<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1998
REGISTRATION NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PREMIER PARKS INC.
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C>
DELAWARE 13-3995059
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
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<TABLE>
<S> <C>
11501 NORTHEAST EXPRESSWAY KIERAN E. BURKE
OKLAHOMA CITY, OKLAHOMA 73131 11501 NORTHEAST EXPRESSWAY
TEL: (405) 475-2500 OKLAHOMA CITY, OKLAHOMA 73131
(Address, including zip code, and telephone number, including TEL: (405) 475-2500
area code, of Registrant's principal executive offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
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COPIES TO:
<TABLE>
<S> <C>
JAMES M. COUGHLIN, ESQ. THOMAS R. BROME, ESQ.
Baer Marks & Upham LLP Cravath, Swaine & Moore
805 Third Avenue Worldwide Plaza
New York, New York 10022 825 Eighth Avenue
Tel: (212) 702-5819 New York, New York 10019
Tel: (212) 474-1000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-45859
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
(SEE FOLLOWING PAGE.)
------------------------
THE CONTENTS OF THE REGISTRATION STATEMENT, AS AMENDED, REGISTRATION NUMBER
333-45859, ON FORM S-3 ARE INCORPORATED BY REFERENCE INTO, AND SHALL BE PART OF
THIS REGISTRATION STATEMENT.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) BE REGISTERED PRICE PER SHARE OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $0.05(3)................. (4) (4) $120,318,750 $35,494.03(5)
</TABLE>
(1) This Registration Statement also pertains to certain rights (the "Rights")
attached to each share of Common Stock. Each Right entitles its registered
holder to purchase one one-thousandth of a share of a junior participating
series of Preferred Stock of the Registrant upon the occurrence of certain
prescribed events. Until the occurrence of such events, the Rights are not
exercisable, will be evidenced by the certificates for the Common Stock and
will be transferred along with and only with the Common Stock.
(2) Estimated in accordance with Rule 457(o) solely for the purposes of
computing the registration fee.
(3) Includes shares of Common Stock which may be issued upon exercise of the
Underwriters' over-allotment options. See "Underwriting."
(4) Omitted pursuant to Rule 457(o).
(5) The Registrant has instructed its bank to insure transfer of the foregoing
fee to the account of the Securities and Exchange Commission and no later
than close of business on March 27, 1998.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3, as amended, filed
by Premier Parks Inc. (the " Company") with the Securities and Exchange
Commission (the "Commission") (Registration No. 333-45859) pursuant to the
Securities Act of 1933 is incorporated by reference into this Registration
Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-45859 are incorporated by reference into, and shall be deemed
part of, this Registration Statement, except the following which are filed
herewith:
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<C> <S>
(5) Opinion of Baer Marks & Upham LLP
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Ernst & Young LLP
23(c) Consent of Carpenter Mountjoy & Bressler, PSC
23(d) Consent of Coopers & Lybrand Reviseurs d' Enterprises
23(e) Consent of Baer Marks & Upham LLP (included in Exhibit (5)
24.1 Power of Attorney (included on the signature page of Registration No. 333-45859
</TABLE>
II-1
<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-3 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 26th day of March
1998.
PREMIER PARKS INC.
By: *
------------------------------------------
Kieran E. Burke
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
Chairman of the Board and
* Chief Executive Officer
- ------------------------------ (principal executive March 26, 1998
Kieran E. Burke officer)
* Director, President and
- ------------------------------ Chief March 26, 1998
Gary Story Operating Officer
Chief Financial Officer
* and
- ------------------------------ Director (principal March 26, 1998
James F. Dannhauser financial and accounting
officer)
*
- ------------------------------ Director March 26, 1998
Paul A. Biddelman
*
- ------------------------------ Director March 26, 1998
Michael E. Gellert
*
- ------------------------------ Director March 26, 1998
Jack Tyrrell
*
- ------------------------------ Director March 26, 1998
Sandy Gurtler
*
- ------------------------------ Director March 26, 1998
Charles R. Wood
*By: JAMES M. COUGHLIN
-------------------------
James M. Coughlin
Attorney-in-fact
II-2
<PAGE>
EXHIBIT INDEX
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<CAPTION>
PAGE
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<S> <C> <C> <C>
(5) Opinion of Baer Marks & Upham LLP
(23) Consents:
(a) Consent of Baer Marks & Upham LLP (included in Exhibit (5))................................
(b) Consent of KPMG Peat Marwick LLP...........................................................
(c) Consent of Ernst & Young LLP...............................................................
(d) Consent of Coopers & Lybrand Reviseurs d' Entreprises......................................
(e) Consent of Carpenter Mountjoy & Bressler, PSC..............................................
(24) Power of Attorney (included on the signature page of Registration Statement No. 333-45859)................
</TABLE>
<PAGE>
Exhibit 5
March 26, 1998
Premier Parks Inc.
122 East 42nd Street
New York, New York 10168
Re: Registration Statement on Form S-3
----------------------------------
Gentlemen:
We have acted as your counsel in connection with the filing of a
Registration Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission, relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act") of up to (i) 3,000,000
shares of common stock, par value $.05 per share (the "Common Stock"), of
Premier Parks Inc. (the "Company"); and (ii) 450,000 additional shares of Common
Stock which may be sold to the Underwriters pursuant to thirty (30) day
over-allotment options. Capitalized terms used herein but not otherwise defined
shall have the respective meanings set forth in the Registration Statement.
In connection with the foregoing, we have examined copies of the
Company's Certificate of Incorporation and By-laws, each as amended through the
date hereof, the minutes of unanimous written consents of the Board of Directors
and stockholders of the Company and originals or copies, satisfactory to us, of
all such corporate records, agreements, certificates and other documents of the
Company 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 and accuracy of all documents submitted to us
as originals and the conformity to the original documents of all documents
submitted to us as copies. As to questions of fact material to such opinion, we
have relied upon certificates of public officials and certificates of officers
or other representatives of the Company.
<PAGE>
Premier Parks, Inc.
March 26, 1998
Page 2
Based upon the foregoing and subject to the qualifications and
limitations stated herein, we are of the opinion that (a) the Company is a
validly existing corporation under the laws of the State of Delaware and (b) the
Common Stock, when sold to the Underwriters in accordance with the terms and
conditions of the Underwriting Agreement, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a 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 or the
rules and regulations promulgated thereunder, or that we are "experts" within
the meaning of the Securities Act or the rules and regulations promulgated
thereunder.
Very truly yours,
<PAGE>
EXHIBIT 23(B)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Premier Parks Inc.:
We consent to the incorporation by reference in the registration statement
on Form S-3 of Premier Parks Inc. of our report dated February 23, 1998, with
respect to the consolidated financial statements 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 registration statement on Form S-3 (No. 333-45859) of Premier Parks Inc. and
to the reference to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
Oklahoma City, Oklahoma
March 26, 1998
<PAGE>
EXHIBIT 23(C)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-3 relating to the registration of additional Common Shares of Premier
Parks Inc. of our report dated February 14, 1998, with respect to the
consolidated financial statements of Six Flags Entertainment Corporation as of
December 28, 1997 and December 29, 1996 and the related consolidated statements
of operations, stockholders' equity (deficit) and cash flows for each of the
three years in the period ended December 28, 1997, which report appears in the
Registration Statement on Form S-3 (No. 333-45859) of Premier Parks Inc. and to
the reference to our firm under the heading "Experts" in the Prospectus.
Ernst & Young LLP
New York, New York
March 23, 1998
<PAGE>
EXHIBIT 23(d)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement
of Premier Parks, Inc. on Form S-3 of our report dated March 18, 1998 on our
audit of the financial statements of Walibi S.A. as of December 31, 1996 and
1997 and for each of the two years in the period ended December 31, 1997 which
report is incorporated by reference from and appearing in Premier Parks' Form
8-K/A dated December 15, 1997. We also consent to the reference to our firm
under the caption "Experts" in the registration statement.
Coopers & Lybrand
Reviseurs
d'Entreprises/Bedrijfsrevisoren
BCV/SCC
represented by
Philippe Barbier
Brussels, Belgium
March 26, 1998
<PAGE>
EXHIBIT 23(E)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Kentucky Kingdom, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-3 of Premier Parks, Inc. of our report dated December 12, 1997, except as
to Note K which is as of March 4, 1998, relating to the balance sheet of
Kentucky Kingdom as of November 2, 1997, and the related statements of income,
changes in stockholders equity and cash flows for the year then ended, which
report appears in the amended report on Form 8-K/A of Premier Parks, Inc. and to
the reference to our firm under the heading "Experts" in the Prospectus Offer to
Purchase.
Carpenter, Mountjoy & Bressler, PSC
Louisville, Kentucky
March 26, 1998
