<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-K/A NO. 2
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 0-9789
-----------------------
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 Identification No.)
incorporation or organization)
11501 Northeast Expressway 73131
Oklahoma City, Oklahoma (Zip Code)
(Address of principal executive offices)
</TABLE>
Registrant's telephone number, including area code:
(405) 475-2500
Securities registered pursuant to Sec. 12(b) of the Act:
Shares of common stock, par value $.05 per share
Rights to Purchase Series A Junior Preferred Stock
(Title of class)
Securities registered pursuant to Sec. 12(g) of the Act: NONE
-----------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by
non-affiliates (assuming, solely for the purposes of this Form, that all
the directors of the Registrant are affiliates) of the Registrant:
Approximately $746,170,000 as of March 16, 1998 (based on the last sales
price on such date as reported on the New York Stock Exchange). See "Item 5. --
Market for the Registrant's Common Equity and Related Stockholder Matters."
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest most practicable date:
The number of shares of Common Stock of the Registrant outstanding as of
March 16, 1998 was 18,873,111 shares.
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<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Identification of Directors
The Company's Board of Directors consists of eight members, elected to
serve until the next annual meeting and until their respective successors are
elected and qualified.
<TABLE>
<CAPTION>
AS OF YEAR
MARCH 1, ELECTED
NAME 1998 DIRECTOR POSITION WITH THE COMPANY
---- -------- -------- -------------------------
<S> <C> <C> <C>
Kieran E. Burke(1)........... 40 1989 Director, Chairman of the Board and Chief
Executive Officer
Gary Story(2)................ 42 1994 Director, President and Chief Operating Officer
James F. Dannhauser(3)....... 45 1992 Director and Chief Financial Officer
Paul A. Biddelman(4)......... 52 1992 Director
Michael E. Gellert(5)........ 66 1989 Director
Charles R. Wood(6)........... 83 1997 Director
Sandy Gurtler(7)............. 48 1997 Director
Jack Tyrrell(8).............. 51 1992 Director
</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.
(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.
(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 December 1997, Mr. Biddelman has been president of Hanseatic
Corporation ("Hanseatic"), a private investment
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company. Prior to that date, he was treasurer of Hanseatic for more than
five years. Mr. Biddelman also serves as a director of Electronic
Retailing Systems International, Inc., Insituform Technologies, Inc.,
Celadon Group, Inc., Petroleum Heat and Power Co., Inc. and Star Gas
Corporation (general partner of Star Gas Partners, L.P.).
(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
Partners ("Windcrest"), a private investment partnership. Mr. Gellert also
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. Wood has served as a Director of the Company since June 1997. Mr. Wood
is the President and sole shareholder of Storytown USA, Inc. and Fantasy
Rides Corporation, which collectively owned The Great Escape and Splash
Water Kingdom in Lake George, New York prior to the acquisition of the park
by the Company in December 1996. Mr. Wood serves as a consultant to the
Company and 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.
(7) Mr. Gurtler has served as a Director of the Company since June 1997. Mr.
Gurtler is the chief executive officer, a director and 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.
(8) 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 Lawrence, Tyrrell, Ortale & Smith
("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 Laurence, Tyrrell,
Ortale & Smith II ("LTOS II"), a private investment limited partnership. Mr.
Tyrrell is also a general partner of Richland Partners, L.P. ("Richland")
and Richland Partners II, L.P. ("Richland II"), each a private investment
limited partnership. See "Security Ownership of Certain Beneficial Owners
and Management." 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.
------------------------
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(b) Identification of Executive Officers
Information regarding executive officers is included in Item 1 of Part I
herein.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS
During 1997, the following officers of the Company inadvertently failed to
make all required filings on a timely basis: Hue Eichelberger, Richard Kipf,
David Thomas, Traci Blanks, John Gannon, Russell Kuteman and Lesley Hudson. All
such required filings by such persons will be made no later than May 4, 1998.
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 1997 all
filing requirements applicable to all other officers, directors, and greater
than ten-percent beneficial owners were complied with.
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ITEM 11. EXECUTIVE COMPENSATION
The following table discloses compensation received by the Company's Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer and
Executive Vice President for the three years (two years, in the case of the
Executive Vice President) ended December 31, 1997. Such officers were the only
executive officers of the Company during 1997 whose annual salary and bonus
exceeded $100,000 in 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
RESTRICTED SECURITIES
STOCK UNDERLYING
SALARY BONUS OTHER ANNUAL AWARD(S) OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION ($) (#) COMPENSATION
- --------------------------- ---- -------- -------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kieran E. Burke............ 1997 $400,000 $529,692 $5,482,823(1) -- (2)
Chairman of the Board, 1996 350,000 300,000 -- -- 125,000 (2)
Chief Executive Officer 1995 307,500 150,000 -- -- 100,000 (2)
and Director
Gary Story................. 1997 $300,000 $453,438 -- $4,837,500(3) -- (2)
President, Chief
Operating 1996 254,304 250,000 -- -- 80,000 (2)
Officer and Director 1995 214,583 100,000 -- -- 50,000 (2)
James F. Dannhauser(4)..... 1997 $250,000 $378,546 -- $4,192,178(5) -- (2)
Chief Financial Officer 1996 162,500 200,000 -- -- 50,000 (2)
and Director 1995 31,250 -- -- -- 40,000 (2)
Hue W. Eichelberger(6)..... 1997 $145,000 $140,000 -- -- -- (2)
Executive Vice President 1996 110,000 15,000 -- -- 10,000 (2)
</TABLE>
- ---------------
(1) As of December 31, 1997, Mr. Burke had been granted 170,010 restricted
shares of Common Stock, all of which were granted to Mr. Burke on July 31,
1997 pursuant to an employment agreement described below. The restrictions
on 28,335 restricted shares lapsed on January 1, 1998, and restrictions on
an additional 28,335 restricted shares will lapse on January 1 of each
of 1999, 2000, 2001, 2002 and 2003. Dividends will be paid on the
restricted shares whether or not the restrictions thereon have lapsed
if and when such dividends are declared on the Company's Common Stock. Based
on the closing price of the Common Stock (as reported on the New York Stock
Exchange (the "NYSE")) on December 31, 1997, the aggregate market value of
all such restricted shares on that date totaled $6,885,405.
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<PAGE> 6
(2) 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 1997, 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. After specified periods of employment,
all regular employees are eligible to participate in the 401(k) plan.
Commencing in 1996, the Company matched 100% of the first 2% of and 25% of
the next 6% of salary contributed by employees to the plan. The accounts of
all participating employees are fully vested. Amounts shown as salary for
1996 and 1997 for each named executive officer (other than Messrs. Burke and
Dannhauser who did not participate in the plan) include the Company's
matching contribution for such officer.
(3) As of December 31, 1997, Mr. Story had been granted 150,000 restricted
shares of Common Stock, all of which were granted to Mr. Story on July 31,
1997 pursuant to an employment agreement described below. The restrictions
on 25,000 restricted shares lapsed on January 1, 1998, and restrictions on
an additional 25,000 restricted shares will lapse on January 1 of each
of 1999, 2000, 2001, 2002 and 2003. Dividends will be paid on the
restricted shares whether or not the restrictions thereon have lapsed
if and when such dividends are declared on the Company's Common Stock. Based
on the closing price of the Common Stock (as reported on the NYSE) on
December 31, 1997, the aggregate market value of all such restricted shares
on that date totaled $6,075,000.
(4) 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.
(5) As of December 31, 1997, Mr. Dannhauser had been granted 129,990 restricted
shares of Common Stock, all of which were granted to Mr. Dannhauser on July
31, 1997 pursuant to an employment agreement described below. The
restrictions on 21,665 restricted shares lapsed on January 1, 1998, and
restrictions on an additional 21,665 restricted shares will lapse on
January 1 of each of 1999, 2000, 2001, 2002 and 2003. Dividends will
be paid on the restricted shares whether or not the restrictions thereon
have lapsed if and when such dividends are declared on the Company's
Common Stock. Based on the closing price of the Common Stock (as reported on
the NYSE) on December 31, 1997, the aggregate market value of all such
restricted shares on that date totaled $5,264,595.
(6) Mr. Eichelberger became Executive Vice President of the Company in October
1996.
AGGREGATE OPTION EXERCISES AND OPTION VALUES
The following table provides information on stock options and warrants
("Options") exercised in 1997 by each of the named executive officers and the
value of such officers' unexercised Options at December 31, 1997.
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1997(#) DECEMBER 31, 1997($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kieran E. Burke....... -- -- 239,238 117,000 $7,608,101 $2,743,500
Gary Story............ -- -- 118,000 72,000 $3,507,500 $1,665,000
James F. Dannhauser... -- -- 44,000 46,000 $1,144,000 $1,071,000
Hue W. Eichelberger... -- -- 21,200 10,800 $ 657,100 $ 266,400
</TABLE>
- ---------------
(1) Amount shown is based on $40.50 per share, the closing price of the Common
Stock (as reported on the NYSE) on December 31, 1997.
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<PAGE> 7
COMPENSATION OF DIRECTORS
Each of the Company's directors who are not employees or consultants of the
Company receives $15,000 annually for serving on the Board, payable in cash or
shares of Common Stock. During 1997, the Company paid an aggregate of $45,000
in such fees to its three outside directors. Directors are also reimbursed for
expenses attendant to Board and Committee membership.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Messrs
Burke, Story and Dannhauser, dated as of July 31, 1997, for the three-year
period ending December 31, 1999. The agreements provide that such executive
officers would receive base salaries for 1997 in the amounts listed in the
Summary Compensation Table above, increasing each succeeding year during the
term of the agreements. Such executive officers are also entitled to annual
bonuses based on the amount by which the Company's earnings before interest,
taxes, depreciation and amortization ("EBITDA") exceed budgeted amounts. In
addition, the agreements provide for the grant to each such executive officer
of the restricted shares of Common Stock described in the Summary Compensation
Table above, on the terms and conditions referred to therein. The agreements
contemplate the grant of up to an equal number of additional shares of
restricted stock to each executive officer in the discretion of the
Compensation Committee. In the event of a "Change of Control" of the Company
(as defined therein), the executives are entitled to receive, subject to
certain conditions, all shares of restricted stock contemplated by the
employment agreements (whether or not previously granted) and all restrictions
with respect thereto immediately lapse. In addition, if any such executive's
employment is terminated under certain circumstances (including certain
circumstances following such a Change of Control), the Company is required to
pay such executive a lump sum amount equal to three times his prior year's cash
compensation. The agreements subject the executive officers to standard
non-disclosure and non-compete requirements.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Stock Ownership of Management
and Certain Beneficial Holders
The following table sets forth certain information as of April 1, 1998
(except as noted below) as to Common Stock owned by (a) each of the Company's
directors, (b) all 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
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS(1)
------------------------------------ ------------------ -----------
<S> <C> <C>
Kieran E. Burke(2).......................................... 314,877 *
Paul A. Biddelman(3)........................................ 2,657,071 7.1
James F. Dannhauser(4)...................................... 76,665 *
Michael E. Gellert(5)....................................... 1,368,961 3.7
Gary Story(6)............................................... 143,000 *
Jack Tyrrell(7)............................................. 695,253 1.9
Sandy Gurtler............................................... -- --
Charles R. Wood............................................. 9,091(8) *
Robert J. Gellert(9)........................................ 1,254,553 3.3
122 East 42nd Street
New York, New York 10168
Windcrest Partners(10)...................................... 1,136,025 3.0
122 East 42nd Street
New York, New York 10168
Hanseatic Corporation(11)................................... 2,657,071 7.1
Wolfgang Traber
450 Park Avenue
New York, New York 10152
FMR Corp.(12)............................................... 1,897,900 5.1
82 Devonshire Street
Boston, Massachusetts 02109
Baron Capital Group(13)..................................... 1,184,700 3.2
767 Fifth Avenue
New York, NY 10153
Warburg Pincus Asset Management(14)......................... 968,145 2.6
466 Lexington Avenue
New York, NY 10017
All directors and officers as a group (15 persons)(15)...... 5,310,419 14.2
</TABLE>
- ---------------
* Less than one percent.
(1) Percentage amounts are based on 37,497,566 shares of Common Stock
outstanding as of April 24, 1998.
(2) Includes 75,637 shares of Common Stock and warrants and options to purchase
239,238 shares of Common Stock as to which Mr. Burke has sole voting and
investment power.
(3) Represents shares of Common Stock beneficially owned by Hanseatic,
of which Mr. Biddelman is President. See footnote (11) below.
(4) Includes 32,665 shares of Common Stock and options to purchase 44,000
shares of Common Stock as to which Mr. Dannhauser has sole voting and
investment power.
(5) Includes 232,936 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 which shares voting and investment power
with its general partners, Michael E. Gellert and Robert J. Gellert.
(6) Includes 25,000 shares of Common Stock and options to purchase 118,000
shares of Common Stock as to which Mr. Story has sole voting and investment
power.
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(7) Includes 9,794 shares of Common Stock for his own account; 4,396 shares of
Common Stock held in a trust for the benefit of his son; 311,940 shares of
Common Stock beneficially owned by LTOS II; and an aggregate of 369,123
shares of Common Stock beneficially owned by Richland and Richland II.
Mr. Tyrrell, who is a general partner of the general partner of LTOS II
and a general partner of Richland and Richland II, disclaims beneficial
ownership of all shares held by such entities.
(8) Represents shares held by Double "H" Hole in the Woods Ranch, Inc., a
charitable organization of which Mr. Wood is Chairman of the Board.
(9) Includes 2,514 shares of Common Stock for his own account, as to which he
has sole voting and investment power; 40,351 shares of Common Stock as
agent for 26 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;
1,854 shares of Common Stock as trustee of a trust for the benefit of a
second cousin 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. 7 to Schedule 13D, dated December 5, 1997.
(12) Includes 1,665,000 shares of Common Stock beneficially owned by Fidelity
Management & Research Company ("Fidelity"), a wholly-owned subsidiary of
FMR Corp. and a registered investment adviser (including 7,500 shares of
Common Stock owned by Fidelity American Special Situations Trust ("FASST"),
an English unit trust as to which Fidelity acts as a sub-adviser); 222,800
shares of Common Stock beneficially owned by Fidelity Management Trust
Company, a wholly-owned subsidiary of FMR Corp. and a bank; and 17,100
shares beneficially owned by Fidelity International Limited ("FIL"), a
Bermudan investment adviser and former majority-owned subsidiary of
Fidelity (including 7,500 shares of Common Stock owned by FASST, as to
which a subsidiary of FIL acts as an investment adviser). Edward C. Johnson
3d, Chairman of FMR Corp. and FIL, Abigail P. Johnson, a director of FMR
Corp., and members of the Johnson family may be deemed to form a
controlling group with respect to FMR Corp. Information has been derived
from Amendment No. 1 to Schedule 13G, dated March 10, 1998.
(13) Includes 1,136,700 shares of Common Stock beneficially owned by BAMCO,
Inc., a registered investment adviser as to which Baron Capital Group
("BCG") and Ronald Baron ("Baron"), President of BCG, may be deemed parent
holding companies; and 48,000 shares of Common Stock beneficially owned by
Baron Capital Management, Inc., a registered investment adviser as to which
BCG and Baron may be deemed parent holding companies. Information has been
derived from Schedule 13G, dated February 17, 1998.
(14) Represents shares beneficially owned by Warburg Pincus Asset Management,
Inc., a registered investment adviser. Information has been derived from
Amendment No. 1 to Schedule 13G, dated January 12, 1998.
(15) The share amounts listed include shares of Common Stock that the following
persons have the right to acquire within 60 days from March 1, 1998 (Kieran
E. Burke, 239,238 shares (see footnote (2)); James F. Dannhauser, 44,000
shares (see footnote (4)); Gary Story, 118,000 shares (see footnote (6));
and all directors and officers as a group, 446,839 shares.
(c) Changes in Control
None.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED 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 1997, Windcrest
paid the Company approximately $64,000 with respect to such office space.
Michael E. Gellert, a director of the Company, is a general partner of
Windcrest.
On October 31, 1996, the Company acquired substantially all of the assets
used in the operation of Elitch Gardens Amusement Park ("Elitch Gardens"). Sandy
Gurtler, a director of the Company, was 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 under
which $100,000 of consulting fees were paid to Mr. Gurtler in 1997.
On December 4, 1996, the Company acquired substantially all of the assets
used in the operation of The Great Escape and Splashwater Kingdom ("The Great
Escape"). Charles R. Wood, a director of the Company, was 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 under which $250,000 of consulting fees were
paid to Mr. Wood in 1997.
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 President of Hanseatic
and Jack Tyrrell is a general partner of Richland II. Messrs. Biddelman, Tyrrell
and Gellert are directors of the Company.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 30, 1998
PREMIER PARKS INC.
By: /s/ KIERAN E. BURKE
-------------------------
Keiran E. Burke
Chairman of the Board and
Chief Executive Officer
11
