<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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)
11501 NORTHEAST EXPRESSWAY KIERAN E. BURKE
OKLAHOMA CITY, OKLAHOMA 73131 11501 NORTHEAST EXPRESSWAY
(405) 475-2500 OKLAHOMA CITY, OKLAHOMA 73131
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE (405) 475-2500
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S (NAME, ADDRESS, INCLUDING ZIP CODE,
PRINCIPAL EXECUTIVE OFFICES) AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S AGENT FOR SERVICE)
</TABLE>
--------------------------
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) 702-5700
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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. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH AMOUNT MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE AGGREGATE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, $0.05 par value.................... 41,220 $31.625(1) $1,303,583 $395.03
</TABLE>
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended.
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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>
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>
SUBJECT TO COMPLETION, DATED FEBRUARY 12, 1997
PROSPECTUS
41,220 SHARES
PREMIER PARKS INC.
COMMON STOCK
This prospectus (the "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 41,220 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. This Registration Statement has been prepared in accordance with
certain agreements between the Company and the Selling Securityholders.
The Common Stock is quoted on the Nasdaq National Market ("NASDAQ") under
the symbol "PARK." On February 11, 1997, the last reported sale price of the
Common Stock as reported on NASDAQ was $29 13/16 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 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 Rules 10b-6 and
10b-7, 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.
<PAGE>
The date of this Prospectus is , 1997.
<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 February 12, 1997, the Company had
outstanding (i) $125.0 million principal amount of the Company's 9 3/4 Senior
Notes due 2007 (the "New Notes"); and (ii) $90.0 million principal amount of the
Company's 12% Senior Notes Due 2003 (the "Existing Notes" and together with the
New 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 "New
Credit Facility"). This high level of indebtedness will result in significant
interest expense and eventual principal repayment obligations. The Senior Notes
are guaranteed by the Company's operating subsidiaries. Borrowings under the New
Credit Facility will be secured by substantially all of the assets of the
Company and its subsidiaries (other than certain real estate) and guaranteed by
the Company's operating subsidiaries. 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. See "The Company
- -- Recent Transactions -- New Credit Facility."
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 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 New 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 acquisitions. There can be no assurance that the Recent
Acquisitions (as hereinafter defined) made by the Company 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. Although Common Stock was not used as a material portion of
the aggregate consideration in the Recent Acquisitions, 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
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<PAGE>
opportunity to review financial information on an acquisition candidate prior to
consummation of an acquisition.
RESTRICTIVE DEBT COVENANTS
The New 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 New 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 New Credit Facility and the Indentures. However, its ability to
continue to comply with financial tests and ratios in the New 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 New
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. 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,
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including movies, sports attractions and vacation travel. The Company's family
entertainment center competes directly with all types of recreational facilities
and forms of entertainment within its market area. 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 Company does not have employment agreements with, or key
man insurance relating to, Messrs. Burke and Story. 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 New 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 32.2% 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 New Credit Facility upon a
Change of Control (as defined). 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 and does not anticipate paying any cash dividends
in the foreseeable future. Furthermore, the New 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 18,298,452 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 the Company's outstanding shares of Common Stock,
approximately 10.8 million shares sold in the Company's 1996 and 1997 public
offerings are eligible for sale in the public market without restriction, except
for any such shares held by "affiliates" of the Company. In connection with the
Common Stock Offering (as hereinafter defined), the Company has agreed not to
offer, sell, contract to sell or otherwise issue any shares of Common Stock or
other capital stock or securities convertible into or exchangeable for, or any
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rights to acquire, Common Stock or other capital stock, with certain exceptions
(including certain exceptions for Common Stock or other capital stock issued or
sold in connection with future acquisitions by the Company) prior to July 28,
1997 without the prior written consent of Lehman Brothers Inc. ("Lehman
Brothers"), one of the representatives of the several underwriters of the Common
Stock Offering. In addition, the Company's officers, directors and principal
stockholders, who held as of December 31, 1996 in the aggregate approximately
7.2 million shares of Common Stock (including shares issuable upon exercise of
outstanding options and warrants), have agreed not to sell any such shares prior
to July 28, 1997 (April 28, 1997, in the case of one director, Jack Tyrrell and
his affiliates who own approximately 1.2 million "restricted" shares as defined
in Rule 144) without the consent of Lehman Brothers. Thereafter, approximately
4.0 million of such shares will be eligible for sale in the public market
(subject to applicable volume limitations and other resale conditions imposed by
Rule 144) and 2.3 million will become eligible for such sale in August 1997. In
connection with The Great Escape Acquisition and the Riverside Acquisition (each
as hereinafter defined), the Company is filing the Registration Statement of
which this Prospectus forms a part covering the resale of the Shares. However,
in connection with the Common Stock Offering, the Selling Securityholders have
agreed not to sell any Shares pursuant to this Registration Statement prior to
May 1, 1997 without the consent of Lehman Brothers. Commencing May 29, 1997,
holders of approximately 7.0 million shares (including approximately 6.0 million
shares held by officers, directors and principal shareholders of the Company)
will 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 this
Offering could adversely affect the prevailing market price of the Common Stock.
See "Description of Securities -- Registration Rights."
5
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THE COMPANY
The Company is a leading U.S. theme park company which owns and operates
eleven regional parks. Based on estimated 1996 attendance of approximately 7.3
million at these parks, the Company is the fourth largest domestic regional park
operator. After giving pro forma effect to the acquisitions of Elitch Gardens
Amusement Park ("Elitch Gardens") in Denver, Colorado (the "Denver
Acquisition"), The Great Escape and Splash Water Kingdom ("The Great Escape") in
Lake George, New York ("The Great Escape Acquisition"), two water parks called
Waterworld/USA in northern California (the "California Acquisition"), each of
which was consummated in the fourth quarter of 1996, and Riverside Park in
Springfield, Massachusetts (the "Riverside Acquisition" and together with the
Denver Acquisition, The Great Escape Acquisition and the California Acquisition,
the "Recent Acquisitions"), which was consummated on February 6, 1997, as if
they had occurred on October 1, 1995, the Company's total revenue for the twelve
months ended September 30, 1996 would have been approximately $158.7 million.
See "--Recent Transactions."
The Company's parks are located in nine 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; and (ix)
Springfield, Massachusetts. The Company seeks to provide its customers with
quality family entertainment that is affordably priced and close to home. In
1996, the six parks owned by the Company prior to the Recent Acquisitions drew,
on average, approximately 88.0% of their patrons from within a 100-mile radius,
with approximately 38.4% of visitors utilizing group and other pre-sold tickets
and approximately 16.5% utilizing season passes. 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.
Since current management assumed control in 1989, the Company has acquired
ten parks and achieved significant internal growth. As a result of the Company's
operating strategy, during the three years ended December 31, 1995, the three
parks owned by the Company during that entire period achieved internal growth in
attendance and revenue at compounded annual rates of 12.7% and 17.1%,
respectively. In August 1995, the Company acquired three of its parks through
its acquisition (the "Funtime Acquisition" and together with the Recent
Acquisitions, the "Acquisitions") of Funtime Parks, Inc. ("Funtime"). During the
first nine months of 1996, these three parks achieved internal growth in
attendance and revenue of 15.1% and 23.1%, respectively, compared to the
comparable period of 1995. Furthermore, after giving pro forma effect to the
Recent Acquisitions as if they had occurred on January 1, 1996, the Company has
increased its attendance and revenue from park operations by 6.7 and 9.5 times,
respectively, from the nine months ended September 30, 1992, to the nine months
ended September 30, 1996.
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 four largest parks.
The Company's senior and operating management team has extensive experience
in the theme park industry. Premier's senior executive officers have
approximately 35 years aggregate experience in the industry and its seven
general managers have an aggregate of approximately 140 years experience in the
industry, including approximately 70 years at Premier's parks.
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The Company's strategy for achieving growth includes the following key
elements: (i) pursuing on-going growth opportunities at existing parks; (ii)
expanding existing parks; and (iii) making selective acquisitions.
PURSUING ON-GOING GROWTH OPPORTUNITIES AT EXISTING PARKS
The Company believes there are substantial opportunities for internal growth
at its existing parks. The Company seeks to increase revenue by increasing
attendance and per capita spending, while also maintaining strict control of
operating expenses. The primary elements used to achieve this objective are: (i)
adding rides and attractions and improving overall park quality; (ii) enhancing
marketing, sponsorship and group sales programs; (iii) implementing ticket
pricing strategies to maximize ticket revenues and park utilization; (iv) adding
and enhancing restaurants and merchandise and other revenue outlets; and (v)
adding special events. This approach is designed to exploit the operating
leverage inherent in the theme park business. Once parks achieve certain
critical attendance levels, operating cash flow margins increase because revenue
growth through incremental attendance gains and increased in-park spending is
not offset by a comparable increase in operating expenses, since a large portion
of such expenses is relatively fixed during any given year.
Management believes it has demonstrated the effectiveness of its strategy at
the parks owned prior to the Recent Acquisitions. Since acquiring Adventure
World (a combination theme and water park between Baltimore and Washington,
D.C.) in 1992, the Company has invested over $28.1 million in that park to add
numerous rides and attractions and to improve theming and landscaping. As a
result of these improvements, as well as an aggressive and creative marketing
strategy, Adventure World's attendance increased during the four seasons ended
1996, at a compounded annual rate of 21.2%. Additionally, revenue at Adventure
World increased from $6.0 million for the first nine months of 1992, to $15.2
million during the comparable period of 1996.
During the 1996 season, the Company has begun to apply its growth strategy
at the parks acquired in the Funtime Acquisition. While the Funtime parks
generated substantial and stable cash flows prior to their acquisition by
Premier, they lacked the sustained capital investment and creative marketing
required to realize their full potential. To take advantage of this opportunity,
the Company invested approximately $21.9 million at the Funtime parks prior to
the 1996 season to add marketable rides and attractions and make other
improvements and implemented creative marketing and sales programs. As a result
of this strategy, during the first nine months of 1996, the three parks acquired
in the Funtime Acquisition achieved growth in attendance and revenue of 15.1%
and 23.1%, respectively, compared to the comparable period of 1995.
Management believes that each of the parks acquired in the Recent
Acquisitions offers opportunities to implement the Company's growth strategy.
Specifically, the following outlines the Company's strategy for these parks. The
Company believes that Elitch Gardens lacks certain marketable rides and
attractions and revenue outlets necessary to achieve its attendance potential.
In that connection, the Company intends to invest between $20.0 million and
$25.0 million at Elitch Gardens for the 1997 and 1998 seasons to add marketable
rides and attractions (including a "state-of-the-art" steel looping roller
coaster and a "shoot-the-chute" giant splash ride for the 1997 season), to
improve landscaping and theming and enhance marketing programs. While The Great
Escape (a combination theme and water park) has shown solid performances over
the past several years, the Company believes that it can increase the park's
attendance and operating cash flow through the continued addition of attractions
and the introduction of a more sophisticated marketing strategy. The Company
intends to invest between $8.0 million and $12.0 million at The Great Escape for
the 1997 and 1998 seasons to add marketable rides and attractions (including a
wave pool for the 1997 season) and to make other improvements. The Company
currently expects to invest between $15.0 million and $20.0 million at Riverside
Park for the 1997 and 1998 seasons to add additional marketable rides and
attractions (including a "state-of-the-art" steel looping roller coaster for the
1997 season) and to make other improvements. Finally, the Company believes that
the two water parks acquired
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in the California Acquisition (together with a family entertainment center,
"Waterworld") have growth potential, although more limited than other
recently-acquired parks. The Company intends to add a marketable attraction to
each of the water parks in the next two to three years to achieve growth in
attendance and operating cash flow.
EXPANDING EXISTING PARKS
In addition to pursuing on-going growth opportunities at its parks, the
Company is considering a number of expansions at several of its parks in order
to increase attendance and per-capital spending. For example, the Company
expects to expand its Darien Lake theme park and camping resort in western New
York by purchasing additional recreational vehicles (RV's) and may in the future
construct economy motel rooms to supplement the campground. In addition, the
Company may add campgrounds or an amphitheater at Frontier City, its
western-themed park in Oklahoma City. The Company is also considering adding a
more complete complement of "dry" rides to Wyandot Lake, which is currently
primarily a water park. In addition, the Company owns 400 acres adjacent to
Adventure World which are zoned for entertainment, recreational and residential
uses and are available for complementary uses. Additional acreage owned by the
Company and suitable for development exists at several of the Company's other
parks.
MAKING SELECTIVE ACQUISITIONS
The U.S. regional theme park industry is highly fragmented with over 150
parks owned by over 100 operators. Management believes that, in addition to the
Recent Acquisitions, there are numerous acquisition opportunities that would
expand its business. The Company's primary target for acquisitions will continue
to be regional parks with attendance between 300,000 and 1.5 million annually.
In most cases, the Company will seek to acquire outright ownership of parks, as
it has with Acquisitions. However, transactions maybe undertaken in other forms,
including acquisition of less than full ownership, such as participations in
park management, leases or joint venture arrangements. In that connection, the
Company has recently entered into an agreement with a municipal authority of the
City of Vallejo, California relating to the management by the Company of Marine
World/Africa USA, a marine and exotic wildlife park located in Vallejo, 32 miles
northeast of San Francisco. Under the management agreement, the Company will
manage the park for a term of up to five years for an annual management fee of
$250,000 plus an incentive fee (not to exceed $250,000 per annum) based on a
percentage of revenues in excess of specified amounts. In addition, the
authority has agreed in principle to grant the Company an option to lease on a
long-term basis land adjacent to the park at an exercise price of $3.0 million,
which would be used to fund improvements to the facility. If the option is not
granted, the Company is permitted to terminate the management agreement.
As the only owner of multiple parks in numerous markets that has been
actively making acquisitions of parks in this range over the last several years,
the Company believes it has a number of competitive advantages in acquiring
parks of this size. Historically, operators of destination or large regional
park chains have not generally sought to acquire parks in the Company's primary
target range and do not have the experience or management structure to readily
operate parks of that size profitably. Additionally, as a multi-park operator
with a track record of successfully acquiring, improving and repositioning
parks, the Company has numerous competitive advantages over single-park
operators in pursuing acquisitions and improving the operating results at
acquired parks. These advantages include the ability to (i) exercise group
purchasing power (for both operating and capital assets); (ii) achieve
administrative economies of scale; (iii) attract greater sponsorship revenue,
support from sponsors with nationally-recognized brands and marketing partners;
(iv) recruit and retain superior management; (v) optimize the use of capital
assets by rotating rides among its parks to provide fresh attractions; and (vi)
access capital markets. See "-- Recent Transactions" and "Risk
Factors--Uncertainty of Future Acquisitions; Potential Effects of Acquisitions."
8
<PAGE>
THE THEME PARK INDUSTRY
The theme park industry includes destination and regional parks. Destination
parks are designed primarily to attract visitors who travel long distances and
incur significant expense to visit the parks' attractions as part of an extended
stay. Regional theme parks, such as those operated by the Company, are designed
to attract visitors for a full day or a significant number of hours. Management
views regional parks as those that draw the majority of their patrons from
within a 50-mile radius of the park and the great majority of their visitors
from within a 100-mile radius of the park. Management believes that destination
parks are typically more affected by the national economy than are regional
parks.
According to U.S. News & World Report, the total North American
amusement/theme park attendance in 1995 was approximately 255 million, compared
to 151 million in 1970. Revenue for 1995 was approximately $5 billion, up from
$321 million in 1970. These increases represent compound annual growth rates of
2.1% for attendance and 11.6% for revenues over the twenty-five year period.
According to Amusement Business, a recognized industry publication, total
attendance for the 40 largest parks in North America, which include both
destination and regional parks, was 144.5 million in 1995, compared to 123.4
million in 1991, representing a compound annual growth rate of 4.0% over this
period. The Company believes that this growth in the industry reflects two
trends: (i) demographic growth in the 5-24 year old age group, which is expected
to continue through 2010; and (ii) an increasing emphasis on family-oriented
leisure and recreation activities.
RECENT TRANSACTIONS
THE DENVER ACQUISITION. On October 31, 1996, the Company acquired
substantially all of the assets of Elitch Gardens Company, used in the operation
of Elitch Gardens, for $62.5 million in cash.
THE CALIFORNIA ACQUISITION. On November 19, 1996, the Company acquired
substantially all of the assets of Family Recreational Enterprises, Inc. ("FRE")
and Concord Entertainment Company, an affiliate of FRE, used in the operation of
Waterworld for an aggregate cash purchase price of $17.25 million.
THE GREAT ESCAPE ACQUISITION. On December 4, 1996, the Company acquired
substantially all of the assets of Storytown USA, Inc. and Fantasy Rides
Corporation (collectively, "Storytown") used in the operation of The Great
Escape for a cash purchase price of $33.0 million. In addition, at the closing
of the transaction, the Company issued 9,091 shares of Common Stock to a
charitable organization affiliated with Charles R. Wood, the sole shareholder of
Storytown, which shares have been included in the Registration Statement of
which this Prospectus forms a part. See "Selling Securityholders."
THE RIVERSIDE ACQUISITION. On February 6, 1997, the Company acquired all of
the capital stock of Stuart Amusement Company, the owner of Riverside Park and
the adjacent multi-use stadium (collectively, "Riverside") for $22.15 million,
of which $1.0 million was paid by delivery of 32,129 shares of Common Stock (the
"Riverside Stock"), with the balance paid in cash. In addition, at the closing,
the Company funded the Net Operating Expenses (as defined) of Riverside for the
period subsequent to October 31, 1996. In connection with the Riverside
Acquisition, the Company entered into a registration rights agreement (the
"Registration Rights Agreement") with Edward J. Carroll, Jr., and The Carroll
Family Limited Partnership, the sellers of Riverside, pursuant to which the
Company agreed to file with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 under the Securities Act
covering the resale of the Riverside Stock. Pursuant thereto, the Riverside
Stock has been included in the Registration Statement of which this Prospectus
forms a part. See "Selling Securityholders."
NEW CREDIT FACILITY. In October 1996, the Company entered into a $115.0
million senior secured credit facility (as amended, the "New Credit Facility")
with a syndicate of banks to finance acquisitions and capital expenditures at
existing and acquired parks and to provide working capital. Specifically, the
New Credit Facility provides for (i) a $30.0 million revolving credit facility
for working capital and general
9
<PAGE>
corporate purposes, maturing on December 31, 2001; and (ii) an $85.0 million
reducing revolving credit facility to fund acquisitions and make capital
improvements which will reduce to $75.0 million principal amount on December 31,
1999 and $45.0 million on December 31, 2000 and will mature on December 31,
2001. Borrowings under the New Credit Facility will be secured by substantially
all of the assets of the Company (other than real estate). At the date of this
Prospectus, no amounts were outstanding under the New Credit Facility.
COMMON STOCK OFFERING. On January 31, 1997, the Company completed a public
offering of 6,900,000 shares of Common Stock (the "Common Stock Offering") at a
price to the public of $29 per share, generating net proceeds of approximately
$189.8 million.
NOTES OFFERING. On January 31, 1997, the Company completed a public
offering (the "Notes Offering") of $125 million aggregate principal amount of
its 9 3/4% Senior Notes due 2007, generating net proceeds of approximately
$120.7 million.
10
<PAGE>
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. No Selling Securityholder has held any position
or office or had any other material relationships with the Company within the
past three years. 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 the Offering.
<TABLE>
<CAPTION>
SHARES OWNED PRIOR TO
NAME OFFERING SHARES OFFERED
- ------------------------------------------------------------------- ----------------------------- ---------------
<S> <C> <C>
Edward J. Carroll, Jr.............................................. 13,230(1) 13,230
The Carroll Family Limited Partnership............................. 18,899(1) 18,899
Double "H" Hole in the Woods Ranch, Inc............................ 9,091(2) 9,091
</TABLE>
- ------------------------
(1) The Shares were issued as partial consideration for the Riverside
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 this
Registration Statement, Premier proposes to register any shares of Common
Stock in one or more registration statements under the Securities Act in
connection with 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. In connection with the Common Stock Offering and in accordance
with the terms of the Registration Rights Agreements, no sales of Shares may
be made pursuant to this Prospectus prior to April 28, 1997 without the
consent of Lehman Brothers.
(2) The Shares were issued in connection with The Great Escape Acquisition.
Double "H" Hole in the Woods Ranch, Inc ("Double "H") is a charitable
organization affiliated with Mr. Charles R. Wood, the former owner of The
Great Escape. In connection with the Common Stock Offering and in accordance
with the terms of an agreement by Double "H", no sales of Shares may be made
pursuant to this Prospectus prior to April 28, 1997 without the consent of
Lehman Brothers.
11
<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 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 might 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 such Shares 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 applicable provisions of the Exchange Act and rules and regulations
thereunder, including without limitation, Rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of Shares of
Common Stock by the Selling Securityholders and any other 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.
In connection with the Common Stock Offering and in accordance with certain
agreements of the Selling Securityholders, no sales of Shares may be made
pursuant to this Prospectus prior to April 28, 1997 without the consent of
Lehman Brothers.
12
<PAGE>
DESCRIPTION OF SECURITIES
COMMON STOCK
The Company's authorized capital stock includes 30,000,000 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, 18,298,452 shares of
Common Stock were outstanding.
The Liberty National Bank & Trust Company, Oklahoma City, Oklahoma, is the
transfer agent and registrar for the Common Stock.
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 this Registration Statement covering the resale of the
Shares issued in the Riverside Acquisition and The Great Escape Acquisition.
However, pursuant to certain agreements with the Selling Securityholders, no
Shares may be sold pursuant hereto prior to April 28, 1997, without the consent
of Lehman Brothers. In addition, holders of approximately 7.0 million shares of
Common Stock have rights to require the Company to register such shares for sale
under the Securities Act commencing May 29, 1997. In addition, such holders have
the right to have such shares included in a future registration statement
relating to Common Stock and, in certain cases, other than 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 18,298,452 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 the Company's outstanding shares of Common Stock,
approximately 10.8 million sold in the Company's 1996 and 1997 public offerings
are eligible for sale in the public market without restriction, except for any
such shares held by "affiliates" of the Company. In connection with the Common
Stock Offering, the Company has agreed not to offer, sell, contract to sell or
otherwise issue any shares of Common Stock or other
13
<PAGE>
capital stock, with certain limited exceptions (including certain exceptions for
Common Stock or other capital stock issued or sold in connection with future
acquisitions by the Company), prior to July 28, 1997 without the prior written
consent of Lehman Brothers. The Company's officers, directors and principal
stockholders, who held as of December 31, 1996 in the aggregate approximately
7.2 million shares of Common Stock (including shares issuable upon exercise of
outstanding options and warrants), have agreed not to sell any such shares prior
to July 28, 1997 (April 28, 1997, in the case of one director, Jack Tyrrell and
his affiliates, who own approximately 1.2 million "restricted" shares as defined
in Rule 144) without the consent of Lehman Brothers. Thereafter, approximately
4.0 million of such shares will be eligible for sale in the public market
(subject to applicable volume limitations and other resale conditions imposed by
Rule 144) and 2.3 million will become eligible for such sale in August 1997. In
connection with The Great Escape Acquisition and the Riverside Acquisition, the
Company agreed to file this Registration Statement covering the resale of the
Shares issued in connection therewith. However, no Shares may be sold pursuant
to this Registration Statement prior to April 28, 1997, without the consent of
Lehman Brothers. Commencing May 29, 1997, holders of approximately 7.0 million
shares (including approximately 6.0 million shares held by officers, directors
and principal shareholders of the Company) will 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 Offering could adversely affect the
prevailing market price of the Common Stock. See "-- Registration Rights."
14
<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/A for the year ended December
31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996.
5. The Company's Current Reports on Form 8-K, dated November 13, as
amended, December 4, as amended, and December 11, 1996, as amended,
respectively.
6. The Company's Registration Statement on Form S-2 (Registration No.
333-16573), as amended.
7. The Company's Registration Statement on Form S-2 (Registration No.
333-16763), as amended.
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).
15
<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.
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, 1994
and 1995, and for each of the years in the three-year period ended December 31,
1995, included in the Company's Registration Statement on Form S-2 (Registration
No. 333-16573) have been incorporated by reference herein, in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants, and
upon the authority of said firm as experts in accounting and auditing. With
respect to the unaudited interim financial information of the Company as of and
for the nine months ended September 30, 1996, included in the Company's
Registration Statement on Form S-2 (Registration Statement No. 333-16573) and
incorporated by reference herein, the independent certified public accountants
have reported that they applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report incorporated by reference herein states that they did not audit and they
do not express an opinion on that interim financial information. Accordingly,
the degree of reliance on their report on such information should be restricted
in light of the limited nature of the review procedures applied. The accountants
are not subject to the liability provisions of Section 11 of the Securities Act
for their report on the unaudited interim financial information because that
report is not a "report" or a "part" of the registration statement prepared or
certified by the accountants within the meaning of Section 7 and 11 of the
Securities Act.
16
<PAGE>
The consolidated financial statements of Funtime Parks, appearing in Premier
Parks Inc.'s Registration Statement on Form S-2 (Registration No. 333-16573),
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference. Such
financial statements are incorporated herein by reference in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.
The financial statements of Elitch Gardens Company appearing in Premier
Parks Inc.'s Registration Statement on Form S-2 (Registration 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) included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference 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, 1994 and
1995, and for the years then ended, included in the Company's Registration
Statement on Form S-2 (Registration No. 333-16573) have been incorporated by
reference herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, and upon the authority of said firm as
experts in accounting and auditing.
The financial statements of FRE, Inc. (Family Recreational Enterprises,
Inc.) as of December 31, 1993, 1994 and 1995, and for each of the years in the
three-year period ended December 31, 1995, included in the Company's
Registration Statement on Form S-2 (Registration No. 333-16573) have been
incorporated by reference herein in reliance upon the report of Nelson &
Company, independent auditors, given upon the authority of said firm as experts
in accounting and auditing.
The financial statements of Concord Entertainment Company, as of December
31, 1995, and for the year ended December 31, 1995, included in the Company's
Registration Statement on Form S-2 (Registration No. 333-16573) have been
incorporated by reference herein in reliance upon the report of Nelson &
Company, independent auditors, given upon the authority of said firm as experts
in accounting and auditing.
The consolidated financial statements of Stuart Amusement Company as of
September 30, 1995 and 1996, 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) have been incorporated herein in reliance
upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
17
<PAGE>
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- --------------------------------------------------------------------------------
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>
Risk Factors................................... 2
The Company.................................... 6
Use of Proceeds................................ 11
Selling Securityholders........................ 11
Plan of Distribution........................... 12
Description of Securities...................... 13
Incorporation of Certain Information by
Reference.................................... 15
Available Information.......................... 16
Legal Matters.................................. 16
Experts........................................ 16
</TABLE>
------------------------
41,220 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 shareholders named in the Prospectus,
each 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..................... $ 395.03
Legal Fees and Expenses........................................... $
Miscellaneous..................................................... $
Total fees and expenses....................................... $
</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
registrant's By-Laws which provides for indemnification by the registrant in the
manner and to the full extend permitted by Delaware law.
ITEM 16. EXHIBITS
The following exhibits are being filed herewith:
<TABLE>
<CAPTION>
EXHIBITS
- -----------
<C> <S>
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 Ernst & Young LLP.
23.4 Consent of Ernst & Young LLP.
23.5 Consent of KPMG Peat Marwick LLP.
23.6 Consent of Nelson & Company.
23.7 Consent of Nelson & Company.
23.8 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (contained in Part II 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.
II-1
<PAGE>
(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.
(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, February 11, 1997.
PREMIER PARKS INC.
By: /s/ KIERAN E. BURKE
---------------------------
Kieran E. Burke
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ----------------------------------- --------------------
<C> <S> <C>
/s/ KIERAN E. BURKE Chairman of the Board and Chief
------------------------------------------- Executive Officer (principal February 11, 1997
Kieran E. Burke executive officer)
/s/ GARY STORY
------------------------------------------- Director, President and Chief February 11, 1997
Gary Story Operating Officer
/s/ JAMES F. DANNHAUSER Chief Financial Officer and
------------------------------------------- Director (principal financial February 11, 1997
James F. Dannhauser officer)
/s/ RICHARD R. WEBB
------------------------------------------- Vice President (principal February 11, 1997
Richard R. Webb accounting officer)
/s/ PAUL A. BIDDELMAN
------------------------------------------- Director February 11, 1997
Paul A. Biddelman
/s/ MICHAEL E. GELLERT
------------------------------------------- Director February 11, 1997
Michael E. Gellert
/s/ JACK TYRRELL
------------------------------------------- Director February 11, 1997
Jack Tyrrell
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS FILED WITH
FORM S-3 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
- ----------------- --------------------------------------------------------------------------------------- -----------
<C> <S> <C>
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 Ernst & Young LLP. .........................................................
23.4 Consent of Ernst & Young LLP. .........................................................
23.5 Consent of KPMG Peat Marwick LLP. .....................................................
23.6 Consent of Nelson & Company. ..........................................................
23.7 Consent of Nelson & Company. ..........................................................
23.8 Consent of KPMG Peat Marwick LLP. .....................................................
24.1 Power of Attorney (contained in Part II
of this Registration Statement). ....................................................
</TABLE>
<PAGE>
EXHIBIT 5.1
[BAER MARKS & UPHAM LLP]
February 11, 1997
Premier Parks Inc.
122 East 42nd Street
New York, New York 10168
Re: Registration Statement on Form S-3
Gentlemen:
We have acted as your counsel in connection with the filing of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of certain
Selling Securityholders of 41,220 shares of common stock, par value $.05 per
share (the "Common Stock"), of Premier Parks Inc. (the "Company"). Capitalized
terms used herein but not otherwise defined shall have the respective meanings
set forth in the Registration Statement.
In connection with the foregoing, we have examined copies of the Company's
Certificate of Incorporation and By-laws, each as amended through the date
hereof, the minutes of unanimous written consents of the Board of Directors and
shareholders of the Company and originals or copies, satisfactory to us, of all
such corporate records, agreements, certificates and other documents of the
Company 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 and accuracy of all documents submitted to us
as originals and the conformity to the original documents of all documents
submitted to us as copies. As to questions of fact material to such opinion, we
have relied upon certificates of public officials and certificates of officers
or other representatives of the Company.
Based upon the foregoing and subject to the qualifications and limitations
stated herein, we are of the opinion that (a) the Company is a validly existing
corporation under the laws of the State of Delaware and (b) the Common Stock has
been validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a 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 or the
rules and regulations promulgated thereunder, or that we are "experts" within
the meaning of the Securities Act or the rules and regulations promulgated
thereunder.
Very truly yours,
Baer Marks & Upham LLP
<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 February 29, 1996, except
as to note 13 which is as of April 4, 1996, with respect to the consolidated
balance sheets of Premier Parks Inc. and subsidiaries as of December 31, 1994
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, 1995, which report appears in the registration statement on Form
S-2 (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
February 10, 1997
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated January 25, 1995, except for Note 13 as to which the
date is August 29, 1995, with respect to the consolidated financial statements
of Funtime Parks, Inc. incorporated by reference in the Registration Statement
(Form S-3 No. 333- ) and related Prospectus of Premier Parks Inc. for the
registration of 41,220 shares of its Common Stock.
Ernst & Young LLP
Akron, Ohio
February 12, 1997
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333- ) and related Prospectus of
Premier Parks Inc. for the registration of 41,220 shares of its common stock and
to the incorporation by reference of our report dated February 16, 1996 with
respect to the financial statements of Elitch Gardens Company included in
Premier Parks Inc.'s. Registration Statement on Form S-2 (Registration No.
333-16573).
Ernst & Young LLP
Denver, Colorado
February 10, 1997
<PAGE>
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
The Boards of Directors
Storytown, 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, with
respect to the balance sheets of The Great Escape 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 (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
February 10, 1997
<PAGE>
EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
FRE, Inc.:
We consent to the use of our report incorporated by reference herein and to
the reference to our firm under the heading "Experts" in the prospectus.
Nelson & Company
Gold River, California
February 7, 1997
<PAGE>
EXHIBIT 23.7
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Concord Entertainment Company:
We consent to the use of our report incorporated by reference herein and to
the reference to our firm under the heading "Experts" in the prospectus.
Nelson & Company
Gold River, California
February 7, 1997
<PAGE>
EXHIBIT 23.8
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 Note 3 which is as of December 24, 1996, with respect to the consolidated
balance sheets of Stuart Amusement Company and subsidiaries as of September 30,
1995 and 1996, and the related consolidated statements of operations, changes in
common and other stockholders' equity, and cash flows for the years in the
three-year period ended September 30, 1996, which report appears in the
registration statement on Form S-2 (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
February 10, 1997
