-----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, CCXwwonZErgke6R9TYbUXwbJiv2yMcONn3ZXu8toaHqHi5Vox7DS0bhrh+w0Brto 21+bS3bBXtxpg8T6JU8Sdw== 0000914121-05-002267.txt : 20051201 0000914121-05-002267.hdr.sgml : 20051201 20051201145135 ACCESSION NUMBER: 0000914121-05-002267 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051201 DATE AS OF CHANGE: 20051201 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: 051237379 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 rz721214_sc13da10.txt AMENDMENT 10 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. 10 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 30, 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 EACH 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 EACH 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. 10 (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, Amendment No. 8 filed on October 20, 2005 and Amendment No. 9 filed on November 22, 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 29, 2005, the Company announced that the results of Red Zone's consent solicitation were certified by IVS Associates, Inc., the independent inspectors of election, and that all of the proposals that were the subject of the consent solicitation were adopted. As a result, Daniel Snyder, Mark Shapiro and Dwight Schar have become directors of the Company, replacing Messrs. Burke, Dannhauser and Shuman, and Red Zone's other proposals, including the amendments to the Company's By-laws, were also adopted. A copy of Red Zone' press release announcing the certification is attached hereto as Exhibit 14. At a special meeting of the Board held on November 30, 2005, the Board unanimously appointed Mr. Snyder as non-executive Chairman of the Board. A copy of the Company's press release announcing the appointment is attached hereto as Exhibit 15. In addition to 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 14: Red Zone LLC Press Release, dated November 29, 2005. EXHIBIT 15: Six Flags, Inc. Press Release, dated December 1, 2005. -2- 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: December 1, 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-14 2 rz721214_ex14.txt RED ZONE PRESS RELEASE EXHIBIT 14 Red Zone's Vote Certified ASHBURN, Va.--Nov. 29, 2005--An independent inspector of elections today certified more than 57 percent of Six Flags, Inc. shareholders have voted to remove CEO Kieran Burke, CFO James Dannhauser and inside director Stanley Schuman from the company's Board of Directors, replacing them with Daniel M. Snyder, Mark Shapiro and Dwight Schar, effective immediately. "The shareholders have spoken -- and we would like to thank all of them for this vote of confidence," Mr. Snyder said. The consent solicitation launched by Mr. Snyder's Red Zone LLC urged the Board to appoint Mr. Shapiro as Chief Executive Officer and Mr. Snyder as Chairman of the Board. The shares voted were verified by IVS Associates, Inc., a leading independent inspector of corporate elections chosen by Six Flags. IVS determined more than 57 percent of the outstanding shares of the company had been appropriately voted for removal of the three Six Flags' board members and the new addition of Mr. Snyder, Mr. Shapiro and Mr. Schar. 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-15 3 rz721214_ex15.txt SIX FLAGS PRESS RELEASE EXHIBIT 15 Six Flags Makes Announcement NEW YORK--Dec. 1, 2005--Six Flags, Inc. (NYSE:PKS) announced today that its Board of Directors has unanimously appointed Mr. Daniel M. Snyder as non-executive Chairman of the Board of Directors. Mr. Michael Gellert will continue to serve as Lead Independent Director. The Company further announced that it is continuing its previously announced sale process, which contemplates the submission of final bids before mid-month. Mr. Snyder stated: "All directors are committed to continuing the sale process." Mark Shapiro, recently elected to the Board, also threw his support behind the sale process continuing unfettered, "It will all play out one step at a time." Six Flags, Inc. is the world's largest regional theme park company. Forward Looking Statements: The information contained in this news release, other than historical information, consists of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. These risks and uncertainties include, among others, the costs of reviewing and responding to the unsolicited offer and consent solicitation, and other impacts of the proposed offer on Six Flags' operations. Although Six Flags believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors, including factors impacting attendance, such as local conditions, events, disturbances and terrorist activities, risks of accidents occurring at Six Flags' parks, adverse weather conditions, general economic conditions (including consumer spending patterns), competition, pending, threatened or future legal proceedings and other factors could cause actual results to differ materially from Six Flags' expectations. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained under the captions "Cautionary Note Regarding Forward-Looking Statements" and "Business - Risk Factors" in Six Flags' Annual Report on Form 10-K for the year ended December 31, 2004, which is available free of charge on Six Flags' website at www.sixflags.com Contact: Weil Gotshal & Manges LLP Raymond O. Gietz, 212-310-8702 -----END PRIVACY-ENHANCED MESSAGE-----