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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20569
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AMENDMENT NO. 1 TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
PREMIER PARKS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 73-6137714
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(State of Incorporation or Organization) (IRS Employer Identification No.)
11501 NORTHEAST EXPRESSWAY, OKLAHOMA CITY, OK 73131
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. /X/
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. / /
Securities Act registration statement file number to which this
form relates:_________________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON
TO BE SO REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
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PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
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Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
The Board of Directors of the Company has declared a dividend of one
Preferred Stock Purchase Right (the "Right(s)") for each outstanding share of
Common Stock, par value $0.05 per share (the "Common Stock"), of the Company.
The dividend is payable as of January 12, 1998 to stockholders of record on that
date. Each Right entitles the registered holder to purchase from the Company
one one-thousandth (1/1000) of a share of a new series of preferred shares of
the Company, designated as Series A Junior Preferred Stock ("Preferred Stock"),
at a price of $250.00 per one one-thousandth (1/1000) of a share (the "Exercise
Price"), subject to certain adjustments. The description and terms of the
Rights are set forth in the Amended and Restated Rights Agreement (the "Rights
Agreement") between the Company and Bank One Trust Company, N.A., as Rights
Agent ("Rights Agent"), dated as of January 12, 1998.
Initially the Rights will not be exercisable, certificates will not be sent
to stockholders, and the Rights will automatically trade with the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following a public announcement that a
person or group of affiliated or associated persons, with certain exceptions set
forth below, has acquired beneficial ownership of 15% or more of the outstanding
voting stock of the Company (an "Acquiring Person") and (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 or group of affiliated or associated persons becomes an
Acquiring Person) after the date of the commencement or announcement of a
person's or group's intention to commence a tender or exchange offer the
consummation of which would result in the ownership of 15% or more of the
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Company's outstanding voting stock (even if no shares are actually purchased
pursuant to such offer); prior thereto, the Rights would not be exercisable,
would not be represented by a separate certificate, and would not be
transferable apart from the Company's Common Stock, but will instead be
evidenced, with respect to any of the Common Stock certificates outstanding as
of January 12, 1998, by such Common Stock certificate with a copy of this
Summary of Rights attached thereto. 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 of any subsidiary 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 or group 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 or transactions
approved by the Board of Directors before such person or group became an
Acquiring Person 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 or group that does
not become an Acquiring Person by reason of clause (i) or (ii) above shall
become an Acquiring Person upon acquisition of an additional 1% of the Company's
voting stock unless such acquisition of additional voting stock will not result
in such person or group becoming an Acquiring Person by reason of such clause
(i) or (ii)).
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after January 12, 1998 will
contain a legend incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any of the Company's Common Stock certificates
outstanding as of January 12, 1998 with or without a copy of the
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Summary of Rights attached, will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Company's Common Stock as of the close of business on the Distribution Date and
such separate certificates alone will evidence the Rights from and after the
Distribution Date.
The Rights are not exercisable until the Distribution Date. The Rights
will expire at the close of business on January 12, 2008, unless earlier
redeemed by the Company as described below. Further, unless earlier redeemed
or exercised pursuant to the terms of the Rights Agreement, the Rights shall
expire immediately prior to the effective time of any merger to be
consummated by the Company pursuant to Section 251(g) of the Delaware General
Corporation Law, provided that the Company shall have caused any successor
company pursuant to such merger to enter into a rights agreement identical in
form and substance to the Rights Agreement.
The Preferred Stock is non-redeemable and, unless otherwise provided in
connection with the creation of a subsequent series of preferred stock,
subordinate to any other series of the Company's preferred stock. The Preferred
Stock may not be issued except upon exercise of Rights. Each share of Preferred
Stock will be entitled to receive when, as and if declared, a quarterly dividend
in an amount equal to the greater of $10.00 per share and 1000 times the cash
dividends declared on the Company's Common Stock. In addition, the Preferred
Stock is entitled to 1000 times any non-cash dividends (other than dividends
payable in equity securities) declared on the Common Stock, in like kind. In
the event of liquidation, the holders of Preferred Stock will be entitled to
receive for each share, a liquidation payment in an amount equal to the greater
of $250,000.00 or 1000 times the payment made per share of Common Stock. Each
share of Preferred Stock will have 1000 votes, voting together with the Common
Stock. In the event of any merger, consolidation or other transaction in which
Common Stock is exchanged, each share of Preferred Stock will be entitled to
receive 1000 times the amount received per share of Common Stock.
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The rights of Preferred Stock as to dividends, liquidation and voting are
protected by anti-dilution provisions.
The number of shares of Preferred Stock issuable upon exercise of the
Rights is subject to certain adjustments from time to time in the event of a
stock dividend on, or a subdivision or combination of, the Common Stock. The
Exercise Price for the Rights is subject to adjustment in the event of
extraordinary distributions of cash or other property to holders of Common
Stock.
Unless the Rights are earlier redeemed or the transaction is approved by
the Board of Directors, in the event that, after the time that a Person becomes
an Acquiring Person, the Company were to be acquired in a merger or other
business combination (in which any shares of the Company's Common Stock are
changed into or exchanged for other securities or assets) or more than 50% of
the assets or earning power of the Company and its subsidiaries (taken as a
whole) were to be sold or transferred in one or a series of related
transactions, the Rights Agreement provides that proper provision will be made
so that each holder of record of a Right will from and after such date have the
right to receive, upon payment of the Exercise Price, that number of shares of
common stock of the acquiring company having a market value at the time of such
transaction equal to two times the Exercise Price. In addition, unless the
Rights are earlier redeemed, if a person or group (with certain exceptions)
becomes the beneficial owner of 15% or more of the Company's voting stock, the
Rights Agreement provides that proper provision will be made so that each holder
of record of a Right, other than the Acquiring Person (whose Rights will
thereupon become null and void), will thereafter have the right to receive, upon
payment of the Exercise Price, that number of shares of the Company's Preferred
Stock having a market value at the time of the transaction equal to two times
the Exercise Price
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(such market value to be determined with reference to the market value of the
Company's Common Stock as provided in the Rights Agreement). The Rights
Agreement also grants the Board of Directors the option, after any person or
group acquires beneficial ownership of 15% or more of the voting stock but
before there has been a 50% acquisition, to exchange one share of common stock
for each then valid right (which would exclude rights held by the Acquiring
Person that have become void).
Fractions of shares of Preferred Stock (other than fractions that are
integral multiples of one one-thousandth (1/1000) of a share) may, at the
election of the Company, be evidenced by depositary receipts. The Company may
also issue cash in lieu of fractional shares which are not integral multiples of
one one-thousandth (1/1000) of a share.
At any time on or prior to the close of business on the tenth day after the
time that a person has become an Acquiring Person (or such later date as a
majority of the Board of Directors and a majority of the Continuing Directors
(as defined in the Rights Agreement) may determine), the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right ("Redemption
Price"). The Rights may be redeemed after the time that any Person has become
and Acquiring Person only if approved by a majority of the Continuing Directors.
Immediately upon the effective time of the action of the Board of Directors of
the Company authorizing redemption of the Rights, the right to exercise the
Rights will terminate and the only right of the holders of the Rights will be to
receive the Redemption Price.
For as long as the Rights are then redeemable, the Company may, except with
respect to the redemption price or date of expiration of the Rights, amend the
Rights in any manner, including an amendment to extend the time period in which
the Rights may be redeemed. At any time when the Rights are not then
redeemable, the Company may
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amend the Rights in any manner that does not materially adversely affect the
interests of holders of the Rights as such. Amendments to the Rights Agreement
from and after the time that any Person becomes an Acquiring Person requires the
approval of a majority of the Continuing Directors (as provided in the Rights
Agreement).
Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.
As of March 16, 1998, there were 18,873,111 shares of Common Stock
issued and outstanding (and 1,765,038 shares reserved for issuance under the
Company's existing stock option plans). 20,640 shares of Preferred Stock have
been reserved for issuance upon exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group who attempts to acquire the Company on
terms not approved by the Company's Board of Directors. The Rights should not
interfere with any merger or other business combination approved by the Board
since they may be redeemed by the Company at $.01 per Right at any time until
the close of business on the tenth day (or such later date as described above)
after a person or group has obtained beneficial ownership of 15% or more of the
voting stock.
The form of Amended and Restated Rights Agreement between the Company and
Bank One Trust Company, N.A., as Rights Agent, specifying the terms of the
Rights, which includes as EXHIBIT A the form of Summary of Rights to Purchase
Series A Junior Preferred Stock, as EXHIBIT B the form of Right Certificate and
as EXHIBIT C the form of Amended and Restated Certificate of Designations of the
Company setting forth the terms of the Preferred Stock are attached hereto as
exhibits and incorporated herein by reference. The foregoing description of the
Rights is qualified by reference to such Exhibits.
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Item 2. EXHIBITS.
1. Amended and Restated Rights Agreement dated as of January 12, 1998
between Premier Parks Inc. and Bank One Trust Company, N.A., as Rights
Agent. The Amended and Restated Rights Agreement includes as EXHIBIT
B the form of Right Certificate and as EXHIBIT C the form of Amended
and Restated Certificate of Designations. (incorporated by reference
to Exhibit 4.1 of the Registrant's Form 8K dated December 15, 1997,
as amended)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned hereunto duly authorized.
By: /s/ James F. Dannhauser
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James F. Dannhauser
Chief Financial Officer
March 23, 1998
