading market existed for the Common Stock, and the Company was
unable to obtain any price quotations for its Common Stock. Subsequent to June
1994, the Pink Sheets(R) and the OTC Bulletin Board commenced reporting of bid
and asked quotations for the Company's Common Stock under the symbol "PARKD".
These quotations reflect inter-dealer prices, without mark-up, mark-down or
commission and do not necessarily represent actual transactions. On May 30,
1996, the Company commenced a public offering of shares of Common Stock at a
public offering price of $18.00 per share. Since that date, the Common Stock
has been traded on the Nasdaq National Market under the symbol "PARK."
LOGO
<TABLE>
<CAPTION>
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME 1991 1992 1993 1994 1995 1996
------------------ ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Premier Parks Inc.*.................. 100 NA NA 163.64 381.82 1090.31
S&P 500 Stock Index.................. 100 107.62 118.46 120.03 165.13 203.05
S&P Entertainment--500 Index......... 100 143.00 165.28 157.64 189.40 192.30
</TABLE>
- --------
* The Common Stock was not publicly traded between October 15, 1990 and June
1994. The return for 1994 was calculated using a beginning point of the
October 15, 1990 price.
11
<PAGE>
CERTAIN TRANSACTIONS
In November 1990, the Company entered into an office lease. A portion of the
office space is used by Windcrest. The Company and Windcrest have agreed to
allocate 50% of the monthly rental payments to Windcrest. During 1996,
Windcrest paid the Company approximately $64,000 with respect to such office
space.
On October 31, 1996, the Company acquired all of the interests in a
partnership that owned substantially all of the assets used in the operation
of Elitch Gardens Amusement Park ("Elitch Gardens"), for $62.5 million in
cash. Arnold S. Gurtler, a nominee for director, is the president, a director
and a shareholder of the general partner of the partnership that owned these
assets prior to the transaction. In connection with the acquisition of Elitch
Gardens, the Company entered into a five-year consulting agreement with Mr.
Gurtler providing for annual consulting fees of $100,000.
On December 4, 1996, the Company acquired all of the interests of a limited
liability company that owned substantially all of the assets used in the
operation of The Great Escape and Splash-water Kingdom ("The Great Escape")
for a cash purchase price of $33.0 million. Charles R. Wood, a nominee for
director, is the sole shareholder of the entities that owned these assets
prior to the transaction. In connection with the acquisition of The Great
Escape, the Company entered into a five-year consulting agreement with Mr.
Wood, providing for an aggregate consideration of $1.25 million, payable over
the term of the agreement. In addition, at the closing of the transaction, the
Company issued 9,091 shares of Common Stock to a charitable organization
affiliated with Mr. Wood.
During 1996, certain of the Company's principal stockholders agreed that, if
required by the Company, they would purchase shares of preferred stock of the
Company to fund the purchase price of the Company's acquisition in February
1997 of Riverside Park. Although the preferred stock issuance was not
consummated, each participating stockholder was entitled to a fee, payable in
cash or shares of Common Stock, equal to 1% of the dollar amount of such
stockholder's commitment. Pursuant to this arrangement, in 1997 the Company
paid a $100,000 fee to Hanseatic and issued 1,586 shares of Common Stock to
Richland II and 634 shares to Michael E. Gellert. Paul A. Biddelman is the
treasurer of Hanseatic and Jack Tyrrell is a general partner of Richland II.
Messrs. Gellert, Biddelman and Tyrrell are directors of the Company.
----------------
PROPOSAL 2: AMENDMENT OF ARTICLE IV OF THE COMPANY'S CERTIFICATE OF
INCORPORATION
GENERAL
The Company presently is authorized to issue 30,000,000 shares of Common
Stock and 500,000 shares of Preferred Stock, par value $1.00 per share. As of
March 1, 1997, there were issued and outstanding 18,300,672 shares of Common
Stock and no shares of Preferred Stock. After deducting 1,315,039 shares of
Common Stock reserved for issuance upon exercise of outstanding warrants and
Options granted and permitted to be granted under the Stock Incentive Plans,
the Company presently has 10,384,289 authorized shares of Common Stock
available for future issuance. For the reasons stated below, the Board of
Directors of the Company has unanimously determined that the proposed
amendment (the "Amendment") to the Company's Certificate of Incorporation is
advisable and has determined to recommend it to stockholders for adoption. The
Amendment, if adopted, will increase the number of authorized shares of the
Company's Common Stock from 30,000,000 to 90,000,000 shares. A copy of the
proposed Amendment is set forth as Exhibit A to this Proxy Statement.
12
<PAGE>
BACKGROUND AND REASONS FOR THE PROPOSED AMENDMENT
Following the approval of the Amendment, the number of authorized but
unissued and unreserved shares of Common Stock will increase from 10,384,289
to 70,384,289. The increased number of authorized, but unissued and unreserved
shares will permit the Company to issue additional shares of Common Stock as
the need may arise without the delay and expense associated with the holding
of a special meeting or soliciting the consent of stockholders at the time
such additional shares are needed. The Board believes that the availability of
such additional shares will provide the Company with the flexibility to issue
Common Stock for a variety of proper corporate purposes, including the sale of
shares to raise additional capital, shares issued in acquisitions of property
or businesses (including mergers), the use of Common Stock as incentive
compensation and the making of stock dividends or other distributions or
recapitalizations. Unless required by law, by regulatory authorities, or by
rules of any stock exchange on which the Company's securities may then be
listed, no further vote of stockholders will be required for any such share
issuance.
CERTAIN EFFECTS OF THE PROPOSED AMENDMENTS
If the Amendment is approved, the Company thereafter would have
approximately 70,384,289 shares of Common Stock authorized, unissued and
unreserved. Except for shares of Common Stock to be issued as a result of the
exercise of warrants and Options, the Company has no present plans,
arrangements, understandings or agreements to issue any shares of Common
Stock.
The issuance of additional shares of Common Stock may have a dilutive effect
on earnings per share and on the equity of the present holders of Common Stock
and their voting rights. Holders of Common Stock are not entitled to any
preemptive rights. The increased availability for issuance of shares of Common
Stock also could enable the Board of Directors to render more difficult or
discourage an attempt to obtain control of the Company by means of a merger,
tender offer or other business combination directed at the Company. For
example, the issuance of shares of Common Stock in a public or private sale,
merger or similar transaction would increase the number of the Company's
outstanding shares, thereby diluting the interest of a party attempting to
obtain control of the Company. The Company is not aware of any attempt,
whether formal or informal, to acquire a controlling interest in the Company;
moreover, the Company has no present plan or intention to utilize the
additional shares of Common Stock as an anti-takeover device.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL 2.
THE AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF THE
COMPANY'S COMMON STOCK IS REQUIRED FOR APPROVAL OF THE AMENDMENT.
PROPOSAL 3: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP ("Peat Marwick"), certified public accountants,
audited the Company's consolidated financial statements for the fiscal year
ended December 31, 1996. The Board of Directors has appointed Peat Marwick to
audit the Company's consolidated financial statements for the fiscal year
ending December 31, 1997, and recommends that the stockholders vote for
ratification of such appointment. The ratification requires the affirmation
vote of a majority of the shares of Common Stock represented at the Annual
Meeting. In the event the ratification is not approved, the Board of Directors
will reconsider its selection. Representatives of Peat Marwick are not
expected to be present at the Annual Meeting and, therefore, will not make a
statement or be available to respond to questions at such meeting.
13
<PAGE>
1998 STOCKHOLDER PROPOSALS
In order for stockholder proposals for the 1998 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's 1998 Proxy
Statement, they must be received by the Company at its principal offices,
11501 Northeast Expressway, Oklahoma City, Oklahoma 73131 (Attn: Secretary),
prior to December 27, 1997. The Company's Board of Directors will review any
stockholder proposals that are filed as required and will determine whether
such proposals meet applicable criteria for inclusion in its 1998 Proxy
Statement.
OTHER MATTERS
The Board of Directors does not know of any other matters that are likely to
be presented for consideration at the Annual Meeting. Should any other matters
properly come before the Annual Meeting or any adjournments thereof, it is the
intention of the persons named in the accompanying proxy to vote such proxy in
accordance with their best judgment.
SOLICITATION OF PROXIES
All costs in connection with the solicitation of the enclosed proxy will be
borne by the Company. In addition to solicitations of proxies by use of the
mail, certain officers or employees of the Company, without additional
remuneration, may solicit proxies personally or by telephone, telegraph and
mail. The Company will also request brokers, dealers, banks and their nominees
to solicit proxies from their clients, where appropriate, and will reimburse
them for reasonable expenses related thereto.
RICHARD A. KIPF
Secretary
Oklahoma City, Oklahoma
April 25, 1997
14
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION
OF PREMIER PARKS INC.
PREMIER PARKS INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: that the Board of Directors of the Corporation at a meeting of the
Board of Directors, adopted a resolution proposing and declaring the
advisability of the following amendment to the Certificate of Incorporation.
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended so that Article IV shall read in its entirety as follows:
"The total number of shares of stock which the Corporation shall have
authority to issue is 90,500,000 shares, of which 500,000 shares shall be
Preferred Stock with a par value of $1.00 per share and 90,000,000 shares
shall be Common Stock with a par value of $.05 per share.
The Preferred Stock is to be issued in one or more series, with each series
to have such designations, preferences, and relative participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the resolution or
resolutions provided for the issue of each series adopted by the Board of
Directors of the Corporation, subject to the limitations prescribed by law
and in accordance with the provisions hereof, the Board of Directors being
hereby expressly vested with authority to adopt any such resolution or
resolutions.
The authority of the Board of Directors with respect to each series shall
include, but not be limited to, the determination or fixing of the
following:
(1) the number of shares to constitute the series and the distinctive
designation thereof;
(2) The amount or rate of dividends on the shares of the series, whether
dividends shall be cumulative and, if so, from what date or dates;
(3) Whether the shares of the series shall be redeemable and, if
redeemable, the terms and provisions upon which the shares of the
series may be redeemed and the premium, if any, and any dividends
accrued thereon which the shares of the series shall be entitled to
receive upon the redemption thereof;
(4) Whether the shares of the series shall be subject to the operations of
a retirement or sinking fund to be applied to the purchase or
redemption of the shares for retirement and, if such retirement or
sinking fund be established, the annual amount thereof and the terms
and provisions relative to the operation thereof;
(5) Whether the shares of the series shall be convertible into shares of
any class or classes, with or without par value, or of any other series
of the same class, and if convertible, the conversion price or prices
or the rate at which the conversion may be made and the method, if any,
of adjusting the same;
(6) The rights of the shares of the series in the event of the voluntary or
involuntary liquidation, dissolution, or winding up of the Corporation;
(7) The restrictions, if any, on the payment of the dividends upon, and the
making of distributions to, any class of stock ranking junior to the
shares of the series, and the restrictions, if any, on the purchase or
redemption of the shares of any such junior class;
A-1
<PAGE>
(8) Whether the series shall have voting rights in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;
and
(9) Any other relative rights, preferences, and limitations of that series.
The holders of the Common Stock shall be entitled to one vote for each
share of Common Stock held.
The amount of the authorized stock of any class may be increased or
decreased by the affirmative vote of the holders of a majority of the total
number of outstanding shares of any series of Preferred Stock entitled to
vote, and of Common Stock, voting as a single class."
SECOND: that such Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware by the holders of a majority of the outstanding shares of Common
Stock of the Corporation entitled to vote thereon at a meeting of the
stockholders of the Corporation called and held upon notice in accordance with
Section 222 of the Delaware General Corporation Law.
IN WITNESS WHEREOF, Premier Parks Inc. has caused this Certificate to be
signed and attested by its duly authorized officers this day of ,
1997.
PREMIER PARKS INC.
By:__________________________________
Kieran E. Burke
Chairman and Chief Executive
Officer
A-2
<PAGE>
PROXY
PREMIER PARKS INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KIERAN E. BURKE, JAMES F. DANNHAUSER and
RICHARD KIPF with full power to act without the others and with power to
appoint his substitute as the undersigned's proxies to vote all shares of
Common Stock of the undersigned in PREMIER PARKS INC. (the "Company"), a
Delaware corporation, which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the offices of The
Great Escape theme park, 1172 Rt. 9, Queensbury, New York 12804 on Wednesday,
June 11, 1997, at 9:00 a.m., E.D.T., and at any and all adjournments thereof as
follows:
1.ELECTION OF DIRECTORS [_] FOR all nominees listed below (except as marked to
the contrary below)
[_] WITHHOLD AUTHORITY to vote for all nominees listed below
PAUL A. BIDDELMAN, KIERAN E. BURKE, JAMES F. DANNHAUSER, MICHAEL E. GELLERT,
ARNOLD S. GURTLER, GARY STORY, JACK TYRRELL, CHARLES R. WOOD,
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
2. Proposal to approve an amendment to the Company's Certificate of
Incorporation to increase the authorized shares of the Company's Common
Stock to 90,000,000. The Board of Directors recommends a vote FOR this
proposal.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Proposal to ratify the selection of KPMG Peat Marwick LLP as the Company's
independent auditors for the year ending December 31, 1997. The Board of
Directors recommends a vote FOR this proposal.
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion such other business as may properly come before the
meeting and any and all adjournments thereof.
Please sign on the reverse side and return promptly in the enclosed envelope.
(over)
The shares of Common Stock represented by this proxy will be voted in
accordance with the foregoing instructions. In the absence of any instructions,
such shares will be voted for the election of the nominees listed in item 1 and
for the proposals in items 2 and 3.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders to be held on June 11, 1997 and the Proxy Statement furnished
therewith.
The undersigned hereby revokes any proxy to vote shares of Common Stock of
the Company heretofore given by the undersigned.
______________________________, 1997
(Date)
Signature___________________________
Please date, sign exactly as name
appears on this proxy, and promptly
return in the enclosed envelope.
When signing as guardian, executor,
administrator, attorney, trustee,
custodian, or in any other similar
capacity, please give full title.
If a corporation, sign in full
corporate name by president or
other authorized officer, giving
title, and affix corporate seal. If
a partnership, sign in partnership
name by authorized person. In the
case of joint ownership, each joint
owner must sign.
