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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MARCH 25, 1998
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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 63131
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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)
Page 1 of 5 total pages
(Exhibit index is found on page 5)
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ITEM 5. Other Events.
Premier Parks Inc. (formerly Premier Parks Holdings Corporation), a
Delaware corporation (the "Registrant"), is a recently formed holding company
which was organized to provide its predecessor and principal subsidiary, Premier
Parks Operations, Inc. (formerly Premier Parks Inc.), a Delaware corporation
("Premier"), with a holding company organizational structure that can
accommodate future growth from internal operations, acquisitions or joint
ventures, broaden the alternatives available for future financing and generally
provide for greater administrative and operational flexibility.
On March 25, 1998, the holding company organizational structure was
effected by a merger conducted pursuant to Section 251(g) of the Delaware
General Corporation Law (the "Merger"), which provides for the formation of a
holding company structure without a vote of the stockholders of Premier. In the
Merger, Premier Parks Merger Corporation, a Delaware corporation, merged with
and into Premier, with Premier as the surviving corporation. Prior to the
Merger, Premier Parks Merger Corporation was a direct, wholly-owned subsidiary
of the Registrant, which was a direct, wholly-owned subsidiary of Premier
organized for the purpose of implementing the holding company organizational
structure. By virtue of the Merger, Premier became a direct, wholly-owned
subsidiary of the Registrant, all of Premier's outstanding capital stock was
converted, on a share for share basis, into capital stock of the Registrant and
the corporate names of the Registrant and Premier were changed to their present
names. As a result, each stockholder of Premier became the owner of an
identical number of shares of capital stock of the Registrant. Additionally,
each outstanding option or warrant to purchase shares of Premier's common stock
was automatically converted into an option or warrant to purchase, upon the same
terms and conditions, an identical number of shares of the Registrant's common
stock.
The conversion of shares of capital stock in the Merger occurred without an
exchange of certificates. Accordingly, certificates formerly representing
shares of outstanding capital stock of Premier are deemed to represent shares of
capital stock of the Registrant. The Registrant's Restated Certificate of
Incorporation and Bylaws are filed as exhibits hereto.
In addition, the consents of Coopers & Lybrand Reviseurs d'Entreprises,
listed as Exhibits 23(e) to the Registrant's Registration Statements on Form S-3
(File Nos. 333-45859, 333-46167 and 333-46897) are filed herewith as Exhibits
23.1, 23.2 and 23.3 hereto.
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ITEM 7(c). Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of February 9, 1998 by
and among the Registrant, Premier Parks Inc. and Premier
Parks Merger Corporation
3.1(i) Amended and Restated Certificate of Incorporation of the
Registrant, filed with the office of the Secretary of State
of the State of Delaware on March 25, 1998
3.1(ii) By-laws of the Registrant
23.1 Consent of Coopers & Lybrand Reviseurs d'Entreprises listed
as Exhibit 23(e) to the Registrant's Registration Statement
on Form S-3 (File No. 333-45859)
23.2 Consent of Coopers & Lybrand Reviseurs d'Entreprises listed
as Exhibit 23(e) to the Registrant's Registration Statement
on Form S-3 (File No. 333-46167)
23.3 Consent of Coopers & Lybrand Reviseurs d'Entreprises listed
as Exhibit 23(e) to the Registrant's Registration Statement
on Form S-3 (File No. 333-46897)
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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: March 25, 1998
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
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of February 9, 1998 by
and among the Registrant, Premier Parks Inc. and Premier
Parks Merger Corporation
3.1(i) Amended and Restated Certificate of Incorporation of the
Registrant, filed with the office of the Secretary of State
of the State of Delaware on March 25, 1998
3.1(ii) By-laws of the Registrant
23.1 Consent of Coopers & Lybrand Reviseurs d'Entreprises listed
as Exhibit 23(e) to the Registrant's Registration Statement
on Form S-3 (File No. 333-45859)
23.2 Consent of Coopers & Lybrand Reviseurs d'Entreprises listed
as Exhibit 23(e) to the Registrant's Registration Statement
on Form S-3 (File No. 333-46167)
23.3 Consent of Coopers & Lybrand Reviseurs d'Entreprises listed
as Exhibit 23(e) to the Registrant's Registration Statement
on Form S-3 (File No. 333-46897)
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Exhibit 2.1
AGREEMENT AND PLAN OF MERGER FOR THE P MERGER
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This Agreement and Plan of Merger for the P Merger (this "AGREEMENT"),
dated as of February 9, 1998, is entered into by and among, Premier Parks Inc.,
a Delaware corporation ("PARENT"), Premier Parks Holdings Corporation, a
Delaware corporation ("HOLDCO") and a direct, wholly-owned subsidiary of Parent,
and Premier Parks Merger Corporation, a Delaware corporation ("MERGER SUB P")
and a direct, wholly-owned subsidiary of Holdco, in connection with the
transactions contemplated by that certain Agreement and Plan of Merger, dated as
of the date hereof (the "MERGER AGREEMENT"), by and among, Parent, Holdco,
Merger Sub P, PPStar I, Inc., a Delaware corporation ("MERGER SUB S") and a
direct, wholly-owned subsidiary of Holdco, the Six Flags Entertainment Company,
a Delaware corporation (the "COMPANY"), and the holders (the "SELLERS") of all
of the issued and outstanding Company capital stock.
WHEREAS, Parent has an authorized capitalization consisting of (i)
90,000,000 shares of Common Stock, par value $.05 per share ("PARENT COMMON
STOCK"), of which 18,873,111 shares are issued and outstanding as of the date
hereof, and (ii) 500,000 shares of preferred stock, par value $1.00 per share,
of which no shares are issued and outstanding as of the date hereof;
WHEREAS, Holdco has an authorized capitalization consisting of (i) 3,000
shares of Common Stock, par value $.01 per share ("HOLDCO COMMON STOCK"), of
which 10 shares are issued and outstanding as of the date hereof and are owned
by Parent;
WHEREAS, Merger Sub P has an authorized capitalization consisting of 3,000
shares of common Stock, par value $.01 per share ("MERGER SUB P COMMON STOCK"),
10 shares of which are issued and outstanding as of the date hereof and are
owned by Holdco;
WHEREAS, the Board of Directors of Parent has determined it to be in the
best interest of Parent to effect a change in corporate structure whereby Parent
will become the wholly owned subsidiary of Holdco.
WHEREAS, it is intended that the foregoing structure be effected without a
vote of Parent's stockholders pursuant to and in accordance with Section 251(g)
of the Delaware General Corporation Law (the "DGCL"); and
WHEREAS, the Board of Directors of each of Parent, Holdco and Merger Sub P
have heretofore approved this Agreement and the P Merger in accordance with the
DGCL and upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereto agree as follows:
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ARTICLE 1
CERTAIN DEFINITIONS
Section 1.1 As used in this Agreement, and unless the context requires
otherwise, capitalized terms used herein but not defined herein shall have the
meanings ascribed to such terms in the Merger Agreement.
ARTICLE 2
THE P MERGER
Section 2.1 THE P MERGER. Upon the terms and subject to the conditions
of this Agreement, at the Effective Time of the P Merger (as defined in Section
2.2) and in accordance with the DGCL, Merger Sub P shall be merged with and into
Parent. Following the P Merger, the separate existence of Merger Sub P shall
cease and Parent shall continue as the surviving corporation (the "P SURVIVING
CORPORATION").
Section 2.2 EFFECTIVE TIME. The P Merger shall become effective at the
time of filing of a certified copy of this Agreement with the Secretary of State
of the State of Delaware as required by the DGCL (the "Effective Time"), which
Effective Time shall be prior to the effective time of the merger of Merger Sub
S with and into the Company pursuant to Section 2.1 of the Merger Agreement.
Section 2.3 EFFECTS OF THE MERGERS. The P Merger shall have the effects
set forth in Section 259 of the DGCL.
ARTICLE 3
CONVERSION OF CAPITAL STOCK OF
THE CONSTITUENT CORPORATIONS
Section 3.1 As of the Effective Time of the P Merger, by virtue of the P
Merger and without any action on the part of the holder of any shares of Parent
Common Stock or any shares of capital stock of Merger Sub P:
3.1.1 CONVERSION OF COMMON STOCK OF MERGER SUB P. Each share of
Merger Sub P Common Stock issued and outstanding immediately prior to the
Effective Time of the P Merger shall be converted into one (1) fully paid and
non-assessable share of Common Stock, par value $.05 per share, of the P
Surviving Corporation.
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3.1.2 CONVERSION OF PARENT TREASURY STOCK. Each share of Parent
Common Stock that is owned by Parent or any of its subsidiaries immediately
prior to the Effective Time of the P Merger shall be converted into one (1)
share of Holdco Common Stock. As of the Effective Time, all such shares of
Parent Common Stock shall no longer be outstanding and shall automatically be
canceled and shall cease to exist. As of the Effective Time of the P Merger,
each certificate theretofore representing such shares of Parent Common Stock,
without any action on the part of Holdco, Parent or the holder thereof shall be
deemed to represent a number of shares of Holdco Common Stock equivalent to that
number of shares of Parent Common Stock formerly represented by such certificate
and shall cease to represent any rights in any shares of Parent Common Stock.
3.1.3 CONVERSION OF PARENT COMMON STOCK. Each share of Parent
Common Stock issued and outstanding immediately prior to the Effective Time of
the P Merger (other than shares referred to in Section 3.1.2 hereof) shall be
converted into one (1) fully paid and nonassessable share of Holdco Common
Stock. As of the Effective Time of the P Merger, all such shares of Parent
Common Stock shall no longer be outstanding and shall automatically be canceled
and shall cease to exist. As of the Effective Time of the P Merger, each
certificate theretofore representing such shares of Parent Common Stock, without
any action on the part of Holdco, Parent or the holder thereof, shall be deemed
to represent a number of shares of Holdco Common Stock equivalent to that number
of shares of Parent Common Stock formerly represented by such certificate and
shall cease to represent any rights in any shares of Parent Common Stock.
Section 3.2 EXCHANGE RATIO FOR PARENT OPTIONS AND PARENT WARRANTS.
(a) Prior to the Effective Time of the P Merger, Parent and Holdco
shall take all requisite action so that, as of the Effective Time of the P
Merger, each Parent Option and each Parent Warrant (and each other right to
receive shares of Parent Common Stock), in each case outstanding immediately
prior to the Effective Time of the P Merger, shall be assumed by Holdco and
represent an option or warrant (or other right), as the case may be, to purchase
shares of Holdco Common Stock, as provided below. Following the Effective Time
of the P Merger, each such Parent Option shall continue to have, and shall be
subject to, the same terms and conditions set forth in the applicable Parent
Stock Option Plan pursuant to which such Parent Option was granted, and each
such Parent Warrant (or other such right) shall continue to have, and shall be
subject to, the same terms and conditions, in each case as in effect immediately
prior to the Effective Time of the P Merger, except that each such Parent Option
or Parent Warrant (or other right) shall be exercisable for a number of shares
of Holdco Common Stock equal to the number of shares of Parent Common Stock for
which such Parent Option or Parent Warrant (or other right) was exercisable
immediately prior to the Effective Time of the P Merger.
(b) As of the Effective Time of the P Merger, Holdco shall enter into
an assumption agreement with respect to each such Parent Option and each such
Parent Warrant (or other such right) which, in the case of any Parent Option,
Parent Warrant or other right,
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shall provide for Holdco's assumption of the obligations of Parent under the
relevant Parent Stock Option Plan (and any related agreement pursuant to which
options, warrants or other rights may have been granted). Prior to the
Effective Time of the P Merger, Parent shall make such amendments, if any, to
the Parent Stock Option Plans as shall be necessary to permit such assumption in
accordance with this Section 3.2(b).
(c) It is the intention of the parties that, to the extent that any
Parent Option constitutes an "incentive stock option" (within the meaning of
Section 422 of the Code) immediately prior to the Effective Time of the P
Merger, such Parent Option shall continue from and after the Effective Time to
qualify as an incentive stock option to the maximum extent permitted by Section
422 of the Code, and that the assumption of the Parent Option provided by this
Section 3.2 shall satisfy the conditions of Section 424(a) of the Code.
Section 3.3 ADOPTION OF EMPLOYMENT AGREEMENTS. At the Effective Time,
Holdco shall assume all of Parent's obligations to issue restricted stock under
the Employment Agreement of Parent, each dated as of July 31, 1997, with each of
Kieran E. Burke, Gary Story and James F. Dannhauser and all references therein
to Parent Common Stock shall be deemed to be references to Holdco Common Stock
from and after the Effective Time.
ARTICLE 4
THE SURVIVING CORPORATION
Section 4.1 CERTIFICATE OF INCORPORATION. At the Effective Time of the
P Merger, the certificate of incorporation of Parent, as in effect immediately
prior to the Effective Time of the P Merger, shall be amended so as to read in
its entirety in the form annexed as Exhibit A hereto.
Section 4.2 BY-LAWS. The by-laws of Parent, as in effect immediately
prior to the Effective Time of the P Merger, shall become, from and after the
Effective Time of the P Merger, the by-laws of the P Surviving Corporation,
until thereafter altered, amended or repealed as provided therein and in
accordance with applicable law.
Section 4.3 DIRECTORS. The directors of Parent in office immediately
prior to the Effective Time of the P Merger, shall be the directors of the P
Surviving Corporation until the earlier of their death, resignation or removal
or until their respective successors are duly elected or appointed and
qualified, as the case may be.
Section 4.4 OFFICERS. The officers of Parent in office immediately
prior to the Effective Time of the P Merger, shall be the officers of the P
Surviving Corporation until the earlier of their death, resignation or removal
or until their respective successors are duly elected or appointed and
qualified, as the case may be.
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ARTICLE 5
COVENANTS
Section 5.1 COMPLIANCE WITH SECTION 251(G) OF THE DGCL. Holdco shall
take any and all actions required so that the requirements of Sections 251(g)(4)
and 251(g)(6) of the DGCL are fully satisfied in connection with the P Merger.
ARTICLE 6
CONDITIONS OF MERGER
Section 6.1 The obligations of each party hereto to effect the P Merger
shall be subject to the satisfaction of the condition that, immediately prior to
the Effective Time of the P Merger, the conditions to the obligations of Parent,
Holdco and Merger Sub S to effect the merger of Merger Sub S with and into the
Company (the "S MERGER") in accordance with the terms of the Merger Agreement
shall have been satisfied (or waived as permitted under the Merger Agreement)
(other than the conditions set forth in Sections 7.1.3 (with respect to the P
Merger), 7.2.3 (with respect to the Sellers' Closing Certificate), 7.2.5 (with
respect to the Equity Issuance), 7.2.6 (with respect to the legal opinion) and
7.2.7 (with respect to the tax opinion) of the Merger Agreement and the
performance of the covenant set forth in Section 6.29 of the Merger Agreement
(collectively, the "EXCEPTED CONDITIONS")), such that subsequent to the
Effective Time of the P Merger, the parties to the Merger Agreement are
obligated to effect the S Merger upon satisfaction (or waiver as permitted under
the Merger Agreement) of the Excepted Conditions.
Section 6.2 The obligations of Parent and Merger Sub P to effect the P
Merger shall be subject to the satisfaction of the condition that immediately
prior to the Effective Time of the P Merger, Holdco shall have fully performed
its obligations under Article 5 hereof.
ARTICLE 7
TERMINATION AND AMENDMENT
Section 7.1 TERMINATION. This Agreement may be terminated and the P
Merger contemplated hereby may be abandoned at any time prior to the Effective
Time of the P Merger by action of the Board of Directors of Parent, the Board of
Directors of Holdco or the Board of Directors of Merger Sub P if such Board of
Directors should determine that for any reason the completion of the
transactions provided for herein would be inadvisable or not in the best
interest of such corporation or its stockholders. In the event of such
termination
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and abandonment, this Agreement shall become null and void and neither Parent,
Holdco or Merger Sub P, nor their respective stockholders, directors or officers
shall have any liability as between and among them with respect to such
termination and abandonment.
Section 7.2 AMENDMENT. Subject to the DGCL, this Agreement may be
supplemented, amended or modified by the mutual consent of the Boards of
Directors of the parties to this Agreement.
ARTICLE 8
MISCELLANEOUS PROVISIONS
Section 8.1 MISCELLANEOUS PROVISIONS.
8.1.1 COUNTERPARTS. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
8.1.2 HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.
8.1.3 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely within such State, without regard
to the principles of conflicts of law of such State (except to the extent that
the DGCL is applicable to the transactions contemplated by this Agreement).
8.1.4 JURISDICTION.
(a) EACH OF THE PARTIES HERETO AGREES THAT ANY ACTION, SUIT OR
PROCEEDING AGAINST ANY OF THE PARTIES HERETO ARISING UNDER OR RELATING IN ANY
WAY TO THIS AGREEMENT OR A TRANSACTION CONTEMPLATED HEREBY MAY ONLY BE BROUGHT
OR ENFORCED IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND EACH OF THE PARTIES HERETO IRREVOCABLY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF EACH SUCH COURT IN RESPECT OF ANY SUCH
ACTION, SUIT OR PROCEEDING. EACH OF THE PARTIES HERETO FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS IN ANY SUCH ACTION, SUIT OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PRE-PAID,
RETURN RECEIPT REQUESTED, TO SUCH PARTY AT ITS ADDRESSES PROVIDED FOR NOTICES
HEREUNDER.
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(b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION, SUIT OR PROCEEDING ARISING UNDER OR RELATING IN ANY WAY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY COURT LOCATED IN THE
STATE OF NEW YORK AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT A COURT
LOCATED IN THE STATE OF NEW YORK IS NOT A CONVENIENT FORUM FOR ANY SUCH ACTION,
SUIT OR PROCEEDING.
8.1.5 SEVERABILITY. Should any clause, sentence, paragraph,
subsection, Section or Article of this Agreement be judicially declared to be
invalid, unenforceable or void, such decision will not have the effect of
invalidating or voiding the remainder of this Agreement, and the part or parts
of this Agreement so held to be invalid, unenforceable or void will be deemed to
have been stricken here from by the parties hereto, and the remainder will have
the same force and effectiveness as if such stricken part or parts had never
been included herein.
8.1.6 FURTHER ASSURANCES. Each of the parties shall execute such
documents and perform such other acts as may be reasonably required or desirable
to carry out or to perform the provisions of this Agreement.
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed and delivered by their respective officers hereunto duly authorized on
the date first above written.
PREMIER PARKS INC.
By: /s/ James F. Dannhauser
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Name: James F. Dannhauser
Title: Chief Financial Officer
PREMIER PARKS HOLDINGS CORPORATION
By: /s/ James F. Dannhauser
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Name: James F. Dannhauser
Title Chief Financial Officer
PREMIER PARKS MERGER CORPORATION
By: /s/ James F. Dannhauser
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Name: James F. Dannhauser
Title Chief Financial Officer
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EXHIBIT A
RESTATED
CERTIFICATE OF INCORPORATION
OF
PREMIER PARKS OPERATIONS INC.
ARTICLE I
The name of the corporation is Premier Parks Operations Inc. (hereinafter
referred to as the "CORPORATION").
ARTICLE II
The address of the Corporation's registered office in the State of Delaware
is Corporation Service Company, 1013 Centre Road, in the City of Wilmington,
County of New Castle. The name of the registered agent of the Corporation at
such address is Corporation Service Company.
ARTICLE III
The nature of the business and purposes to be conducted or promoted are:
To own, sell, purchase, rent, lease, develop, subdivide, hire, exchange,
release, partition, assign, mortgage, pledge, hypothecate, grant security
interests in, encumber, negotiate, convey, transfer or otherwise dispose of,
deal with or grant interests in any real estate, or the improvements thereon,
including options for a fee, commission or other valuable consideration and
negotiate any such activity for others and to engage generally in all aspects of
the real estate business;
To buy, hold, sell and deal in and with goods, wares, merchandise,
equipment, tools, machinery, devices, material and every other kind of personal
or other property;
To purchase, construct, manage for others, own and operate dwelling and
other houses, apartments, condominiums, commercial buildings and other
improvements on real estate, to rent or otherwise use same, and to sell, dispose
of or otherwise turn the same to account;
To buy, acquire, hold sell and deal in stocks, bonds, certificates of
participation, securities and other interests;
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To borrow money and contract debts when necessary for the transaction of
its business, or for the exercise of its rights, privileges or franchises, issue
bonds, promissory notes, bills of exchange, debentures and other obligations and
evidences of indebtedness, secured or unsecured, for money borrowed or in
payment for property purchased or acquired, or for any other lawful objects;
To issue shares or other securities, which may be secured or unsecured and
may be subordinated to any indebtedness of the Corporation and may be
convertible into shares, and to purchase or otherwise acquire, hold, cancel,
reissue, sell and transfer any of such securities;
To make, enter into and perform leases, contracts, obligations and other
agreements of every sort;
To lend money, secured or unsecured, and give and receive negotiable or
non-negotiable instruments therefor; to guarantee, co-sign, indemnify or act as
surety with respect to payment or performance of obligations of third parties;
and to assign, convey, transfer, mortgage, subordinate, pledge, grant security
interests in, encumber or hypothecate any property of the corporation to secure
any of the foregoing;
To enter into joint ventures, general, special or limited partnerships as a
general, special or limited partner, and any other lawful combinations or
associations.
To engage in any lawful act or activity of which corporations may be
organized under the General Corporation Law of Delaware.
ARTICLE IV
The total number of all classes of stock which the Corporation shall have
authority to issue is One Thousand (1,000) shares of Common Stock, par value
$.05 per share.
ARTICLE V
The name and mailing address of the sole incorporator are as follows:
Louis J. Price
800 Park Avenue, 5th Floor
Oklahoma City, Oklahoma 73102
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ARTICLE VI
The Corporation is to have perpetual existence.
ARTICLE VII
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized:
To adopt, amend, or repeal the Bylaws of the Corporation, subject to the
authority of the stockholders to adopt, amend, or repeal the same;
To authorize and cause to be executed mortgages and liens upon the real and
personal property of the Corporation; and
To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
ARTICLE VIII
Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware, may, on application in a summary way of the Corporation,
or of any creditor or stockholder thereof, or on the application of any receiver
or receivers appointed for the Corporation under the provisions of Section 291
of Title 8 of the Delaware Code, or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting
of the creditors or class of creditors, and/or of the stockholders or a class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all of the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.
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ARTICLE IX
Meetings of the stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation. Elections of directors
need not be by written ballot unless the Bylaws of the Corporation shall so
provide.
ARTICLE X
The Corporation reserves the right to amend, alter, change, or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
ARTICLE XI
No director shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
PROVIDED, HOWEVER, that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 (or any successor section) of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. This Article XI shall not eliminate or limit the
liability of a director for any act or omission occurring prior to the date when
this Article XI becomes effective. Neither the amendment nor repeal of this
Article XI nor the adoption of any provision of this Certificate of
Incorporation inconsistent with this Article XI shall eliminate or reduce the
effect of this Article XI in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Article XI, would accrue or arise,
prior to such amendment or repeal, or adoption of an inconsistent provision.
ARTICLE XII
Any act or transaction by or involving the Corporation that requires for
its adoption under the Delaware General Corporation Law (the "GCL") or this
Restated Certificate of Incorporation, the approval of the stockholders of the
Corporation, shall also require pursuant to Section 251(g) of the GCL, the
approval of the stockholders of Premier Parks Inc. (or any successor by merger)
by the same vote as is required by the provisions of the GCL and/or by this
Restated Certificate of Incorporation.
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Exhibit 3.1(i)
RESTATED
CERTIFICATE OF INCORPORATION
OF
PREMIER PARKS INC.
FIRST: The name of the corporation is Premier Parks Inc. (hereinafter
referred to as the "Corporation").
SECOND: The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle. The
name of its registered agent at such address is Corporation Service Company.
THIRD: The nature of the business and purposes to be conducted or promoted
are:
To own, sell, purchase, rent, lease, develop, subdivide, hire, exchange,
release, partition, assign, mortgage, pledge, hypothecate, grant security
interests in, encumber, negotiate, convey, transfer or otherwise dispose of,
deal with or grant interests in any real estate, or the improvements thereon,
including options for a fee, commission or other valuable consideration and
negotiate any such activity for others and to engage generally in all aspects of
the real estate business;
To buy, hold, sell and deal in and with goods, wares, merchandise,
equipment, tools, machinery, devices, material and every other kind of personal
or other property;
To purchase, construct, manage for others, own and operate dwelling and
other houses, apartments, condominiums, commercial buildings and other
improvements on real estate, to rent or otherwise use same, and to sell, dispose
of or otherwise turn the same to account;
To buy, acquire, hold sell and deal in stocks, bonds, certificates of
participation, securities and other interests;
To borrow money and contract debts when necessary for the transaction of
its business, or for the exercise of its rights, privileges or franchises, issue
bonds, promissory notes, bills of exchange, debentures and other obligations and
evidences of indebtedness, secured or unsecured, for money borrowed or in
payment for property purchased or acquired, or for any other lawful objects;
To issue shares or other securities, which may be secured or unsecured and
may be subordinated to any indebtedness of the Corporation and may be
convertible into shares,
<PAGE>
and to purchase or otherwise acquire, hold, cancel, reissue, sell and transfer
any of such securities;
To make, enter into and perform leases, contracts, obligations and other
agreements of every sort;
To lend money, secured or unsecured, and give and receive negotiable or
non-negotiable instruments therefor; to guarantee, co-sign, indemnify or act as
surety with respect to payment or performance of obligations of third parties;
and to assign, convey, transfer, mortgage, subordinate, pledge, grant security
interests in, encumber or hypothecate any property of the corporation to secure
any of the foregoing;
To enter into joint ventures, general, special or limited partnerships as a
general, special or limited partner, and any other lawful combinations or
associations; and
To engage in any lawful act or activity of which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 90,500,000 shares, of which 500,000 shares shall be
Preferred Stock with a par value of $1.00 per share and 90,000,000 shares shall
be Common Stock with a par value of $.05 per share.
The Preferred Stock is to be issued in one or more series, with each series
to have such designations, preferences, and relative participating, optional or
other special rights, and qualifications, limitations or resolutions provided
for the issue of each series adopted by the Board of Directors of the
Corporation, subject to the limitations prescribed by law and in accordance with
the provisions hereof, the Board of Directors being hereby expressly vested with
authority to adopt any such resolution or resolutions.
The authority of the Board of Directors with respect to each series shall
include, but not be limited to, the determination or fixing of the following:
(1) the number of shares to constitute the series and the distinctive
designation thereof;
(2) The amount or rate of dividends, on the shares of the series, whether
dividends shall be cumulative and, if so, from what date or dates;
(3) Whether the shares of the series shall be redeemable and, if
redeemable, the terms and provisions upon which the shares of the
series may be redeemed and the premium, if any, and any dividends
accrued thereon which the shares of the series shall be entitled to
receive upon the redemption thereof;
(4) Whether the shares of the series shall be subject to the operations of
a retirement or sinking fund to be applied to the purchase or
redemption of
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<PAGE>
the shares for retirement, if such retirement or sinking fund be
established, the annual amount thereof and the terms and provisions
relative to the operation thereof;
(5) Whether the shares of the series shall be convertible into shares of
any class or classes, with or without par value, or of any other
series of the same class, and if convertible, the conversion price or
prices or the rate at which the conversion may be made and the method,
if any, of adjusting the same;
(6) The rights of the shares of the series in the event of the voluntary
or involuntary liquidation, dissolution, or winding up of the
Corporation;
(7) The restrictions, if any, on the payment of the dividends upon, and
the making of distributions to, any class of stock ranking junior to
the shares of the series, and the restrictions, if any, on the
purchase or redemption of the shares of any such junior class;
(8) Whether the series shall have voting rights in addition to the voting
rights provided by law, and, if so, the terms of such voting rights;
and
(9) Any other relative rights, preferences, and limitations of that
series.
The holders of the Common Stock shall be entitled to one vote for each
share of Common Stock held.
The amount of the authorized stock of any class may be increased or
decreased by the affirmative vote of the holders of a majority of the total
number of outstanding shares of any series of Preferred Stock entitled to vote,
and of Common Stock, voting as a single class.
FIFTH: The name and mailing address of the sole incorporator are as
follows:
Jason Horowitz
c/o Baer Marks & Upham LLP
805 Third Avenue
New York, New York 10022
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To adopt, amend, or repeal the Bylaws of the Corporation, subject to the
authority of the stockholders to adopt, amend, or repeal the same;
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To authorize and cause to be executed mortgages and liens upon the real and
personal property of the Corporation; and
To set apart out of any of the funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
EIGHTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware, may, on application in a summary way
of the Corporation, or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code, or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Corporation under the provisions of Section 279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or a class of stockholders of the Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all of the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.
NINTH: Meetings of the stockholders may be held within or without the
State of Delaware, as the Bylaws may provide. The books of the Corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation. Elections of
directors need not be by written ballot unless the Bylaws of the Corporation
shall so provide.
TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors and officers are subject to this reserved
power.
ELEVENTH: No director shall be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director;
PROVIDED, HOWEVER, that this provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 (or any successor section) of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. This Article Eleventh shall not eliminate or limit
the liability of a
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director for any act or omission occurring prior to the date when this Article
Eleventh becomes effective. Neither the amendment nor repeal of this Article
Eleventh nor the adoption of any provision of this Certificate of Incorporation
inconsistent with this Article Eleventh shall eliminate or reduce the effect of
this Article Eleventh in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Article Eleventh, would accrue or
arise, prior to such amendment or repeal, or adoption of an inconsistent
provision.
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<PAGE>
IN WITNESS WHEREOF, Premier Parks Holdings Corporation has caused this
restated certificate of incorporation to be signed by a duly authorized officer
this 25th day of March 1998.
/s/ Kieran E. Burke
------------------------------------
Kieran E. Burke
Chairman and Chief Executive Officer
<PAGE>
Exhibit 3.1(ii)
RESTATED BY-LAWS
OF
PREMIER PARKS INC.
ARTICLE I
OFFICES
Section 1.1. The principal offices of Premier Parks Inc., a Delaware
corporation (the "Company"), shall be located at 11501 Northeast Expressway,
Oklahoma City, Oklahoma 73131 and 122 East 42nd Street, New York, New York
10168.
Section 1.2. The Company may also have offices at such other places as
the Board of Directors from time to time appoint or the business of the Company
may require.
ARTICLE II
CORPORATE SEAL
Section 2.1. The seal of the Company shall have inscribed thereon the
name of the Company.
ARTICLE III
STOCKHOLDERS' MEETING
Section 3.1. The annual stockholders' meeting shall be held, unless
otherwise determined by the Board of Directors, in the office of the Company.
Section 3.2. The annual meeting of the stockholders shall be held on or
before six (6) months after the end of each full fiscal year (as established by
the Board of Directors), when they shall elect a Board of Directors and transact
such other business as may properly be brought before the meeting.
Section 3.3. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person, or represented by
proxy, shall be requisite and shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
law, or by these bylaws. Any meeting of stockholders, whether or not a quorum
is present, may be adjourned from day to day or from time to time by the vote of
a majority of the stockholders present at the meeting or represented by proxy.
It shall not be necessary to give any notice of the time and place of any
adjourned meeting or of the business to be transacted thereat other than by
announcement at the meeting at which such adjournment is taken, except that when
a meeting is adjourned for thirty (30) days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. At such adjourned
meetings, any business may be transacted which might have been transacted at the
meeting as originally notified.
<PAGE>
Section 3.4. At each meeting of the stockholders every stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed by
an instrument in writing subscribed by such stockholder and bearing a date not
more than six (6) months prior to said meeting. Each stockholder shall have one
(1) vote for each share of stock having voting power, registered in his name on
the books of the Company, except that no share shall be voted on at any election
for Directors which has been transferred on the books of the Company within
twenty (20) days next preceding such election. Unless demanded by a majority of
the number of shares present in person or by proxy, no vote need be by ballot,
and voting need not be conducted by inspectors. All elections shall be had and
all questions decided by a majority vote, except as otherwise provided by law,
or by these by-laws.
Section 3.5. Written notice of the annual meeting shall be mailed to each
stockholder entitled to vote thereat at such address as appears on the stock
book of the Company, at least ten (10) days but not more than sixty (60) days
prior to the meeting.
Section 3.6. A complete list of the stockholders entitled to vote at the
ensuing election, arranged in alphabetical order, with residence of each and
number of voting shares held by each, shall be prepared by the Secretary and
filed in the office of the Company at least ten (10) days prior to the day of
the annual meeting and on the day of the annual meeting where the election is to
be held, and shall at all times during the usual hours of business, at such
places and on such days, be open for examination of any stockholder.
Section 3.7. Special meetings of the stockholders may be held at such
places as the Chairman or President, or the Secretary, from time to time or at
any time, may designate.
Section 3.8. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise provided by law, may be called by the Chairman or
President, and shall be called by the Chairman or President or Secretary at the
request in writing of a majority of the Board of Directors, or at the request in
writing of stockholders owning not less than twenty percent (20%) in amount of
the entire number of shares of the Company issued and outstanding, and entitled
to vote. Any such request shall state the purpose or purposes of the proposed
meeting.
Section 3.9. Business transacted at all special meetings shall be
confined to the objects stated in the call, provided that any other business may
be transacted upon written waiver and to authorize or take such action as
required by the General Corporation Law of Delaware.
Section 3.10. Written notice of all special meetings of the stockholders,
stating the time, place and objects thereof, shall be mailed, postage prepaid,
at least ten (10) days before such meeting, to each stockholder entitled to vote
thereat at such address as appears on the books of the Company, provided that
such notice may be waived in writing, signed by the requisite number of
stockholders as provided by the General Corporation Law of Delaware.
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<PAGE>
ARTICLE IV
DIRECTORS
Section 4.1. The property and business of the Company shall be managed by
its Board of Directors, consisting of not less than three (3) nor more than
fifteen (15) in number. They shall be elected at the annual meetings or special
meetings of the stockholders, and each Director shall be elected to serve until
his successor shall be elected and shall qualify.
Section 4.2. The Directors (who shall be 21 years of age) may hold their
meetings and have one or more offices, and keep the books of the Company at the
office of the Company. Directors need not be shareholders.
Section 4.3. In addition to the powers and authorities by these by-laws
expressly conferred upon them, the Board may exercise all such powers of the
Company and do all such lawful acts and things as are not by law or by these
bylaws directed or required to be exercised or done by the holders of the issued
and outstanding shares entitled to vote.
Section 4.4. If the office of any Director shall become vacant by reason
of death, resignation, disqualification, removal or otherwise, such vacancy may
be filled by the remaining Directors, and the successor or successors shall hold
office for the unexpired term. In the event of any increase in the number of
Directors, pursuant to Section 1 of this Article IV, the vacancy or vacancies so
resulting shall be filled by a majority vote of the Directors then in office or
by written designation of all Directors then in office except for the Director
to be removed. Directors elected to fill vacancies hereunder shall hold office
until the next annual or special meeting of the stockholders.
Section 4.5. Any Director may be removed from office with or without
cause by the holders of a majority of the shares then entitled to vote at an
election of Directors, except as provided by the General Corporation Law of
Delaware.
ARTICLE V
EXECUTIVE COMMITTEE
Section 5.1. There may be an executive committee of three (3) Directors
designated by resolution passed by a majority of the whole Board. Said
committee may meet at stated time, or on notice to all or any one of their own
number. During the intervals between meetings of the Board, such committee
shall advise with and aid the officers of the Company in all matters concerning
its interests and the management of its business, and generally perform such
duties and exercise such powers as may be directed or delegated by the Board of
Directors from time to time. The Board may delegate to such committee authority
while the Board is not in session to exercise all of the powers of the Board,
excepting power to: amend the by-laws; declare dividends or distributions;
adopt an agreement of merger or consolidation; amend the Certificate of
Incorporation; recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Company's
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<PAGE>
property and assets; recommend to the stockholders a dissolution or a revocation
of a dissolution of the Company; authorize the issuance of stock; or adopt a
certificate of ownership and merger. Vacancies in the membership of the
committee may be filled by the Board of Directors at any regular or special
meeting of the Board.
Section 5.2. The executive committee shall keep regular minutes of its
proceedings and report the same to the Board.
ARTICLE VI
COMPENSATION OF DIRECTORS AND MEMBERS
OF THE EXECUTIVE COMMITTEE
Section 6.1. Directors, as such, shall not receive any stated salary for
their services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at such meeting of the Board;
provided that nothing herein contained shall be construed to preclude any
Director from serving the Company in any other capacity and receiving
compensation therefor.
Section 6.2. Members of the executive committee may be allowed like
compensation for attending committee meetings; provided that nothing herein
contained shall be construed to preclude any member thereof from serving the
Company in any other capacity and receiving compensation therefor.
ARTICLE VII
MEETINGS OF THE BOARD OF DIRECTORS
Section 7.1. The annual meeting of the Directors shall be held on the
same day and immediately after the adjournment of the stockholders' annual
meeting. Regular meetings, if any, shall be held at such other times as shall
be fixed by the Directors. No notice shall be required of an annual or a
regular meeting.
Section 7.2. Special meetings of the Board may be called by the Chairman
or President on three days' notice to each Director, either personally or by
mail or by telegram; special meetings shall be called by the Chairman or
President or Secretary in like manner and on like notice on the written request
of two Directors; provided that notice of any special meeting of the Directors
may be waived in writing signed by all of the Directors.
Section 7.3. At all meetings of the Board a majority of the Directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the Directors present at any meeting at
which there is a quorum, shall be the act of the Board, except as may be
otherwise specifically provided by law, the Certificate of Incorporation or by
these by-laws.
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<PAGE>
ARTICLE VIII
OFFICERS
Section 8.1. The officers of the Company shall be chosen by the
Directors, and shall be a president, vice president, secretary, chief financial
officer or treasurer and as many vice presidents, assistant secretaries and
assistant treasurers as the Directors shall from time to time deem advisable.
Any two or more offices, except those of president and secretary, or president
and vice president may, at the same time, be held by the same person. The
Directors may also designate from among their number a Chairman of the Board.
Section 8.2. The Board of Directors, after each annual meeting of
stockholders, shall choose a president from their own number, at least one vice
president, and a secretary and a treasurer who need not be members of the Board.
Section 8.3. The Board may appoint such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time the Board.
Section 8.4. The salaries of all officers of the Company shall be fixed
by the Board of Directors.
Section 8.5. The officers of the Company shall hold office until their
successors are chosen and qualified in their stead.
Section 8.6. Any officer elected or appointed by the Board of Directors
may be removed from office, with or without cause, at any time by the
affirmative vote of a majority of the Directors present at any meeting of the
Board at which a quorum is present.
ARTICLE IX
CHAIRMAN OF THE BOARD
Section 9.1. The Chairman of the Board of Directors shall he the chief
executive officer of the Company and shall preside at all meetings of the
Directors and Stockholders of the Company and shall perform such other functions
as may be directed by the Board of Directors.
ARTICLE X
THE PRESIDENT
Section 10.1. The President shall be the chief operating officer of the
Company. In the absence of a duly appointed Chairman at meetings of the Board
of Directors and Shareholders of the Company, he shall act in the Chairman's
stead at such meetings and shall perform such other duties as the Board shall
prescribe.
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<PAGE>
ARTICLE XI
CHIEF FINANCIAL OFFICER, VICE PRESIDENTS
Section 11.1. The Chief Financial Officer shall, in the absence or
disability of the President, perform the duties and exercise the power of the
President, and shall perform such other duties as the Board of Directors, the
Chairman or the President may prescribe.
Section 11.2. Any of the vice presidents who may be available shall
perform such other duties as the Board of Directors, the Chairman or the
President shall prescribe.
ARTICLE XII
THE TREASURER
Section 12.1. The treasurer shall have the custody of the funds and
securities of the Company and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the Company and shall deposit all monies
and other valuable effects in the name and to the credit of the Company in such
depositories as may be designated by the Board of Directors.
Section 12.2. He shall disburse the funds of the Company as may be ordered
by the Chairman, the President or the Board taking proper vouchers for such
disbursements, and shall render to the President and Directors, at the annual
meetings of the Board, or whenever they may require it, an account of all his
transactions as treasurer and of the financial condition of the Company.
Section 12.3. He shall give the Company a bond, if required by the Board
of Directors, in a sum, and with one or more securities satisfactory to the
Board for the faithful performance of the duties of his office, and for the
restoration to the Company, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the Company.
ARTICLE XIII
THE SECRETARY
Section 13.1. The secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the executive committee when required. He shall give or cause to be given,
notice of all meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors
or President, all subject to the supervision of the President.
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<PAGE>
ARTICLE XIV
VACANCIES AND DELEGATION OF DUTIES OF OFFICERS
Section 14.1. If the office of any officer or agent, one or more, becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office, or otherwise the Directors by a majority vote of the Directors
present any meeting at which there is present a quorum, may choose or appoint a
successor or successors who shall hold office for the unexpired term in respect
of which such vacancy occurred, unless otherwise prescribed by the Board.
Section 14.2. In case of the absence of any officer of the Company, or for
any other reason that the Board may deem sufficient, the Board may delegate, for
the time being, the powers or duties, or any of them of such officer to any
other officer or to any Director, provided a majority of the entire Board concur
therein.
ARTICLE XV
SHARES
Section 15.1. Every stockholder shall be entitled to a certificate signed
by the president or a vice president and the secretary or an assistant
secretary, certifying the number of shares represented by such certificate,
which certificate shall state on the reverse thereof the rights, duties,
limitations and privileges of stockholders. When such certificate is signed by
a Transfer Agent or by a Registrar, the signature of any such president, vice
president, secretary or assistant secretary may be facsimile. All certificates
for shares shall be consecutively numbered or otherwise identified.
ARTICLE XVI
TRANSFER AGENT AND REGISTRAR
Section 16.1. The Directors may appoint one (1) or more Transfer Agents
and one (1) or more Registrars of transfers and may require all certificates of
Shares to bear the signature of a Transfer Agent and a Registrar, or as the
Directors may otherwise direct. Transfers of stock shall be made on the books
of the Company only by the person named in the certificate or by attorney,
lawfully constituted in writing, and upon surrender of the certificate therefor
and a full and complete compliance with all of the terms and conditions set
forth on such certificates.
Section 16.2. The Directors shall have power and authority to make all
such rules and regulations as they may deem expedient concerning the issue,
transfer and registration of certificates for shares of the Company.
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<PAGE>
ARTICLE XVII
CLOSING OF TRANSFER BOOKS
Section 17.1. The Board of Directors may close the transfer books, in
their discretion, for a period not exceeding twenty (20) days preceding any
meeting, annual or special, of the stockholders, or the day appointed for the
payment of a dividend.
ARTICLE XVIII
REGISTERED SHAREHOLDERS
Section 18.1. The Company shall be entitled to treat the holder of record
of any share or shares as the holder and owner in fact thereof, and accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, except as may be otherwise expressly provided by law.
ARTICLE XIX
LOST CERTIFICATES OF SHARES
Section 19.1. Any person claiming a certificate of shares to be lost or
destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the Board of Directors may require, but the Board of
Directors may waive advertising, and such person shall, if the Directors so
require, give the Company a bond of indemnity, in form and with one or more
sureties satisfactory to the Board, in at least double the value of the shares
represented by said certificates, whereupon a new certificate may be issued of
the same tenor and for the same number of shares as the one alleged to be lost
or destroyed.
ARTICLE XX
INSPECTION OF BOOKS AND RECORDS
Section 20.1. The Directors shall determine from time to time whether,
and, if allowed when and under what conditions and regulations, the accounts and
books of the Company (except as may be required by law), or any of them, shall
be open to the inspection of the stockholders, and the stockholders' rights in
this respect are and shall be restricted and limited accordingly.
ARTICLE XXI
CHECKS
Section 21.1. All checks or demands for money and notes of the Company
shall be signed by the president, vice president, secretary or treasurer but the
Board of Directors may from time to time, or at any time, otherwise direct and
designate.
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ARTICLE XXII
FISCAL YEAR
Section 22.1. The fiscal year shall be subject to determination by the
Board of Directors.
ARTICLE XXIII
DIVIDENDS
Section 23.1. Dividends upon the shares of the Company, when earned, may
be declared by the Board of Directors at any meeting of the Board.
ARTICLE XXIV
NOTICES
Section 24.1. Whenever under any of the provisions of these by-laws notice
is required to be given to any Director, officer, or stockholder, it shall not
be construed to mean personal notice, but such notice may be given in writing,
by depositing the same in the post office or letter box, in a postpaid sealed
wrapper, addressed to such stockholder, officer or Director at such address as
appears on the books of the Company, or, in the absence of other address, to
such Director, officer or stockholder at the general post office in the City of
Oklahoma City, Oklahoma and such notice shall be deemed to be given at the time
when the same shall be thus mailed.
Section 24.2. Any stockholder, Director or officer may waive any notice
required to be given under these by-laws.
ARTICLE XXV
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 25.1. The Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other than action by or in the right of the Company) by reason of
the fact that he is or was a Director, officer, employee or agent of the Company
or is or was serving at the request of the Company as a Director, officer,
employee or agent of another corporation, partnership, joint venture or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interest of the
Company and with respect to any criminal action or proceeding had no reasonable
cause to believe that his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction or
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upon a plea of nolo contenders or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Company
and with respect to any criminal action or proceeding had reasonable cause to
believe that his conduct was unlawful.
Section 25.2. The Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its
favor by reason of the fact that he is or was a Director, officer, employee or
agent of the Company or is or was serving at the request of the Company as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the Company
and except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in performance of his duty to the Company unless and
only to the extent that the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability, but in
the view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Section 25.3. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Company in advance of the final
disposition of such action, suit or proceedings as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the Director, officer, employee or agent to repay such amount unless it shall be
ultimately be determined that he is entitled to be indemnified by the Company as
authorized herein.
Section 25.4. The Company may purchase (upon resolution duly adopted by
the Board of Directors) and maintain insurance on behalf of any person who is or
was a Director, officers employee or agent of the Company, or is or was serving
at the request of the Company as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Company would
have the power to indemnify him against such liability.
Section 25.5. To the extent that a Director, officer, employee or agent of
the Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to herein or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees), actually and reasonably incurred by him in connection
therewith.
Section 25.6. The right of indemnification hereinabove provided shall be
deemed exclusive of any other rights to which any such person may now or
hereafter be otherwise entitled and specifically, without limiting the
generality of the foregoing shall not be deemed exclusive of any rights,
pursuant to statute or otherwise, of any such persons in any such
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<PAGE>
action, suit, or proceeding to have assessed or allowed in his favor, against
the Company or otherwise, his costs and expenses incurred therein or in
connection therewith or any part thereof.
ARTICLE XXVI
AMENDMENTS
Section 26.1. These by-laws may be altered, amended or repealed or new
bylaws may be adopted by the stockholders at any regular or special meeting (or
by written consent in lieu thereof by stockholders having the minimum number of
votes that would be necessary to authorize such action at a meeting) of the
stockholders or by the Board of Directors at any regular or special meeting (or
by unanimous written consent in lieu thereof), subject however to the power of
the stockholders to adopt, amend or repeal the same.
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<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement
of Premier Parks, Inc. on Form S-3 (File No. 333-45859) 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 25, 1998
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement
of Premier Parks, Inc. on Form S-3 (File No. 333-46167) 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 25, 1998
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement
of Premier Parks, Inc. on Form S-3 (File No. 333-46897) 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 25, 1998
