-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CLjd9z3v6Z8hyNWG0DpC51chOPaVIJVrLQRHcXw+ANCX7w1L5jrtDz8jXxaVFOd4 oiugVRjv55X71URPp31swA== 0000914121-05-002210.txt : 20051122 0000914121-05-002210.hdr.sgml : 20051122 20051122172731 ACCESSION NUMBER: 0000914121-05-002210 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051122 DATE AS OF CHANGE: 20051122 GROUP MEMBERS: DANIEL M. SNYDER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SIX FLAGS INC CENTRAL INDEX KEY: 0000701374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 736137714 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33593 FILM NUMBER: 051222180 BUSINESS ADDRESS: STREET 1: 11501 NE EXPWY CITY: OKLAHOMA CITY STATE: OK ZIP: 73131 BUSINESS PHONE: 4054752500 MAIL ADDRESS: STREET 1: 122 EAST 42ND STREET 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10168 FORMER COMPANY: FORMER CONFORMED NAME: TIERCO GROUP INC/DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RED ZONE LLC CENTRAL INDEX KEY: 0001301723 IRS NUMBER: 201475706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 21300 REDSKIN PARK DRIVE CITY: ASHBURN STATE: VA ZIP: 20147 BUSINESS PHONE: 703-726-7133 MAIL ADDRESS: STREET 1: 21300 REDSKIN PARK DRIVE CITY: ASHBURN STATE: VA ZIP: 20147 SC 13D/A 1 rz720660_13d-a.txt AMENDMENT 9 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Amendment No. 9 Six Flags, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.025 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 83001P109 -------------------------------------------------------------- (CUSIP Number) Dennis J. Block, Esq. Cadwalader, Wickersham & Taft LLP One World Financial Center New York, NY 10281 (212) 504-5555 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 22, 2005 -------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box |_|. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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 disclosures provided in a prior cover page. The information required on 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). - ---------------------------- ------------------------- CUSIP NO. 83001P109 SCHEDULE 13D PAGE 2 - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Red Zone LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-1475706 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 10,921,300 shares of Common Stock EACH REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 shares of Common Stock -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,921,300 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 10,921,300 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) OO - -------------------------------------------------------------------------------- - ---------------------------- ------------------------- CUSIP NO. 83001P109 SCHEDULE 13D PAGE 3 - ---------------------------- ------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Daniel M. Snyder I.R.S. IDENTIFICATION NO. OF ABOVE PERSON N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)|_| (b)|X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 shares of Common Stock NUMBER OF SHARES -------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 10,921,300 shares of Common Stock EACH REPORTING -------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 shares of Common Stock -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 10,921,300 shares of Common Stock - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 10,921,300 shares of Common Stock - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- INTRODUCTION This Amendment No. 9 (this "Amendment") relates to the Schedule 13D filed on behalf of Red Zone LLC, a Delaware limited liability company ("Red Zone"), and Daniel M. Snyder, an individual ("Mr. Snyder") (collectively, the "Reporting Persons") with the Securities and Exchange Commission on August 30, 2004, as amended by Amendment No. 1 filed on September 2, 2004, Amendment No. 2 filed on January 14, 2005, Amendment No. 3 filed on April 22, 2005, Amendment No. 4 filed on August 10, 2005, Amendment No. 5 filed on August 18, 2005, Amendment No. 6 filed on September 16, 2005, Amendment No. 7 filed on October 5, 2005 and Amendment No. 8 filed on October 20, 2005 (the "Schedule 13D"), relating to shares of common stock, par value $.025 per share ("Common Stock"), of Six Flags, Inc. (the "Company"). Items 4 and 7 of the Schedule 13D are amended and supplemented as follows: Item 4. Purpose of Transaction. On November 22, 2005, Red Zone, through its agent, Innisfree M&A Incorporated, hand-delivered to the offices of the Company's registered agent in Delaware, written consents from the holders of in excess of 57% of the Company's outstanding common stock as of October 24, 2005, the record date for the consent solicitation. The consents approve Red Zone's proposals to: (1) remove without cause Kieran Burke, James Dannhauser and Stanley Shuman from the Board and any other person or persons (other than the persons elected pursuant to the proposed action by written consent) elected or appointed to the Board of the Company prior to the effective date of Red Zone's proposals to fill any newly created directorship or vacancy on the Board; (2) elect Mark Shapiro, Daniel M. Snyder and Dwight Schar (the "Nominees") to fill the vacancies resulting from Proposal 1 to serve as members of the Board of the Company; (3) amend Section 4.1 of the Company's Bylaws to fix the number of directors permitted to serve on the Six Flags Board at seven; (4) amend Section 26.1 of the Company's Bylaws to require the unanimous vote of all directors in order for the Board to amend Section 4.1 of the Bylaws, which fixes the number of directors constituting the Board; (5) amend Section 4.4 of the Company's Bylaws to provide that vacancies on the Six Flags Board created as a result of the removal of directors by Six Flags' stockholders may be filled only by a majority vote of Six Flags' stockholders; and (6) repeal each provision of the Company's Bylaws or amendments of the Bylaws that are adopted after September 13, 2004 (the last date of reported changes) and before the effectiveness of the foregoing Proposals and the seating of the Nominees on the Board. A copy of the press release announcing the success of Red Zone's consent solicitation is attached hereto as Exhibit 12. In addition, on November 22, 2005, Red Zone filed an application in Delaware Chancery Court seeking a summary finding that Messrs. Snyder, Shapiro and Schar are to be seated on the Board immediately and that Messrs. Burke, Dannhauser and Shuman have been removed from the Board. Red Zone also asked the Delaware court to protect stockholders' interests by requiring the Board to continue to manage the Company's business and affairs in the ordinary course of business pending the court's confirmation of the stockholder vote. Consistent with Red Zone's pledge to stockholders, any order sought would permit the board to continue its ongoing sales process and would only restrict the board from approving a transaction that is for less than the entire company or provides for payment of a break-up fee if stockholders do not approve the transaction or in which any member of the current board or management would have an interest that is not consistent with the interests of all stockholders. Red Zone also sent a letter to the Board, dated November 22, 2005. A copy of the letter is attached hereto as Exhibit 13. In addition to the consent solicitation and the Offer (as described in Red Zone's consent solicitation statement), the Reporting Persons may pursue other alternatives available in order to maximize the value of their investment in the Company. Such alternatives could include, without limitation, (i) the purchase of additional Common Stock in the open market, in privately negotiated transactions or otherwise and (ii) the sale of all or a portion of the Common Stock now owned or hereafter acquired by them. The Reporting Persons intend to contact and consult with other stockholders of the Company and third parties concerning the Company, its prospects and any or all of the foregoing matters. The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem appropriate to maximize the value of their investment in the Company in light of their general investment policies, market conditions, subsequent developments affecting the Company and the general business and future prospects of the Company. THIS AMENDMENT IS NOT A TENDER OFFER NOR AN OFFER WITH RESPECT THERETO. AN OFFER, IF COMMENCED, WILL BE MADE ONLY BY MEANS OF AN OFFER TO PURCHASE AND RELATED LETTER OF TRANSMITTAL. STOCKHOLDERS ARE URGED TO READ RED ZONE'S TENDER OFFER MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. STOCKHOLDERS WILL BE ABLE TO OBTAIN COPIES OF RED ZONE'S TENDER OFFER MATERIALS FREE OF CHARGE FROM THE SEC'S WEBSITE. Item 7. Material to be Filed as Exhibits. EXHIBIT 12 Press Release, dated November 22, 2005. -2- EXHIBIT 13 Letter to the Board of Directors of Six Flags, Inc., dated November 22, 2005. -3- 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. Dated: November 22, 2005 RED ZONE LLC By:/s/ Daniel M. Snyder ------------------------------------------ Name: Daniel M. Snyder Title: Managing Member By:/s/ Daniel M. Snyder ------------------------------------------ Daniel M. Snyder EX-12 2 rz720660_ex12.txt PRESS RELEASE EXHIBIT 12 Red Zone's Consent Solicitation is Successful Stockholders Representing in Excess of 57% of Six Flags' Shares Outstanding Support Red Zone's Proposals ASHBURN, Va.-- Nov. 22, 2005--Red Zone LLC announced today that it has received and delivered to the registered agent of Six Flags, Inc. (NYSE:PKS - News) written consents representing more than 57% of Six Flags' outstanding common stock. Following certification of the consents, Kieran Burke (CEO), James Dannhauser (CFO) and Stanley Shuman will be removed as directors and Daniel M. Snyder, Mark Shapiro and Dwight Schar will be appointed to the board. "I want to thank Six Flags' stockholders for their confidence in Red Zone and my fellow nominees," Mr. Snyder said. "With the holders of more than 57% of the outstanding common stock consenting to our proposals, stockholders have sent a clear message that it is time for change at Six Flags." Mr. Shapiro added, "We look forward to working hard and bringing new life to Six Flags while increasing shareholder value." Although Red Zone has delivered sufficient consents for its proposals to be adopted, shareholders may continue to submit their WHITE consent cards until the consent solicitation period expires on or about December 24, 2005. Red Zone LLC is a Virginia-based private investment group. Daniel M. Snyder, owner of the Washington Redskins NFL franchise, is managing member of the organization. Contact: Red Zone LLC Karl Swanson, 703-726-7135 swansonk@redskins.com EX-13 3 rz720660_ex13.txt EXHIBIT 13 RED ZONE LLC 21300 Redskin Park Drive o Ashburn, VA 20147 November 22, 2005 BY FACSIMILE Board of Directors c/o Corporate Secretary Six Flags, Inc. 122 East 42nd Street New York, NY 10168 Board of Directors c/o Corporate Secretary Six Flags, Inc. 11501 Northeast Expressway Oklahoma City, Oklahoma 73131 Dear Members of the Six Flags' Board: Please be advised that Red Zone LLC, through its agent, Innisfree M&A Incorporated, hand-delivered today at approximately 2:30 p.m. (EST) to the offices of the registered agent of Six Flags, Inc. (the "Company") in Delaware written consents from the holders of in excess of 57% of the Company's outstanding common stock as of October 24, 2005, the record date for the consent solicitation. The consents approve Red Zone's proposals to remove Kieran Burke, James Dannhauser and Stanley Shuman from the Company's Board of Directors, elect Daniel M. Snyder, Mark Shapiro and Dwight Schar as directors and amend certain of the Company's by-laws. Pursuant to Section 3.13(b) of the Company's Amended and Restated By-Laws, the Company is required to engage independent inspectors of election for the purpose of performing promptly a ministerial review of the validity of the consents. We expect such review to be completed on an expedited basis. In light of the clear stockholder mandate in support of Red Zone's directors and its proposals, we expect that the Board of Directors will not take any actions that are outside of the Company's ordinary course of business. We acknowledge that the Board is conducting an ongoing sales process for the Company and, consistent with our pledge to stockholders, we would expect the Board to continue that process. However, we expect that, other than at a meeting of the Board of Directors at which Messrs. Snyder, Shapiro and Schar are present, the Board will not approve a transaction that is for less than the entire Company, provides for payment of a break-up fee if stockholders do not approve the transaction or in which any member of the current board or management would have an interest that is not consistent with the interests of all stockholders. If the Board or management takes any action that is detrimental to the Company or impermissibly frustrates the stockholder franchise, we will take all actions necessary to hold each director and executive officer accountable and personally liable. Sincerely, RED ZONE LLC By: /s/ Daniel M. Snyder -------------------- Name: Daniel M. Snyder Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----