<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [X] Definitive Proxy Statement
[ ] Definitive Additional Materials [ ] Soliciting Materials Pursuant to
[ ] Confidential, for use of the Section 240.14a-11(c) or
Commission Only (as permitted Section 240.14a-12
by Rule 14a-6(e)(2))
PREMIER PARKS INC.
-----------------------------------------------
(Name of Registrant to Specified in its Charter)
-------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
------
2) Aggregate number of securities to which transaction applies:
----------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------
5) Total fee paid:
-------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-------------------------
3) Filing Party:
----------------------------------------------------------
4) Date Filed:
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<PAGE> 2
PREMIER PARKS INC.
11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
JUNE 8, 1999
------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Premier
Parks Inc. (the "Company") will be held at the Hotel Intercontinental, 111 East
48th Street, New York, New York 10017, on Tuesday, June 8, 1999, at 10:00 a.m.,
E.D.T., for the following purposes, all as more fully described in the attached
Proxy Statement:
1. To elect seven directors to serve for the ensuing year and until
their respective successors are elected and qualified.
2. To ratify the selection by the Company's Board of Directors of KPMG
LLP as independent public accountants of the Company for the year
ending December 31, 1999.
3. To transact such other business as may properly come before the
meeting and any and all adjournments thereof.
The Board of Directors has fixed the close of business on April 19, 1999 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment thereof.
A copy of the Company's Annual Report for the year ended December 31, 1998
is enclosed.
YOU ARE EARNESTLY REQUESTED TO DATE, SIGN AND RETURN THE ACCOMPANYING FORM
OF PROXY IN THE ENVELOPE ENCLOSED FOR THAT PURPOSE (TO WHICH NO POSTAGE NEED BE
AFFIXED IF MAILED IN THE UNITED STATES) WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING IN PERSON. THE PROXY IS REVOCABLE BY YOU AT ANY TIME PRIOR TO ITS
EXERCISE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IN THE EVENT YOU
ATTEND THE MEETING OR ANY ADJOURNMENT THEREOF. THE PROMPT RETURN OF THE PROXY
WILL BE OF ASSISTANCE IN PREPARING FOR THE MEETING AND YOUR COOPERATION IN THIS
RESPECT WILL BE APPRECIATED.
BY ORDER OF THE BOARD OF DIRECTORS
RICHARD A. KIPF
Secretary
Oklahoma City, Oklahoma
April 29, 1999
<PAGE> 3
PREMIER PARKS INC.
11501 NORTHEAST EXPRESSWAY
OKLAHOMA CITY, OKLAHOMA 73131
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 1999
------------------------
This Proxy Statement and the accompanying proxy are being furnished to
holders of common stock ("stockholders") of PREMIER PARKS INC. (the "Company")
in connection with the solicitation of proxies by the Board of Directors for use
in voting at the Annual Meeting of Stockholders (the "Annual Meeting") to be
held at the Hotel Intercontinental, 111 East 48th Street, New York, New York
10017, on Tuesday, June 8, 1999, at 10:00 a.m., E.D.T., and at any and all
adjournments thereof.
If the enclosed proxy is properly signed and returned, your shares will be
voted on all matters that properly come before the Annual Meeting for a vote. If
instructions are specified in your signed proxy with respect to the matters
being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are so specified, your shares will be voted FOR
the election of directors named in Proposal 1 and FOR the approval of Proposal 2
(ratification of independent public accountants for the year ending December 31,
1999). Your proxy may be revoked at any time prior to being voted by: (i) filing
with the Secretary of the Company (Richard A. Kipf), at the above address,
written notice of such revocation, (ii) submitting a duly executed proxy bearing
a later date or (iii) attending the Annual Meeting and giving the Secretary
notice of your intention to vote in person.
On or about April 29, 1999, this Proxy Statement and the accompanying
proxy, together with a copy of the Annual Report of the Company for the year
ended December 31, 1998, including financial statements, are being mailed to
each stockholder of record at the close of business on April 19, 1999 (the
"Record Date").
WHETHER OR NOT YOU ATTEND THE ANNUAL MEETING, YOUR VOTE IS IMPORTANT.
ACCORDINGLY, YOU ARE ASKED TO SIGN AND RETURN THE ACCOMPANYING PROXY REGARDLESS
OF THE NUMBER OF SHARES YOU OWN. Shares can be voted at the Annual Meeting only
if the holder is represented by proxy or is present.
<PAGE> 4
VOTING SECURITIES
The Board of Directors has fixed the close of business on April 19, 1999 as
the Record Date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting. Only stockholders of record at the close of
business on that date will be entitled to vote at the Annual Meeting or any and
all adjournments thereof. As of that date, the Company had issued and
outstanding 76,523,796 shares of Common Stock, the Company's only class of
outstanding securities entitled to vote at the Annual Meeting. Each stockholder
of the Company will be entitled to one vote for each share of Common Stock
registered in its name on the Record Date. A majority of all of the outstanding
shares of Common Stock constitutes a quorum at the Annual Meeting.
Neither abstention votes nor any broker non-votes (i.e., votes withheld by
brokers on non-routine proposals in the absence of instructions from beneficial
owners) will be counted as present or represented at the Annual Meeting for
purposes of determining whether a quorum exists.
Effective March 25, 1998, the company now known as Premier Parks Operations
Inc. (formerly Premier Parks Inc.) ("PPO") reorganized by a merger pursuant to
Section 251(g) of the Delaware General Corporation Law ("DGCL"), which allowed
the formation of a new holding company without a vote of the stockholders of
PPO. By virtue of the reorganization, PPO became a direct, wholly-owned
subsidiary of the Company, and all of PPO's outstanding capital stock was
converted, on a share-for-share basis, into equivalent capital stock of the
Company. Specifically, all outstanding shares of common stock of PPO were
converted into an equal number of shares of common stock ("Common Stock") of the
Company. References to the "Company" in this Proxy Statement refer to Premier
Parks Inc., for periods after March 25, 1998, and to PPO for periods prior to
March 25, 1998.
STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL HOLDERS
The following table sets forth certain information as of March 1, 1999
(except as noted below) as to Common Stock owned by (a) each of the Company's
current directors and nominees to serve as directors, (b) all current directors
and officers of the Company as a group, and (c) each person who, to the best of
the Company's knowledge, beneficially owned on that date more than 5% of the
outstanding Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------------------------ ------------------ ----------
<S> <C> <C>
Kieran E. Burke(1).......................................... 758,753 *
Paul A. Biddelman(2)........................................ 4,676,774 6.1
James F. Dannhauser(3)...................................... 254,320 *
Michael E. Gellert(4)....................................... 2,737,922 3.6
Gary Story(5)............................................... 381,000 *
Sandy Gurtler............................................... -- --
Charles R. Wood............................................. 18,182(6) *
FMR Corp.(7)................................................ 10,199,956 13.0
82 Devonshire Street
Boston, Massachusetts 02109
The Equitable Companies Incorporated(8)..................... 9,112,250 11.9
1290 Avenue of the Americas
New York, New York 10104
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
------------------------------------ ------------------ ----------
<S> <C> <C>
College Retirement Equities Fund(9)......................... 5,439,492 7.1
730 Third Avenue
New York, New York 10017
Hanseatic Corporation(10)................................... 4,676,774 6.1
Wolfgang Traber
450 Park Avenue
New York, New York 10152
Gilder Gagnon Howe & Co. LLC(11)............................ 4,581,434 6.0
1775 Broadway
New York, New York 10019
T. Rowe Price Associates, Inc.(12).......................... 3,834,400 5.0
100 E. Pratt Street
Baltimore, Maryland 21202
All directors and officers as a group (18 persons)(13)...... 9,019,917 11.6
</TABLE>
- ---------------
* Less than one percent.
(1) Includes 151,274 shares of Common Stock and warrants and options to
purchase 607,479 shares of Common Stock as to which Mr. Burke has sole
voting and investment power.
(2) Represents shares of Common Stock beneficially owned by Hanseatic
Corporation ("Hanseatic"), of which Mr. Biddelman is President. See
footnote (10) below.
(3) Includes 95,320 shares of Common Stock and options to purchase 159,000
shares of Common Stock as to which Mr. Dannhauser has sole voting and
investment power.
(4) Includes 465,872 shares of Common Stock, as to which Mr. Gellert has sole
voting and investment power. Also includes 2,272,050 shares of Common Stock
beneficially owned by Windcrest Partners ("Windcrest") which shares voting
and investment power with its general partners, Michael E. Gellert and
Robert J. Gellert.
(5) Includes 208,785 shares of Common Stock and options to purchase 172,215
shares of Common Stock as to which Mr. Story has sole voting and investment
power.
(6) Represents shares held by Double "H" Hole in the Woods Ranch, Inc., a
charitable organization of which Mr. Wood is Chairman of the Board.
(7) Includes 10,199,956 shares of Common Stock beneficially owned by Fidelity
Management & Research Company ("Fidelity"), a wholly-owned subsidiary of
FMR Corp. and a registered investment adviser (including 5,513,900 shares
of Common Stock owned by Fidelity Contrafund). The number of shares of
Common Stock shown includes 1,927,456 shares of Common Stock into which
1,160,000 shares of the Company's Premium Income Equity Securities held by
Fidelity on March 31, 1999 are convertible. Edward C. Johnson, Chairman of
FMR Corp. and Abigail Johnson, a director of FMR Corp., and members of the
Johnson family may be deemed to form a controlling group with respect to
FMR Corp. Information has been derived from Amendment No. 3 to Schedule
13G, dated April 10, 1999.
(8) Includes 8,865,850 shares of common stock beneficially owned by Alliance
Capital Management, L.P., a subsidiary of The Equitable Companies
Incorporated ("Equitable") and a registered investment advisor, and 246,400
shares of common stock beneficially owned by the Equitable Life Assurance
Society of the United States, a subsidiary of Equitable and an insurance
company, registered broker-dealer and registered investment advisor.
Information has been derived from Amendment No. 1 to Schedule 13G dated
December 31, 1998.
3
<PAGE> 6
(9) Represents shares beneficially owned by College Retirement Equities Fund, a
registered investment company. Information has been derived from Schedule
13G dated December 31, 1998.
(10) Represents shares of Common Stock beneficially owned by Hanseatic. Mr.
Traber holds a majority of the shares of capital stock of Hanseatic and
thus may be deemed to beneficially own such Common Stock. Of such shares,
4,627,390 shares of Common Stock are held by Hanseatic Americas LDC, a
Bahamian limited duration company in which the sole managing member is
Hansabel Partners LLC, a Delaware limited liability company in which the
sole managing member is Hanseatic. The remaining shares of Common Stock are
held by Hanseatic in discretionary customer accounts. Information has been
derived from Amendment No. 8 to Schedule 13D, dated November 30, 1998.
(11) Includes 3,394,624 shares held in customer accounts over which members
and/or employees of Gilder Gagnon Howe & Co. LLC ("GGH") have discretionary
authority to dispose of or direct the disposition of the shares, 1,137,735
shares held in accounts owned by the members of GGH and their families, and
49,075 shares held in the account of the profit-sharing plan of GGH.
Information has been derived from Schedule 13G dated December 31, 1998.
(12) Represents shares beneficially owned by T. Rowe Price Associates, Inc., a
registered investment advisor. Information has been derived from Schedule
13G dated February 12, 1999.
(13) The share amounts listed include shares of Common Stock that the following
persons have the right to acquire within 60 days from March 1, 1999: Kieran
E. Burke, 607,479 shares (see footnote (1)); James F. Dannhauser, 159,000
shares (see footnote (3)); Gary Story, 172,215 shares (see footnote (5));
and all directors and officers as a group, 1,088,294 shares.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT. Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires
officers and directors of the Company and persons who own more than ten-percent
of the Common Stock, to file initial statements of beneficial ownership (Form 3)
and statements of changes in beneficial ownership (Forms 4 or 5) of Common Stock
with the Securities and Exchange Commission (the "SEC"). Officers, directors and
greater than ten-percent stockholders are required by SEC regulations to furnish
the Company with copies of all such forms they file.
During 1998, the following officers of the Company inadvertently failed to
make all required filings on a timely basis: James M. Coughlin, General Counsel
(Form 3); John Bement, Executive Vice President (Form 3); Daniel C. Aylward,
Executive Vice President (Forms 3 and 4); and Patrick J. Walker, Vice President
of Finance (Form 3); and all such required filings by such persons were
subsequently made. To the Company's knowledge, based solely on its review of the
copies of such forms received by it and written representations from certain
reporting persons that no additional forms were required for those persons,
during 1998 all filing requirements applicable to all other officers, directors,
and greater than ten-percent beneficial owners were complied with.
------------------------
PROPOSAL 1: ELECTION OF DIRECTORS
The Company's Board of Directors currently consists of seven members. At
the Annual Meeting seven directors are to be elected to serve for the ensuing
year and until their respective successors are elected and qualified. The
persons named in the enclosed proxy intend to vote for the election of the
persons listed below, unless the proxy is marked to indicate that such
authorization is expressly withheld. Should any of the listed persons be unable
to accept nomination or election (which the Board of Directors does not expect),
it is the intention of the persons named in the enclosed proxy to vote for the
election of such persons as the Board of Directors may recommend. Proxies cannot
be voted for a greater number of persons than the number of
4
<PAGE> 7
nominees named. The election of directors requires a plurality vote of the
shares of Common Stock represented at the Annual Meeting.
INFORMATION CONCERNING NOMINEES
<TABLE>
<CAPTION>
AS OF YEAR
MARCH 1, ELECTED
NAME 1999 DIRECTOR POSITION WITH THE COMPANY
---- -------- -------- -------------------------
<S> <C> <C> <C>
Kieran E. Burke(1)........... 41 1989 Director, Chairman of the Board and Chief
Executive Officer
Gary Story(2)................ 43 1994 Director, President and Chief Operating Officer
James F. Dannhauser(3)....... 46 1992 Director and Chief Financial Officer
Paul A. Biddelman(4)......... 53 1992 Director
Michael E. Gellert(5)........ 67 1989 Director
Charles R. Wood(6)........... 84 1997 Director
Sandy Gurtler(7)............. 49 1997 Director
</TABLE>
- ---------------
(1) Mr. Burke has served as Chief Executive Officer and a Director of the
Company since October 1989 and Chairman of the Board since June 1994. From
1989 through June 1994, he was President of the Company. Mr. Burke also
serves as a director of Blue Ridge Real Estate Company and Big Boulder
Corporation.
(2) Mr. Story has served as President and a Director of the Company since June
1994 and as Chief Operating Officer since January 1992. From January 1992
through June 1994, he also served as the Company's Executive Vice President.
(3) Mr. Dannhauser became Chief Financial Officer of the Company in October 1995
and has served as a Director of the Company since December 1992. From 1990
through June 1996, Mr. Dannhauser was a managing director of Lepercq de
Neuflize & Co. Incorporated, an investment banking firm ("Lepercq"). Mr.
Dannhauser is a member of the board of directors of Lepercq and of MeriStar
Hospitality Corporation.
(4) Mr. Biddelman has served as a Director of the Company since December 1992.
Since December 1997, Mr. Biddelman has been president of Hanseatic, a
private investment company. Prior to that date, he was treasurer of
Hanseatic for more than five years. Mr. Biddelman also serves as a director
of Electronic Retailing Systems International, Inc., Insituform
Technologies, Inc., Celadon Group, Inc., Petroleum Heat and Power Co., Inc.
and Star Gas Partners, L.P.
(5) Mr. Gellert has served as a Director of the Company since March 1989. He
previously served as a Director of the Company and as a Trustee of Tierco, a
Massachusetts business trust and predecessor of the Company, from 1979 until
1986. From June 1989 through June 1994, he also served as the Chairman of
the Board of the Company. Mr. Gellert is a general partner of Windcrest, a
private investment partnership. Mr. Gellert also serves as a director of
Devon Energy Corp., Humana Inc., Seacor Smit Inc. and Smith Barney World
Funds.
(6) Mr. Wood has served as a Director of the Company since June 1997. Mr. Wood
is the President and sole shareholder of Storytown USA, Inc. and Fantasy
Rides Corporation, which collectively owned The Great Escape and Splash
Water Kingdom in Lake George, New York prior to the acquisition of the park
by the Company in December 1996. Mr. Wood serves as a consultant to the
Company and owns, directly or
5
<PAGE> 8
through wholly-owned corporations, a variety of businesses in the Lake
George area, including real estate, motels, restaurants and an action park.
(7) Mr. Gurtler has served as a Director of the Company since June 1997. Mr.
Gurtler is the Manager of Chilcott Entertainment LLC, which was the general
partner of the owner of Elitch Gardens Amusement Park in Denver, Colorado
prior to the acquisition of the park by the Company in October 1996. Mr.
Gurtler also serves as a consultant to the Company.
------------------------
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1998, the Company's Board of Directors
held three meetings. During 1998, each of the directors of the Company attended
all of the meetings of the Board of Directors and all meetings of committees of
the Board of which such director was a member.
The Board has designated an Executive Committee, a Compensation Committee
and an Audit Committee. The members of the Executive Committee at March 1, 1999
were Messrs. Burke, Biddelman and Gellert. The Executive Committee, which was
established in June 1997, meets informally on a regular basis and met formally
during 1998 on four occasions. Subject to applicable law, the Executive
Committee is authorized to take any action that can be taken by the entire
Board.
The members of the Compensation Committee at March 1, 1999 were Messrs.
Biddelman and Gellert. The Compensation Committee, which met three times during
1998, reviews management's recommendations with respect to executive
compensation and employee benefits and is authorized to act on behalf of the
Board with respect thereto. The Compensation Committee also administers the
Company's 1996 Stock Option and Incentive Plan and 1998 Stock Option and
Incentive Plan. See "Executive Compensation."
The members of the Audit Committee at March 1, 1999 were Messrs. Biddelman
and Gellert. The Audit Committee, which met three times during 1998, recommends
to the Board the accounting firm to be selected by the Board as independent
public accountants of the Company, and acts on behalf of the Board in reviewing
with the independent public accountants, the chief financial officer of the
Company and other appropriate corporate officers, matters relating to corporate
financial reporting and accounting procedures and policies, and the adequacy of
financial, accounting and operating controls. The Audit Committee reviews the
results of audits with the Company's independent public accountants and reports
thereon to the Board. The Audit Committee also submits to the Board
recommendations it may have from time to time with respect to financial
reporting and accounting practices and policies and financial, accounting and
operating controls and safeguards.
COMPENSATION OF DIRECTORS
Each of the Company's directors who are not employees or consultants of the
Company receives $15,000 annually for serving on the Board, payable in cash or
shares of Common Stock. With respect to 1998, the Company paid an aggregate of
$30,000 in such fees to its two eligible outside directors. Directors are also
reimbursed for expenses attendant to Board and Committee membership.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following table discloses compensation received by the Company's Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer and other
named officers for the years shown.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
RESTRICTED SECURITIES
STOCK UNDERLYING
SALARY BONUS OTHER ANNUAL AWARD(S) OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION ($)(1)(2) (#)(1) COMPENSATION
- --------------------------- ---- -------- ---------- ------------ ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Kieran E. Burke........... 1998 $594,312 $2,000,000(3) -- $10,083,701(4) 350,000 (5)
Chairman of the Board, 1997 400,000 529,692 -- $ 5,482,823(4) -- (5)
Chief Executive Officer 1996 350,000 300,000 -- -- 125,000 (5)
and Director
Gary Story................ 1998 $445,552 $2,000,000(3) -- $ 8,896,860(6) 350,000 (5)
President, Chief
Operating 1997 300,000 453,438 -- $ 4,837,500(6) -- (5)
Officer and Director 1996 254,304 250,000 -- -- 80,000 (5)
James F. Dannhauser....... 1998 $360,070 $2,000,000(3) -- $ 7,710,119(7) 350,000 (5)
Chief Financial Officer 1997 250,000 378,546 -- $ 4,192,178(7) -- (5)
and Director 1996 162,500 200,000 -- -- 50,000 (5)
Hue W. Eichelberger(8).... 1998 $179,850 $ 100,000 -- -- 115,000 (5)
Executive Vice President 1997 145,000 140,000 -- -- -- (5)
1996 110,000 15,000 -- -- 10,000 (5)
John E. Bement(9)......... 1998 $185,600 $ 100,000 -- -- 70,000 (5)
Executive Vice President
</TABLE>
- ---------------
(1) All share information has been adjusted to give effect to a two-for-one
stock split consummated by the Company in July 1998.
(2) Amounts shown are based on the closing price of the Common Stock (as
reported on the New York Stock Exchange ("NYSE")) on the date of the grant
and include all restricted shares granted, without regard to the existence
of restrictions thereon.
(3) Represents a one-time bonus payment to the named executives as compensation
for services rendered in connection with the Company's acquisition in 1998
of Six Flags and the transactions associated therewith. The amount of bonus
payments under employment agreements described below was not determined at
March 1, 1999.
(4) As of December 31, 1998, Mr. Burke had been granted 680,040 restricted
shares of Common Stock, 340,020 of which were granted on July 31, 1997 and
340,020 of which were granted on June 9, 1998, all pursuant to an employment
agreement described below. The restrictions on 56,670 restricted shares
lapsed on January 1, 1998. The restrictions on 170,010 restricted shares
lapsed on January 1, 1999, and will lapse on January 1 of each of 2000 and
2001. The restrictions on 56,670 restricted shares will lapse on each of
January 1, 2002 and 2003. Dividends will be paid on the restricted shares
whether or not the restrictions thereon have lapsed if and when such
dividends are declared on the Company's Common Stock. Based on the closing
price of the Common Stock (as reported on the NYSE) on December 31, 1998,
the aggregate market value of all such restricted shares on that date
totaled $20,571,210.
(5) The Company has concluded that, as to each named executive officer for each
year shown, all personal benefits paid or provided did not exceed the lesser
of $50,000 or 10% of the salary and bonus reported for such officer above.
During 1998, the Company did not have any defined contribution plans or
pension or other defined benefit or retirement plans in which its officers
participated, other than a qualified, contributory 401(k) plan. After
specified periods of employment, employees are eligible to participate in
7
<PAGE> 10
the 401(k) plan. The Company matches 100% of the first 2% of and 25% of the
next 6% of salary contributed by employees to the plan. The accounts of all
participating employees are fully vested. Amounts shown as salary for each
named executive officer include the Company's matching contribution for such
officer.
(6) As of December 31, 1998, Mr. Story had been granted 600,000 restricted
shares of Common Stock, 300,000 of which were granted on July 31, 1997 and
300,000 of which were granted on June 9, 1998, all pursuant to an employment
agreement described below. The restrictions on 50,000 restricted shares
lapsed on January 1, 1998. The restrictions on 150,000 restricted shares
lapsed on January 1, 1999, and will lapse on January 1 of each 2000 and
2001. The restrictions on 50,000 restricted shares will lapse on each of
January 1, 2002 and 2003. Dividends will be paid on the restricted shares
whether or not the restrictions thereon have lapsed if and when such
dividends are declared on the Company's Common Stock. Based on the closing
price of the Common Stock (as reported on the NYSE) on December 31, 1998,
the aggregate market value of all such restricted shares on that date
totaled $18,150,000.
(7) As of December 31, 1998, Mr. Dannhauser had been granted 519,960 restricted
shares of Common Stock, 259,980 of which were granted on July 31, 1997 and
259,980 of which were granted on June 9, 1998, all pursuant to an employment
agreement described below. The restrictions on 43,330 restricted shares
lapsed on January 1, 1998. The restrictions on 129,990 restricted shares
lapsed on January 1, 1999, and will lapse on January 1 of each of 2000 and
2001. The restrictions on 43,330 restricted shares will lapse on each of
January 1, 2002 and 2003. Dividends will be paid on the restricted shares
whether or not the restrictions thereon have lapsed if and when such
dividends are declared on the Company's Common Stock. Based on the closing
price of the Common Stock (as reported on the NYSE) on December 31, 1998,
the aggregate market value of all such restricted shares on that date
totaled $15,728,790.
(8) Mr. Eichelberger became an executive officer of the Company in October 1996.
(9) Mr. Bement became an executive officer of the Company in May 1998 and salary
shown includes salary paid prior thereto in 1998 by Six Flags Theme Parks
Inc., a subsidiary of the Company.
AGGREGATE OPTION EXERCISES AND OPTION VALUES
The following table provides information on stock options and warrants
("Options") exercised in 1998 by each of the named executive officers and the
value of such officers' unexercised Options at December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF SHARES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1998 DECEMBER 31, 1998($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kieran E. Burke...... -- -- 607,479 455,000 $14,952,698 $6,986,250
Gary Story........... 158,785 $3,062,674 172,215 399,000 $ 3,370,992 $5,770,750
James F.
Dannhauser......... -- -- 159,000 371,000 $ 3,273,000 $5,204,250
Hue W.
Eichelberger....... 24,000 $ 323,000 44,000 111,000 $ 853,000 $1,520,750
John E. Bement....... -- -- 7,000 63,000 $ 89,250 $ 803,250
</TABLE>
- ---------------
(1) Amount shown is based on $30.25 per share, the closing price of the Common
Stock (as reported on the NYSE) on December 31, 1998.
8
<PAGE> 11
OPTIONS GRANTED IN LAST FISCAL YEAR
The following table provides information on Options granted in 1998 to each
of the named executive officers:
<TABLE>
<CAPTION>
GAINS BASED ON ASSUMED
RATES OF STOCK PRICE
APPRECIATION FOR
1998 STOCK OPTION GRANTS OPTION TERM(1)
--------------------------------------------------- -----------------------
% OF 1998
EMPLOYEE EXERCISE/BASE ASSUMED ASSUMED
OPTIONS OPTION PRICE PER EXPIRATION RATE RATE
GRANTED(2) GRANTS(%) SHARE($) DATE 5% 10%
---------- --------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Kieran E. Burke......... 350,000 10.2% $17.50 9/27/05 $2,511,250 $5,818,750
Gary Story.............. 350,000 10.2 17.50 9/27/05 2,511,250 5,818,750
James F. Dannhauser..... 350,000 10.2 17.50 9/27/05 2,511,250 5,818,750
Hue W. Eichelberger..... 115,000 3.3 17.50 9/27/05 825,125 1,911,875
John E. Bement.......... 70,000 2.0 17.50 9/27/05 502,250 1,163,750
</TABLE>
- ---------------
(1) The potential gain is calculated from the closing price of the Common Stock
on the date of grant. These amounts represent certain assumed rates of
appreciation only. Actual gains, if any, on Option exercises and Common
Stock holdings are dependent on the future performance of the Common Stock
and overall market conditions.
(2) The Options vest in five equal annual installments commencing on the date of
the grant. The vesting of 175,000 Options (in the case of Messrs. Burke,
Story and Dannhauser) and 35,000 Options (in the case of Mr. Eichelberger
and Mr. Bement) are also subject to the satisfaction by the Company of
certain performance criteria in 1999.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with each of Messrs.
Burke, Story and Dannhauser, dated as of July 31, 1997, for the three-year
period ending December 31, 1999. The agreements provide that such executive
officers would receive base salaries for 1998 in the amounts listed in the
Summary Compensation Table above, increasing each succeeding year during the
term of the agreements. Such executive officers are also entitled to annual
bonuses based on the amount by which the Company's earnings before interest,
taxes, depreciation and amortization ("EBITDA") exceed budgeted amounts. In
addition, the agreements provide for the grant to each such executive officer of
the restricted shares of Common Stock described in the Summary Compensation
Table above, on the terms and conditions referred to therein. In the event of a
"Change of Control" of the Company (as defined), all restrictions on such shares
will immediately lapse. In addition, if any such executive's employment is
terminated under certain circumstances (including certain circumstances
following such a Change of Control), the Company is required to pay such
executive a lump sum amount equal to three times his prior year's cash
compensation. The agreements subject the executive officers to standard
non-disclosure and non-compete requirements.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors administers the
Company's executive compensation program.
9
<PAGE> 12
The goals of the Company's executive compensation program are to:
- Provide compensation levels that enable the Company to attract, retain
and motivate its executives;
- Tie individual compensation to individual performance and the success
of the Company; and
- Align executives' financial interests with those of the Company's
stockholders through equity participation.
Employment Agreements
In June 1997, each of the Compensation Committee and the Board of Directors
approved the terms of the employment agreements entered into with the Company's
three senior executive officers. In each case, the Compensation Committee
decided that it was in the Company's best interest to assure the Company the
continued services of these executives on a long-term basis. In approving the
terms of these agreements, the Compensation Committee considered not only the
Company's compensation goals referred to above, but also levels and methods of
compensation provided by certain companies comparable in size and lines of
business to the Company. Additionally, the Compensation Committee considered
each executive's historical performance, length of tenure, prior experience and
level of responsibility. As more fully described in the accompanying Annual
Report, in 1998, the Company entered into a series of transactions, principally
its acquisition of Six Flags, that dramatically increased the size of the
Company's operations and capital base. These transactions, also resulted in a
substantial increase in the market price of the Common Stock. In light of the
efforts of each of the Company's Chief Executive Officer, Chief Operating
Officer and Chief Financial Officer in connection with such transactions, the
Compensation Committee approved the payment of a $2,000,000 one time cash bonus
in 1998 to each such individual (in addition to the bonuses that are payable
under the employment agreements described above) and the grant to them of the
remaining shares of restricted Common Stock contemplated by the employment
agreements. The Company will not be permitted to deduct under Section 162(m) of
the Internal Revenue Code of 1986 certain payments to the executives under the
employment agreements. Based on his employment agreement and in recognition of
his role in the aforementioned growth in 1998, the Chief Executive Officer
received in that year a base salary of $594,312 and the bonus of $2,000,000
described above and is entitled to receive the annual bonus in respect of 1998
provided for in his employment agreement, the amount of which was not determined
on March 1, 1999, as compared to $400,000 salary and $529,692 in bonus with
respect to 1997.
Salaries
The base salary of each executive officer who does not have an employment
agreement is reviewed annually based on management recommendations, and data
regarding the salaries of executives with similar responsibilities in certain
companies comparable in size or in lines of business. In addition, the
Compensation Committee considers individual performance, length of tenure, prior
experience and level of responsibility. None of these factors is assigned a
specific weight.
Incentive Compensation
The Company does not have a formal cash incentive compensation program for
executives who do not have employment agreements, but does award annual cash
bonuses to selected employees. Annual bonuses for such executives are
recommended to the Compensation Committee by the Chairman at the end of each
year. Individual bonus awards are based on Company-wide and individual
performance for the previous fiscal year, taking into account both qualitative
and quantitative factors. Quantitative factors include revenues and
10
<PAGE> 13
EBITDA. Qualitative factors include initiative, business judgment, level of
responsibility and management skills.
Long-Term Incentive
In 1998 the Company's Compensation Committee authorized the granting of
Options to employees to purchase 3,437,000 shares of Common Stock (of which
Options for 1,531,000 shares are conditioned on satisfaction by the Company of
specified performance criteria), and approved the grants of restricted stock to
the Company's senior executive officers under the employment agreements
described above. In determining the number of Options granted, the Compensation
Committee considered the level of each recipient's responsibility, the
recipient's actual and potential impact on the Company's performance, the
recommendations of senior management, as well as the number of Options granted
in prior years. The Company does not have a target ownership level for equity
holdings in the Company by senior management and other key employees.
Paul A. Biddelman
Michael E. Gellert
11
<PAGE> 14
PERFORMANCE GRAPH
The following table shows a comparison of the five year cumulative total
return to stockholders (assuming all dividends were reinvested) for the Company,
the Standard & Poor's ("S&P") 500 Stock Index and the S&P Entertainment -- 500
Index. During the period October 1990 through June 1994, no trading market
existed for the Common Stock and the Company was unable to obtain any price
quotations for its Common Stock. In June 1994, the Pink Sheets(R) and the OTC
Bulletin Board commenced reporting of bid and asked quotations for the Company's
Common Stock under the symbol PARKD. These quotations reflect inter-dealer
prices, without mark-up, mark-down or commission and do not necessarily
represent actual transactions. From May 30, 1996 until December 19, 1997, the
Common Stock was traded on the Nasdaq National Market under the symbol "PARK."
Since December 22, 1997, the Common Stock has traded on the NYSE under the
symbol "PKS."
<TABLE>
<CAPTION>
S&P ENTERTAINMENT -- 500
PREMIER PARKS INC.* S&P 500 STOCK INDEX INDEX
------------------- ------------------- ------------------------
<S> <C> <C> <C>
'1993' 100.00 100.00 100.00
'1994' 163.64 101.32 95.38
'1995' 381.82 139.40 114.59
'1996' 1090.35 171.40 116.35
'1997' 1374.56 228.59 169.77
'1998' 2053.35 293.91 230.01
</TABLE>
<TABLE>
<CAPTION>
BASE
PERIOD RETURN RETURN RETURN RETURN RETURN
COMPANY/INDEX NAME 1993 1994 1995 1996 1997 1998
------------------ ------ ------ ------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Premier Parks Inc.*........................ 100 163.64 381.82 1,090.35 1,374.56 2,053.35
S&P 500 Stock Index........................ 100 101.32 139.40 171.40 228.59 293.91
S&P Entertainment--500 Index............... 100 95.38 114.59 116.35 169.77 230.01
</TABLE>
- ---------------
* The Common Stock was not publicly traded between October 15, 1990 and June
1994. The return for 1994 was calculated using a beginning point of the
October 15, 1990 price.
12
<PAGE> 15
CERTAIN TRANSACTIONS
In November 1990, the Company entered into an office lease. A portion of
the office space is used by Windcrest. The Company and Windcrest have agreed to
allocate a portion of the monthly rental payments to Windcrest. During 1998,
Windcrest paid the Company approximately $65,000 with respect to such office
space. Michael E. Gellert, a director of the Company, is a general partner of
Windcrest.
On October 31, 1996, the Company acquired substantially all of the assets
used in the operation of Elitch Gardens Amusement Park ("Elitch Gardens"). Sandy
Gurtler, a director of the Company, is the president, a director and a
shareholder of the general partner of the partnership that owned these assets
prior to the transaction. In connection with the acquisition of Elitch Gardens,
the Company entered into a five-year consulting agreement with Mr. Gurtler under
which $100,000 of consulting fees were paid to Mr. Gurtler in 1998.
On December 4, 1996, the Company acquired substantially all of the assets
used in the operation of The Great Escape and Splashwater Kingdom ("The Great
Escape"). Charles R. Wood, a director of the Company, is the sole shareholder of
the entities that owned these assets prior to the transaction. In connection
with the acquisition of The Great Escape, the Company entered into a five-year
consulting agreement with Mr. Wood under which $250,000 of consulting fees were
paid to Mr. Wood in 1998.
PROPOSAL 2: RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
KPMG LLP ("KPMG"), certified public accountants, audited the Company's
consolidated financial statements for the fiscal year ended December 31, 1998.
The Board of Directors has appointed KPMG to audit the Company's consolidated
financial statements for the fiscal year ending December 31, 1999, and
recommends that the stockholders vote for ratification of such appointment. The
ratification requires the affirmative vote of a majority of the shares of Common
Stock represented at the Annual Meeting. In the event the ratification is not
approved, the Board of Directors will reconsider its selection. Representatives
of KPMG are expected to attend the Annual Meeting and will be available to
respond to appropriate questions from stockholders present at such meeting.
2000 STOCKHOLDER PROPOSALS
In order for stockholder proposals for the 2000 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's 2000 Proxy Statement,
they must be received by the Company at its principal offices, 11501 Northeast
Expressway, Oklahoma City, Oklahoma 73131 (Attn: Secretary), prior to December
31, 1999. The Company's Board of Directors will review any stockholder proposals
that are filed as required and will determine whether such proposals meet
applicable criteria for inclusion in its 2000 Proxy Statement.
OTHER MATTERS
The Board of Directors does not know of any other matters that are likely
to be presented for consideration at the Annual Meeting. Should any other
matters properly come before the Annual Meeting or
13
<PAGE> 16
any adjournments thereof, it is the intention of the persons named in the
accompanying proxy to vote such proxy in accordance with their best judgment.
SOLICITATION OF PROXIES
All costs in connection with the solicitation of the enclosed proxy will be
borne by the Company. In addition to solicitations of proxies by use of the
mail, certain officers or employees of the Company, without additional
remuneration, may solicit proxies personally or by telephone, telegraph and
mail. The Company has retained D.F. King & Co., Inc. to solicit proxies for a
fixed fee of $4,500. In addition, the Company will also request brokers,
dealers, banks and other nominees to solicit proxies from their clients, where
appropriate, and will reimburse them for reasonable expenses related thereto.
RICHARD A. KIPF
Secretary
Oklahoma City, Oklahoma
April 29, 1999
14
<PAGE> 17
PROXY
PREMIER PARKS INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KIERAN E. BURKE, JAMES F. DANNHAUSER, GARY
STORY and RICHARD A. KIPF with full power to act without the others and with
power to appoint his substitute as the undersigned's proxies to vote all shares
of Common Stock of the undersigned in PREMIER PARKS INC. (the "Company"), a
Delaware corporation, which the undersigned would be entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at the Hotel
Intercontinental, 111 East 48th Street, New York, New York 10017, on Tuesday,
June 8, 1999, at 10:00 a.m., E.D.T., and at any and all adjournments thereof as
follows:
1. ELECTION OF DIRECTORS[ ] FOR all nominees listed below (except as marked to
the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees listed
below
KIERAN E. BURKE, PAUL A. BIDDELMAN, JAMES F. DANNHAUSER, MICHAEL E. GELLERT,
SANDY GURTLER, GARY STORY, CHARLES R. WOOD
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
2. Proposal to ratify the selection of KPMG LLP as the Company's independent
public accountants for the year ending December 31, 1999. The Board of
Directors recommends a vote FOR this proposal.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion such other business as may properly come before the
meeting and any and all adjournments thereof.
<PAGE> 18
The shares of Common Stock represented by this proxy will be voted in
accordance with the foregoing instructions. In the absence of any instructions,
such shares will be voted for the election of the nominees listed in item 1 and
for the proposal in item 2.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders to be held on June 8, 1999 and the Proxy Statement furnished
therewith.
The undersigned hereby revokes any proxy to vote shares of Common Stock of
the Company heretofore given by the undersigned.
----------------------------, 1999
(Date)
Signature--------------------------
Please date, sign exactly as name
appears on this proxy, and promptly
return in the enclosed envelope.
When signing as guardian, executor,
administrator, attorney, trustee,
custodian, or in any other similar
capacity, please give full title.
If a corporation, sign in full
corporate name by president or
other authorized officer, giving
title, and affix corporate seal. If
a partnership, sign in partnership
name by authorized person. In the
case of joint ownership, each joint
owner must sign.
