UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) August 24, 2005
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Six Flags, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-13703 13-3995059
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(Commission File Number) (IRS Employer Identification No.)
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
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(Address of Principal Executive Offices) (Zip Code)
(405) 475-2500
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.03 Material Modification of Rights of Security Holders.
On August 17, 2005, Red Zone LLC ("Red Zone") publicly filed with the
Securities and Exchange Commission a preliminary consent solicitation statement
in which it announced its intention to: (i) solicit consents (the "Red Zone
Solicitation") to (A) remove Kieran Burke, James Dannhauser and Stanley Shuman
from the Board of Directors of Six Flags, Inc. (the "Company") and replace them
with Daniel M. Snyder, Mark Shapiro and Dwight Schar and (B) amend the Company's
Bylaws in the manner described in the preliminary consent solicitation statement
to facilitate the change in Board composition; and (ii) commence a tender offer
(the "Red Zone Offer") to purchase up to 34.9% of the Company's outstanding
common stock (the calculation of such percentage to include any shares owned by
Red Zone at the time shares are accepted for purchase pursuant to such offer),
subject to conditions described in the preliminary consent solicitation
statement.
On August 24, 2005, the Board of Directors of the Company, as permitted
by the Second Amended and Restated Rights Agreement, by and between the Company
and The Bank of New York, as rights agent, dated as of September 14, 2004 (the
"Rights Agreement"), determined that the Distribution Date (as defined in the
Rights Agreement) shall not occur by reason of the Red Zone Offer (including,
without limitation, any announcement of an intention to commence such an offer
and any subsequent commencement thereof) until such date as may be determined by
action of the Board of Directors prior to the time any Person (as defined in the
Rights Agreement) becomes an Acquiring Person (as defined in the Rights
Agreement) (or, if earlier, the day immediately prior to the date on which an
Acquiring Person becomes such).
Item 8.01 Other Events.
On August 25, 2005, the Company issued a press release announcing that
the Company's Board of Directors had unanimously determined to seek proposals
from third parties regarding a possible sale of the Company. The Company also
announced that the Board of Directors unanimously determined to oppose the Red
Zone Solicitation and Red Zone Offer, if and when they are commenced.
A copy of the press release, dated August 25, 2005, is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99.1 Press Release of Six Flags, Inc., dated August 25, 2005.
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SIGNATURES
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 hereunto duly authorized.
SIX FLAGS, INC.
By: /s/ James F. Dannhauser
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Name: James F. Dannhauser
Title: Chief Financial Officer
Date: August 25, 2005
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Six Flags, Inc., dated August 25, 2005.
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