SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) October 31, 1996
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PREMIER PARKS INC.
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Delaware 0-9789 73-613774
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(State or other (Commission (IRS Employer
jurisdiction of) File Number) Identification)
11501 Northeast Expressway, Oklahoma City, Oklahoma 63131
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(Address of principal executive offices)
Registrant's telephone number, including area code (405) 475-2500
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(former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets
On October 31, 1996, the Company acquired (the "Acquisition")
substantially all of the assets of Elitch Gardens Company, a Colorado limited
partnership ("Elitch"), used in the ownership and operation of Elitch Gardens
Amusement Park, for an aggregate purchase price (the "Purchase Price") of
approximately $62.5 million in cash, pursuant to an Asset Purchase Agreement,
dated as of September 23, 1996, by and among the Company, a wholly-owned
subsidiary of the Company, Elitch, the general partner of Elitch and a
principal limited partner of Elitch (as amended, the "Agreement").
The Company funded approximately 50% of the Purchase Price from cash
from operations and a portion of the net proceeds received by the Company
from its public offering of Common Stock in June 1996 with the balance funded
with a borrowing under the New Credit Facility (as hereinafter defined).
Pursuant to the Agreement, Elitch has agreed to, and its general partner
and a principal limited partner have agreed severally to, indemnify the
Company for customary losses, in the case of the general partner and the
limited partner, in an amount up to $1.0 million each.
In connection with the Acquisition and certain other pending
acquisitions which the Company expects to close in November and December of
1996 (collectively, the "Recent Acquisitions"), in October 1996 the Company
entered into a senior secured credit facility (the "New Credit Facility")
with certain lenders. The New Credit Facility has an aggregate availability
of $115.0 million of which (i) up to $30.0 million under the revolving credit
facility (the "Revolving Credit Facility") may be used for working capital
and general corporate purposes; (ii) up to $25.0 million ("Facility A") may
be used to finance capital expenditures prior to April 30, 1998; and (iii) up
to $60.0 million ("Facility B") may be used to finance certain acquisitions
by the Company (including the Recent Acquisitions), including an amount of up
to $2.0 million which may be used to finance improvements at the parks
acquired, provided that at least 50% of the consideration for any such
acquisition or improvements under Facility A or Facility B must be funded by
the Company. As of the date of this Report, approximately $31.6 million has
been borrowed under Facility B to fund approximately 50% of the Purchase
Price of the Acquisition. Interest rates per annum under the New Credit
Facility are equal to Citibank's Base Rate plus the Applicable Margin (as
defined thereunder) or the London Interbank Offering Rate plus the Applicable
Margin. The Revolving Credit Facility terminates October 31, 2002 (reducing
to $15.0 million after October 31, 2001) and borrowing under the Term Loan
Facility mature October 31, 2001; however, aggregate principal payments of
$7.5 million, $20.0 million and $35.0 million are required under the Term
Loan Facilities during 1998, 1999 and 2000, respectively. Revolving credit
borrowings under the New Credit Facility will be secured by substantially all
of the Company's assets. Term Loan borrowings are secured by the assets
acquired with the proceeds thereof, together with guarantees, limited to
approximately $17.5 million, by the Company's subsidiaries.
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ITEM 7. Financial Statements and Exhibits
(a) The following documents are filed herewith as exhibits to this
Form 8-K/A:
10(a) Asset Purchase Agreement, dated September 23, 1996, among
the Registrant, Premier Parks Acquisition Corp., Elitch Gardens Company,
Chilcott Entertainment Corp. and Hensel Phelps Construction Corp. (schedules
and exhibits intentionally omitted).(1)
(b) Credit Agreement, dated October 30, 1996, among the Registrant
and Lehman Commercial Paper Inc., as administrative agent and arranger
(schedules and exhibits intentionally omitted).(2)
(c) Financial Statements of Elitch at December 31, 1995 and for
the year then ended and at September 30, 1996 and the nine-month period then
ended - incorporated by reference to the financial statements of Elitch
included in the Registrant's Registration Statement on Form S-2 (Reg. No.
333-16573).
(d) Pro Forma financial statements at December 31, 1995 and for
the year then ended and at September 30, 1996 and the nine-month period then
ended.
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(1) Incorporated by reference to Exhibit 10(a) of Registrant's Form 8-K filed
with the Securities and Exchange Commission on November 13, 1996.
(2) Incorporated by reference to Exhibit 10(b) of Registrant's Form 8-K filed
with the Securities and Exchange Commission on November 13, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: December 26, 1996
PREMIER PARKS INC.
By: /s/ Kieran E. Burke
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Kieran E. Burke
Chairman of the Board
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