SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) FEBRUARY 6, 1997
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PREMIER PARKS INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-9789 73-613774
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11501 NORTHEAST EXPRESSWAY, OKLAHOMA CITY, OKLAHOMA 63131
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (405) 475-2500
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(Former name or former address, if changed since last report)
ITEM 2. Acquisition or Disposition of Assets
On February 6, 1997, Premier Parks Inc. (the "Company") acquired
substantially all of the outstanding capital stock of Stuart Amusement Company
("Stuart"), which indirectly owns a theme park located in Springfield,
Massachusetts and an adjacent multi-use stadium (collectively, "Riverside"), for
an aggregate purchase price of $22,150,000 (the "Purchase Price"), pursuant to a
Stock Purchase Agreement (the "Purchase Agreement"), dated as of December 4,
1996, by and among the Company, Stuart, Edward J. Carroll, Jr. ("Carroll") and
The Carroll Family Limited Partnership (together with Carroll, the "Sellers").
The Company funded $1,000,000 of the Purchase Price by delivery of 32,129
shares of its Common Stock to the Sellers, with the balance paid in cash.
Approximately $8.8 million of the cash portion was used to pay or provide Stuart
funds to pay outstanding obligations of Riverside. At the closing, the Company
also paid to the Sellers approximately $1.1 million to fund Riverside's Net
Operating Expenses (as defined) for the period subsequent to October 31, 1996.
At the closing, $1,025,000 of the Purchase Price was placed in escrow to
fund indemnification claims of the Company. To the extent such claims exceed
the escrow funds or, in certain circumstances, arise after the expiration of the
escrow period (18 months), the Company has indemnification rights against the
Sellers not to exceed $2.5 million (for all matters other than one pending
litigation) or $10,000,000 (for all other matters). Pursuant to the Purchase
Agreement, Carroll has agreed not to compete with the Company for five years.
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ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of Stuart and its subsidiaries as of
September 30, 1995 and 1996 and for each of the years in the three-year
period ended September 30, 1996 and at September 30, 1996 and the
twelve-month period then ended -- incorporated by reference to the financial
statements of Stuart included in the Registrant's Registration Statement on
Form S-2 (Reg No. 333-16573), as amended (the "Registration Statement").
(b) 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 -incorporated by reference to the unaudited pro forma combined
financial statements of the Company included in the Registration Statement.
(c) The following documents are filed herewith as exhibits to this
Form 8-K:
10(a) Stock Purchase Agreement dated as of December 4,
1996, among the Registrant, Stuart Amusement Company, Edward J. Carroll, Jr.,
and The Carroll Family Limited Partnership -- incorporated by reference from
Exhibit 10(y) to the Registration Statement.
10(b) Form of Registration Rights Agreement among
Registrant, Edward J. Carroll, Jr. and The Carroll Family Limited Partnership
- - incorporated by reference from Exhibit 4(m) to Registrant's Registration
Statement on Form S-2 (Reg. No. 333-16763), as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 13, 1997
PREMIER PARKS INC.
By: /s/ Kieran E. Burke
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Kieran E. Burke
Chairman of the Board and
Chief Executive Officer
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