AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1999
REGISTRATION NO. 333-76595
----------------------------------------------------------------------
----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
AMENDMENT NO. 1
TO
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 Incorporation
Identification No.) 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. [ ]
-----------------------
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.
----------------------------------------------------------------
----------------------------------------------------------------
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 . . . . . . . $ 278,000
Accounting Fees and Expenses . . . 35,000
Legal Fees and Expenses . . . . . 75,000
Miscellaneous . . . . . . . . . . 12,000
--------
Total . . . . . . . . . . . . . . $ 400,000
========
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
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.
Notwithstanding the foregoing, any increase or decrease in volume
II-1
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act of 1933 if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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 Registrant 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) 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.
(4) 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.
(5) To file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section
305(b)(2) of the Act.
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
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 5, 1999.
Premier Parks Inc.
By: /s/ Kieran E. Burke
-------------------------
Kieran E. Burke
Chairman and Chief
Executive Officer
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 May 5, 1999
------------------------ Board and Chief
Kieran E. Burke Executive
Officer
(Principal
Executive
Officer)
* President, Chief
------------------------ Operating May 5, 1999
Gary Story Officer and
Director
/s/ James F. Dannhauser Chief Financial May 5, 1999
----------------------- Officer and
James F. Dannhauser Director
(Principal
Financial and
Accounting
Officer)
* Director May 5, 1999
-----------------------
Paul A. Biddelman
* Director May 5, 1999
-----------------------
Michael E. Gellert
* Director May 5, 1999
-----------------------
Sandy Gurtler
* Director May 5, 1999
-----------------------
Charles R. Wood
*By: /s/ James F. Dannhauser
-----------------------
James F. Dannhauser
Attorney-in-Fact
II-3
EXHIBITS INDEX
The following exhibits are filed as a part of this Registration
Statement:
Exhibit No.: Description
---------- -----------
*1.1: Form of Underwriting Agreement.
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.
*(n) Form of Certificate of Designation for Preferred
Stock issued hereunder.
4.1: Form of Indenture related to Debt Securities
issued hereunder.
*4.2 Form of Warrant Agreement
II-4
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.
*4.4 Form of Unit Agreement.
*5.1: Opinion of Thelen Reid & Priest LLP.
**12.1: Statement re: computation of ratios.
**12.2 Statement re: computation of ratios.
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).
*25.1: Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of the Trustee under the
Debt Securities Indenture.
________________________
* To be filed post-effectively by amendment or on Form 8-K
** Previously Filed
II-5