SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) - June 24, 1999
PREMIER PARKS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13703 13-3995059
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code - (405) 475-2500
(Former name or former address, if changed since last report): Not Applicable
Item 5. Other Events
On April 20, 1999, Premier Parks Inc. (the "Registrant") registered $1.0
billion of undesignated securities pursuant to a shelf registration statement on
Form S-3 (File No. 333-76595) (the "Registration Statement"). The Registration
Statement was declared effective by the Securities and Exchange Commission on
May 7, 1999.
On May 27, 1999, the Registrant announced that its two primary operating
subsidiaries, Premier Parks Operations Inc. ("Premier Operations") and Six Flags
Theme Parks Inc. ("SFTP"), had commenced tender offers to purchase up to an
aggregate of $375.0 million of their outstanding senior notes. Concurrent with
their respective tender offers, Premier Operations and SFTP have obtained
consents to the adoption of certain proposed amendments to the indentures
governing the tendered notes. On June 11, 1999, Premier Operations, SFTP and the
United States Trust Company of New York, as trustee for the indentures governing
the tendered notes, executed supplemental indentures effecting such proposed
amendments. Upon consummation of the tender offers, the supplemental indentures
will eliminate certain restrictive covenants and other provisions contained in
such indentures.
On June 18, 1999, the Registrant announced that it would finance the
tender offers by its subsidiaries with the proceeds from the sale of a new issue
of senior notes pursuant to the Registration Statement. On June 25, 1999, the
Registrant filed a Prospectus Supplement to the Registration Statement, pursuant
to Rule 424(b)(2), with respect to an offering of $430,000,000 principal amount
of the Registrant's 9 3/4% Senior Notes due 2007, the proceeds of which would be
used to fund the tender offers. The Bank of New York will serve as trustee for
the indenture governing these new notes.
As a condition to the consummation of the tender offers and the new note
offering, each of Premier Operations' and SFTP's credit facilities have been
amended to permit such subsidiaries to fund interest payments on the new notes.
The Registrant is filing herewith the following exhibits in connection
with its offering of the such 9 3/4% Senior Notes pursuant to the Registration
Statement.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement dated June 24, 1999 among the
Registrant and the several underwriters with respect to the
sale of the Registrant's 9 3/4% Senior Notes due 2007.
5.1 Opinion of Thelen Reid & Priest LLP as to the legality of the
9 3/4% Senior Notes.
23.3 Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939
of The Bank of New York on Form T-1.
99.1 Second Supplemental Indenture dated as of June 11, 1999, among
Six Flags Theme Parks Inc., the subsidiary guarantors thereto
and the United States Trust Company of New York, as trustee.
99.2 Eighth Supplemental Indenture dated as of June 11, 1999, among
Premier Parks Operations Inc., the subsidiary guarantors
thereto and the United States Trust Company of New York, as
trustee.
99.3 Amendment No. 2, dated as of May 28, 1999, to the Credit
Agreement
among Six Flags Theme Parks Inc., Six Flags Entertainment
Corporation, S.F. Holdings Inc., certain subsidiaries of Six
Flags Theme Parks Inc., The Bank of New York and the lenders
named therein.
99.4 Amendment No. 3, dated as of May 28, 1999, to the Credit
Agreement among Premier Parks Operations Inc., certain
subsidiaries of Premier Parks Operations Inc., The Bank of New
York and the lenders named therein.
SIGNATURE
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 thereunto duly authorized.
PREMIER PARKS INC.
By: /s/ James M. Coughlin
------------------------------
Name: James M. Coughlin
Title: Vice President
Exhibit Index
Exhibit Description
- ------- -----------
1.1 Underwriting Agreement dated June 24, 1999 among the Registrant and
the several underwriters with respect to the sale of the
Registrant's 9 3/4% Senior Notes due 2007.
5.1 Opinion of Thelen Reid & Priest LLP as to the legality of the 9 3/4%
Senior Notes.
23.3 Consent of Thelen Reid & Priest LLP (included in Exhibit 5.1).
25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of
The Bank of New York on Form T-1.
99.1 Second Supplemental Indenture dated as of June 11, 1999, among Six
Flags Theme Parks Inc., the subsidiary guarantors thereto and the
United States Trust Company of New York, as trustee.
99.2 Eighth Supplemental Indenture dated as of June 11, 1999, among
Premier Parks Operations Inc., the subsidiary guarantors thereto and
the United States Trust Company of New York, as trustee.
99.3 Amendment No. 2, dated as of May 28, 1999, to the Credit Agreement
among Six Flags Theme Parks Inc., Six Flags Entertainment
Corporation, S.F. Holdings Inc., certain subsidiaries of Six Flags
Theme Parks Inc., The Bank of New York and the lenders named
therein.
99.4 Amendment No. 3, dated as of May 28, 1999, to the Credit Agreement
among Premier Parks Operations Inc., certain subsidiaries of Premier
Parks Operations Inc., The Bank of New York and the lenders named
therein.