AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1999
Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PREMIER PARKS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3995059
(State or jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
----------------------
11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131
(405) 475-2500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-------------------------
copies to:
JAMES M. COUGHLIN, ESQ. DANAL F. ABRAMS, ESQ.
PREMIER PARKS INC. THELEN REID & PRIEST LLP
122 EAST 42ND STREET 40 WEST 57TH STREET
NEW YORK, NEW YORK 10168 NEW YORK, NEW YORK 10019
(212) 599-4690 (212) 603-2000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: As soon as practicable after the effective date of this
Registration Statement.
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, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [ X ]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) 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 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. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Title of each Class Offering Price Aggregate Amount
of Securities Amount to be Per Security or Offering of
to be Registered Registered Per Unit(1) Price Registration
===============================================================================
Common Stock,
$.025 par value
per share . . . 337,467 $34.56 $11,662,860 $3,242.00
(1) Calculated pursuant to Rule 457(c) under the Securities Act of 1933,
as amended.
-----------------------
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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
===============================================================================
<PAGE>
SUBJECT TO COMPLETION DATED MAY 7, 1999
---
PROSPECTUS
337,467 SHARES
PREMIER PARKS INC.
COMMON STOCK
-------------------------------
These shares are being sold by the selling stockholders
listed on page 15. All of the shares were issued by us in
connection with our acquisition of Kentucky Kingdom, Inc. We
will not receive any proceeds from the sale of the shares.
Our common stock is listed on the New York Stock Exchange
under the trading symbol "PKS". On May 6, 1999, the closing
--
sale price of the common stock was $37.38.
-------------------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 8 IN
THIS PROSPECTUS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
---------------------------------------
THE DATE OF THIS PROSPECTUS IS MAY 7, 1999
Information contained in this prospectus is not complete and may
be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>
You should rely only on the information contained in
or incorporated by reference in this prospectus. We have not
authorized anyone to provide you with different information. We
are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the
information contained in or incorporated by reference in this
prospectus is accurate as of any date other than the date on the
front of this prospectus.
---------------------------------
TABLE OF CONTENTS
Page
-----
Where You Can Find More Information . . . . . . . . . . . . . 3
Special Note on Forward-Looking Statements . . . . . . . . . 4
Prospectus Summary. . . . . . . . . . . . . . . . . . . . . . 5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . 8
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . 15
Selling Stockholders . . . . . . . . . . . . . . . . . . . . 15
Unaudited Pro Forma Statement of Operations and Other Data . 16
Plan of Distribution . . . . . . . . . . . . . . . . . . . . 22
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . 22
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange
Commission. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-
0330 for further information on the public reference rooms. Our
SEC filings are also available to the public at the SEC's web
site at http://www.sec.gov. Our Common Stock is listed on the
New York Stock Exchange. Our reports, proxy statements and other
information can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005.
This prospectus is part of a Registration Statement on
Form S-3 filed with the SEC under the Securities Act of 1933.
This prospectus omits some of the information contained in the
Registration Statement. You should refer to the Registration
Statement for further information with respect to Premier Parks
Inc. and the securities offered by this prospectus. Any
statement contained in this prospectus concerning the provisions
of any document filed as an exhibit to the Registration Statement
or otherwise filed with the SEC is not necessarily complete, and
in each case you should refer to the copy of the document filed
for complete information.
The SEC allows us to "incorporate by reference" the
information we file with it, which means we can disclose
important information to you by referring you to those documents.
The information incorporated by reference is considered to be a
part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934 until we sell all
of the securities.
1. Our Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
2. The audited financial statements of Six Flags
Entertainment Corporation as of December 28, 1997 and
December 29, 1996 and for each of the three years in
the period ended December 28, 1997 contained in our
registration statement on Form S-3 (Registration No.
333-46897) declared effective March 26, 1998.
3. The description of our common stock contained in our
registration statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act.
4. The description of the Rights relating to the shares
of common stock contained in our registration
statement on Form 8-A filed pursuant to Section 12 of
the Securities Exchange Act.
You may request a copy of these filings, at no cost, by
writing or telephoning us at the following address:
Premier Parks Inc.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
Attention: Richard Kipf, Corporate Secretary
Telephone: (405) 475-2500
Looney Tunes, Bugs Bunny, Daffy Duck, Tweety Bird and
Yosemite Sam are copyrights and trademarks of Warner Bros., a
division of Time Warner Entertainment Company, L.P. ("TWE").
Batman and Superman are copyrights and trademarks of DC Comics, a
partnership between TWE and a subsidiary of Time Warner Inc.
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Some of the statements contained in or incorporated by
reference in this prospectus discuss our plans and strategies for
our business or state other forward-looking statements, as this
term is defined in the Private Securities Litigation Reform Act.
The words "anticipates," "believes," "estimates," "expects,"
"plans," "intends" and similar expressions are intended to
identify these forward-looking statements, but are not the
exclusive means of identifying them. These forward-looking
statements reflect the current views of our management; however,
various risks, uncertainties and contingencies could cause our
actual results, performance or achievements to differ materially
from those expressed in, or implied by, these statements,
including the following:
( ) the success or failure of our efforts to implement our
business strategy
( ) the other factors discussed under the heading "Risk
Factors" and elsewhere in this prospectus
We assume no obligation to update publicly any forward-
looking statements, whether as a result of new information,
future events or otherwise. For a discussion of important risks
of an investment in our securities, including factors that could
cause actual results to differ materially from results referred
to in the forward-looking statements, see "Risk Factors." You
should carefully consider the information set forth under the
caption "Risk Factors." In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in or
incorporated by reference in this prospectus might not occur.
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PROSPECTUS SUMMARY
THE COMPANY
We are the largest regional theme park operator and the
second largest theme park company in the world, based on 1998
attendance of approximately 36.1 million. We operate 31 regional
parks, including 15 of the 50 largest theme parks in North
America, based on 1998 attendance. Our theme parks serve 9 of
the 10 largest metropolitan areas in the United States. We
estimate that approximately two-thirds of the population of the
continental United States live within a 150-mile radius of one of
our theme parks.
Our 31 parks are located in geographically diverse markets
across the United States with concentrated populations, as well
as in France, Belgium and The Netherlands. In April 1998, we
acquired all of the outstanding capital stock of Six Flags
Entertainment Corporation. In March 1998, we acquired a
controlling interest in Walibi, S.A. and now we own 97% of the
outstanding capital stock of Walibi, S.A. Prior to the these
acquisitions, we operated nine regional theme parks (seven of
which include a water park component) and four water parks at
locations across the United States. The parks acquired in the
Six Flags acquisition consist of eight regional theme parks, as
well as three separately gated water parks and a wildlife safari
park (each of which is located near one of the theme parks). The
Walibi parks include six regional theme parks, three located in
France, two in Belgium and one in The Netherlands.
Six Flags has operated regional theme parks under the Six
Flags name for over thirty years and has established a nationally
recognized brand name. We have worldwide ownership of the "Six
Flags" brand name. To capitalize on this name recognition, in
the 1998 season we commenced use of the Six Flags name at one of
our other parks (Six Flags Kentucky Kingdom) and we are adding
the name to four additional parks for the 1999 season (Six Flags
Elitch Gardens, Six Flags America, Six Flags Darien Lake and Six
Flags Marine World).
During the 1998 operating season our domestic parks drew,
on average, approximately 75% of their patrons from within a 100-
mile radius, with approximately 36% of visitors utilizing group
and other pre-sold tickets and approximately 23% utilizing season
passes. Our parks are individually themed and provide a complete
family-oriented entertainment experience. Our theme parks
generally offer a broad selection of state-of-the-art and
traditional "thrill rides," water attractions, themed areas,
concerts and shows, restaurants, game venues and merchandise
outlets. In the aggregate, our theme parks offer more than 800
rides, including over 90 roller coasters, making us the leading
operator of thrill rides in the industry.
As part of our Six Flags acquisition, we obtained the
exclusive license for theme park usage throughout the United
States (except the Las Vegas metropolitan area) and Canada of
certain Warner Bros. and DC Comics characters. These characters
include Bugs Bunny, Daffy Duck, Tweety Bird, Yosemite Sam,
Batman, Superman and others. Since 1991, Six Flags has used
these characters to market its parks and to provide an enhanced
family entertainment experience. Our license includes the right
to sell merchandise featuring the characters at our parks, and to
use the characters in our advertising, as walk-around characters,
in theming for rides and attractions and in retail outlets. The
license applies to all of our current theme parks, as well as
parks we may acquire that meet certain criteria. Since the Six
Flags acquisition, we have continued making extensive use of
these characters at the Six Flags parks and, commencing in 1999,
we will add the characters at many of our other U.S. parks. We
believe using these characters promotes increased attendance,
supports higher ticket prices, increases lengths-of-stay and
enhances in-park spending.
Since 1989, under our current management we have assumed
control of 30 parks and have achieved significant internal
growth. For example, for the 1998 operating season, the 13 parks
which we controlled prior to the Six Flags and Walibi
acquisitions achieved same park growth in attendance, revenue and
park-level operating cash flow (representing all park operating
revenues and expenses without depreciation and amortization or
allocation of corporate overhead or interest expense) of 14.3%,
21.5% and 36.0%, respectively, as compared to 1997.
We believe that our parks benefit from limited direct
competition, since the combination of a limited supply of real
estate appropriate for theme park development, high initial
capital investment, long development lead-time and zoning
restrictions provides each of our parks with a significant degree
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of protection from competitive new theme park openings. Based on
our knowledge of the development of other theme parks in the
United States, we estimate that it would cost at least $200
million and would take a minimum of two years to construct a new
regional theme park comparable to our largest parks.
Our senior and operating management team has extensive
experience in the theme park industry. Our nine senior executive
officers have over 150 years aggregate experience in the industry
and our twenty-five general managers have an aggregate of in
excess of 440 years experience in the industry, including in
excess of 320 years at our parks.
ADDRESS
Our executive offices are located at 11501 Northeast
Expressway, Oklahoma City, Oklahoma 73131, (405) 475-2500 and at
122 East 42nd Street, New York, New York 10168, (212) 599-4690.
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THE OFFERING
Common stock offered by selling 337,467 shares
stockholders . . . . . . . . . . . . .
Common stock outstanding as of 76,513,796 shares
March 31, 1999 . . . . . . . . . . . . . .
New York Stock Exchange symbol . . . . . . PKS
Use of proceeds . . . . . . . . . . . . . . We will not
receive any
proceeds from the
sale of the common
stock being
offered hereby.
The purpose of this offering is to register the resale of
common stock received by the selling stockholders in connection
with our acquisition of Kentucky Kingdom, Inc. in November 1997.
The selling stockholders are required to deliver a copy of this
prospectus in connection with any sale of shares. The selling
stockholders are not required to sell their shares of common
stock. Under the terms of a registration rights agreement, we
have agreed to keep this registration statement effective for two
(2) years from the date this registration statement first becomes
effective.
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<PAGE>
RISK FACTORS
You should carefully consider each of the following risks
and all of the other information set forth in this prospectus
before deciding to invest in our common stock. Some of the
following risks relate principally to our business in general and
the industry in which we operate. Other risks relate principally
to the securities markets and ownership of our securities. The
risks and uncertainties described below are not the only ones
facing our company. Additional risks and uncertainties not
presently known to us or that we currently believe to be
immaterial may also adversely affect our business. If any of the
following risks and uncertainties develop into actual events, our
business, financial condition or results of operations could be
materially adversely affected.
SUBSTANTIAL LEVERAGE -- OUR HIGH LEVEL OF INDEBTEDNESS AND OTHER
MONETARY OBLIGATIONS REQUIRE THAT A SIGNIFICANT PART OF OUR CASH
FLOW BE USED TO PAY INTEREST AND FUND THESE OTHER OBLIGATIONS.
We have a high level of debt. As of December 31, 1998,
Premier and its subsidiaries owed a combined total of
approximately $2,060.9 million (including $182.9 million carrying
value of notes which we will repay on or prior to December 15,
1999 with funds already deposited in escrow). We have to pay
total interest on our debt in 1999 of approximately $145.9
million ($25.9 million of which we will pay with funds already
deposited in escrow). We also have to pay annual dividends of
$23.3 million on our mandatorily convertible preferred stock,
although we can pay these dividends either in cash or shares of
common stock. At December 31, 1998, we had approximately $400.6
million of cash and cash equivalents to help meet our
obligations.
In addition to making interest payments on debt and
dividend payments on our preferred stock, we must satisfy the
following obligations with respect to Six Flags Over Georgia and
Six Flags Over Texas:
( ) We must make annual distributions to our partners in
such parks, which will amount to approximately $47.3
million in 1999 (of which we will be entitled to
receive $14.1 million due to our current ownership
interest in such parks) with similar amounts (adjusted
for changes in cost of living) payable in future
years.
( ) We must spend a minimum of approximately 6% of each
park's annual revenues over specified periods for
capital expenditures, which in 1999 is expected to be
approximately $14.6 million.
( ) Each year we must offer to purchase partnership units
from our partners in such parks, which in 1999 would,
if accepted in full, amount to approximately $43.75
million.
We will use cash flow from the operations at these parks to
satisfy the first two obligations before we use any of our other
funds. In addition, we have deposited in escrow approximately
$75.0 million which can be used to satisfy these obligations.
The obligations relating to Six Flags Over Georgia continue until
2027 and those relating to Six Flags Over Texas continue until
2028.
Further, as a result of our purchase of Walibi, S.A., we
have agreed to invest approximately $38.0 million from 1999
through 2002 to expand the six Walibi parks.
Our high level of debt and other obligations could have
important negative consequences to us and investors in our
securities. These include:
( ) We may not be able to satisfy all of our obligations.
( ) We could have problems obtaining necessary financing
in the future for working capital, capital
expenditures, debt service requirements, refinancing
or other purposes.
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( ) We will have to use a significant part of our cash
flow to make payments on our debt, to pay the
dividends on preferred stock (if we choose to pay them
in cash), and to satisfy the other obligations set
forth above, which may reduce the capital available
for operations and expansion.
( ) Adverse economic or industry conditions may have more
of a negative impact on us.
We expect to be able to meet all of our obligations with
existing cash, cash generated from the parks, and our current
lines of credit. We believe that funds from these sources will
be sufficient to meet our obligations and operating needs for the
next several years and beyond. However, our business is subject
to factors beyond our control, such as economic conditions,
weather and competition. We cannot be sure that income from our
parks will be as high as we expect. We may have to refinance all
or some of our debt or secure new financing. We can not be sure
that we will be able to obtain such refinancing or new loans on
reasonable terms or at all. We have agreed in our loan
agreements and the indentures covering certain of our outstanding
notes to limit the amount of additional debt we will incur.
If we can not meet all of our obligations, the market value
and marketability of our common stock will likely be adversely
affected. In addition, if we become the subject of bankruptcy
proceedings, our creditors and preferred stockholders will be
entitled to our assets before any distributions are made to
common stockholders.
RESTRICTIVE COVENANTS -- OUR FINANCIAL AND OPERATING ACTIVITIES
ARE LIMITED BY RESTRICTIONS CONTAINED IN THE TERMS OF OUR PRIOR
FINANCINGS.
The terms governing our and our subsidiaries' indebtedness
impose significant operating and financial restrictions on us.
These restrictions may significantly limit or prohibit us from
engaging in certain transactions, including the following:
( ) incurring additional indebtedness
( ) creating liens on our assets
( ) paying dividends
( ) selling assets
( ) engaging in mergers or acquisitions
( ) making investments
Our failure to comply with the terms and covenants in our
and our subsidiaries' indebtedness could lead to a default under
the terms of those documents, which would entitle the lenders to
accelerate the indebtedness and declare all amounts owed due and
payable. Moreover, the instruments governing our indebtedness
contain cross-default provisions so that a default under any of
our indebtedness will be considered a default under all other
indebtedness. If a cross-default occurs, the maturity of almost
all of our indebtedness could be accelerated and become
immediately due and payable. If that happens, we would not be
able to satisfy all of our debt obligations, which would have a
substantial material adverse effect on the value of our common
stock and our ability to continue as a going concern. We cannot
assure you that we will be able to comply with these restrictions
in the future or that our compliance would not cause us to forego
opportunities that might otherwise be beneficial to us.
Further, certain of our subsidiaries are required to comply
with specified financial ratios and tests, including:
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( ) interest expense
( ) fixed charges
( ) debt service
( ) total debt
We are currently in compliance with all of these financial
covenants and restrictions. However, events beyond our control,
such as weather and economic, financial and industry conditions,
may affect our ability to continue meeting these financial tests
and ratios. The need to comply with these financial covenants
and restrictions could limit our ability to expand our business
or prevent us from borrowing more money when necessary.
MANAGEMENT OF GROWTH STRATEGY -- WE MAY NOT BE ABLE TO MANAGE OUR
RAPID GROWTH OR INTEGRATE ACQUISITIONS.
We have experienced significant growth through acquisitions
and will continue to consider acquisition opportunities that
arise. Such acquisitions could place a future strain on our
operations. Our ability to manage future acquisitions will
depend on our ability to evaluate new markets and investments,
monitor operations, control costs, maintain effective quality
controls and expand our internal management and technical and
accounting systems.
To fund future acquisitions, we may need to borrow more
money or assume the debts of acquired companies. In taking on
any debt, we must comply with the restrictions described above
with respect to our existing indebtedness. If we do not receive
necessary consents or waivers of such restrictions, we may be
unable to make additional acquisitions.
In the past, in certain circumstances we have used shares
of our common stock to fund a portion of the price of
acquisitions. In the future, we may again fund all or part of
acquisitions by issuing new shares of our common stock or other
securities which can be converted into common stock. Issuing
such additional shares or convertible securities may cause a
decrease in the per share market price of our common stock.
If we do purchase additional businesses, it may negatively
affect our earnings, at least in the short term. Further, we
cannot guarantee that any future acquisition will generate the
earnings or cash flow we expect. As with any expansion,
unexpected liabilities might arise and the planned benefits may
not be realized.
RISK OF ACCIDENTS -- THERE IS THE RISK OF ACCIDENTS OCCURRING AT
OUR PARKS WHICH MAY REDUCE ATTENDANCE AND EARNINGS.
Almost all of our parks feature "thrill rides." While we
carefully maintain the safety of our rides, there are inherent
risks involved with these attractions. An accident or an injury
at any of our parks may reduce attendance at that and other
parks, causing a drop in revenues.
On March 21, 1999, a raft capsized in the river rapids ride
at Six Flags Over Texas, resulting in one fatality and injuries
to ten others. While the park is covered by our existing
insurance, the impact of this incident on our financial position,
operations or attendance at the park has not yet been determined.
We maintain insurance of the type and in amounts that we
believe is commercially reasonable and that are available to
businesses in our industry. We maintain multi-layered general
liability policies that provide for excess liability coverage of
up to $100.0 million per occurrence. We have no self-insured
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retention, except that the self-insurance portion of claims
arising out of occurrences prior to July 1, 1998 at our U.S.
parks owned prior to the Six Flags acquisition is $50,000 per
occurrence.
FACTORS IMPACTING ATTENDANCE -- LOCAL CONDITIONS, DISTURBANCES,
EVENTS AND NATURAL DISASTERS CAN ADVERSELY IMPACT PARK
ATTENDANCE.
Lower attendance may also be caused by other local
conditions or events. For example:
( ) In 1994, fewer people attended our Six Flags Magic
Mountain park because of the Los Angeles County
earthquake, and the earthquake also significantly
interrupted operation of the park.
( ) Six Flags Over Georgia suffered a drop in attendance
in 1996 as a result of the 1996 Summer Olympics.
In addition, since some of our parks are near major urban
areas and appeal to teenagers and young adults, there may be
disturbances at one or more parks which negatively affect our
image. This may result in lower attendance at the affected
parks. We work with local police authorities on security-related
precautions to prevent such occurrences. We can make no
assurance, however, that these precautions will be able to
prevent any such disturbances. We believe that our ownership of
many parks in different geographic locations reduces the effects
of such occurrences on our consolidated results.
ADVERSE WEATHER CONDITIONS -- BAD WEATHER CAN ADVERSELY IMPACT
ATTENDANCE AT OUR PARKS; OUR OPERATIONS ARE SEASONAL.
Because most of the attractions at our theme parks are
outdoors, attendance at our parks is adversely affected by bad
weather. The effects of bad weather on attendance are more
pronounced at our water parks. Bad weather and forecasts of bad
or mixed weather conditions can reduce the number of people who
come to our parks, which negatively affects our revenues.
However, we believe that our ownership of many parks in different
geographic locations reduces the effect that adverse weather can
have on our consolidated results.
Our operations are seasonal. More than 90% of our annual
park attendance occurs during the spring, summer and early autumn
months. By comparison, most of our expenses for maintenance and
adding new attractions are incurred when the parks are closed in
the mid to late autumn and winter months. For this reason, a
quarter to quarter comparison is not a good indication of our
performance or of how we will perform in the future. However,
the market price of our common stock may still fluctuate
significantly in response to changes in our quarterly results of
operations.
COMPETITION -- THE THEME PARK INDUSTRY COMPETES WITH NUMEROUS
ENTERTAINMENT ALTERNATIVES.
Our parks compete with other theme, water and amusement
parks and with other types of recreational facilities and forms
of entertainment, including movies, sports attractions and
vacation travel. Our business is also subject to factors that
affect the recreation and leisure industries generally, such as
general economic conditions and changes in consumer spending
habits. The principal competitive factors of a park include
location, price, the uniqueness and perceived quality of the
rides and attractions, the atmosphere and cleanliness of the park
and the quality of its food and entertainment.
KEY PERSONNEL -- THE LOSS OF KEY PERSONNEL COULD HURT OUR
OPERATIONS.
Our success depends upon the continuing contributions of
our executive officers and other key operating personnel,
including Kieran E. Burke, our Chairman and Chief Executive
Officer, and Gary Story, our President and Chief Operating
Officer. The complete or partial loss of their services or the
services of other key personnel could adversely affect our
business. Although we have entered into employment agreements
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with Mr. Burke and Mr. Story (which end on December 31, 1999), we
cannot be certain that we will be able to retain their services
during that or any extension period. If we were to lose the
services of both Messrs. Burke and Story and are unable to
replace them within a specified period of time we would be in
default under our credit facilities.
INTERNATIONAL OPERATIONS -- OUR INTERNATIONAL OPERATIONS HAVE
ADDITIONAL RISKS.
Through our Walibi parks, we conduct some of our operations
in Europe. We also may make further acquisitions of parks in
other international locations. There are risks to which we are
subject that are inherent in operating abroad. Some examples of
these risks can include:
( ) problems in staffing and managing foreign operations
( ) fluctuations in currency exchange rates
( ) political risks
( ) unexpected changes in regulatory requirements
( ) potentially detrimental tax consequences in many
locations with different tax laws
SHARES ELIGIBLE FOR FUTURE SALE -- THE PRICE OF OUR COMMON STOCK
MAY DECLINE DUE TO POSSIBLE SALES OF SHARES.
As of March 1, 1999, there were 76,513,796 shares of our
common stock outstanding, all of which are transferable without
restriction or further registration under the Securities Act of
1933, except for any shares held by our affiliates. In addition,
we have reserved and registered under the Securities Act
approximately 5,000,000 shares for currently outstanding
management-held options, 5,550,000 shares for future option
issuances, 9,550,000 shares issuable pursuant to our mandatorily
convertible preferred stock, and approximately 70,000 shares for
currently outstanding consultant-held options.
Our officers, directors and their affiliates together hold
approximately 16.5 million shares of common stock (including
shares issuable upon exercise of outstanding options and warrants
and shares of outstanding restricted stock, in each case subject
to vesting). They can sell these securities in the public market
(subject, in certain cases, to the resale conditions imposed by
Rule 144). In addition, other stockholders who own approximately
7.5 million shares of common stock have the right to require us
to register their shares for sale under the Securities Act. If
future revenues at Kentucky Kingdom and Walibi reach certain
levels, we are required to issue additional shares of common
stock. In that connection in 1999, as a result of 1998 revenue
levels at that park, we issued approximately 337,467 shares of
common stock to the former owners of Kentucky Kingdom (which
amount includes certain escrowed shares) which shares are being
registered hereby. We may also issue additional shares of common
stock to pay quarterly dividend payments on our mandatorily
convertible preferred stock (which dividends total $46.6 million
over two years). The sale or expectation of sales of a large
number of shares of common stock or securities convertible into
common stock in the public market at any time after the date of
this prospectus might negatively affect the market price of the
common stock.
ANTI-TAKEOVER PROVISIONS -- ANTI-TAKEOVER PROVISIONS LIMIT THE
ABILITY OF STOCKHOLDERS TO EFFECT A CHANGE IN CONTROL OF PREMIER.
Certain provisions in our Certificate of Incorporation and
in our debt instruments and those of our subsidiaries may have
the effect of deterring transactions involving a change in
control of Premier, including transactions in which stockholders
might receive a premium for their shares.
Our Certificate of Incorporation provides for the issuance
of up to 5,000,000 shares of preferred stock with such
designations, rights and preferences as may be determined from
time to time by our board of directors. The authorization of
preferred shares empowers our board of directors, without further
stockholder approval, to issue preferred shares with dividend,
liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders
of our common stock. If issued, the preferred stock could be
12
<PAGE>
used to discourage, delay or prevent a change of control of
Premier. We have no current plans to issue any preferred stock,
except to the extent we may determine to do so under this
prospectus.
In addition, we have a rights plan which gives each holder
of our common stock the right to purchase a share of junior
preferred stock in certain events which would constitute a change
of control. The rights plan is designed to deter third parties
from attempting to take control of Premier.
In addition, we are subject to the anti-takeover provisions
of the Delaware General Corporation Law, which could have the
effect of delaying or preventing a change of control of Premier.
Furthermore, upon a change of control, the holders of
substantially all of our outstanding indebtedness are entitled at
their option to be repaid in cash. These provisions may have the
effect of delaying or preventing changes in control or management
of Premier. All of these factors could materially adversely
affect the price of our common stock.
As part of the Six Flags acquisition, we obtained the
exclusive right to use certain Warner Bros. and DC Comics
characters in our theme parks in the United States (except in the
Las Vegas metropolitan area) and Canada. Warner Bros. can
terminate this license under certain circumstances, including the
acquisition of Premier by persons engaged in the movie or
television industries. This could deter certain parties from
seeking to acquire Premier.
DIVIDENDS -- WE ARE NOT LIKELY TO PAY CASH DIVIDENDS ON OUR
COMMON STOCK.
We have not paid dividends on our common stock during the
last three years, and we do not anticipate paying any cash
dividends on such stock in the foreseeable future. Our ability
to pay cash dividends is restricted under the indentures relating
to our notes.
YEAR 2000 ISSUE -- OUR OPERATIONS COULD BE ADVERSELY AFFECTED BY
DATA PROCESSING FAILURES AFTER DECEMBER 31, 1999.
Many computer systems, software applications and other
electronics currently in use worldwide are programmed to accept
only two digits in the portion of the date field which designates
the year. The "Year 2000 problem" arises because these systems
and products cannot properly distinguish between a year that
begins with "20" and the familiar "19." If these systems and
products are not modified or replaced, many will fail or create
erroneous results and/or may cause other related systems to fail.
Our failure to correct a material Year 2000 problem could result
in an interruption in or failure of certain of our normal
business operations or activities. This could result in a system
failure or miscalculations causing disruptions of operations,
including, but not limited to, a temporary inability to process
transactions.
Our Year 2000 Project (the "Project") is in process. We
have undertaken various initiatives intended to ensure that our
computer equipment and software will function properly with
respect to dates in the Year 2000 and thereafter. In planning
and developing the Project, we have considered both our
information technology ("IT") and our non-IT systems. The term
"computer equipment and software" includes systems that are
commonly thought of as IT systems, including accounting, data
processing, telephone systems, scanning equipment and other
miscellaneous systems. Those items not to be considered as IT
systems include alarm systems, fax machines, monitors for park
operations or other miscellaneous systems. Both IT and non-IT
systems may contain embedded technology, which complicates our
Year 2000 identification, assessment, remediation and testing
efforts. Based upon our identification and assessment efforts to
date, we are in the process of replacing the computer equipment
and upgrading the software it currently uses to become Year 2000
complaint. In addition, in the ordinary course of replacing
computer equipment and software, we plan to obtain replacements
that are in compliance with Year 2000.
13
<PAGE>
We have initiated correspondence with our significant
vendors and service providers to determine the extent such
entries are vulnerable to Year 2000 issues and whether the
products and services purchased from such entities are Year 2000
compliant. We expect to receive a favorable response from such
third parties and it is anticipated that their significant Year
2000 issues will be addressed on a timely basis.
We anticipate that the Project will be completed in
November 1999.
As noted above, we are in the process of replacing certain
computer equipment and software because of the Year 2000 issue.
We estimate that the total cost of such replacements will be no
more than $1.5 million. Substantially all of the personnel being
used on the Project are our employees. Therefore, the labor
costs of our Year 2000 identification, assessment, remediation
and testing efforts, as well as currently anticipated labor costs
to be incurred by with respect to Year 2000 issues of third
parties, are expected to be less than $0.8 million.
We have not yet developed a most reasonably likely worst
case scenario with respect to Year 2000 issues, but instead have
focused our efforts on reducing uncertainties through the review
described above. We have not developed Year 2000 contingency
plans other than as described above, and do not expect to do so
unless merited by the results of our continuing review.
We presently do not expect to incur significant operational
problems due to the Year 2000 issue. However, if all Year 2000
issues are not properly and timely identified, assessed, fixed
and tested, there can be no assurance that the Year 2000 issue
will not materially impact our results of operations or adversely
affect our relationships with vendors or others. Additionally,
there can be no assurance that the Year 2000 issues of other
entities will not have a material impact on our systems or
results of operations.
14
<PAGE>
USE OF PROCEEDS
The selling stockholders will receive all of the net
proceeds from the sale of the shares of common stock. We will not
receive any proceeds from the sale of such shares of common
stock.
SELLING STOCKHOLDERS
The selling stockholders may from time to time offer and
sell pursuant to this prospectus any or all of the shares of
common stock offered under this prospectus. The selling
stockholders listed below received their shares of Premier common
stock in connection with our acquisition of Kentucky Kingdom,
Inc. in November 1997.
The following table sets forth information with respect to
the selling stockholders of the common stock for whom we are
registering the shares for resale to the public. With respect to
KKAC Liquidating Trust, we have been informed that the trust
intends to distribute its shares of Premier common stock to its
trust beneficiaries, who will make their own investment decisions
with respect to such shares distributed to them.
Common Common
Stock Stock
Owned Owned
Prior to Shares After
Name Offering Offered Offering
---- -------- ------- --------
KKAC Liquidating
Trust 211,065 211,065
Firstar Bank, N.A., 0
as Escrow Agent 126,402 126,402 0
Total ------- ------- -
337,467* 337,467* 0
-------------
* Represents less than 1% of the outstanding common stock.
15
<PAGE>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS AND OTHER DATA
The following unaudited pro forma statement of operations
and other data of Premier is based upon and should be read in
conjunction with the historical financial statements of Premier
and Six Flags, which are incorporated herein by reference.
The unaudited pro forma statement of operations and other
data for the year ended December 31, 1998 gives effect to the
acquisitions of Six Flags and Walibi and the financings
associated with the transactions (including the issuance of
mandatorily convertible preferred stock and common stock) as if
they had occurred on January 1, 1998 (except in the case of Six
Flags, which was treated as if it occurred December 29, 1997, the
first day of the 1998 fiscal year of Six Flags).
The pro forma statement of operations and other data is for
informational purposes only, has been prepared based upon
estimates and assumptions deemed by Premier to be appropriate and
does not purport to be indicative of the results of operations
which would actually have been attained if the acquisitions had
occurred as presented in the statement or which could be achieved
in the future.
16
<PAGE>
PREMIER PARKS INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS AND OTHER DATA
YEAR ENDED DECEMBER 31, 1998
(ALL AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
HISTORICAL
SIX FLAGS HISTORICAL
FOR WALIBI FOR
PERIOD PRIOR PERIOD
TO PRIOR TO
HISTORICAL APRIL 1, APRIL 1,
PREMIER 1998(1) 1998(2)
---------- ------- -------
REVENUE:
Theme park admissions $ 423,461 $ 15,047 $ 883
Theme park food,
merchandise
and other . . . . . . 390,166 8,356 624
-------- ------- -------
Total revenue . . 813,627 23,403 1,507
-------- ------- -------
OPERATING COSTS AND EXPENSES:
Operating expenses . . 297,266 56,307 4,626
Selling, general and
administrative . . . 126,985 54,711 3,407
Noncash compensation . 6,362 -- --
Costs of products sold 103,051 2,757 248
Depreciation and
amortization . . . . . 109,841 17,629 3,214
-------- ------- -------
Total operating
costs and
expenses . . . . 643,505 131,404 11,495
-------- ------- -------
Income (loss) from
operations . . . . . . 107,122 (108,001) (9,988)
-------- ------- -------
OTHER INCOME (EXPENSE):
Interest expense, net (115,849) (22,508) (889)
Equity in operations of
theme park
partnerships . . . . . 24,054 (13,152) --
Minority interest . . (960) -- --
Other expense . . . . (1,023) -- (1)
-------- ------- -------
Total other
income
(expense) . . (93,778) (35,660) (890)
-------- ------- -------
Income (loss) before
income taxes . . . . . 76,344 (143,661) (10,878)
Income tax expense
(benefit) . . . . . . 40,716 -- (4,786)
-------- ------- -------
Income (loss)
before extraordinary $ 35,628 $(143,661) $(6,092)
loss . . . . . . . . . ======== ======== =======
Income (loss)
applicable to common
stock . . . . . . . . $ 18,162 (7) (7)
========
Income (loss) per
common share . . . . . $ 0.27 (7) (7)
========
Weighted average shares
66,430
========
OTHER DATA:
EBITDA(8) . . . . . . . . . . $ 286,325 $ (90,372) $(6,774)
======== ======== =======
Adjusted EBITDA(9) . . . . . $ 321,733 $(102,077) $(6,774)
======== ======== =======
Net cash provided by (used in)
operating activities . . . . $ 119,010 $ (54,779) $(7,663)
======== ======== =======
COMBINED PRO FORMA COMPANY
COMPANY ADJUSTMENTS PRO FORMA
------- ----------- ---------
REVENUE:
Theme park
admissions . . . . . . .$ 439,391 $ -- $ 439,391
Theme park food,
merchandise
and other . . . . . . . 339,146
------- -- 399,146
Total revenue . . . 838,537 -- 838,537
------- ------ -------
OPERATING COSTS AND
EXPENSES:
Operating expenses . . . 358,199 (10,628)(3) 347,571
Selling, general
and administrative . . . 185,103 (35,433)(3) 149,670
Noncash
compensation . . . . . . 6,362 -- 6,362
Costs of products
sold . . . . . . . . . . 106,056 -- 106,056
Depreciation and
amortization . . . . . . 130,684 6,440(4) 137,124
------- ------- --------
Total operating
costs and
expenses . . . . . 786,404 (39,621) 746,783
------- ------ -------
Income (loss) from
operations . . . . . . . 52,133 39,621 91,754
------- ------ -------
OTHER INCOME (EXPENSE):
Interest expense,
net . . . . . . . . . . (139,246) (16,655)(5) (155,901)
Equity in
operations of
theme park
partnerships . . . . . . 10,902 -- 10,902
Minority interest . . . (960) -- (960)
Other expense . . . . . (1,024) -- (1,024)
------- ------ -------
Total other
income
(expense) . . . (130,328) (16,655) (146,983)
------- ------ -------
Income (loss)
before income taxes . . (78,195) 22,966 (55,229)
Income tax expense
(benefit) . . . . . . . 35,930 (38,038)(6) (2,108)
------- ------ -------
Income (loss)
before $(114,125)$ 61,004 $ (53,121)
extraordinary loss . . ======= ====== =======
Income (loss) applicable
to common stock . . . . $(76,409)(7)
(7) =======
Income (loss) per common
share . . . . . . . . . (7) $ (1.01)(7)
=======
Weighted average shares
75,617(7)
=======
OTHER DATA:
EBITDA(8) . . . . . . . . . . .$ 189,179 $ 46,061 $ 235,240
======= ====== =======
Adjusted EBITDA(9) . . . . . .$ 212,882 $ 46,061 $ 258,943
======= ====== =======
Net cash provided by (used in)
operating activities . . . . .$ 56,568 $ 38,478 $ 95,046
======= ====== =======
17
<PAGE>
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS AND OTHER DATA
YEAR ENDED DECEMBER 31, 1998
(ALL AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
BASIS OF PRESENTATION
The accompanying unaudited pro forma statement of operations
and other data for the year ended December 31, 1998 has been
prepared based upon certain pro forma adjustments to historical
financial information of Premier and the pre-acquisition
historical financial information of Six Flags and Walibi. Premier
acquired Six Flags on April 1, 1998 and Walibi on March 26, 1998.
The unaudited pro forma statement of operations and other
data for the year ended December 31, 1998 has been prepared
assuming the acquisitions and the related financings (including
the issuance of mandatorily convertible preferred stock and
common stock) occurred on January 1, 1998 (except in the case of
Six Flags, which was treated as if it was acquired on December
29, 1997, the first day of the 1998 fiscal year of Six Flags).
The unaudited pro forma statement of operations should be read in
conjunction with the financial statements of Premier, which are
incorporated herein by reference.
PRO FORMA ADJUSTMENTS
1. The results of Six Flags included herein represent the
operations of Six Flags for the period from December 29,
1997 to March 31, 1998, prior to Premier's acquisition of
Six Flags.
2. The results of Walibi included herein represent the
operations of Walibi for the period from January 1, 1998 to
March 26, 1998, prior to Premier's acquisition of Walibi.
The results of Walibi are in Belgium Francs ("BEF") and are
accounted for using generally accepted accounting principles
of Belgium. The following table reflects the adjustment of
the Walibi statement of operations for the period January 1,
1998 to March 26, 1998 to conform to U.S. generally accepted
accounting principles and U.S. dollars (using an average
exchange rate for the period of 37.500 BEF to US$1):
18
<PAGE>
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS AND OTHER DATA
YEAR ENDED DECEMBER 31, 1998
(ALL AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
Amount Accounting Adjusted Amount
(in BEF) Adjustments Amount (in US $)
-------- ----------- -------- --------
Revenue:
Theme park
admissions 33,122 -- 33,122 $ 883
Theme park food,
merchandise and
other 23,296 112 23,408 624
-------- ------- -------- -------
Total revenue 56,418 112 56,530 1,507
-------- ------- -------- -------
Operating costs and
expenses:
Operating expenses 184,288 (10,800) 173,488 4,626
Selling, general
and administrative 127,774 -- 127,774 3,407
Costs of products
sold 9,310 -- 9,310 248
Depreciation and 120,678 (149) 120,529 3,214
amortization -------- ------- -------- -------
Total operating 442,050 (10,949) 431,101 11,495
costs and expenses -------- ------- -------- -------
Income (loss) from (385,632) 11,061 (374,571) (9,988)
operations -------- ------- -------- -------
Other income
(expense):
Interest expense,
net (33,324) -- (33,324) (889)
Other expense (14) -- (14) (1)
-------- ------- -------- -------
Total other expense (33,338) -- (33,338) (890)
-------- ------- -------- -------
Income (loss)
before taxes (418,970) 11,061 (407,909) (10,878)
Income tax expense
(benefit) (175,066) (4,398) (179,464) (4,786)
-------- ------- -------- -------
Net income (loss) (243,904) 15,459 (228,445) $ (6,092)
======== ======= ========= =======
3. Adjustments reflect the elimination of compensation expense
associated with stock option payments resulting from the
acquisition of Six Flags that were recognized during the
pre-acquisition period from December 28, 1997 to March 31,
1998.
4. Adjustment reflects the elimination of historical
depreciation and amortization of $20,819 for Six Flags and
Walibi and the inclusion of estimated pro forma depreciation
of $14,647 and amortization of $12,612.
5. Adjustment reflects additional interest expense associated
with debt incurred by Premier in connection with the
acquisitions, net of (a) the elimination of the historical
interest expense associated with Premier and Six Flags
credit facilities previously outstanding and the long term
debt of Walibi, and (b) the amortization of the fair value
adjustments for Six Flags long-term debt assumed as a result
of the Six Flags acquisition. Issuance costs associated with
the borrowings are being amortized over their respective
terms. The components of the adjustments are as follows:
19
<PAGE>
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS AND OTHER DATA
YEAR ENDED DECEMBER 31, 1998
(ALL AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
Interest expense on Premier credit facility
for the period prior to April 1, 1998 (at an
8.0% interest rate) $ (4,000)
Interest expense on Six Flags credit facility
for the period prior to April 1, 1998 (at an
8.0% interest rate) (8,200)
Interest expense on the Six Flags zero coupon
notes for the period prior to April 1, 1998
(at a 6.5% interest rate) (2,600)
Interest expense on the Six Flags Theme Parks
Inc. 12 1/4% senior subordinated notes (at a
10.3% interest rate) (7,337)
Interest expense on the Six Flags 8 % senior
notes for the period prior to April 1, 1998
(at an 8 % interest rate) (3,772)
Interest expense on Premier 10% senior
discount notes prior to April 1, 1998 (at a
10% interest rate) (6,293)
Interest expense on Premier 9 1/4% senior notes
prior to April 1, 1998 (at a 9 1/4% interest
rate) (6,475)
Interest expense from the amortization of
issuance costs (1,570)
Interest expense from commitment fees on
Premier and Six Flags credit facilities (773)
Interest expense on Walibi indebtedness (1,570)
Elimination of historical interest expense -
Premier 2,785
Elimination of historical interest expense -
Six Flags 22,661
Elimination of historical interest expense -
Walibi 889
---------
$(16,655)
=========
6. Adjustment reflects the application of income taxes to the
pro forma adjustments and to the pre-acquisition operations
of Six Flags and Walibi, after consideration of permanent
differences, at a rate of 38%.
7. Net income (loss) applicable to common stockholders is
adjusted to reflect $5,822 of additional dividends payable
to the holders of Premier's 7 1/2% mandatorily convertible
preferred stock for the period prior to issuance on April 1,
1998.
Net income (loss) per common share and weighted average
common share data are not presented for Six Flags and Walibi
as the information is not meaningful.
The calculation of pro forma weighted average shares
outstanding for the year ended December 31, 1998 is as
follows:
20
<PAGE>
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA STATEMENT OF OPERATIONS AND OTHER DATA
YEAR ENDED DECEMBER 31, 1998
(ALL AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
Pro forma weighted average number of
common shares outstanding excluding
Premier's April 1, 1998 common stock
offering and the Walibi acquisition 38,020,000
Common shares issued in Premier's
April 1, 1998 common stock offering,
as if issued on January 1, 1998 36,800,000
Common shares issued as partial
consideration for the Walibi
acquisition, as if issued on
January 1, 1998 797,000
-----------
Pro forma weighted average number of
common shares outstanding 75,617,000
===========
8. EBITDA is defined as earnings before interest expense, net,
income tax expense (benefit), depreciation and amortization,
equity in operations of theme park partnerships, minority
interest, and noncash compensation. Premier has included
information concerning EBITDA because it is used by certain
investors as a measure of Premier's ability to service
and/or incur debt. EBITDA is not required by GAAP and should
not be considered in isolation or as an alternative to net
income, net cash provided by operating, investing and
financing activities or other financial data prepared in
accordance with GAAP or as an indicator of Premier's
operating performance. This information should be read in
conjunction with the Statement of Cash Flows contained in
the financial statements incorporated by reference.
9. Adjusted EBITDA includes Premier's share of the EBITDA from
the three partnership parks which are not consolidated - Six
Flags Over Texas, Six Flags Over Georgia and Six Flags
Marine World.
21
<PAGE>
PLAN OF DISTRIBUTION
The shares offered hereby are being offered on behalf of the
selling stockholders. Premier will not receive any proceeds from
the sale of the shares.
The common stock covered by this prospectus may be offered
and sold from time to time by the selling stockholders including
in one or more of the following transactions:
- on the New York Stock Exchange;
- in transactions other than on New York Stock Exchange;
- in connection with short sales;
- by pledge to secure debts and other obligations;
- in connection with the writing of options, in hedge
transactions and in settlement of other transactions in
standardized or over-the-counter options; or
- in a combination of any of the above transactions.
The selling stockholders may sell their shares at market
prices prevailing at the time of sale, at prices related to
prevailing market prices, at negotiated prices or at fixed
prices. Broker-dealers that are used to sell shares will either
receive discounts or commissions from the selling stockholders or
will receive commissions from the purchasers for whom they acted
as agents.
Premier has agreed to pay all of the expenses incident to
the registration, offering and sale of the shares to the public
other than selling commissions or discounts of underwriters,
broker-dealers or agents and legal fees and expenses incurred by
the selling stockholders.
An investor may only purchase the shares being offered
hereby if such shares are qualified for sale or are exempt from
registration under the applicable state securities laws of the
state in which such prospective purchaser resides.
LEGAL MATTERS
Our counsel, Thelen Reid & Priest LLP of New York, New York,
will issue an opinion to us on certain legal matters relating to
the shares of common stock.
EXPERTS
The consolidated financial statements of Premier Parks Inc.
and subsidiaries as of December 31, 1998 and 1997 and for each of
the years in the three-year period ended December 31, 1998, have
been incorporated by reference herein in reliance upon the report
of KPMG LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
Ernst & Young LLP, independent auditors, have audited the
financial statements of Six Flags Entertainment Corporation as of
December 28, 1997 and December 29, 1996 and for each of the three
years in the period ended December 28, 1997 included in our
Registration Statement on Form S-3 (File No. 333-46897), as set
22
<PAGE>
forth in their report, which is incorporated by reference in this
prospectus and elsewhere in the registration statement. Six
Flags Entertainment Corporation's financial statements are
incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and
auditing.
23
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Premier Parks Inc. will pay all expenses related to the
offering and sale to the public of the securities being
registered. Such expenses are set forth in the following table.
All the amounts shown are estimates, except the SEC registration
fee.
SEC Registration Fee . . . . . $ 3,242
Legal Fees and Expenses . . . 5,000
Miscellaneous . . . . . . . . 1,758
-------
Total . . . . . . . . . . . . $10,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of Premier Parks Inc.
("Premier") provides that it will to the fullest extent permitted
by the General Corporation Law of the State of Delaware (the
"GCL"), as amended from time to time, indemnify all persons whom
it may indemnify pursuant to the GCL. Premier's By-laws contain
similar provisions requiring indemnification of Premier's
directors and officers to the fullest extent authorized by the
GCL. The GCL permits a corporation to indemnify its directors
and officers (among others) against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by them in connection with any
action, suit or proceeding brought (or threatened to be brought)
by third parties, if such directors or officers acted in good
faith and in a manner they reasonably believe to be in or not
opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful. In a derivative
action, i.e., one by or in the right of Premier, indemnification
may be made for expenses (including attorneys' fees) actually and
reasonably incurred by directors and officers in connection with
the defense or settlement of such action if they had acted in
good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of Premier, except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged liable to
Premier unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses. The GCL further provides that, to the extent any
director or officer has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in this paragraph, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by
him in connection therewith. In addition, Premier's Certificate
of Incorporation contains a provision limiting the personal
liability of Premier's directors for monetary damages for certain
breaches of their fiduciary duty. Premier has indemnification
insurance under which directors and officers are insured against
certain liability that may incur in their capacity as such.
Section 145 of the GCL which covers the indemnification of
directors, officers, employees and agents of a corporation is
hereby incorporated herein by reference.
ITEM 16. EXHIBITS.
See Exhibit Index
II-1
<PAGE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrants pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(4) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(5) That, for the purpose of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act (and, where applicable, each filing of any employee
benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described in Item 15 (other than the provisions relating to
insurance), or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
II-2
<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 May 6, 1999.
Premier Parks Inc.
By: /s/ Kieran E. Burke
--------------------
Kieran E. Burke
Chairman and Cheif Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signatures" constitutes and
appoints Kieran E. Burke, Gary Story and James F. Dannhauser,
each as his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) and
supplements to this Registration Statement and any related
Registration Statement filed pursuant to Rule 462(b) of the
Securities Act of 1933, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and to perform each and every act and thing requisite and
necessary to be done in connection with the above premises, as
fully for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Kieran E. Burke Chairman of the Board
----------------------- and Chief Executive
Kieran E. Burke Officer (Principal
Executive Officer) May 6, 1999
/s/ Gary Story President, Chief
----------------------- Operating Officer and
Gary Story Director May 6, 1999
/s/ James F. Dannhauser Chief Financial
----------------------- Officer and Director
James F. Dannhauser (Principal Financial
and Accounting
Officer) May 6, 1999
/s/ Paul A. Biddelman Director May 6, 1999
-----------------------
Paul A. Biddelman
/s/ Michael E. Gellert Director May 6, 1999
-----------------------
Michael E. Gellert
/s/ Sandy Gurtler Director May 6, 1999
-----------------------
Sandy Gurtler
/s/ Charles R. Wood Director May 6, 1999
-----------------------
Charles R. Wood
II-3
<PAGE>
EXHIBITS INDEX
The following exhibits are filed as a part of this Registration
Statement:
Exhibit No.: Description
------------ -----------
3.1: Certificate of Incorporation of Premier Parks Inc.
(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 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.
(k) Certificate of Amendment to Certificate of
Incorporation dated June 16, 1997 -- incorporated
by reference from Exhibit 3(n) to Form 10-k of
Registrant for year ended December 31, 1997.
(l) Certificate of Designation, Rights and Preferences
for 7 1/2% Mandatorily Convertible Preferred Stock
of Registrant-incorporated by reference from
Exhibit 4(s) to Registrant's Registration
Statement on Form S-3 (No. 333-45859) declared
effective on March 26, 1998.
(m) Certificate of Amendment of Certificate of
Incorporation of Registrant dated July 24, 1998 --
incorporated by reference from Exhibit 3(p) to
Form 10-K of Registrant for the year ended
December 31, 1998.
4.1: Registration Rights Agreement, dated November 7, 1997,
between the Registrant and the selling stockholders --
incorporated by reference from the Registrant's Form S-
3 (File No. 333-40703) filed November 21, 1997.
II-4
<PAGE>
4.3 Amended and Restated Rights Agreement between Premier
Parks Inc. and Bank One Trust Company, as Rights Agent
-- incorporated by reference from Exhibit 4.1 to the
Registrant's Current Report on Form 8-K dated December
15, 1997, as amended.
5.1: Opinion of Thelen Reid & Priest LLP.
23.1: Consent of KPMG LLP.
23.2 Consent of Ernst & Young LLP
23.3: Consent of Thelen Reid & Priest LLP (included in
Exhibit 5.1).
24.1: Power of Attorney (included on the signature page
hereto).
II-5
Exhibit 5.1
May 7, 1999
Premier Parks Inc.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
Re: Premier Parks Inc.;
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Premier Parks Inc., a
Delaware corporation (the "Registrant"), in connection with
the preparation and filing with the Securities and Exchange
Commission (the "Commission") of the above-captioned
Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended
(the "Act"), relating to the resale by the holders named
therein (the "Selling Stockholders") of up to an aggregate
of 337,467 shares of common stock, $.025 par value per
share, of the Registrant (the "Shares").
In connection therewith, we have examined the
Certificate of Incorporation and the By-Laws of the
Registrant, resolutions of the Board of Directors of the
Registrant and the Registration Statement. We also have
made such inquiries and have examined originals or copies
of other instruments as we have deemed necessary or
appropriate for the purpose of this opinion. For purposes
of such examination, we have assumed the genuineness of all
signatures on and the authenticity of all documents
submitted to us as originals, and the conformity to the
originals of all documents submitted to us as certified or
photostatic copies.
Based upon the foregoing, we are of the opinion
that the Shares are duly authorized, validly issued, fully
paid and non-assessable shares of common stock of the
Registrant.
<PAGE>
Premier Parks Inc.
Page -3-
May 7, 1999
We hereby consent to the filing of this opinion
as Exhibit 5.1 to the Registration Statement and to the
reference therein to our firm under the caption "Legal
Matters." In giving the foregoing consent, we do not
thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
Exhibit 23.1
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
March 22, 1999, relating to the consolidated balance sheets of
Premier Parks Inc. and subsidiaries as of December 31, 1998 and
1997, 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, 1998, which report appears
in the December 31, 1998 annual report on Form 10-K of Premier
Parks Inc. and to the reference to our firm under the heading
"Experts" in the Prospectus.
KPMG LLP
Oklahoma City, Oklahoma
May 3, 1999
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the e Registration Statement
(Form S-3 File No. 333-76595) and related Prospectus of Premier
Parks Inc. and to the incorporation by reference therein of our
report dated February 14, 1998, with respect to the financial
statements of Six Flags Entertainment Corporation as of
December 28, 1997 and December 29, 1996 and for each of the three
years in the period ended December 28, 1997 included in Premier
Parks Inc.'s Registration Statement (Form S-3 File No, 333-46897).
ERNST & YOUNG LLP
New York, New York
May 3, 1999
