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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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<S> <C> <C>
DELAWARE 7996 13-3995059
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
No.)
</TABLE>
KIERAN E. BURKE
11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131
TEL: (405) 475-2500
Name, address, including ZIP code, and telephone
number, including area code, of principal executive
offices and agent for service)
COPIES TO:
GLENN D. WEST, ESQ.
WEIL, GOTSHAL & MANGES LLP
100 CRESCENT COURT, SUITE 1300
DALLAS, TEXAS 75201-6950
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED SHARE PRICE FEE(1)
<S> <C> <C> <C> <C>
Common Stock, par value $0.05 per share... 224,455 $53.09 $11,917,157.00 $3,530.00
</TABLE>
(1) Calculated in accordance with Rule 457(c) of the Securities Act of 1943, as
amended.
(2) This Registration Statement also pertains to certain rights (the "Rights")
attached to each share of Common Stock. Each Right entitles its registered
holder to purchase one one-thousandth of a share of a junior participating
series of Preferred Stock of the Registrant upon the occurrence of certain
prescribed events. Until the occurrence of such events, the Rights are not
exercisable, will be evidenced by the certificates for the Common Stock and
will be transferred along with and only with the Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
PROSPECTUS
224,455 SHARES
PREMIER PARKS INC.
COMMON STOCK
(PAR VALUE $0.05 PER SHARE)
This Prospectus relates to the offering (the "Offering") from time to time
of up to 224,455 shares of common stock, par value $0.05 per share (the "Common
Stock"), of Premier Parks Inc., a Delaware corporation (the "Company"), which
are being registered under the Securities Act of 1933, as amended (the
"Securities Act"), on behalf of certain holders thereof (the "Selling
Stockholders"), in order to permit their public sale or other distribution. See
"Selling Stockholders" and "Plan of Distribution."
The Common Stock may be sold from time to time by the Selling Stockholders
through underwriters or dealers, through brokers or other agents, or directly to
one or more purchasers, at market prices prevailing at the time of sale or at
prices otherwise negotiated. The Company will receive no portion of the proceeds
of the sale of the Common Stock and will bear the expenses incident to the
registration of the Common Stock. The Selling Stockholders and any
broker-dealers, agents or underwriters that participate with the Selling
Stockholders in the distribution of the securities to which this Prospectus
relates may be deemed to be "underwriters" within the meaning of the Securities
Act, and any commissions received by them and any profit on the resale of such
securities purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
The Common Stock is listed on the New York Stock Exchange ("NYSE") under the
symbol "PKS." On June 1, 1998, the last reported sales price of the Common Stock
on the NYSE was $52.94 per share.
FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN
INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 3.
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.
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The date of this Prospectus is June , 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the Regional Offices of the
Commission located 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 also be obtained from the Public Reference Section 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 Web
site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission. The Common Stock is listed on the NYSE. Such reports, proxy
and information statements and other information concerning the Company can also
be inspected at the offices of the NYSE, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments thereto, the "Registration Statement") under
the Securities Act. In accordance with the rules and regulations of the
Commission, this Prospectus does not contain all of the information set forth in
the Registration Statement and the schedules and exhibits thereto. Each
statement made in this Prospectus concerning a document filed as an exhibit to
the Registration Statement is qualified in its entirety by reference to such
exhibit for a complete statement of its provisions. 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.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents previously 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 for the year ended December 31,
1997, as amended.
2. The audited financial statements of Kentucky Kingdom, Inc. as of
November 2, 1997, and for the year then ended included in the Company's
Current Report on Form 8-K, dated November 7, 1997, as amended.
3. The description of the shares of Common Stock contained in the Company's
Registration Statement on Form 8-A dated December 11, 1997 and filed
under the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
4. The description of the rights relating to the shares of Common Stock
contained in the Company's Registration Statement on Form 8-A dated
January 12, 1998, as amended and filed under the Exchange Act, including
any amendment or report filed for the purpose of updating such
description.
5. The Company's Current Report on Form 8-K, dated March 25, 1998.
6. The Company's Current Reports on Form 8-K, dated April 9, 1998.
7. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.
8. The Company's Registration Statement on Form S-3 dated March 25, 1998.
9. The Company's Registration Statement on Form S-4 dated May 8, 1998.
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All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus shall also be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the dates of filing of such documents.
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, or in any other
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes the earlier statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
This Prospectus incorporates documents by reference that are not presented
herein or delivered herewith. Copies of such documents (other than exhibits
thereto that are not specifically incorporated by reference herein) are
available, without charge, to any person to whom a Prospectus is delivered, upon
written or oral request, 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).
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RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS
BEFORE PURCHASING THE COMMON STOCK OFFERED HEREBY.
RISKS ASSOCIATED WITH SUBSTANTIAL INDEBTEDNESS AND OTHER OBLIGATIONS
The Company is highly leveraged. On a pro forma basis, as of March 31, 1998,
the Company had total outstanding indebtedness (including approximately $192.3
million principal amount at maturity ($164.8 million accreted value at March 29,
1998) of Six Flags Entertainment Corporation (a wholly-owned subsidiary of the
Company, "SFEC" and, together with its consolidated subsidiaries, "Six Flags")
Zero Coupon Senior Notes due 1999 (the "SFEC Zero Coupon Senior Notes")) in the
accreted principal amount of approximately $2,052.7 million, including (i)
approximately $251.7 million in accreted value at that date of the Company's 10%
Senior Discount Notes due 2008 (the "Company Senior Discount Notes") ($410.0
million in aggregate principal amount at maturity in 2008); (ii) $280.0 million
in aggregate principal amount of the Company's 9 1/4% Senior Notes due 2006 (the
"Company Senior Notes" and, together with the Company Senior Discount Notes, the
"Company Notes"); (iii) $125.0 million in aggregate principal amount of Premier
Parks Operations Inc.'s (a wholly-owned subsidiary of the Company, "Premier
Operations") 9 3/4% Senior Notes due 2007 (the "1997 Premier Notes"); (iv) $90.0
million in aggregate principal amount of Premier Operations' 12% Senior Notes
due 2003 (the "1995 Premier Notes" and, together with the 1997 Premier Notes,
the "Premier Notes"); (v) $278.1 million in accreted value at that date of Six
Flags Theme Parks Inc.'s (a wholly-owned subsidiary of the Company, "SFTP")
12 1/4% Senior Subordinated Discount Notes due 2005 (the "SFTP Senior
Subordinated Notes") ($285.0 million principal amount at maturity in 2005); (vi)
$170.0 million in aggregate principal amount of SFEC's 8 7/8% Senior Notes due
2006 (the "New SFEC Notes" and, together with the Company Notes, the Premier
Notes and the SFTP Senior Subordinated Notes, the "Senior Notes"); (vii) $200.0
million in outstanding borrowings under the Company's senior secured credit
facility (the "Premier Credit Facility"); (viii) $410.0 million in outstanding
borrowings under the Six Flags senior secured credit facility (the "Six Flags
Credit Facility" and, together with the Premier Credit Facility, the "Credit
Facilities") and (ix) $2.0 million of capitalized lease obligations. The SFEC
Zero Coupon Senior Notes, will be repaid from the proceeds of the New SFEC Notes
together with other funds. On a pro forma basis, as of March 31, 1998, the
Company would have had stockholders' equity of approximately $1,573.6 million.
In addition, the annual dividends on the Company's mandatorily convertible
preferred stock (the "Mandatorily Convertible Preferred Stock") which are
payable in cash, or by issuance of shares of Common Stock, at the option of the
Company, aggregate $23.3 million. On a pro forma basis, for the year ended
December 31, 1997, the Company's earnings would have been insufficient to cover
its combined fixed charges and preferred stock dividends by approximately $92.6
million. In addition, the indentures relating to the Senior Notes (the
"Indentures") permit the Company to incur additional indebtedness under certain
circumstances.
In addition to its obligations under its outstanding indebtedness and
preferred stock, the Company is required to (i) make minimum annual
distributions of approximately $46.2 million (subject to cost of living
adjustments) to its partners in two Six Flags Parks, Six Flags Over Georgia and
Six Flags Over Texas (the "Co-Venture Parks") and (ii) make minimum capital
expenditures at each of the Co-Venture Parks during rolling five-year periods,
based generally on 6% of such park's revenues. Cash flow from operations at the
Co-Venture Parks will be used to satisfy these requirements first, before any
funds are required from the Company. The Company has also agreed to purchase a
maximum number of 5% per year (accumulating to the extent not purchased in any
given year) of the total limited partnership units outstanding as of the date of
the co-venture agreements that govern the partnerships (to the extent tendered
by the unit holders). The agreed price for these purchases is based on a
valuation for each respective Co-Venture Park equal to the greater of (i) a
value derived by multiplying its weighted-average four year earnings before
interest, depreciation, taxes and amortization ("EBIDTA") by a specified
multiple (8.0 in the case of the Georgia park and 8.5 in the case of the Texas
park) or (ii) $250.0 million in the case of the Georgia park and
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$374.8 million in the case of the Texas park. The Company's obligations with
respect to Six Flags Over Georgia and Six Flags Over Texas will continue until
2027 and 2028, respectively.
As the Company purchases units relating to either Co-Venture Park, it will
be entitled to the minimum distribution and other distributions attributable to
such units, unless it is then in default under the applicable agreements with
its partners at such Co-Venture Park. On April 30, 1998, the Company owned
approximately 25% and 33%, respectively, of the limited partnership units in the
Georgia and Texas partnerships. Time Warner Inc. and certain of its affiliates
(collectively, "Time Warner") have guaranteed the obligations of Six Flags under
these agreements. Premier has agreed to indemnify Time Warner in respect of its
guarantee pursuant to a Subordinated Indemnity Agreement (the "Subordinated
Indemnity Agreement"). The unit purchase obligations for 1998, when purchases
are required only for the Georgia park, will be immaterial. The maximum unit
purchase obligations for 1999 at both parks will aggregate approximately $31
million. The Company's minimum capital expenditures for 1998 at these parks will
total approximately $11 million. In addition, as a result of its acquisition of
49.9% of the outstanding capital stock (the "Initial Acquisition") of Walibi
S.A. ("Walibi"), the Company has agreed to invest approximately $38 million to
expand the six theme parks operated by Walibi over three years, commencing 1999.
The Company's ability to make scheduled payments on, or to refinance, its
indebtedness, to pay dividends on its preferred stock, or to fund planned
capital expenditures and its obligations under the arrangements relating to the
Co-Venture Parks, will depend on its future performance, which, to a certain
extent, is subject to general economic, financial, weather, competitive and
other factors that are beyond its control. The Company believes that, based on
current and anticipated operating results, cash flow from operations, available
cash, available borrowings under the Credit Facilities and the net proceeds of
certain offerings completed in connection with the acquisition of all of the
capital stock of SFEC (the "Six Flags Acquisition") (to the extent not used in
connection therewith) will be adequate to meet the Company's future liquidity
needs, including anticipated requirements for working capital, capital
expenditures, scheduled debt and preferred stock dividends and its obligations
under arrangements relating to the Co-Venture Parks, for at least the next
several years. The Company may, however, need to refinance all or a portion of
its existing debt on or prior to maturity or to obtain additional financing.
There can be no assurance that the Company's business will generate sufficient
cash flow from operations, that currently anticipated cost savings will be
realized or that future borrowings will be available under the Credit Facilities
in an amount sufficient to enable the Company to service its indebtedness or to
fund its other liquidity needs. In addition, there can be no assurance that the
Company will be able to effect any such refinancing on commercially reasonable
terms or at all.
The degree to which the Company will be leveraged could have important
consequences to the Company, including, but not limited to: (i) making it more
difficult for the Company to satisfy its obligations, (ii) increasing the
Company's vulnerability to general adverse economic and industry conditions,
(iii) limiting the Company's ability to obtain additional financing to fund
future working capital, capital expenditures and other general corporate
requirements, (iv) requiring the dedication of a substantial portion of the
Company's cash flow from operations to the payment of principal of, and interest
on, its indebtedness and dividends on its preferred stock, thereby reducing the
availability of such cash flow to fund working capital, capital expenditures, or
other general corporate purposes, (v) limiting the Company's flexibility in
planning for, or reacting to, changes in its business and the industry, and (vi)
placing the Company at a competitive disadvantage vis-a-vis less leveraged
competitors. In addition, the Indentures and the Credit Facilities will contain
financial and other restrictive covenants that will limit the ability of the
Company to, among other things, borrow additional funds. Failure by the Company
to comply with such covenants could result in an event of default which, if not
cured or waived, would have a material adverse effect on the Company.
The Company's inability to service its obligations would have a material
adverse effect on the market value and marketability of the Common Stock. In the
event of bankruptcy proceedings involving the
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Company, the Company's creditors and preferred stockholders will have a claim
upon the Company's assets prior in right to the holders of Common Stock.
RECENT LOSSES OF SIX FLAGS
Prior to the consummation of the Six Flags Acquisition, Six Flags had
incurred net losses of approximately $3.7 million, $15.2 million, $3.3 million,
$1.0 million and $12.9 million during each of the years 1997, 1996, 1995, 1994
and 1993, respectively. Although Six Flags has experienced growth in revenues
throughout such period, such growth may not be sustainable and may not be
indicative of future operating results. Additionally, given the Company's recent
acquisition of Six Flags, it may be particularly difficult to foresee and plan
for future costs of operations. There can be no assurance therefore that the Six
Flags will not continue to incur losses and that such losses would not have a
material adverse effect on the Company.
HOLDING COMPANY STRUCTURE; LIMITATIONS ON ACCESS TO CASH FLOW OF SUBSIDIARIES
The Company has no operations of its own and derives all of its revenue from
its subsidiaries. Therefore, the Company's ability to pay its obligations
(including debt service on the Company Senior Discount Notes and Company Senior
Notes and dividend and redemption obligations on the Mandatorily Convertible
Preferred Stock and obligations under the Subordinated Indemnity Agreement) when
due is dependent upon the receipt of sufficient funds from its direct and
indirect subsidiaries. SFEC is also a holding company and its ability to pay its
obligations (including debt service on the New SFEC Notes), as well as to pay
any dividends or distributions to the Company, when due is similarly dependent.
Under the terms of the indentures governing the Premier Notes, the SFTP
Senior Subordinated Notes and the New SFEC Notes, the Premier Credit Facility
and the Six Flags Credit Facility, the payment of dividends by Premier
Operations, SFEC and SFTP are subject to restrictive covenants that will
significantly restrict or prohibit their ability to pay dividends or make other
distributions to the Company. In addition, the terms of the Senior Notes and the
Mandatorily Convertible Preferred Stock permit the Company's subsidiaries to
incur additional indebtedness, the terms of which could limit or prohibit the
payment of dividends or the making of other distributions by such subsidiaries.
The Premier Credit Facility prohibits the payment of dividends by Premier
Operations to the Company for any purpose. The Six Flags Credit Facility
prohibits the payment of dividends by SFTP to SFEC or the Company, except for
dividends to provide funds to pay interest on the New SFEC Notes (but only if no
default has occurred and is continuing under the Six Flags Credit Facility). As
a result, there can be no assurance that dividends, distributions or loans to
the Company from its subsidiaries will be sufficient to fund its obligations.
If any indebtedness of any of the Company's subsidiaries were to be
accelerated, there would be no assurance that the assets of any such subsidiary
would be sufficient to repay such indebtedness. The Company's rights to
participate in the distribution of the assets of its operating subsidiaries upon
a liquidation or reorganization of such companies will be subject to the prior
claims of their respective creditors.
RESTRICTIVE DEBT COVENANTS
The Credit Facilities contain a number of significant covenants that, among
other things, restrict the ability of the Company's operating subsidiaries 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 indebtedness of such subsidiaries. In
addition, under the Credit Facilities, Premier Operations and SFTP are each
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.
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The Company is currently in compliance with the covenants and restrictions
contained in the Credit Facilities and the applicable Indentures. However, its
ability to continue to comply with financial tests and ratios in the Credit
Facilities 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 termination of the Credit Facilities (and
the acceleration of the maturity of all amounts outstanding thereunder) and, by
virtue of cross default provisions, the acceleration of the maturity of the
Senior Notes.
In addition, under the terms of the Subordinated Indemnity Agreement (which
lasts until 2028), without the consent of Time Warner, the Company cannot incur
indebtedness (other than the New SFEC Notes) at SFEC or any of its subsidiaries
that is secured by any assets of (or guaranteed by) the Company, Premier
Operations or any of its subsidiaries, or secure any indebtedness of the
Company, Premier Operations or any of its subsidiaries with any of the assets of
(or guaranteed by) SFEC or any of its subsidiaries. These covenants could
inhibit the ability of the Company to borrow in the future.
ABILITY TO MANAGE RAPID GROWTH
The Six Flags Acquisition is significantly larger than any of the Company's
previous acquisitions, and the combination and integration of the respective
operations of Six Flags and the Company will be of a substantially greater scale
than previously undertaken by the Company and will be ongoing concurrently with
the integration of Walibi, its first foreign acquisition. The increased size of
the Company's operations and the process of combining and integrating Six Flags
with the Company, particularly during the same period as the integration of
Walibi, will place substantial additional demands upon existing management
resources and require the Company to effectively redeploy such resources,
including hiring new personnel. There can be no assurance that the Company's
management will be able to successfully integrate the operations of Six Flags or
Walibi or that the anticipated benefits of the Six Flags Acquisition or the
Walibi acquisition to the Company will be realized or, if realized, as to the
timing thereof. The inability to successfully manage the integration of Six
Flags or Walibi with the Company would have a material adverse effect on the
Company's results of operations and financial condition.
UNCERTAINTY OF FUTURE ACQUISITIONS; POTENTIAL EFFECTS OF ACQUISITIONS
In addition to its recent 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 (or its operating subsidiaries), such
incurrence or assumption must comply with the limitations on the Company's
ability to incur or assume indebtedness under the Credit Facilities and the
Indentures. There can be no assurance that any future 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 acquisition. There can be no assurance that the recent
acquisitions, 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. Shares of Common
Stock were used as a portion of the aggregate consideration in certain of the
recent acquisitions. The Company may issue a substantial number of shares of
Common Stock (or convertible securities) 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.
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RISKS OF ACCIDENTS AND DISTURBANCES AT PARKS; EFFECTS OF LOCAL CONDITIONS AND
EVENTS
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. In that
connection, in June 1997, a slide collapsed at the Company's Waterworld park in
Concord, California, resulting in one fatality and the park's closure for twelve
days. The collapse had a material adverse effect on that park's 1997 operating
performance, as well as a lesser impact on the Company's Sacramento water park
(which is also named "Waterworld"), located approximately seventy miles from the
Concord park, but did not have a material effect on the balance of the Company's
1997 operations. The Company has recovered all of the Concord park's operating
shortfall under its business interruption insurance. Premier Operations'
liability insurance policies provide coverage of up to $25.0 million per loss
occurrence and require Premier Operations to pay the first $50,000 of loss per
occurrence. Six Flag's liability insurance policies provide coverage of up to
$175.0 million per loss occurrence and require Six Flags to pay the first $2.0
million per loss occurrence.
Other local conditions and events can also adversely affect attendance. For
example, in 1994, the Six Flags Magic Mountain park which was acquired in the
Six Flags Acquisition experienced significant attendance declines and
interruptions of business as a result of the Los Angeles County earthquake
centered in Northridge, California. Six Flags Over Georgia which was acquired in
the Six Flags Acquisition experienced attendance declines in 1996 as a result of
the 1996 Summer Olympics. Management believes that the geographic diversity of
the Company's theme parks reduces the effects of such occurrences on the
Company's consolidated results.
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.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
As a result of the Walibi acquisition, a portion of the Company's operations
are being conducted in Europe, and the Company has become subject to risks that
are inherent in operating outside the U.S. These risks can include difficulties
in staffing and managing foreign operations, longer payment cycles, problems in
collecting accounts receivable, political risks, unexpected changes in
regulatory requirements, fluctuations in currency exchange rates, import
restrictions or prohibitions, delays from customs brokers or government agencies
and potentially adverse tax consequences resulting from operating in multiple
jurisdictions with different tax laws. There can be no assurance that these and
other comparable risks, individually or in the aggregate, will not adversely
impact the Company's financial and operating results in Europe.
EFFECTS OF INCLEMENT WEATHER; SEASONAL FLUCTUATIONS OF OPERATING RESULTS
Because the great majority of theme parks' attractions are outdoor
activities, attendance at parks and, accordingly, the Company's revenues are
significantly affected by the weather. Additionally, seven 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 80% 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
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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, including movies, sports attractions
and vacation travel. 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.
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 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. Although
the Company entered into employment agreements through December 31, 1999 with
each of Mr. Burke and Mr. Story, there is no assurance that the Company will be
able to retain their services during that period. 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
Credit Facilities.
CERTAIN ANTI-TAKEOVER CONSIDERATIONS; CHANGE OF CONTROL
Certain provisions of the Company's Certificate of Incorporation and By-Laws
may have the effect of discouraging or delaying attempts to gain control of the
Company, including provisions which could result in the Company's stockholders
receiving less for their shares of Common Stock than otherwise might be
available in the event of a takeover attempt. These provisions include: (i)
authorizing the Board of Directors to fix the size of the Board of Directors
between three and 15 directors; (ii) authorizing directors to fill vacancies on
the Board of Directors that occur between annual meetings; and (iii) restricting
the persons who may call a special meeting of stockholders. Additionally, the
Company's authorized but unissued preferred stock can be used, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. In that connection, the Company has a plan that grants
to common stockholders rights to purchase shares of preferred stock (with
characteristics of Common Stock) upon the occurrence of certain events,
including events that could lead to a change in control. The existence of this
rights plan could discourage or hinder attempts by third parties to obtain
control of the Company. Furthermore, certain provisions of the General
Corporation Law of the State of Delaware ("DGCL") may also discourage or hinder
attempts by third parties to obtain control of the Company. In addition, certain
events that could lead to a change of control of the Company will constitute a
Change of Control under the Indentures relating to the Senior Notes (other than
the Indenture relating to the SFTP Senior Subordinated Notes), and require the
Company to make an offer to purchase these Senior Notes. A Change of Control is
also a default under the Credit Facilities. The Six Flags Transactions did not
constitute a Change of Control under the Indentures (other than the Indenture
relating to the SFTP Senior Subordinated Notes). By virtue of the Six Flags
Transactions, the Company has offered to purchase the SFTP Senior Subordinated
Notes. See "--Risks Associated with Substantial Indebtedness and Other
Obligations."
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As part of the Six Flags Acquisition, the Company obtained from Warner Bros.
and DC Comics the exclusive right for theme-park usage of certain Warner Bros.
and DC Comics characters throughout the United States (except the Las Vegas
metropolitan area) and Canada. Warner Bros. can terminate this license under
certain circumstances, including if persons engaged in the movie or television
industries obtain control of the Company.
CASH DIVIDENDS UNLIKELY
The Company has not paid dividends on its Common Stock during the three
years ended December 31, 1997 and does not anticipate paying any cash dividends
thereon in the foreseeable future. The Company's ability to pay cash dividends
on its Common Stock will be restricted under the Indentures relating to the
Company Notes and will be affected by, among other factors, the Company's
substantial indebtedness and holding company structure. See "--Risks Associated
with Substantial Indebtedness and Other Obligations" and "--Holding Company
Structure; Limitations on Access to Cash Flow of Subsidiaries."
SHARES OF COMPANY COMMON STOCK ELIGIBLE FOR FUTURE SALE
As of May 20, 1998, the Company had 37,497,566 shares of Common Stock
outstanding and approximately 5.8 million Premium Income Equity Securities
("PIES-SM-") representing interests in the Company's Mandatorily Convertible
Preferred Stock (initially convertible into 4.8 million 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. Except for the PIES, the Mandatorily Convertible Preferred Stock and
shares of Common Stock issued upon conversion of the PIES and the Mandatorily
Convertible Preferred Stock, the Company has agreed not to offer, sell, contract
to sell or otherwise issue any shares of Common Stock (except pursuant to
outstanding options and warrants) or other capital stock or securities
convertible into or exchangeable for, or any 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, including any Common Stock to be issued in
connection with the Walibi acquisition), prior to the expiration of 90 days from
March 26, 1998 without the prior written consent of Lehman Brothers Inc.
("Lehman Brothers"). The Company's officers, directors and principal
stockholders, who hold in the aggregate approximately 6.0 million shares of
Common Stock (including shares issuable upon exercise of outstanding options and
warrants and shares of outstanding restricted stock), have agreed not to sell
any such shares for 90 days from March 26, 1998 without the consent of Lehman
Brothers. Thereafter, all such shares held by the Company's officers, directors
and principal stockholders will be eligible for sale in the public market
(subject, in most cases, to applicable volume limitations and other resale
conditions imposed by Rule 144). In addition, subject to the "lock-up"
arrangements described above and a 90 day "lock-up" from March 26, 1998 agreed
by the sellers in the Initial Acquisition, holders of approximately 4.9 million
shares of Common Stock have the right to require the Company to register such
shares for sale under the Securities Act. Depending upon the level of future
revenues at Kentucky Kingdom and Walibi, the Company may be required to issue
additional shares of Common Stock (assuming the maximum number of shares of
Common Stock are issued in the Tender Offer, as hereinafter defined) with an
aggregate market value of up to $15.0 million to the sellers thereof. The
Company may also pay quarterly dividend payments on the PIES (which aggregate of
$69.9 million over three years) by issuing additional shares of Common Stock.
The sale, or the availability for sale, of substantial amounts of Common Stock
or securities convertible into Common Stock in the public market at any time
subsequent to the date of this Prospectus could adversely affect the prevailing
market price of the Common Stock. See "Description of Capital
Stock--Registration Rights."
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IMPACT OF YEAR 2000 ISSUE
An issue exists for all companies that rely on computers as the year 2000
approaches. The "Year 2000" problem is the result of using two digits rather
than four to identify the applicable year. This practice will result in
incorrect results when computers perform arithmetic operations, comparisons or
data field sorting involving years later than 1999. The Company anticipates that
it will be able to test its entire system using its internal programming staff
and outside computer consultants and intends to make any necessary modifications
to prevent disruption to its operations. Costs in connection with any such
modifications are not expected to be material. However, if such modifications
are not completed in a timely manner, the Year 2000 problem may have a material
adverse impact on the operations of the Company.
USE OF PROCEEDS
The proceeds from the sale of the Common Stock to which this Prospectus
relates will be the property of the Selling Stockholders and will be utilized by
them as they see fit. No part of the proceeds will be received by the Company,
but the Company will bear all expenses related to the registration of the Common
Stock.
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THE COMPANY
GENERAL
Premier is a Delaware corporation and is the largest regional theme park
operator and the second largest theme park company in the world, based on 1997
attendance of approximately 37 million. It operates 31 regional parks, including
15 of the 50 largest theme parks in North America, based on 1997 attendance. The
Company's theme parks serve 9 of the 10 largest metropolitan areas in the United
States. The Company estimates that approximately two-thirds of the population of
the continental United States live within a 150-mile radius of the Company's
theme parks. On a pro forma basis, the Company's total revenue and EBITDA for
the year ended December 31, 1997 was approximately $815.3 million and $232.9
million, respectively.
Prior to the Six Flags Acquisition, the Company operated nine regional theme
parks (six of which include a water park component) and four water parks located
across the United States, as well as six regional theme parks and two smaller
attractions located in Europe. During the 1997 operating season, the 11 parks
owned by the Company drew, on average, approximately 82% of their patrons from
within a 100-mile radius, with approximately 36.1% of visitors utilizing group
and other pre-sold tickets and approximately 35.7% utilizing season passes.
The parks acquired in the Six Flags Acquisition (the "Six Flags Parks")
consist of eight regional theme parks, as well as three separately gated water
parks and a wildlife safari park (each of which is located near one of the theme
parks). None of the Six Flags Parks are located within the primary market of any
of the Premier Parks. During 1997, the Six Flags Parks drew, in the aggregate,
approximately 68% of their patrons from within a 100-mile radius. During that
year, Six Flags' attendance, revenue and EBITDA totaled approximately 22.2
million, $708.7 million and $164.1 million, respectively.
Six Flags has operated regional theme parks under the Six Flags name for
over thirty years. As a result, Six Flags has established a
nationally-recognized brand name. Premier has obtained worldwide ownership of
the Six Flags brand name and expects to use the Six Flags brand name, generally
beginning in the 1999 season, at most of the Premier Parks.
The principal executive offices of the Company are located at 11501
Northeast Expressway, Oklahoma City, Oklahoma 73131, and its main telephone
number is (405) 475-7500.
PENDING TRANSACTIONS
The Company has commenced a tender offer (the "Tender Offer"), to acquire
the remaining issued and outstanding shares of Walibi stock not currently held
by the Company. The Company is offering, through a wholly-owned subsidiary, at
the election of each holder of Walibi Stock (i) BEF 2,385 in cash for each share
of Walibi stock or (ii) BEF 1,908 in cash plus 0.337 of a share of Common Stock
of the Company for each share of Walibi stock together with the right to receive
(subject to certain conditions) additional shares of Common Stock. Prior to the
Tender Offer, the Company acquired approximately 49.9% of the outstanding shares
of capital stock of Walibi from three of Walibi's principal shareholders.
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SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder and the
number of shares of Common Stock that each Selling Stockholder (i) owned of
record as of June 1, 1998, (ii) the maximum number of shares of Common Stock
which may be offered for the account of the Selling Stockholder under this
Prospectus, and (iii) the amount and percentage of Common Stock to be owned by
the Selling Stockholder after completion of the Offering assuming the sale of
all the Common Stock which may be offered hereunder.
<TABLE>
<CAPTION>
AMOUNT AND PERCENTAGE OF
COMMON STOCK OWNED AFTER
MAXIMUM NUMBER OF THE OFFERING(1)
SELLING STOCKHOLDER'S NAME AND RELATIONSHIP TO SHARES OWNED AS SHARES WHICH MAY BE --------------------------
COMPANY OF JUNE 1, 1998 OFFERED HEREUNDER AMOUNT PERCENTAGE
- ----------------------------------------------------- --------------- ------------------- ----------- -------------
<S> <C> <C> <C> <C>
Centrag S.A.......................................... 184,145 184,145 -- *
Karaba N.V........................................... 24,811 24,811 -- *
Westkoi N.V.......................................... 15,499 15,499 -- *
</TABLE>
- ------------------------
* Less than 1%.
(1) Assumes the sale of all shares of Common Stock registered hereunder,
although, to the Company's knowledge, none of the Selling Stockholders has
made any arrangements to sell any shares of Common Stock at this time.
The Company will pay the expenses of registering the shares of Common Stock
being sold hereunder which are estimated to be approximately $ .
The following is a description of material relationships between the Company
and the Selling Stockholders during the past three years:
Karaba N.V. (a company controlled by Luc Florizoone, a former member of
Walibi's board of directors) and Walibi have entered into a management agreement
whereby Karaba N.V. provides one representative to participate in the management
committee of Walibi and the general management of the corporation. Karaba N.V.
receives a fee of BEF 2.4 million per each six month period this agreement is in
effect.
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DESCRIPTION OF CAPITAL STOCK
COMPANY COMMON STOCK
The Company's authorized capital stock includes 90,000,000 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. However, each outstanding share of Common Stock currently has
attached to it one right (a "Right") issued pursuant to a Rights Agreement (the
"Rights Agreement"). Each Right entitles its registered holder to purchase
one-thousandth of a share of a junior participating series of Preferred Stock
designated to have economic and voting terms similar to those of one share of
Common Stock, as described under "--Rights Plan" below. As of May 20, 1998,
37,497,566 shares of Common Stock were outstanding and 7,065,038 shares were
reserved for future issuance (1,315,038 for options and warrants and 5,750,000
upon conversion of the Mandatorily Convertible Preferred Stock).
Bank One Trust Company, N.A., Oklahoma City, Oklahoma, is the transfer agent
and registrar for the Company 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"). 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 distributions upon liquidation of the Company, and other preferences over
the holders of the Common Stock. In addition, approximately 20,600 shares of
Preferred Stock have been reserved for issuance under the Rights Plan.
MANDATORILY CONVERTIBLE PREFERRED STOCK
The Company recently issued Premium Income Equity Securities ("PIES"), each
representing one-five hundredth of a share of Mandatorily Convertible Preferred
Stock deposited under a Deposit Agreement dated as of April 1, 1998 (the
"Deposit Agreement"), among the Company, The Bank of New York, as depositary
(the "Depositary"), and the holders from time to time of depositary receipts
executed and delivered thereunder (the "Depositary Receipts").
DIVIDENDS. Holders of the PIES are entitled to receive, through the
Depositary, when, as and if declared on the Mandatorily Convertible Preferred
Stock represented thereby by the Board of Directors, dividends from the date of
initial issuance of the PIES (which issuance will be evidenced by the initial
issuance of the Depositary Receipts) at the rate of 7 1/2 per annum or 1 7/8 per
quarter. Dividends cease to become payable by the Company to the Depositary for
distribution to the holders of the PIES when dividends cease to accrue on the
Mandatorily Convertible Preferred Stock represented thereby on the Mandatory
Conversion Date or on the date of the earlier conversion of the PIES at the
option of the holder.
Dividends may be paid, at the election of the Company, (i) out of funds
legally available therefor, (ii) through the delivery of shares of Common Stock
or (iii) through any combination of the foregoing,
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provided that a dividend may be paid in whole or in part by delivery of shares
of Common Stock only if paid on the regular dividend payment date for such
dividend.
The PIES, as representative of beneficial ownership interests in the
Mandatorily Convertible Preferred Stock, will rank on a parity, both as to
payment of dividends and distribution of assets upon liquidation, with any
preferred stock issued in the future by the Company that by its terms ranks PARI
PASSU with the Mandatorily Convertible Preferred Stock.
MANDATORY CONVERSION OF PIES. Unless voluntarily converted into Common
Stock prior thereto, on April 1, 2001 (the "Mandatory Conversion Date"), each
PIES will automatically convert into a number of shares of Common Stock at the
Conversion Rate (as defined below) and the holder thereof will have the right to
receive cash in an amount equal to the accrued and unpaid dividends on the
Mandatorily Convertible Preferred Stock represented by such PIES to the
Mandatory Conversion Date (other than previously declared dividends deliverable
to a holder of record of the Depositary Receipt evidencing such PIES as of a
prior date), whether or not declared, out of funds legally available for the
payment of dividends, subject to any applicable requirements of other Preferred
Stock. The "Conversion Rate" is equal to (a) if the Conversion Price (as defined
below) is greater than or equal to $65.00 (the "Threshold Appreciation Price"),
.8308 shares of Common Stock per PIES, (b) if the Conversion Price is less than
the Threshold Appreciation Price but is greater than $54.00 (the "Initial
Price"), a fraction, equal to the Initial Price divided by the Conversion Price,
of one share of Common Stock per PIES and (c) if the Conversion Price is less
than or equal to the Initial Price, one share of Common Stock per PIES. The
Conversion Rate, the Threshold Appreciation Price and the Initial Price are each
subject to adjustment in certain circumstances, including if the Company shall
(a) pay a stock dividend or make a distribution with respect to its Common Stock
in shares of Common Stock, (b) subdivide or split its outstanding Common Stock,
(c) combine its outstanding Common Stock into a smaller number of shares, (d)
issue by reclassification of its shares of Common Stock any shares of Common
Stock, (e) issue rights or warrants to all holders of its Common Stock entitling
them to subscribe for or purchase shares of Common Stock at a price per share
less than the Current Market Price (as defined in the Certificate of
Designation) of the Common Stock on the record date for the determination of
stockholders entitled to receive such rights or warrants, or (f) pay certain
dividends or distribute to all holders of its Common Stock evidences of its
indebtedness, cash or other assets or issue rights or warrants (other than those
referred to in clause (e) above) to all holders of its Common Stock entitling
them to subscribe for or purchase any of its securities.
The "Conversion Price" is the average Closing Price per share of Common
Stock for the 20 trading days immediately prior to (but not including) the
Mandatory Conversion Date; provided, however, that, if there are not 20 trading
days for the Common Stock occurring later than the 60th calendar day immediately
prior to, but not including, the Mandatory Conversion Date, the "Conversion
Price" will be the market value per share of Common Stock as of the Mandatory
Conversion Date as determined by a nationally recognized investment banking firm
retained for such purpose by the Company. The Conversion Price is subject to
adjustment in certain circumstances.
CONVERSION AT THE OPTION OF THE HOLDER. The PIES are convertible, in whole
but not in part, at the option of the holders thereof, at any time prior to the
Mandatory Conversion Date, into shares of Common Stock at a rate of .8308 shares
of Common Stock for each PIES (the "Optional Conversion Rate"), equivalent, for
each PIES, to a conversion price of $65.00 per share of Common Stock (the
"Optional Conversion Price"), subject to adjustment in the circumstances
described above with respect to the Conversion Rate.
LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Company, and subject to the rights
of holders of any other series of Preferred Stock, the holders of PIES will be
entitled to receive an amount equal to the per share price to the public of the
PIES plus accrued and unpaid dividends on the Mandatorily Convertible Preferred
Stock represented thereby, out of
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the assets of the Company available for distribution to stockholders, before any
distribution of assets is made to holders of junior ranking stock upon
liquidation, dissolution or winding up.
VOTING RIGHTS. The holders of shares of Mandatorily Convertible Preferred
Stock (including shares of Mandatorily Convertible Preferred Stock represented
by PIES) are not entitled to any voting rights, except as required by applicable
state law and as described below.
In the event that dividends on the Mandatorily Convertible Preferred Stock
(including shares of Mandatorily Convertible Preferred Stock represented by
PIES) or any other series of Preferred Stock are in arrears and unpaid for six
quarterly dividend periods, or if any other series of Preferred Stock shall be
entitled for any other reason to exercise voting rights, separate from the
Common Stock to elect any Directors of the Company ("Preferred Stock
Directors"), the holders of the shares of Mandatorily Convertible Preferred
Stock (voting separately as a class with holders of all other series of
Preferred Stock which does not have a separate class vote and upon which like
voting rights have been conferred and are exercisable), will be entitled to vote
for the election of two Preferred Stock Directors, such Directors to be in
addition to the number of Directors constituting the Board of Directors
immediately prior to the accrual of such right.
The Company will not, without the approval of the holders of at least 66 2/3
percent of all the shares of Mandatorily Convertible Preferred Stock then
outstanding: (i) amend, alter or repeal any of the provisions of the Restated
Certificate of Incorporation or the By-laws of the Company so as to affect
adversely the powers, preferences or rights of the holders of the shares of
Mandatorily Convertible Preferred Stock then outstanding or reduce the minimum
time required for any notice to which only the holders of the shares of
Mandatorily Convertible Preferred Stock then outstanding may be entitled; (ii)
create any series of preferred stock ranking prior to the shares of Mandatorily
Convertible Preferred Stock as to payment of dividends or the distribution of
assets upon liquidation; or (iii) authorize or create, or increase the
authorized amount of, any capital stock, or any security convertible into
capital stock, of any class ranking prior to the shares of Mandatorily
Convertible Preferred Stock as to payment of dividends or the distribution of
assets upon liquidation.
Holders of PIES and Mandatorily Convertible Preferred Stock have no
preemptive rights.
REGISTRATION RIGHTS
Holders of approximately 4.9 million shares of Common Stock have the right
to require the Company to register such shares for sale under the Securities
Act. 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 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 May 20, 1998 the Company had 37,497,566 shares of Common Stock
outstanding and approximately 5.8 million PIES (initially convertible into 4.8
million 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. Except for the Common Stock to be
sold in the proposed Common Stock Offering, the PIES, the Mandatorily
Convertible Preferred Stock and shares of Common Stock issued upon conversion of
the PIES and the Mandatorily Convertible Preferred Stock, the Company has agreed
not to offer, sell, contract to sell or otherwise issue any shares of Common
Stock (except pursuant to outstanding options and warrants) or
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<PAGE>
other capital stock or securities convertible into or exchangeable for, or any
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, including any Common
Stock to be issued in connection with the Walibi acquisition), prior to the
expiration of 90 days from March 26, 1998 without the prior written consent of
Lehman Brothers. The Company's officers, directors and principal stockholders,
who hold in the aggregate approximately 6.0 million shares of Common Stock
(including shares issuable upon exercise of outstanding options and warrants and
shares of outstanding restricted stock), have agreed not to sell any such shares
for 90 days from March 26, 1998 without the consent of Lehman Brothers.
Thereafter, all such shares held by the Company's officers, directors and
principal stockholders will be eligible for sale in the public market (subject,
in most cases, to applicable volume limitations and other resale conditions
imposed by Rule 144). In addition, subject to the "lock-up" arrangements
described above and a 90 day "lock-up" from March 26, 1998 agreed by the sellers
in the Initial Acquisition, holders of approximately 4.9 million shares of
Company Common Stock have the right to require the Company to register such
shares for sale under the Securities Act. Depending upon the level of future
revenues at Kentucky Kingdom and Walibi, the Company may be required to issue
additional shares of Common Stock (assuming the maximum number of shares of
Common Stock are issued in the Walibi Tender Offer) with an aggregate market
value of up to $15.0 million to the sellers thereof. The Company may also pay
quarterly dividend payments on the PIES (which aggregate $69.9 million over
three years) by issuing additional shares of Common Stock. The sale, or the
availability for sale, of substantial amounts of Common Stock or securities
convertible into Common Stock in the public market at any time subsequent to the
date of this Prospectus could adversely affect the prevailing market price of
the Common Stock.
RIGHTS PLAN
Each outstanding share of Common Stock currently has attached to it one
Right issued pursuant to the Rights Agreement. Each Right entitles its
registered holder to purchase one-thousandth of a share of a junior
participating series of Preferred Stock designated to have economic and voting
terms similar to those of one share of Common Stock, for $25.00, subject to
adjustment (the "Rights Exercise Price"), but only after the earlier to occur of
(i) the tenth day following a public announcement that a person or group of
affiliated or associated persons has acquired beneficial ownership of 15% or
more of the outstanding voting stock of the Company (an "Acquiring Person") or
(ii) the tenth business day (or such later date as may be determined by the
Board of Directors prior to such time as any person becomes an Acquiring Person)
after the date (the "Flip-in Date") of the commencement or announcement of a
person's or group's intention to commence a tender or exchange offer whose
consummation will result in the ownership of 15% or more of the Company's
outstanding voting stock (even if no shares are actually purchased pursuant to
such offer) (in either case, the "Separation Time"). The Rights will not trade
separately from the shares of Common Stock unless and until the Separation Time
occurs.
The Rights Agreement provides that an Acquiring Person does not include (A)
the Company, (B) any subsidiary of the Company, (C) any employee benefit plan or
employee stock plan of the Company, or any trust or other entity organized,
appointed, established or holding Common Stock for or pursuant to the terms of
any such plan or (D) any person whose ownership of 15% or more of the shares of
voting stock of the Company then outstanding results solely from (i) any action
or transaction approved by the Board of Directors before such person acquires
such 15% beneficial ownership or (ii) a reduction in the number of issued and
outstanding shares of voting stock of the Company pursuant to a transaction or
transactions approved by the Board of Directors (provided that any person that
does not become an Acquiring Person by reason of clause (i) or (ii) above shall
become an Acquiring Person upon his acquisition of any additional 1% of the
Company's voting stock unless such acquisition of additional voting stock will
not result in such person becoming an Acquiring Person by reason of such clause
(i) or (ii)).
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The Rights will not be exercisable until the business day following the
Separation Time. The Rights will expire on the earlier of (i) the close of
business on December 10, 2007 and (ii) the date on which the Rights are redeemed
or terminated as described below. The Rights Exercise Price and the number of
Rights outstanding, or in certain circumstances the securities purchasable upon
exercise of the Rights, are subject to adjustment upon the occurrence of certain
events.
Once any person becomes an Acquiring Person, unless the Rights are earlier
redeemed or exchanged as described below, if
(i) the Company were to be merged into or consolidated with another entity
(whether or not related to a 15% stockholder),
(ii) the Company were to merge with another entity (whether or not related to a
15% stockholder) and be the surviving corporation, but any shares of the
Common Stock were changed into or exchanged for other securities or
assets, or
(iii) more than 50% of the Company's assets or earning power were to be sold in
one or a series of related transactions,
each Right then outstanding would "flip-over" and would require that its holder
be entitled to buy, at the exercise price, that number of shares of common stock
of the acquiring company which at the time of the merger or sale would have a
market value of two times the exercise price of the Right (I.E., a discount of
50%). Any business combination not providing for the issuance of common stock of
the acquiring company in compliance with such provisions would be prohibited.
Unless the Rights are earlier redeemed or exchanged as described below, if a
person or group becomes the beneficial owner of 15% or more of the Company's
voting stock, each Right not owned by such stockholder would become exercisable,
at the Rights Exercise Price, for that number of shares of Preferred Stock which
at the time of such transaction would have a market value of two times the
Rights Exercise Price.
At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
voting stock of the Company and before the acquisition by a person or group of
50% or more of the outstanding voting stock of the Company, the Board of
Directors may elect to cause the Company to exchange the Rights (other than
Rights owned by such person or group which have become void), in whole or in
part, at an exchange ratio of one share of the Common Stock per Right, subject
to adjustment.
The Rights are redeemable by the Company by a vote of a majority of the
Board of Directors at a price of $.01 per Right at any time prior to the close
of business on the Flip-in Date (or at such later date as may be authorized by
the Board of Directors and a majority of the Continuing Directors (as defined in
the Rights Agreement)). The Rights may be redeemed after the time that any
person has become an Acquiring Person only if approved by a majority of the
Continuing Directors. The Rights have no voting rights, and they are not
entitled to dividends.
The Rights will not prevent a takeover of the Company. The Rights, however,
may cause substantial dilution to a person or group that acquires 15 percent or
more of the Common Stock unless the Rights are first redeemed or terminated by
the Board of Directors of the Company. Nevertheless, the Rights should not
interfere with a transaction that, in the judgment of the Board of Directors, is
in the best interests of the Company and its stockholders because the Rights can
be redeemed, as hereinabove described, before the consummation of such
transaction.
The complete terms of the Rights are set forth in the Rights Agreement. The
Rights Agreement is incorporated by reference in this Prospectus and the
foregoing description is qualified in its entirety by reference thereto. A copy
of the Rights Agreement can be obtained upon written request to the Rights
Agent.
17
<PAGE>
DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS
Certain provisions of the DGCL may also be considered to have an
anti-takeover effect. Section 203 of the DGCL prohibits a Delaware corporation
from engaging in a "business combination" with an "interested stockholder" for a
period of three years after the time of the transaction in which the person
became an interested stockholder unless (i) prior to the time the person became
an interested stockholder, either the business combination or the transaction
which resulted in the person becoming an interested stockholder is approved by
the Board of Directors of the corporation, (ii) upon consummation of the
transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 85% of the outstanding
voting stock, or (iii) on or after such time the business combination is
approved by the Board of Directors and by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder. A "business combination" includes mergers, asset sales and other
transactions resulting in a financial benefit to the stockholder. An "interested
stockholder" is a person who owns 15% or more of the corporation's outstanding
voting stock or who is an affiliate or associate of the corporation and was the
owner of 15% or more of the outstanding voting stock of the corporation at any
time within the three-year period immediately prior to the date on which it is
sought to be determined whether such person is an interested stockholder, as
well as the affiliates and associates of such person. The restrictions of
Section 203 do not apply if, among other things, a corporation, by action of its
stockholders, adopts an amendment to its certificate of incorporation or by-laws
expressly electing not to be governed by Section 203, PROVIDED THAT, in addition
to any other vote required by law, such amendment to the certificate of
incorporation or by-laws must be approved by the affirmative vote of a majority
of the shares entitled to vote. Moreover, an amendment so adopted is not
effective until twelve months after its adoption and does not apply to any
business combination between the corporation and any person who became an
interested stockholder of such corporation on or prior to such adoption. The
Company's Restated Certificate of Incorporation and By-Laws do not currently
contain any provisions electing not to be governed by Section 203 of the DGCL.
In addition, the Restated Certificate of Incorporation and By-Laws of the
Company contain a number of provisions which may be deemed to have the effect of
discouraging or delaying attempts to gain control of the Company, including (i)
authorizing the Board of Directors to fix the size of the Board of Directors
between three and 15 directors; (ii) authorizing directors to fill vacancies on
the Board of Directors that occur between annual meetings; (iii) restricting the
persons who may call a special meeting of stockholders; and (iv) authorizing the
issuance of Preferred Stock. Facilities will require the Company to make an
offer to purchase the Company Senior Discount Notes and the Company Senior Notes
and repay all indebtedness under the Credit Facilities upon a Change of Control
(as defined therein) of the Company.
The existence of the foregoing provisions could result in (i) the Company
being less attractive to a potential acquiror and (ii) the Company's
stockholders receiving less for their shares of Common Stock than otherwise
might be available in the event of a take-over attempt.
18
<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the offering to which this
Prospectus relates. The Selling Stockholders may sell the securities offered
hereby through underwriters or dealers, through brokers or other agents, or
directly to one or more purchasers in one or more transactions in the over-the-
counter market, if such a market develops, or in privately negotiated
transactions, or in a combination of such transactions. Such transactions may be
effected by the Selling Stockholders at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Such underwriters, dealers, brokers or
other agents may receive compensation in the form of discounts or commissions
from the Selling Stockholders and may receive commissions from the purchasers of
such securities for whom they act as agent.
Any Selling Stockholder and any dealer, broker or other agent selling
securities offered hereby for the Selling Stockholders or purchasing any such
securities from a Selling Stockholder for purposes of resale may be deemed to be
an underwriter under the Securities Act and any compensation received by such
Selling Stockholder, dealer, broker or other agent may be deemed underwriting
compensation. Neither the Company nor the Selling Stockholders can presently
estimate the amount of such compensation. The Company knows of no existing
arrangements between any Selling Stockholder and any other Selling Stockholder,
dealer, or broker or other agent.
To comply with certain states' securities laws, if applicable, the
securities offered hereby may be sold in such states only through brokers or
dealers. In addition, in certain states the securities may not be sold unless
they have been registered or qualified for sale in such state or an exemption
from registration or qualification is available and is complied with.
The Company has agreed to pay, with certain limited exceptions, all the
expenses incurred in connection with the preparation and filing of this
Prospectus and the related Registration Statement, including the Securities Act
registration and filing fees, fees and expenses of compliance with securities or
"blue sky" laws, messenger and delivery expenses, fees and expenses of counsel
for the Company and its independent certified public accountants, securities
acts liability insurance (if the Company elects to purchase such insurance), the
fees and expenses of any special experts retained by the Company in connection
with such registration, and fees and expenses of other persons retained by the
Company. The Company estimates that the foregoing expenses in connection with
the registration of the securities will be approximately $10,000. In no event
shall the Company pay for any (i) underwriting discounts, commissions, or fees
attributable to the sale of the securities registrable pursuant to the
registration rights, (ii) fees and expenses of any counsel, accountants, or
other persons retained or employed by the Selling Stockholders or (iii) printing
expenses.
The Common Stock is listed on the NYSE.
LEGAL MATTERS
The validity of the issuance of the securities offered hereby has been
passed upon for the Company by Weil, Gotshal & Manges LLP, Dallas, Texas.
EXPERTS
The consolidated financial statements of the Company as of December 31, 1997
and 1996, and for each of the years in the three-year period ended December 31,
1997, have been incorporated by reference herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.
19
<PAGE>
The financial statements of Six Flags Entertainment Corporation as of
December 28, 1997 and December 29, 1996 and for the three years ended December
28, 1997, December 29, 1996 and December 31, 1995 appearing in the Company's
Registration Statement on Form S-4 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 audited financial statements of Kentucky Kingdom, Inc. as of November 2,
1997 and for the year then ended incorporated in this Prospectus by reference
from the Company's amended report on Form 8-K/A have been audited by Carpenter,
Mountjoy & Bressler, PSC, independent auditors, as stated in their report, which
is incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting
and auditing.
The financial statements of Walibi, S.A. at December 31, 1997 and for the
year then ended, appearing in the Company's Registration Statement on Form S-4
have been audited by Coopers & Lybrand Reviseurs d' Entreprises, independent
auditors, as set forth in their report thereon included therein. Such financial
statements are incorporated herein by reference in reliance upon the report of
such firm given upon the authority of such firm as experts in accounting and
auditing.
20
<PAGE>
- ---------------------------------------------------------
---------------------------------------------------------
- ---------------------------------------------------------
---------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES 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 THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Available Information............................. 1
Incorporation of Certain Documents by Reference... 1
Risk Factors...................................... 3
Use of Proceeds................................... 10
The Company....................................... 11
Selling Stockholders.............................. 12
Description of Capital Stock...................... 13
Plan of Distribution.............................. 19
Legal Matters..................................... 19
Experts........................................... 19
</TABLE>
224,455 SHARES
PREMIER PARKS INC.
COMMON STOCK
(PAR VALUE $0.05 PER SHARE)
---------------
PROSPECTUS
----------------
JUNE , 1998
- ---------------------------------------------------------
---------------------------------------------------------
- ---------------------------------------------------------
---------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by Premier Parks, Inc. (the "Company") in
connection with the registration of the securities offered hereby, other than
underwriting discounts and commissions, are as follows:
<TABLE>
<S> <C>
SEC filing fee.................................................... $
Printing and engraving expenses...................................
Legal fees and expenses...........................................
Accounting fees and expenses......................................
Transfer agent and registrar fees.................................
Miscellaneous.....................................................
---------
Total........................................................... $
---------
---------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation and Bylaws of the Company provide
for the indemnification of directors and officers to the fullest extent
permitted by the DGCL. Pursuant to the provisions of Section 145 of the DGCL,
the Company has the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the Company) by
reason of the fact that he is or was a director, officer, employee, or agent of
the Company against any and all expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with such action,
suite or proceeding. The power to indemnify applies only if such person acted in
good faith and in a manner he reasonably believed to be in the best interest, or
not opposed to the best interest, of the Company and with respect to any
criminal actions or proceeding, had no reasonable cause to believe his conduct
was unlawful.
Indemnification is not available if such person has been adjudged to have
been liable to the Company, unless and only to the extent the court in which
such action was brought determines that, despite the adjudication of liability,
but in view of all the circumstances, the person is reasonably and fairly
entitled to indemnification for such expenses as the court shall deem proper.
The Company has the power to purchase and maintain insurance for such persons.
The statutes also expressly provide that the power to indemnify authorized
thereby is not exclusive of any rights granted under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise.
The above discussion of the Restated Certificate of Incorporation and Bylaws
of the Company and of Section 145 of the DGCL is not intended to be exhaustive
and is qualified in its entirety by such Restated Certificate of Incorporation
and Bylaws of the Company and the DGCL.
The Company also carries director and officer liability insurance policies.
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 thereof in the successful defense of any action, suit or
proceeding) is asserted by a 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 of whether such
indemnification by it
II-1
<PAGE>
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ---------- -------------------------------------------------------------------------------------------------
<C> <S> <C>
2.1 Stock Purchase Agreement dated as of December 15, 1997, by and among the Registrant, Centrag
S.A., Karaba N.V., and Westkoi N.V. (the "Stock Purchase Agreement")--incorporated by reference
from Exhibit 2(a) to the Registrant's Registration Statement on Form S-4 (Reg. No. 333-48307)
filed with the Securities and Exchange Commission on May 8, 1998.................................
2.2 Amendment No. 1 to Stock Purchase Agreement dated March 26, 1998--incorporated by reference from
Exhibit 2(b) to the Registrant's Registration Statement on Form S-4 (Reg. No. 333-48307) filed
with the Securities and Exchange Commission on May 8, 1998.......................................
2.3 Agreement and Plan of Merger dated February 9, 1998, among the Registrant, the subsidiaries of
the Registrant named therein, the holders of capital stock of Six Flags Entertainment Corporation
and Six Flags Entertainment Corporation--incorporated by reference from Exhibit 10(a) to the
Registrant's Current Report on Form 8-K dated April 9, 1998......................................
4.1 Certificate of Incorporation of the Company--incorporated by reference from the Registrant's
Registration Statement on Form S-3 dated March 25, 1998..........................................
4.2 Bylaws of the Company--incorporated by reference from the Registrant's Registration Statement on
Form S-3 dated March 25, 1998....................................................................
4.3 Rights Agreement, dated January 12, 1998, between the Registrant and Bank One Trust Company, N.A.
as Rights Agent (including certificate of designation of Series A Junior Participating Preferred
Stock) incorporated by reference from Exhibit 4.1 to the Registrant's Current Report on Form 8-K,
dated December 15, 1997..........................................................................
5.1 Opinion of Weil, Gotshal & Manges LLP*...........................................................
23.1 Consents of Weil, Gotshal & Manges LLP (included in Exhibit 5.1)*................................
23.2 Consent of KPMG Peat Marwick LLP*................................................................
23.3 Consent of Ernst & Young LLP*....................................................................
23.4 Consent of Coopers & Lybrand Reviseurs d'Entreprises/Bedrijfsrevisoren BCV/SCC*..................
23.5 Consent of Carpenter Mountjoy & Bressler, PSC*...................................................
24.1 Power of Attorney (included on the signature pages hereto)
</TABLE>
- ------------------------
* Filed herewith.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
II-2
<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act.
(ii) To reflect in the prospectus any facts or events after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) 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;
provided, however, that the undertakings set forth in Paragraph (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
2. 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.
3. 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.
4. That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to section 13(a) or
section 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 offering therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
5. That, 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended the
Registrant 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 on the 4th day of June, 1998.
PREMIER PARKS INC.
By: /s/ JAMES F. DANNHAUSER
------------------------------------------
James F. Dannhauser
CHIEF FINANCIAL OFFICER
Each director and officer whose signature appears below constitutes and
appoints Kieran E. Burke, Gary Story and James F. Dannhauser, 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, and to file the same, with all exhibits thereto and all other
documents in connection therewith, with the 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, this registration
statement on Form S-3 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 June 4, 1998
Kieran E. Burke (principal executive officer)
/s/ GARY STORY
------------------------------------------- Director, President and Chief June 4, 1998
Gary Story Operating Officer
/s/ JAMES F. DANNHAUSER Chief Financial Officer and
------------------------------------------- Director (principal financial and June 4, 1998
James F. Dannhauser accounting officer)
/s/ PAUL A. BIDDELMAN
------------------------------------------- Director June 4, 1998
Paul A. Biddelman
/s/ MICHAEL E. GELLERT
------------------------------------------- Director June 4, 1998
Michael E. Gellert
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
<C> <S> <C>
/s/ JACK TYRRELL
------------------------------------------- Director June 4, 1998
Jack Tyrrell
/s/ SANDY GURTLER
------------------------------------------- Director June 4, 1998
Sandy Gurtler
/s/ CHARLES R. WOOD
------------------------------------------- Director June 4, 1998
Charles R. Wood
</TABLE>
<PAGE>
[Weil, Gotshal & Manges LLP Letterhead]
June 4, 1998
Premier Parks Inc.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
Ladies and Gentlemen:
We have acted as counsel to Premier Parks Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended, relating to the proposed offering of up to 224,455
shares of common stock, par value $0.05 per share, of the Company (the
"Shares") by certain stockholders of the Company (the "Selling
Stockholders"). Capitalized terms defined in the Registration Statement and
used but not otherwise defined herein are used herein as so defined.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation
of the Company as amended, and such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of
public officials and of officers and representatives of the Company, and have
made such inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed or photostatic
copies and the authenticity of the originals of such latter documents. We
have also assumed the due incorporation and valid existence of the Company.
As to all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Company.
<PAGE>
June 4, 1998
Page 2
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
The Shares are duly authorized, validly issued, fully paid and
nonassessable.
The opinions expressed herein are limited to the corporate laws of
the State of Delaware and we express no opinion as to the effect on the
matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Premier Parks Inc.:
We consent to incorporation by reference in the registration statement on
Form S-3 of Premier Parks Inc. of our report dated February 23, 1998, relating
to the consolidated balance sheets of Premier Parks Inc. and subsidiaries as of
December 31, 1997 and 1996 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, 1997, which report appears in the December
31, 1997 annual report on Form 10-K 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
June 3, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference in this Registration Statement on Form S-3
relating to the registration of 224,455 shares of Premier Parks, Inc. Common
Stock of our report dated February 14, 1998, with respect to the financial
statements of Six Flags Entertainment Corporation appearing in the Registration
Statement on Form S-4 (No. 333-48307) of Premier Parks Inc.
Ernst & Young LLP
New York, New York
May 28, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Walibi S.A.
We consent to the incorporation by reference in this Registration Statement
of Premier Parks Inc. on Form S-3 (File No. 333-xxxxx) of our report dated March
18, 1998 on our audits of the financial statements of Walibi S.A. appearing in
Premier Parks Inc.'s Registration Statement on Form S-4. We also consent to the
reference of our firm under the caption "Experts" in this Registration
Statement.
Coopers & Lybrand
Reviseurs
d'Entreprises/Bedrijfsrevisoren
BCV/SCC
represented by
/s/ Philippe Barbier
Philippe Barbier
Brussels, Belgium
June 3, 1998
<PAGE>
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Kentucky Kingdom, Inc.
We consent to the incorporation by reference in the registration statement
on Form S-3 of Premier Parks Inc. of our report dated December 12, 1997, except
as to Note K which is as of March 4, 1998, relating to the balance sheet of
Kentucky Kingdom as of November 2, 1997, and the related statements of income,
changes in stockholders equity and cash flows for the year then ended, which
report appears in the amended report on Form 8-K/A of Premier Parks Inc. and to
the reference to our firm under the heading "Experts" in the Prospectus.
Carpenter, Mountjoy & Bressler, PSC
Louisville, Kentucky
June 3, 1998
