SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b)(c), AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
PREMIER PARKS, INC.
------------------------------------------
(Name of Issuer)
Common Stock
------------------------------------------
(Title of Class of Securities)
740540208
------------------------------
(CUSIP Number)
December 31, 1999
-------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-(c)
( ) Rule 13d-1(d)
- ----------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 10 Pages
<PAGE>
CUSIP No. 740540208 13G Page 2 of 10 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 6,260,342
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 6,260,342 (shared with its
investment adviser, TIAA-CREF Investment Management, LLC)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,260,342
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.001%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 740540208 13G Page 3 of 10 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Mutual Funds
I.R.S. #13-3930560 (Growth Equity Fund)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 160,636
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 160,636
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
160,636
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.205%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 740540208 13G Page 4 of 10 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Institutional Mutual Funds
I.R.S. #13-4055168 (Institutional Growth Equity Fund)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 9,788
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 9,788
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,788
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.013%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 740540208 13G Page 5 of 10 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
NYS College Choice Tuition LLC ("NYS Tuition LLC")
I.R.S. #13-4024889
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER None
6. SHARED VOTING POWER 28,832
(Shared with Teachers
Insurance and Annuity
Association ("TIAA"),
Teachers Advisors, Inc.
and the Comptroller of
the State of New York)
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 28,832
(shared with TIAA and Teachers Advisors, Inc., its investment
adviser)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,832
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.037%
12. TYPE OF REPORTING PERSON*
OO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
Item 1(a). NAME OF ISSUER:
Premier Parks, Inc.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
11501 Northwest Expressway
Oklahoma City, OK 73131
Item 2(a). NAME OF PERSON FILING:
(1) College Retirement Equities Fund ("CREF")
(2) TIAA-CREF Mutual Funds ("Mutual Funds")
(3) TIAA-CREF Institutional Mutual Funds
("Institutional")
(4) NYS College Choice Tuition LLC
("NYS Tuition LLC")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) CREF - 730 Third Avenue
New York, N.Y. 10017
(2) Mutual 730 Third Avenue
Funds - New York, N.Y. 10017
(3) Institutional - 730 Third Avenue
New York, N.Y. 10017
(4) NYS
Tuition 730 Third Avenue
LLC - New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
(1) CREF - Incorporated in New York
(2) Mutual Funds - Incorporated in Delaware
(3) Institutional - Incorporated in Delaware
(4) NYS Tuition LLC - Organized in New York
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 740540208
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or dealer registered under Section 15 of the Exchange
Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ( ) Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) (x) Investment Company registered under Section 8 of the
Investment Company Act.
(e) ( ) An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the definition of an
<PAGE>
Page 7 of 10 Pages
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
Item 4. OWNERSHIP.
(1) COLLEGE RETIREMENT EQUITIES FUND
(a) Amount Beneficially Owned: 6,260,342
(b) Percent of Class: 8.001%
(c) The Board of Trustees of CREF, an investment company, has sole
power to vote 6,260,342 shares of common stock and authority to direct
the disposition of the 6,260,342 shares of common stock. TIAA-CREF
Investment Management, LLC, CREF's investment adviser, is authorized to
sell the 6,260,342 shares on behalf of CREF in its discretion, subject
to the ultimate authority of the CREF Board of Trustees.
(2) TIAA-CREF MUTUAL FUNDS
(a) Amount Beneficially Owned: 160,636
(b) Percent of Class: 0.205%
(c) The Board of Trustees of the Mutual Funds, an investment company,
has sole power to vote 160,636 shares of common stock, and authority to
direct the disposition of the 160,636 shares of common stock. Teachers
Advisors, Inc., the Mutual Fund's investment adviser, is authorized to
sell the 160,636 shares on behalf of the Mutual Funds in its
discretion, subject to the ultimate authority of the Mutual Funds Board
of Trustees.
(3) TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
(a) Amount Beneficially Owned: 9,788
(b) Percent of Class: 0.013%
(c) The Board of Trustees of the Institutional, an investment company,
has sole power to vote 9,788 shares of common stock, and authority to
direct the disposition of the 9,788 shares of common stock. Teachers
Advisors, Inc., the Institutional's investment adviser, is authorized
to sell the 9,788 shares on behalf of the Institutional in its
discretion, subject to the ultimate authority of the Institutional
Board of Trustees.
(4) NYS College Choice Tuition LLC
(a) Amount Beneficially Owned: 28,832
(b) Percent of Class: 0.037%
(c) TIAA, as manager of the NYS Tuition LLC, has the power to vote the
28,832 shares of common stock, although The Comptroller of the State of
New York may, at its discretion, notify TIAA that it intends to make
voting decisions with respect to the shares. TIAA also has the
authority, as manager of the NYS Tuition LLC, to direct the disposition
of the 28,832 shares of common stock on behalf of the NYS Tuition LLC,
in its discretion. TIAA has delegated its voting and investment
management authority to Teachers Advisors, Inc., a registered
investment adviser.
<PAGE>
Page 8 of 10 Pages
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See attached Exhibit A.
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2000
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ PETER C. CLAPMAN
------------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
TIAA-CREF MUTUAL FUNDS
By: /s/ PETER C. CLAPMAN
------------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
<PAGE>
Page 9 of 10 Pages
TIAA-CREF INSTITUTIONAL MUTUAL FUNDS
By: /s/ PETER C. CLAPMAN
------------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
NYS COLLEGE CHOICE TUITION LLC
By: Teachers Insurance and Annuity
Association of America,
as manager
By: /s/ PETER C. CLAPMAN
------------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
<PAGE>
Page 10 of 10 Pages
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
---------------------------------------------------------
College Retirement Equities Fund - IV TIAA-CREF Mutual Funds - IV TIAA-CREF
Institutional Mutual Funds - IV NYS College Choice Tuition LLC - OO
The College Retirement Equities Fund, TIAA-CREF Mutual Funds, TIAA- CREF
Institutional Mutual Funds and NYS College Choice Tuition LLC (the "Reporting
Persons") are filing as a group because CREF's investment adviser, TIAA-CREF
Investment Management, LLC, is affiliated and employs some of the same
investment personnel as Teachers Advisors, Inc., the investment adviser for
TIAA-CREF Mutual Funds, TIAA-CREF Institutional Mutual Funds and NYS College
Choice Tuition LLC. However, because separate investment decisions are made with
respect to the respective portfolio holdings of each of the Reporting Persons
and there is no oral or written agreement or arrangement among the Reporting
Persons with respect to acquisition, voting, disposition or otherwise of their
securities, each Reporting Person disclaims beneficial ownership of the others'
securities holdings and disclaims its membership in a group with the other
Reporting Person, where the purpose of the group is to acquire control of or
influence management of the issuer.
