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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A NO. 1
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 0-9789
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PREMIER PARKS INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 73-6137714
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131
(Address of principal executive offices) (Zip Code)
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REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(405) 475-2500
SECURITIES REGISTERED PURSUANT TO SEC. 12(B) OF THE ACT:
SHARES OF COMMON STOCK, PAR VALUE $.05 PER SHARE
RIGHTS TO PURCHASE SERIES A JUNIOR PREFERRED STOCK
(Title of class)
SECURITIES REGISTERED PURSUANT TO SEC. 12(G) OF THE ACT: NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. / /
State the aggregate market value of the voting stock held by non-affiliates
(assuming, solely for the purposes of this Form, that all the directors of the
Registrant are affiliates) of the Registrant:
Approximately $746,170,000 as of March 16, 1998 (based on the last sales
price on such date as reported on the New York Stock Exchange). See "Item 5. --
Market for the Registrant's Common Equity and Related Stockholder Matters."
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest most practicable date:
The number of shares of Common Stock of the Registrant outstanding as of
March 16, 1998 was 18,873,111 shares.
DOCUMENTS INCORPORATED BY REFERENCE
The information required in Part III by Item 10, as to directors, and by
Items 11, 12 and 13 is incorporated by reference to the Registrant's proxy
statement in connection with the annual meeting of stockholders to be held in
June 1998, which will be filed by the Registrant within 120 days after the close
of its 1997 fiscal year.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 25, 1998
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PREMIER PARKS INC.
By: /s/ KIERAN E. BURKE
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Kieran E. Burke
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
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EXHIBIT INDEX
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(3) Article of Incorporation and By-Laws:
(a) Certificate of Incorporation of Registrant dated March 24, 1981 -- incorporated by
reference from Exhibit 3 to Form 10-Q of Registrant for the quarter ended June 30, 1987.
(b) Plan and Agreement of Merger of Registrant and Tierco, a Massachusetts business trust,
dated March 31, 1981 -- incorporated by reference from Exhibit 3 to Form 10-Q of
Registrant for the quarter ended June 30, 1987.
(c) Certificate of Amendment of Certificate of Incorporation of Registrant dated April 14,
1985 -- incorporated by reference from Exhibit 3 to Form 10-Q of Registrant for the
quarter ended June 30, 1987.
(d) Certificate of Amendment of Certificate of Incorporation of Registrant dated May 8, 1987
--incorporated by reference from Exhibit 3 to Form 10-Q of Registrant for the quarter
ended June 30, 1987.
(e) Certificate of Amendment of Certificate of Incorporation of Registrant dated June 11,
1987 -- incorporated by reference from Exhibit 3 to Form 10-Q of Registrant for the
quarter ended June 30, 1987.
(f) Certificate of Amendment of Certificate of Incorporation of Registrant dated April 30,
1991 -- incorporated by reference from Exhibit 3(f) to Form 10-K of Registrant for the
year ended December 31, 1991.
(g) Certificate of Amendment of Certificate of Incorporation of Registrant dated June 30,
1992 -- incorporated by reference from Exhibit 3(g) to Form 10-K of Registrant for the
year ended December 31, 1992.
(h) Certificate of Amendment of Certificate of Incorporation of Registrant dated June 23,
1993 -- incorporated by reference from Exhibit 3(a) to Form 10-Q of Registrant for the
quarter ended June 30, 1993.
(i) Certificate of Amendment to Certificate of Incorporation dated October 7, 1994 --
incorporated by reference from Exhibit 3(i) to Form 10-K of Registrant for the year ended
December 31, 1994.
(j) Certificate of Designation of Series A 7% Cumulative Convertible Preferred Stock (the
"Preferred Stock") of Registrant -- incorporated by reference from Exhibit 3(10) to
Registrant's Registration Statement on Form S-1 (Reg. No. 33-62225) declared effective on
November 9, 1995 (the "Registration Statement").
(k) By-laws of Registrant, as amended --incorporated by reference from Exhibit 3(k) to Form
10-K of Registrant for the year ended December 31, 1996.
(l) Certificate of Amendment to Certificate of Incorporation dated May 6, 1996 --
incorporated by reference from Exhibit 3(l) to Form 10-K of Registrant for the year ended
December 31, 1996.
(m) Certificate of Designation of Series A Junior Preferred Stock of Registrant --
incorporated by reference from Exhibit 2(1.C) to Registrant's Registration Statement on
Form 8-A dated January 21, 1998.
(n) Certificate of Amendment to Certificate of Incorporation dated June 16, 1997.
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(4) Instruments Defining the Rights of Security Holders, Including Indentures:
(a) Indenture dated as of August 15, 1995, among the Registrant, the subsidiaries of the
Registrant named therein and United States Trust Company of New York, as trustee
(including the form of Notes) -- incorporated by reference from Exhibit 4(2) to the
Registration Statement.
(b) Form of First Supplemental Indenture dated as of November 9, 1995 -- incorporated by
reference from Exhibit 4(2.1) to the Registration Statement.
(c) Purchase Agreement, dated August 10, 1995, among the Registrant, the subsidiaries of the
Registrant named therein and Chemical Securities Inc. -- incorporated by reference from
Exhibit 4(3) to the Registration Statement.
(d) Exchange and Registration Rights Agreement, dated August 15, 1995, among the Registrant,
the subsidiaries of the Registrant named therein and Chemical Securities Inc. --
incorporated by reference from Exhibit 4(4) to the Registration Statement.
(e) Form of Subscription Agreement between the Registrant and each of the purchasers of
shares of Preferred Stock -- incorporated by reference from Exhibit 4(10) to the
Registration Statement.
(f) Convertible Note Purchase Agreement, dated as of March 3, 1993, between the Registrant
and the purchasers named therein (including forms of Senior Subordinated Convertible Note
and Registration Rights Agreement) -- incorporated by reference from Exhibit 4(i) to Form
10-K of the Registrant for the year ended December 31, 1992.
(g) Form of Subscription Agreement, dated October 1992, between the Registrant and certain
investors --incorporated by reference from Exhibit 4(a) to the Registrant's Current
Report on Form 8-K dated October 30, 1992.
(h) Stock Purchase and Warrant Issuance Agreement, dated October 16, 1989, between The Tierco
Group, Inc. and Kieran E. Burke -- incorporated by reference from Exhibit 4(i) to Form
10-K of Registrant for the year ended December 31, 1989.
(i) Warrant, dated October 16, 1989, to purchase 131,728 shares of Common Stock issued by The
Tierco Group, Inc. to Kieran E. Burke -- incorporated by reference from Exhibit 4(k) to
Form 10-K of Registrant for the year ended December 31, 1989.
(j) Warrant, dated October 16, 1989, to purchase 93,466 shares of Common Stock issued by The
Tierco Group, Inc. to Kieran E. Burke -- incorporated by reference from Exhibit 4(1) to
Form 10-K of Registrant for the year ended December 31, 1989.
(k) Form of Common Stock Certificate -- incorporated by reference from Exhibit 4(l) to
Registrant's Registration Statement on form S-2 (Reg. No. 333-08281) declared effective
on May 28, 1996.
(l) Form of Registration Rights Agreement among Registrant, Edward J. Carroll, Jr. and the
Carroll Family Limited Partnership -- incorporated by reference from Exhibit 4(m) to
Registrant's Registration Statement on Form S-2 (Reg. No. 333-16763) declared effective
on January 27, 1997.
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(m) Form of Indenture dated as of February 1, 1997, among the Registrant and the Bank of New
York, as trustee (including the form of Notes) -- incorporated by reference from Exhibit
4(l) to Registrant's Registration Statement on Form S-2 (Reg. No. 333-16763) declared
effective on January 27, 1997.
(n) Form of Second Supplemental Indenture dated January 21, 1997 -- incorporated by reference
form Exhibit 4(n) to Registrant's Registration Statement on Form S-2 (Reg. No. 333-16763)
declared effective on January 27, 1997.
(10) Material Contracts:
(a) Agreement of Limited Partnership of 229 East 79th Street Associates LP dated July 24,
1987, together with amendments thereto dated, respectively, August 31, 1987, October 21,
1987, and December 21, 1987 -- incorporated by reference from Exhibit 10(i) to Form 10-K
of Registrant for year ended December 31, 1987.
(b) Agreement of Limited Partnership of Frontier City Partners Limited Partnership, dated
October 18, 1989, between Frontier City Properties, Inc. as general partner, and the
Registrant and Frontier City Properties, Inc. as limited partners -- incorporated by
reference from Exhibit 10(g) to the Registrant's Current Report on Form 8-K dated October
18, 1989.
(c) Asset Purchase Agreement, dated December 10, 1990, between Registrant and Silver Dollar
City, Inc., -- incorporated by reference from Exhibit 10(c) to the Registrant's Current
Report on Form 8-K dated February 6, 1991.
(d) Asset Purchase Agreement, dated December 16, 1991, among the Registrant, Tierco Maryland,
RWP, John J. Mason and Stuart A. Bernstein -- incorporated by reference from Exhibit
10(a) to the Registrant's Current Report on Form-8K dated January 31, 1992.
(e) Asset Transfer Agreement, dated as of June 30, 1992, by and among the Registrant, B&E
Holding Company and the creditors referred to therein -- incorporated by reference from
Exhibit 10(a) to the Registrant's Current Report on Form 8-K dated July 20, 1992.
(f) Purchase Agreement, dated September 30, 1992, among the Registrant, Palma Real Estate
Management Company, First Stratford Life Insurance Company and Executive Life Insurance
Company -- incorporated by reference to Exhibit 2(a) to the Registrant's Current Report
on Form 8-K dated September 30, 1992.
(g) Lease Agreement, dated January 18, 1993, among Registrant, Frontier City Partners Limited
Partnership and Fitraco N.V. -- incorporated by reference from Exhibit 10(k) to Form 10-K
of Registrant for the year ended December 31, 1992.
(h) Lease Agreement, dated January 18, 1993, among Registrant, Tierco Maryland, Inc. and
Fitraco N.V. -- incorporated by reference from Exhibit 10(l) to Form 10-K of Registrant
for the year ended December 31, 1992.
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(i) Security Agreement and Conditional Sale Contract, between Chance Rides, Inc. and Tierco
Maryland, Inc. and Guaranty of Registrant in favor of Chance Rides, Inc. -- incorporated
by reference from Exhibit 10(m) to Form 10-K of Registrant for the year ended December
31, 1992.
(j) Registrant's 1993 Stock Option and Incentive Plan -- incorporated by reference from
Exhibit 10(k) to Form 10-K of Registrant for the year ended December 31, 1993.
(k) Agreement and Plan of Merger, dated as of June 30, 1995 among the Registrant, Premier
Parks Acquisition Inc., Funtime Parks, Inc. ("Funtime") and its shareholders --
incorporated by reference from Exhibit 10(11) to the Registration Statement.
(l) Escrow Agreement, dated as of August 15, 1995, among the Registrant, certain shareholders
of Funtime and First National Bank of Ohio, Trust Division -- incorporated by reference
from Exhibit 10(12) to the Registration Statement.
(m) Consulting Agreement, dated as of August 15, 1995, between Registrant and Bruce E.
Walborn -- incorporated by reference from Exhibit 10(13) to the Registration Statement.
(n) Consulting Agreement, dated as of August 15, 1995, between Registrant and Gaspar C.
Lococo --incorporated by reference from Exhibit 10(14) to the Registration Statement.
(o) Lease Agreement dated December 22, 1995 between Darien Lake Theme Park and Camping
Resort, Inc. and The Metropolitan Entertainment Co., Inc. -- incorporated by reference
from Exhibit 10(o) to Form 10-K of Registrant for the year ended December 31, 1995.
(p) Asset Purchase Agreement dated August 23, 1996, among the Registrant, a subsidiary of the
Registrant, Storytown USA, Inc., Fantasy Riders Corporation and Charles R. Wood --
incorporated by reference from Exhibit 10(p) to Registrant's Registration Statement on
Form S-2 (Reg. No. 333-16573) declared effective on January 27, 1997.
(q) Asset Purchase Agreement dated September 23, 1996, among the Registrant, a subsidiary of
the Registrant, Elitch Gardens Company, Hensel Phelps Construction Co. and Chilcott
Entertainment Company -- incorporated by reference from Exhibit 10(a) to the Company's
Current Report on Form 8-K, dated November 13, 1996.
(r) Asset Purchase Agreement dated as of October 10, 1996, among the Registrant, a subsidiary
of the Registrant, FRE, Inc. (Family Recreational Enterprises, Inc.) ("FRE") and the
shareholders of FRE listed on the signature page thereof -- incorporated by reference
from Exhibit 10(r) to Registrant's Registration Statement on Form S-2 (Reg. No.
333-16573) declared effective on January 27, 1997.
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(s) Asset Purchase Agreement dated as of October 10, 1996, among the Registrant, a subsidiary
of the Registrant, FRE, Concord Entertainment Company, R&B Entertainment, LLC, the
shareholders of FRE listed on the signature page thereof and the members of R&B listed on
the signature page thereof -- incorporated by reference from Exhibit 10(s) to
Registrant's Registration Statement on Form S-2 (Reg. No. 333-16573) declared effective
on January 27, 1997.
(t) Amended and Restated Credit Agreement, dated as of January 31, 1997, among the
Registrant, the Subsidiary Guarantors thereof, the lenders party thereto and the Bank of
New York, as Administrative Agent and Issuing Lender -- incorporated by reference from
Exhibit 10(t) to Form 10-K of Registrant for the year ended December 31, 1996.
(u) Consulting and Non-Competition Agreement, dated October 30, 1996, between Registrant and
Arnold S. Gurtler -- incorporated by reference from Exhibit 10(u) to Registrant's
Registration Statement on Form S-2 (Reg. No. 333-16573) declared effective on January 27,
1997.
(v) Non-Competition Agreement, dated as of October 30, 1996 between the Registrant and Ascent
Entertainment Group, Inc. -- incorporated by reference from Exhibit 10(s) to Registrant's
Registration Statement on Form S-2 (Reg. No. 333-16573) declared effective on January 27,
1997.
(w) Consulting Agreement, dated December 4, 1996, between the Registrant and Charles R. Wood
-- incorporated by reference from Exhibit 10(b) to the Registrant's Current Report on
Form 8-K, dated December 13, 1996.
(x) Non-Competition Agreement dated as of December 4, 1996 between the Registrant and Charles
R. Wood --incorporated by reference from Exhibit 10(c) of the Registrant's Current Report
on Form 8-K, dated December 13, 1996.
(y) Stock Purchase Agreement dated as of December 4, 1996, among the Registrant, Stuart
Amusement Company, Edward J. Carroll, Jr., and the Carroll Family Limited Partnership --
incorporated by reference from Exhibit 10(y) to Registrant's Registration Statement on
Form S-2 (Reg. No. 333-16573) declared effective on January 27, 1997.
(z) Registrant's 1996 Stock Option and Incentive Plan.
(aa) 1997 Management Agreement Relating to Marine World, by and between the Marine World Joint
Powers Authority and Park Managment Corp, dated as of the 1st day of February, 1997.
(ab) Purchase Option Agreement Among City of Vallejo, Marine World Joint Powers Authority and
Redevelopment Agency of the City of Vallejo, and Park Management Corp., dated as of
August 29, 1997.
(ac) Letter Agreement, dated November 7, 1997, amending 1997 Management Agreement Relating to
Marine World, by and between the Marine World Joint Powers Authority and Park Managment
Corp., dated as of the 1st day of February, 1997.
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(ad) Reciprocal Easement Agreement between Marine World Joint Powers Authority and and Park
Management Corp., dated as of November 7, 1997.
(ae) Parcel Lease between Marine World Joint Powers Authority and and Park Management Corp.,
dated as of November 7, 1997.
(af) Employment Agreement, dated as of July 31, 1997, between Premier Parks Inc. and Kieran E.
Burke.
(ag) Employment Agreement, dated as of July 31, 1997, between Premier Parks Inc. and Gary
Story.
(ah) Employment Agreement, dated as of July 31, 1997, between Premier Parks Inc. and James F.
Dannhauser.
(ai) Stock Purchase Agreement dated as of September 26, 1997, among Registrant, Kentucky
Kingdom, Inc., Hart-Lunsford Enterprises, LLC, and Edward J. Hart -- incorporated by
reference from Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
(aj) Employment Agreement dated as of November 7, 1997, between Registrant and Edward J. Hart
-- incorporated by reference from Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997.
(ak) Rights Agreement dated as of January 12, 1998 between Premier Parks Inc. and Bank One
Trust Company, N.A., as Rights Agent -- incorporated by reference from Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated December 15, 1997.
(al) Stock Purchase Agreement dated as of December 15, 1997, between the Registrant and
Centrag S.A., Karaba N.V. and Westkoi N.V. -- incorporated by reference from Exhibit 10.1
to the Registrant's Current Report on Form 8-K dated December 15, 1997.
(am) Agreement and Plan of Merger dated as of February 9, 1998, by and among the Registrant,
Six Flags Entertainment Corporation and others -- incorporated by reference from Exhibit
10(a) to the Registrant's Current Report on Form 8-K dated February 9, 1998.
(21) Subsidiaries of the Registrant.
(23) Consent of KPMG Peat Marwick LLP
*(27) Financial Data Schedule
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* Filed herewith.
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<LEGEND>
This schedule contains summary financial information extracted from the audited
financial statements dated December 31, 1996 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,043,000
<SECURITIES> 0
<RECEIVABLES> 1,180,000
<ALLOWANCES> 0
<INVENTORY> 4,200,000
<CURRENT-ASSETS> 12,839,000
<PP&E> 263,175,000
<DEPRECIATION> (17,845,000)
<TOTAL-ASSETS> 304,803,000
<CURRENT-LIABILITIES> 16,855,000
<BONDS> 149,342,000
0
0
<COMMON> 569,000
<OTHER-SE> 113,302,000
<TOTAL-LIABILITY-AND-EQUITY> 304,803,000
<SALES> 93,447,000
<TOTAL-REVENUES> 93,447,000
<CGS> 11,101,000
<TOTAL-COSTS> 11,101,000
<OTHER-EXPENSES> 50,958,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,121,000
<INCOME-PRETAX> 3,262,000
<INCOME-TAX> 1,497,000
<INCOME-CONTINUING> 1,765,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,765,000
<EPS-PRIMARY> 0.14
<EPS-DILUTED> 0.13
</TABLE>
