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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K/A NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 15, 1997
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PREMIER PARKS INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-9789 13-3995059
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11501 Northeast Expressway, Oklahoma City, Oklahoma 73131
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (405) 475-2500
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In December 1997, Premier Parks Inc. (the "Company" or the
"Registrant") entered into an agreement (the "Walibi Agreement") with three of
the principal stockholders of Walibi, S.A. ("Walibi"), pursuant to which the
Company acquired on March 26, 1998, approximately 50% of the outstanding capital
stock of Walibi (the "Private Acquisition"). The Company will commence a
"public takeover bid," as defined and regulated under the Belgian law (the
"Walibi Tender Offer"), for the remainder of the outstanding capital stock of
Walibi. The Company is also tendering for certain bonds of Walibi.
Walibi is a corporation (SOCIETE ANONYME) organized under the laws of
Belgium. Walibi's stock is currently traded on the Official Market of the
Bourse de Bruxelles. It owns six theme parks (the "Walibi Parks"), two located
in Belgium, one in The Netherlands and three in France, as well as two smaller
attractions in Belgium. Walibi's operations had combined 1997 attendance of
approximately 3.5 million.
The transaction values Walibi at approximately $139.5 million (at the
exchange rate of Belgian Francs ("BEF") 37.065 to US$1 on December 31, 1997),
based on a multiple of seven times Walibi's 1997 EBITDA. This amount includes
the assumption or refinancing of Walibi net indebtedness which aggregated
approximately $53.7 million at December 31, 1997. As a result, the aggregate
consideration to be paid by the Company for the outstanding stock of Walibi
(assuming the Company acquires 100% of the outstanding Walibi capital stock
pursuant to the Walibi Tender Offer) will be $85.8 million (based on the
year-end exchange rate). The purchase price in the Private Acquisition was paid
80% in cash in BEF and 20% in Common Stock (224,455 shares). Shares of Common
Stock issued in the Private Acquisition will not be registered under the
Securities Act of 1933, as amended (the "Securities Act") and will be subject to
a "lock-up" agreement until June 6, 1998. The Company has agreed to grant
certain registration rights under the Securities Act to the sellers in the
Walibi acquisition with respect to shares issued in the Private Acquisition.
The consideration offered in the Walibi Tender Offer will be payable at the
election of the holders of Walibi capital stock (i) in cash only or (ii) in cash
and shares of Common Stock in the same ratio as the Private Acquisition.
The Company will fund the cash portion of the purchase price of the Walibi
acquisition (as well as the refinancing of certain indebtedness of Walibi) from
borrowings under a $300.0 million senior secured credit facility entered into by
Premier Parks Operations Inc. (a wholly-owned subsidiary of the Company) in
March 1998. In addition, the Company will be obligated to issue additional
shares of Common Stock in the event certain gross revenue targets are met for
the Walibi Parks.
Under the terms of the Walibi Agreement, the Company has agreed to invest
at least BEF 1.4 billion (approximately $38 million based on the year-end
exchange rate) in the Walibi Parks over the three years commencing with the 1999
season.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
*(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Consolidated Financial Statements of Walibi, S.A. at December 31,
1996 and 1997, and for each of the years in the two-year period
ended December 31, 1997.
**(b) PRO FORMA FINANCIAL INFORMATION.
Pro Forma Financial Statements of Premier Parks Inc. at December 31,
1996 and 1997, and for each of the years in the two-year period
ended December 31, 1997.
(c) EXHIBITS.
*4.1 Amended and Restated Rights Agreement between Premier Parks
Inc. and Bank One Trust Company, N.A., as Rights Agent. The
Rights Agreement includes as EXHIBIT B the form of Right
Certificate and as EXHIBIT C the form of Amended and
Restated Certificate of Designations.
*10.1 Stock Purchase Agreement dated as of December 15, 1997,
between the Registrant and Centrag S.A., Karaba N.V. and
Westkoi N.V.
*99.1 Press Release of the Registrant dated December 16, 1997.
99.2 Press Release of the Registrant dated March 30, 1998.
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* Previously filed.
** Incorporated by reference from the Registrant's Registration Statement on
Form S-3 (File No. 333-45859) declared effective on March 26, 1998.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 7, 1998
By: /s/ JAMES F. DANNHAUSER
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James F. Dannhauser
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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*4.1 Amended and Restated Rights Agreement between Premier Parks Inc.
and Bank One Trust Company, N.A., as Rights Agent. The Rights
Agreement includes as EXHIBIT B the form of Right Certificate and
as EXHIBIT C the form of Amended and Restated Certificate of
Designations.
*10.1 Stock Purchase Agreement dated as of December 15, 1997, between
the Registrant and Centrag S.A., Karaba N.V. and Westkoi N.V.
*99.1 Press Release of the Registrant dated December 16, 1997.
99.2 Press Release of the Registrant dated March 30, 1998.
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* Previously filed.
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Exhibit 99.2
FOR IMMEDIATE RELEASE: New York, March 30, 1998
PREMIER PARKS INC. (NYSE: Symbol: PKS)
Premier Parks Inc. announced today that it had consummated its
previously-announced acquisition (the "Private Acquisition") of approximately
50% of Walibi, S.A., a corporation (societe anonyme) organized under the laws of
Belgium ("Walibi").
Walibi owns six theme parks, two located in Belgium, one in The Netherlands
and three in France, as well as two smaller attractions in Belgium. Walibi's
operations had combined 1997 attendance of approximately 3.5 million. Following
the Private Acquisition, the Company will commence a tender offer for the
remainder of the outstanding capital stock and bonds of Walibi.
The transaction values Walibi at approximately $139.5 million (at the
exchange rate of Belgian Francs ("BEF") 37.065 to US$1 on December 31, 1997)
based on a multiple of seven times Walibi's 1997 EBITDA, as adjusted. This
amount includes the assumption or refinancing of Walibi net indebtedness which
aggregated approximately $53.7 million at December 31, 1997. As a result, the
aggregate consideration to be paid by the Company for the outstanding stock of
Walibi (assuming Premier acquires 100% of the outstanding Walibi capital stock
and bonds pursuant to the tender offer) will be $85.8 million (based on the
year-end exchange rate). The purchase price in the Private Acquisition was paid
80% in cash in BEF and 20% in Premier Common Stock (approximately 224,455
shares). The Company will fund the cash portion of the purchase price of the
Walibi acquisition (as well as refinancing certain indebtedness of Walibi) from
borrowings under a $300.0 million senior secured credit facility entered into by
Premier Operations Inc., a subsidiary of the Company, in March 1998. In
addition, the Company will be obligated to issue additional shares of Premier
Common Stock in the event certain gross revenue targets are met for the Walibi
parks.
Under the terms of the Walibi agreement, the Company has agreed to invest
at least BEF 1.4 billion (approximately $38 million based on the year-end
exchange rate) in the Walibi parks over the three years commencing with the 1999
season.
Premier is a leading theme park company that, following the acquisition of
Walibi, operates 19 parks (18 of which are owned) in geographically diverse
markets both in the United States and in Europe. The 19 parks had aggregate
1997 attendance of approximately 14.5 million. Premier has recently announced
the acquisition of Six Flags Entertainment Corp. When this acquisition is
consummated, Premier will operate 31 parks, 25 throughout the United States and
six in Europe, with combined 1997 attendance of approximately 37 million.
Premier currently expects this acquisition to close this week.
For further information contact:
James F. Dannhauser
Chief Financial Officer
(212) 599-4693
