PREMIER PARKS INC, S-8, 1998-07-16

PREMIER PARKS INC
S-8, 1998-07-16
MISCELLANEOUS AMUSEMENT & RECREATION

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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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DELAWARE 13-3995059
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) Number)

11501 NORTHEAST EXPRESSWAY 73131
OKLAHOMA CITY, OKLAHOMA
(Address of Principal (Zip Code)
Executive Offices)
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PREMIER PARKS INC. 1993 STOCK OPTION AND INCENTIVE PLAN
PREMIER PARKS INC. 1995 STOCK OPTION AND INCENTIVE PLAN
PREMIER PARKS INC. 1996 STOCK OPTION AND INCENTIVE PLAN
PREMIER PARKS INC. 1998 STOCK OPTION AND INCENTIVE PLAN
AGREEMENT WITH KIERAN E. BURKE
EMPLOYMENT AGREEMENT WITH KIERAN E. BURKE
EMPLOYMENT AGREEMENT WITH GARY STORY
EMPLOYMENT AGREEMENT WITH JAMES F. DANNHAUSER
AGREEMENT WITH JAMES M. COUGHLIN
(Full title of the plans)
KIERAN E. BURKE
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
(Name and address of agent for service)
(405) 475-2500
(Telephone number, including area code, of agent for service)
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COPIES TO:
JAMES M. COUGHLIN, ESQ.
122 East 42nd Street
New York, New York 10168
(212) 599-4690
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CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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Shares of Common Stock, $.05 par value(2)... 143,200 $5 $716,000 $211
36,000 $7 1/2 $270,000 $80
68,800 $8 1/4 $567,600 $167
2,000 $65 1/4 $130,500 $38
Shares of Common Stock, $.05 par value(3)... 179,200 $8 1/4 $1,478,400 $436
90,800 $22 $1,997,600 $589
Shares of Common Stock, $.05 par value(4)... 246,700 $22 $5,427,400 $1,601
20,000 $53 1/8 $1,062,500 $313
15,000 $29 $435,000 $128
468,300 $65 1/4 $30,556,575 $9,014
Shares of Common Stock, $.05 par value(5)... 4,000,000 $65 1/4 $261,000,000 $76,995
Shares of Common Stock, $.05 par value(6)... 340,020 $65 1/4 $22,186,305 $6,545
Shares of Common Stock, $.05 par value(7)... 300,000 $65 1/4 $19,575,000 $5,775
Shares of Common Stock, $.05 par value(8)... 259,980 $65 1/4 $16,963,695 $5,004
Shares of Common Stock, $.05 par value(9)... 10,000 $65 1/4 $652,500 $192
Shares of Common Stock, $0.5 par 30,000 $65 1/4 $1,957,000 $577
value(10).................................
Shares of Common Stock, $.05 par 45,038 $1 $45,038 $13
value(11).................................
TOTAL....................................... 6,255,038 $365,021,113 $107,678
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
(2) Issuable upon the exercise of options granted or to be granted pursuant to
the Premier Parks Inc. 1993 Stock Incentive Plan.
(3) Issuable upon the exercise of options granted or to be granted pursuant to
the Premier Parks Inc. 1995 Stock Incentive Plan.
(4) Issuable upon the exercise of options granted or to be granted pursuant to
the Premier Parks Inc. 1996 Stock Incentive Plan.
(5) Issuable upon the exercise of options granted or to be granted pursuant to
the Premier Parks Inc. 1998 Stock Incentive Plan.
(6) Issued and issuable to Kieran E. Burke pursuant to the Employment Agreement
dated as of July 31, 1997, between Premier Parks Inc. and Kieran E. Burke.
(7) Issued and issuable to Gary Story pursuant to the Employment Agreement
dated as of July 31, 1997, between Premier Parks Inc. and Gary Story.
(8) Issued and issuable to James F. Dannhauser pursuant to the Employment
Agreement dated as of July 31, 1997, between Premier Parks Inc. and James
F. Dannhauser.
(9) Issued and issuable to James M. Coughlin pursuant to the Agreement dated as
of June 9, 1998, between Premier Parks Inc. and James M. Coughlin.
(10) Issued to Kieran E. Burke pursuant to Stock Purchase and Warrant Issuance
Agreement dated October 16, 1989, between Premier Parks Inc. and Kieran E.
Burke (the "Burke Agreement").
(11) Issuable upon exercise of warrants to purchase Common Stock, granted to
Kieran E. Burke pursuant to the Burke Agreement.

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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), the documents containing the information specified in Part I
of Form S-8 will be sent or given to Kieran E. Burke, regarding the shares of
Common Stock issued and issuable pursuant to the Employment Agreement dated as
of July 31, 1997, between Premier Parks Inc. and Kieran E. Burke (the "Burke
Employment Agreement"), Gary Story, regarding the shares of Common Stock issued
and issuable pursuant to the Employment Agreement dated as of July 31, 1997,
between Premier Parks Inc. and Gary Story (the "Story Employment Agreement"),
James F. Dannhauser, regarding the shares of Common Stock issued and issuable
pursuant to the Employment Agreement dated as of July 31, 1997, between Premier
Parks Inc. and James F. Dannhauser (the "Dannhauser Employment Agreement"),
James M. Coughlin, regarding the shares of Common Stock issued and issuable
pursuant to the Agreement dated as of June 9, 1998 between Premier Parks Inc.
and James M. Coughlin (the "Coughlin Agreement," and together with the Burke
Employment Agreement, the Story Employment Agreement and the Dannhauser
Employment Agreement, the "Employment Agreements"), Kieran E. Burke, regarding
shares of Common Stock issued and shares of Common Stock issuable upon exercise
of warrants to purchase Common Stock, pursuant to the Stock Purchase and Warrant
Issuance Agreement dated October 16, 1989, between Premier Parks Inc. and Kieran
E. Burke (the "Burke Agreement") and each participant in each of the Premier
Parks Inc. 1993 Stock Option and Incentive Plan (the "1993 Plan"), the Premier
Parks Inc. 1995 Stock Option and Incentive Plan (the "1995 Plan"), the Premier
Parks Inc. 1996 Stock Option and Incentive Plan (the "1996 Plan") and the
Premier Parks Inc. 1998 Stock Option and Incentive Plan (the "1998 Plan," and
together with the Employment Agreements, the Burke Agreement, the 1993 Plan, the
1995 Plan and the 1996 Plan, the "Plans"). These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute the Section 10(a) Prospectus.

1
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EXPLANATORY NOTE

The Reoffer Prospectus which is filed as a part of this Registration
Statement has been prepared in accordance with the requirements of Part I of
Form S-3 and may be used for reoffers or resales of the shares of Common Stock
of the Company acquired by the persons named therein pursuant to each of the
Plans.

i
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REOFFER PROSPECTUS
PREMIER PARKS INC.

250,000 SHARES OF COMMON STOCK UNDER THE COMPANY'S
1993 STOCK OPTION AND INCENTIVE PLAN
270,000 SHARES OF COMMON STOCK UNDER THE COMPANY'S
1995 STOCK OPTION AND INCENTIVE PLAN
750,000 SHARES OF COMMON STOCK UNDER THE COMPANY'S
1996 STOCK OPTION AND INCENTIVE PLAN
4,000,000 SHARES OF COMMON STOCK UNDER THE COMPANY'S
1998 STOCK OPTION AND INCENTIVE PLAN
75,038 SHARES OF COMMON STOCK UNDER AGREEMENT,
DATED OCTOBER 16, 1989
910,000 SHARES OF COMMON STOCK UNDER CERTAIN
EMPLOYMENT AGREEMENTS

ON MARCH 24, 1998, THE COMPANY THEN KNOWN AS PREMIER PARKS INC. ("PREMIER
OPERATIONS") MERGED (THE "MERGER") WITH AN INDIRECT WHOLLY-OWNED SUBSIDIARY
THEREOF, PURSUANT TO WHICH PREMIER OPERATIONS BECAME A WHOLLY-OWNED SUBSIDIARY
OF PREMIER PARKS HOLDINGS CORPORATION ("HOLDINGS") AND THE HOLDERS OF SHARES OF
COMMON STOCK OF PREMIER OPERATIONS BECAME, ON A SHARE-FOR-SHARE BASIS, HOLDERS
OF COMMON STOCK OF HOLDINGS. ON THE DATE OF THE MERGER, PREMIER OPERATIONS' NAME
WAS CHANGED TO PREMIER PARKS OPERATIONS INC. AND HOLDINGS' NAME WAS CHANGED TO
PREMIER PARKS INC. REFERENCES HEREIN TO THE "COMPANY" OR "PREMIER" MEAN (I) FOR
ALL PERIODS OR DATES PRIOR TO MARCH 24, 1998, PREMIER OPERATIONS AND ITS
CONSOLIDATED SUBSIDIARIES AND (II) FOR ALL SUBSEQUENT PERIODS OR DATES, HOLDINGS
AND ITS CONSOLIDATED SUBSIDIARIES (INCLUDING PREMIER OPERATIONS).

THIS REOFFER PROSPECTUS ("PROSPECTUS") IS BEING USED IN CONNECTION WITH THE
OFFERING BY CERTAIN SELLING STOCKHOLDERS (THE "SELLING STOCKHOLDERS") OF PREMIER
PARKS INC. (THE "COMPANY" OR "PREMIER"), WHO MAY BE DEEMED "AFFILIATES" OF THE
COMPANY, OF SHARES OF COMMON STOCK OF THE COMPANY, PAR VALUE $.05 PER SHARE (THE
"COMMON STOCK"), THAT MAY BE ACQUIRED BY THEM AND ARE AVAILABLE TO BE RESOLD BY
THEM PURSUANT TO THE COMPANY'S 1993 STOCK OPTION AND INCENTIVE PLAN (THE "1993
PLAN"), THE COMPANY'S 1995 STOCK OPTION AND INCENTIVE PLAN (THE "1995 PLAN"),
THE COMPANY'S 1996 STOCK OPTION AND INCENTIVE PLAN (THE "1996 PLAN"), THE
COMPANY'S 1998 STOCK OPTION AND INCENTIVE PLAN (THE "1998 PLAN"), THE STOCK
PURCHASE AND WARRANT ISSUANCE AGREEMENT DATED OCTOBER 16, 1989 BETWEEN THE
COMPANY AND KIERAN E. BURKE (THE "BURKE AGREEMENT"), THE EMPLOYMENT AGREEMENT
DATED AS OF JULY 31, 1997, BETWEEN THE COMPANY AND KIERAN E. BURKE (THE "BURKE
EMPLOYMENT AGREEMENT"), THE EMPLOYMENT AGREEMENT DATED AS OF JULY 31, 1997,
BETWEEN THE COMPANY AND GARY STORY (THE "STORY EMPLOYMENT AGREEMENT"), THE
EMPLOYMENT AGREEMENT DATED AS OF JULY 31, 1997, BETWEEN THE COMPANY AND JAMES F.
DANNHAUSER (THE "DANNHAUSER EMPLOYMENT AGREEMENT") AND THE LETTER AGREEMENT
DATED AS OF JUNE 9, 1998, BETWEEN THE COMPANY AND JAMES M. COUGHLIN (THE
"COUGHLIN AGREEMENT," AND TOGETHER WITH THE BURKE EMPLOYMENT AGREEMENT, THE
STORY EMPLOYMENT AGREEMENT AND THE DANNHAUSER AGREEMENT, THE "EMPLOYMENT
AGREEMENTS"; AND THE EMPLOYMENT AGREEMENTS, TOGETHER WITH THE BURKE AGREEMENT,
THE 1993 PLAN, THE 1995 PLAN, THE 1996 PLAN, THE 1998 PLAN AND THE WARRANTS, THE
"PLANS"). AN "AFFILIATE" IS DEFINED IN RULE 405 OF THE GENERAL RULES AND
REGULATIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
AS A "PERSON THAT DIRECTLY, OR INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES,
CONTROLS, OR IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH," THE COMPANY.

The distribution of the shares of Common Stock by the Selling Stockholders
may be effected from time to time, in one or more transactions, at prices
related to prevailing market prices or at negotiated prices.

The Company will not receive any of the proceeds from the sales of the
shares of Common Stock. All expenses of registration incurred in connection with
this offering are being borne by the Company, but all brokerage commissions and
other expenses incurred by individual Selling Stockholders will be borne by such
Selling Stockholders.

The shares of Common Stock are listed on the New York Stock Exchange
("NYSE") under the symbol "PKS." The last reported sale price of the shares of
Common Stock on the NYSE on July 14, 1998 was $65 13/16 per share.
------------------------

SEE "RISK FACTORS" ON PAGE 4 FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
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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.
------------------------

THE DATE OF THIS REOFFER PROSPECTUS IS JULY 16, 1998
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TABLE OF CONTENTS

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PAGE
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Available Information..................................................... 2
The Company............................................................... 3
Risk Factors.............................................................. 4
Use of Proceeds........................................................... 10
Selling Stockholders...................................................... 11
Plan of Distribution...................................................... 12
Incorporation of Certain Documents by Reference........................... 13
Indemnification of Directors and Officers................................. 14
Legal Matters............................................................. 14
Experts................................................................... 14
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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"). Proxy statements, periodic reports and other
information filed by the Company can be inspected and copied at the public
reference facilities of the Commission's principal office at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and the regional
offices of the Commission at Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, 14th Floor, Chicago, Illinois 60661.
Copies of such material can be obtained from the public reference facilities of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a Website (http://www.sec.gov) that also contains such reports, proxy
statements and other information filed by the Company. The Company's Common
Stock, Premium Income Equity Securities ("PIES-SM-") and the Common Stock
issuable on conversion of the 7 1/2% Mandatorily Convertible Preferred Stock
(the "Mandatorily Convertible Preferred Stock") represented by the PIES, are
listed on the NYSE. Such reports, proxy 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-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act") with respect to the securities offered hereby. For
purposes hereof, the term "Registration Statement" means the original
Registration Statement and any and all amendments thereto. 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 securities
offered hereby, 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.

2
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THE COMPANY

GENERAL

The Company 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 earnings before
interest, taxes, depreciation and amortization ("EBITDA") for the year ended
December 31, 1997 were approximately $815.3 million and $232.9 million,
respectively.

On April 1, 1998, the Company acquired (the "Six Flags Acquisition") all of
the outstanding capital stock of Six Flags Entertainment Corporation ("SFEC"
and, together with its consolidated subsidiaries, "Six Flags"). 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 (the "Premier Parks"). During the 1997 operating season, the 11 parks
then 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 Company's parks are individually themed and provide a complete
family-oriented entertainment experience. The Company's theme parks generally
offer a broad selection of state-of-the-art and traditional thrill rides, water
attractions, themed areas, concerts and shows, restaurants, game venues and
merchandise outlets. In the aggregate, the Company's theme parks offer more than
800 rides, including over 90 roller coasters, making the Company the leading
provider of "thrill rides" in the industry.

The Company's principal executive offices are located at 11501 Northeast
Expressway, Oklahoma City, Oklahoma 73131, (405) 475-7500 and at 122 East 42nd
Street, New York, New York 10168, (212) 599-4690.

OTHER RECENT DEVELOPMENTS

In June 1998 the Company concluded a tender offer (the "Tender Offer") to
acquire the remaining issued and outstanding shares of Walibi (as defined) stock
not then held by the Company. Prior to the Tender Offer, the Company held
approximately 49.9% of the outstanding shares of capital stock of Walibi which
was acquired from three of Walibi's principal shareholders. In the Tender Offer,
the Company acquired 586,612 shares of Walibi stock in exchange for BEF
1,154,034,800 (approximately $31.2 million) in cash and 173,873 shares of the
Company's Common Stock, together with the right to receive (subject to certain
conditions) additional shares of Common Stock.

As a result of the Tender Offer, the Company currently holds approximately
94% of the issued and outstanding shares of Walibi stock. The Company has
commenced a new tender to purchase through the close of business on July 29,
1998, the remaining outstanding shares of Walibi stock on otherwise identical
terms as the initial offer.

3
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RISK FACTORS

PRIOR TO MAKING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER, TOGETHER WITH THE OTHER MATTERS REFERRED TO
IN THIS PROSPECTUS, THE FOLLOWING RISK FACTORS:

RISKS ASSOCIATED WITH SUBSTANTIAL INDEBTEDNESS 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 SFEC 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 (an indirect
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 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 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
$374.8 million in the case of the Texas park. The Company's obligations

4
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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, were 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
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, and available borrowings under the Credit Facilities 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 is 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 contain
financial and other restrictive covenants that 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 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.

5
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RECENT LOSSES AT 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 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 its indebtedness, 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.

The Company is currently in compliance with the financial 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

6
<PAGE>
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 other indebtedness of the
Company, including 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 guarantees 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.

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

7
<PAGE>
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.

Other local conditions and events can also adversely affect attendance. For
example, in 1994, the Company's Six Flags Magic Mountain park 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 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 conducted in Europe, and the Company is subject to risks that are inherent
in operating abroad. 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 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

8
<PAGE>
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 take-over 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 Acquisition 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
Acquisition, the Company offered to purchase the SFTP Senior Subordinated Notes.
See "--Risks Associated with Substantial Indebtedness and Other Obligations."

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 or the first quarter of 1998 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 is restricted under
the Indentures relating to the Company Notes and will be affected by, among
other factors, the Company's

9
<PAGE>
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 COMMON STOCK ELIGIBLE FOR FUTURE SALE

As of July 15, 1998, the Company had 37,671,439 shares of Common Stock
outstanding and approximately 5.8 million PIES 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. 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), are eligible
to sell such securities in the public market (subject, in most cases, to
applicable volume limitations and other resale conditions imposed by Rule 144).
In addition, 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 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.

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 the past practice in the
computer industry 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

All of the shares of Common Stock are being offered by the Selling
Stockholders. The Company will not receive any proceeds from sales of shares of
Common Stock by the Selling Stockholders.

10
<PAGE>
SELLING STOCKHOLDERS

The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by Selling Stockholders of the Company who
may acquire such shares under the Plans. The Selling Stockholders named below
may resell all, a portion, or none of such shares. There is no assurance that
any of the Selling Stockholders will sell any or all of the shares of Common
Stock offered by them hereunder.

Participants under the Plans who are deemed to be "affiliates" of the
Company who acquire shares of Common Stock under the Plans may be added to the
Selling Stockholders listed below from time to time by use of a prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act.

In addition, certain unnamed non-affiliates of the Company may use this
Prospectus for reoffers and resales of the shares of Common Stock registered
pursuant to the Registration Statement of which this Prospectus is a part,
provided that such non-affiliates hold less than one percent of the shares
issuable under each Plan.

The following table sets forth certain information concerning the Selling
Stockholders as of the date of this Prospectus:

<TABLE>
<CAPTION>
PERCENTAGE OF SHARES
OF COMMON STOCK
NUMBER OF NUMBER OF SHARES OWNED(3)(4)
SHARES OF OF COMMON STOCK NUMBER OF --------------------
COMMON STOCK ACQUIRABLE UNDER PLAN SHARES BEFORE AFTER
NAME OWNED(1) THE PLANS(2) TO BE SOLD* OFFERING OFFERING*
- ------------------------------------------------------------- ------------ ---------------- ----------- -------- ---------
<S> <C> <C> <C> <C> <C>
Kieran E. Burke.............................................. 314,875(5) 726,258 726,258 ** **
Gary Story................................................... 143,000(6) 490,000 490,000 ** **
James F. Dannhauser.......................................... 76,665(7) 349,980 349,980 ** **
Hue W. Eichelberger.......................................... 21,200(8) 32,000 32,000 ** **
James M. Coughlin............................................ 4,000(9) 30,000 30,000 ** **
Richard A. Kipf.............................................. 7,800(10) 12,000 12,000 ** **
Traci E. Blanks.............................................. 7,800(11) 10,500 10,500 ** **
</TABLE>

- ------------------------

* DOES NOT CONSTITUTE A COMMITMENT TO SELL ANY OR ALL OF THE STATED NUMBER OF
SHARES OF COMMON STOCK. THE NUMBER OF SHARES OFFERED SHALL BE DETERMINED
FROM TIME TO TIME BY EACH SELLING STOCKHOLDER AT HIS SOLE DISCRETION.

** REPRESENTS LESS THAN 1%.

(1) Represents shares beneficially owned by the named individual, including
shares that such person has the right to acquire within 60 days of the date
of this Prospectus. Unless otherwise noted, all persons referred to above
have sole voting and sole investment power.

(2) Includes all shares which the named individual has the right to acquire
under all vested and unvested options and warrants granted to such
individual under the Plans prior to the date of this Prospectus and, in the
case of Messrs. Burke, Story and Dannhauser, the maximum number of
additional shares of restricted stock that are issuable in the discretion
of the Compensation Committee of the Company's Board of Directors under the
Employment Agreements. Does not include any shares that may be acquirable
under future grants of options under the 1996 Plan or the 1998 Plan.

(3) Based on 37,671,439 shares of Common Stock outstanding as of July 15, 1998.

(4) Does not give effect to any currently outstanding warrants or options,
other than with respect to those set forth for the individual persons
listed in the above table, pursuant to Rule 13d-3 under the Exchange Act.

(5) Includes 17,302 shares of Common Stock, warrants and options to purchase
239,238 shares of Common Stock, 30,000 shares of stock issued under the
Burke Agareement and 28,335 shares of

11
<PAGE>
restricted stock issued under the Burke Employment Agreement. Mr. Burke is
Chairman of the Board and Chief Executive Officer of the Company.

(6) Includes 118,000 shares of Common Stock issuable upon exercise of stock
options held by Mr. Story, and 25,000 shares of restricted stock issued
under the Story Employment Agreement. Mr. Story is President, Chief
Operating Officer and a director of the Company.

(7) Includes 11,000 shares of Common Stock, options to purchase 44,000 shares
of Common Stock and 21,665 shares of restricted stock issued under the
Dannhauser Employment Agreement. Mr. Dannhauser is Chief Financial Officer
and a director of the Company.

(8) Mr. Eichelberger is an Executive Vice President of the Company.

(9) Includes 4,000 shares of Common Stock issuable upon exercise of stock
options held by Mr. Coughlin. Excludes 10,000 shares of restricted stock
issued under the Coughlin Agreement. Mr. Coughlin is General Counsel of the
Company.

(10) Mr. Kipf is Vice President of Administration and Secretary of the Company.

(11) Ms. Blanks is Vice President of Marketing of the Company.

PLAN OF DISTRIBUTION

The sale of the shares of Common Stock by the Selling Stockholders may be
effected in transactions on the NYSE, in negotiated transactions, or a
combination of such methods of sale. The shares may be sold at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the shares directly to purchasers or through
underwriters or broker-dealers who may act as agents or principals. Such
underwriters or broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Stockholders or the
purchasers of the shares for whom such underwriters or broker-dealers may act as
agent or to whom they may sell as principal, or both (which compensation as to a
particular underwriter or broker-dealer may be in excess of customary
compensation).

There can be no assurance that any of the Selling Stockholders will sell any
or all of the shares of Common Stock offered by them hereunder.

12
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated by reference into this Prospectus and made a part hereof as of
their respective dates:

1. The Company's Annual Report on Form 10-K for the year ended December 31,
1997, as amended.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.

3. The Company's Current Report on Form 8-K, dated March 25, 1998.

4. The Company's Current Report on Form 8-K, dated February 9, 1998, as
amended.

5. 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.

6. 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 and filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.

7. The information contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in
the Company's Registration Statement on Form S-3 (File No. 333-46897).

8. The information contained in the Company's Registration Statement on
Form S-3 (File No. 333-46167) specified below:

(a) the Company's Unaudited Pro Forma Financial Statements for the Year
Ended December 31, 1997 and the notes thereto (pages 36 to 45,
inclusive, of such Registration Statement); and

(b) the Financial Statements of Six Flags Entertainment Corporation as of
December 28, 1997 and December 29, 1996 and for the years ended
December 31, 1995, December 29, 1996 and December 28, 1997 and the
report of the independent auditors thereon (pages F-26 to F-51,
inclusive, of such Registration Statement).

9. The Company's Current Report on Form 8-K, dated November 7, 1997, as
amended.

10. The Company's Current Report on Form 8-K, dated December 15, 1997, as
amended.

All documents filed by the Company or any of the Plans subsequent to the
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference 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 which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than the exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Requests should be directed to:
Premier Parks Inc., 11501

13
<PAGE>
Northeast Expressway, Oklahoma City, Oklahoma 73131, Attention: Richard A. Kipf,
Corporate Secretary (telephone number: (405) 475-2500, Ext. 219).

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, which covers the
indemnification of directors, officers, employees and agents of a corporation is
hereby incorporated herein by reference. Reference is made to Article XXV of the
Registrant's By-Laws which provides for indemnification by the Registrant in the
manner and to the full extent permitted by Delaware Law.

LEGAL MATTERS

Certain legal matters in connection with this offering will be passed upon
for the Company by Baer Marks & Upham LLP, New York, New York.

EXPERTS

The consolidated financial statements of the Company as of December 31, 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.

The financial statements of Six Flags Entertainment Corporation as of
December 28, 1997 and December 29, 1996 and for each of the three years in the
period ended December 28, 1997, included in the Company's Registration Statement
(Form S-3 Registration No. 333-46167) 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 qauthority 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 Form 8-K/A dated December 15, 1997,
which is incorporated herein by reference are incorporated herein in reliance
upon the report of PricewaterhouseCoopers Reviseurs d'Entreprises, independent
auditors included in the Form 8-K/A and upon the authority of such firm as
experts in accounting and auditing.

14
<PAGE>
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Premier Parks Inc., a Delaware corporation
(the "Company" or the "Registrant"), pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated by reference in this
Registration Statement:

1. The Company's Annual Report on Form 10-K for the year ended December 31,
1997, as amended.

2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998.

3. The Company's Current Report on Form 8-K, dated March 25, 1998.

4. The Company's Current Report on Form 8-K, dated February 9, 1998, as
amended.

8. The information contained in the Company's Registration Statement on
Form S-3 (File No. 333-46167) specified below:

(a) the Company's Unaudited Pro Forma Financial Statements for the
Year Ended December 31, 1997 and the notes thereto (pages 36 to 45,
inclusive, of such Registration Statement); and

(b) the Financial Statements of Six Flags Entertainment Corporation
as of December 28, 1997 and December 29, 1996 and for the years ended
December 31, 1995, December 29, 1996 and December 28, 1997 and the report
of the independent auditors thereon (pages F-26 to F-51, inclusive, of
such Registration Statement).

9. The Company's Current Report on Form 8-K, dated November 7, 1997, as
amended.

10. The Company's Current Report on Form 8-K, dated December 15, 1997, as
amended.

All documents filed by the Registrant or any of the Plans subsequent to the
date of this Registration Statement pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of the filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

II-1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
5.1* Opinion of Baer Marks & Upham LLP

23.1* Consent of Baer Marks & Upham LLP (contained in their opinion constituting Exhibit 5.1)

23.2* Consent of KPMG Peat Marwick LLP

23.3* Consent of Ernst & Young LLP

23.4* Consent of Carpenter, Mountjoy & Bressler, PSC

23.5* Consent of PricewaterhouseCoopers Reviseurs d'Entreprises

24.1* Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>

- ------------------------

* Filed herewith.

II-2
<PAGE>
ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(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 arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represents a fundamental change in the information set
forth in the registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form
S-3 or Form S-8 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
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.

(b) The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to any arrangement, provision 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 claim for indemnification against such liabilities (other
than the 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

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 10th day of July
1998.

<TABLE>
<S> <C> <C>
PREMIER PARKS INC.

By: /s/ KIERAN E. BURKE
-----------------------------------------
Kieran E. Burke
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
</TABLE>

II-4
<PAGE>
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each director whose signature appears
below constitutes and appoints Kieran E. Burke, Gary Story, James F. Dannhauser
and James M. Coughlin, or any of them, as his true and lawful attorneys-in-fact
and agents, with full powers of substitution and re-substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

<C> <S> <C>
Chairman of the Board and
/s/ KIERAN E. BURKE Chief Executive Officer
- ------------------------------ (principal executive July 10, 1998
Kieran E. Burke officer)

/s/ GARY STORY
- ------------------------------ Director, President and July 10, 1998
Gary Story Chief Operating Officer

Director and Chief
/s/ JAMES F. DANNHAUSER Financial Officer
- ------------------------------ (principal financial and July 10, 1998
James F. Dannhauser accounting officer)

/s/ PAUL A. BIDDELMAN
- ------------------------------ Director July 10, 1998
Paul A. Biddelman

/s/ MICHAEL E. GELLERT
- ------------------------------ Director July 10, 1998
Michael E. Gellert

/s/ SANDY GURTLER
- ------------------------------ Director July 10, 1998
Sandy Gurtler

/s/ CHARLES R. WOOD
- ------------------------------ Director July 10, 1998
Charles R. Wood
</TABLE>

II-5
<PAGE>
INDEX TO EXHIBITS FILED WITH
FORM S-8 REGISTRATION STATEMENT

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE NUMBER
- ----------- ---------------------------------------------------------------------------------------------- -----------
<C> <S> <C>
5.1* Opinion of Baer Marks & Upham LLP

23.1* Consent of Baer Marks & Upham LLP (contained in their opinion constituting Exhibit 5.1)

23.2* Consent of KPMG Peat Marwick LLP

23.3* Consent of Ernst & Young LLP

23.4* Consent of Carpenter, Mountjoy & Bressler, PSC

23.5* Consent of PricewaterhouseCoopers Reviseurs d'Entreprises

24.1* Power of Attorney (included on the signature page of this Registration Statement)
</TABLE>

- ------------------------

* Filed herewith.

II-6

<PAGE>
EXHIBIT 5.1

[BAER MARKS LETTERHEAD]

July 15, 1998

Premier Parks Inc.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131

RE: Registration Statement on Form S-8

Gentlemen:

We have acted as counsel to Premier Parks Inc., a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-8 (the
"Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to the
Employment Agreement dated as of July 31, 1997, between the Company and Kieran
E. Burke (the "Burke Employment Agreement"), the Employment Agreement dated as
of July 31, 1997, between the Company and Gary Story (the "Story Employment
Agreement"), the Employment Agreement dated as of July 31, 1997, between the
Company and James F. Dannhauser (the "Dannhauser Employment Agreement") and the
Agreement dated as of June 9, 1998, between the Company and James M. Coughlin
(the "Coughlin Agreement," together with the Burke Employment Agreement, the
Story Employment Agreement, and the Dannhauser Employment Agreement,
collectively, the "Employment Agreements"), Stock Purchase and Warrant Issuance
Agreement dated October 16, 1989, between the Company and Kieran E. Burke (the
"Burke Agreement") and the Premier Parks Inc. 1993 Stock Option and Incentive
Plan (the "1993 Plan"), the Premier Parks Inc. 1995 Stock Option and Incentive
Plan (the "1995 Plan"), the Premier Parks Inc. 1996 Stock Option and Incentive
Plan (the "1996 Plan"), the Premier Parks Inc. 1998 Stock Option and Incentive
Plan (the "1998 Plan" and together with the Employment Agreements, the Burke
Agreement, the 1993 Plan, the 1995 Plan and the 1996 Plan, the "Plans") offering
an aggregate of 6,255,038 shares of Common Stock (the "Shares"), $.05 par value
per share, that may be acquired at the election of the Plans' participants under
and pursuant to the Plans (which Shares may consist of shares already issued or
newly issued Shares).

In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of all such corporate records and of all such agreements,
certificates and other documents as we have deemed relevant and necessary as a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the original documents of
all documents submitted to us as copies. As to any facts material to such
opinion, we have, to the extent that relevant facts were not independently
established by us, relied on certificates of public officials and certificates
of officers or other representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that, when
the Registration Statement has become effective and any newly issued Shares have
been acquired at the election of a participant in accordance with the Plans and
paid for as provided therein, said newly issued Shares will be validly issued,
fully paid and non-assessable.

We are members of the bar of the State of New York and are not licensed or
admitted to practice law in any other jurisdiction. Accordingly, we express no
opinion with respect to the laws of any jurisdiction other than the State of New
York, Delaware General Corporate Law and the federal laws of the United States.
<PAGE>
We assume no obligation to advise you of any changes to this opinion which
may come to our attention after the date hereof. This opinion may not be relied
upon or furnished to any other person except the addressee hereof without the
express written consent of this firm.

We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus forming part of the Registration
Statement. In giving such consent, we do not thereby concede that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended or the rules and regulations thereunder or that we are
"experts" within the meaning of such act, rules and regulations.

Very truly yours,
BAER MARKS & UPHAM LLP

JJR:LJL:MLP

<PAGE>
EXHIBIT 23.1

The consent of Baer Marks & Upham LLP is contained in their opinion filed as
Exhibit 5.1 hereto.

<PAGE>
EXHIBIT 23.2

INDEPENDENT AUDITOR'S CONSENT

The Board of Directors
Premier Parks Inc.:

We consent to incorporation by reference in the registration statement on
Form S-8 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 Reoffer Prospectus.

KPMG Peat Marwick LLP

Oklahoma City, Oklahoma
July 15, 1998

<PAGE>
EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in this
Registration Statement on Form S-8, relating to the registration of 6,255,038
shares of Premier Parks, Inc. Common Stock, and to the incorporation by
reference therein of our report, dated February 14, 1998, with respect to the
financial statements of Six Flags Entertainment Corporation included in the
Registration Statement (Form S-3 No. 333-46167) of Premier Parks Inc.

Ernst & Young LLP

New York, New York
July 10, 1998

<PAGE>
EXHIBIT 23.4

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Kentucky Kingdom, Inc.

We consent to the incorporation by reference in the registration statement
on Form S-8 of Premier Parks Inc. of our report, dated December 12, 1997, expect
as to Notes J and K which are as of July 10, 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, dated November 7, 1997,
of Premier Parks Inc. and to the reference to our firm under the heading
"Experts" in the Prospectus.

Carpenter, Mountjoy & Bressler, PSC

Louisville, Kentucky
July 13, 1998

<PAGE>
EXHIBIT 23.5

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-8 (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 Current Report on Form 8-K, dated December 15, 1997, as
amended. We also consent to the reference of our firm under the caption
"Experts" in this Registration Statement.

PricewaterhouseCoopers
Reviseurs
d'Entreprises/Bedrijfsrevisoren
BCV/SCC
represented by
/s/ PHILIPPE BARBIER
Philippe Barbier

Brussels, Belgium
July 10, 1998

<PAGE>
EXHIBIT 24.1

The Power of Attorney is included on the signature page of this Registration
Statement.