0001172661-13-000587.txt : 20130214 0001172661-13-000587.hdr.sgml : 20130214 20130214161140 ACCESSION NUMBER: 0001172661-13-000587 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Six Flags Entertainment Corp CENTRAL INDEX KEY: 0000701374 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 133995059 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33593 FILM NUMBER: 13613865 BUSINESS ADDRESS: STREET 1: 924 AVENUE J EAST CITY: GRAND PRAIRIE STATE: TX ZIP: 75050 BUSINESS PHONE: 972 595-5000 MAIL ADDRESS: STREET 1: 924 AVENUE J EAST CITY: GRAND PRAIRIE STATE: TX ZIP: 75050 FORMER COMPANY: FORMER CONFORMED NAME: SIX FLAGS, INC. DATE OF NAME CHANGE: 20070322 FORMER COMPANY: FORMER CONFORMED NAME: SIX FLAGS INC DATE OF NAME CHANGE: 20000714 FORMER COMPANY: FORMER CONFORMED NAME: TIERCO GROUP INC/DE/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BHR Capital LLC CENTRAL INDEX KEY: 0001491617 IRS NUMBER: 271297719 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 545 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.378.0830 MAIL ADDRESS: STREET 1: 545 MADISON AVENUE STREET 2: 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: BHR Capital, LLC DATE OF NAME CHANGE: 20100510 SC 13G/A 1 SIX123112a3.htm SCHEDULE 13G HOLDINGS REPORT AMENDMENT



 

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2

 (Amendment No. 3)

 

Six Flags Entertainment Corporation

(Name of Issuer)

 

Common Stock, par value $0.025 per share
(Title of Class of Securities)

 

83001A102

(CUSIP Number)

 

 

December 31, 2012
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

 

*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 in 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. 83001A102
 SCHEDULE 13G/A
Page 2 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
BHR Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
3,447,692
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
3,447,692
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,447,692
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.46%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IA

 

 
 
CUSIP No. 83001A102
 SCHEDULE 13G/A
Page 3 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
BHR Master Fund, Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
2,344,692
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
2,344,692
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,344,692
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
4.40%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IV

 

 
 

 

CUSIP No. 83001A102
 SCHEDULE 13G/A
Page 4 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 
 
Michael N. Thompson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
22,692
6
SHARED VOTING POWER
 
3,425,000
7
SOLE DISPOSITIVE POWER
 
22,692
8
SHARED DISPOSITIVE POWER
 
3,425,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,447,692
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
6.46%
12
TYPE OF REPORTING PERSON (See Instructions)
 
IN

 

 
 

 

CUSIP No.  83001A102
 SCHEDULE 13G/A
Page 5 of 9 Pages

 

Item 1.(a) Name of Issuer

Six Flags Entertainment Corporation

(b) Address of Issuer’s Principal Executive Offices

924 Avenue J East

Grand Prairie, Texas 75050

Item 2.(a) Name of Person Filing

BHR Capital LLC (“BHR”); BHR Master Fund, Ltd. (the “Fund”); Michael N. Thompson (“Mr. Thompson” and together with the other reporting persons, the “Reporting Persons”)

(b) Address of Principal Business Office, or, if none, Residence

545 Madison Avenue, 10th Floor

New York, NY, 10022

(c) Citizenship

BHR: Delaware; The Fund: Cayman Islands; Mr. Thompson: United States of America

 (d) Title of Class of Securities

Common Stock, par value $0.025 per share (the “Common Stock”)

 (e) CUSIP No.:

83001A102

 
 

 

CUSIP No.  83001A102
 SCHEDULE 13G/A
Page 6 of 9 Pages

 

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

 

CUSIP No. 83001A102
 SCHEDULE 13G/A
Page 7 of 9 Pages

 

 

Item 4. Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

BHR, the Fund and Mr. Thompson: 3,447,692 shares of Common Stock, of which 2,344,692 shares are held by the Fund, 1,080,308 shares are held by certain other funds managed by BHR, and 22,692 shares are held individually by Mr. Thompson. BHR shares voting and dispositive power over the Shares held by the funds that it manages, including the Fund. Mr. Thompson, as principal of BHR, has voting and dispositive power over the shares of Common Stock reported by BHR and the Fund, and Mr. Thompson also holds sole voting and dispositive power with respect to the shares of Common Stock held by him. The shares of Common Stock reported on this Schedule 13G/A represent 6.46% of the approximate total 53,329,366 shares of Common Stock outstanding as reported by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2012.

(I) BHR

 

(a) Amount beneficially owned: 3,447,692

(b) Percent of class: 6.46%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 3,447,692

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of:3,447,692

 

(II) The Fund

 

(a) Amount beneficially owned: 2,344,692

(b) Percent of class: 4.40%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 2,344,692

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 2,344,692

 

(III) Mr. Thompson

 

(a) Amount beneficially owned: 3,447,692

(b) Percent of class: 6.46%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 22,692

(ii) Shared power to vote or to direct the vote: 3,425,000

(iii) Sole power to dispose or to direct the disposition of: 22,692

(iv) Shared power to dispose or to direct the disposition of: 3,425,000

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

 

Not Applicable

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not Applicable

Item 8. Identification and Classification of Members of the Group

 

Not Applicable

Item 9. Notice of Dissolution of Group

 

Not Applicable

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 

 

CUSIP No. 83001A102
 SCHEDULE 13G/A
Page 8 of 9 Pages

 

 

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: February 14, 2013

  BHR Capital LLC
       
  By: William Brown
    Name:  William Brown
    Title:  Partner & President
       
  BHR Master Fund, Ltd.

       
  By: William Brown
    Name:  William Brown
    Title:  Partner & President
 
  By: Michael N. Thompson

    Name:  Michael N. Thompson
 
 

 

CUSIP No. 83001A102
 SCHEDULE 13G/A
Page 9 of 9 Pages

 

 

JOINT FILING AGREEMENT

 

BHR Capital LLC, BHR Master Fund, Ltd., and Michael N. Thompson, in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, hereby agree that the statement on Schedule 13G to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such company, that each such company is responsible for the timely filing of the Schedule 13G and any amendments thereto and for the completeness and accuracy of the information concerning such company contained therein.

 

Dated: February 14, 2013

 

 

BHR Capital LLC
       
  By: William Brown
    Name:  William Brown
    Title:  Partner & President
       
  BHR Master Fund, Ltd.

       
  By: William Brown
    Name:  William Brown
    Title:  Partner & President
 
  By: Michael N. Thompson

    Name:  Michael N. Thompson