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) December 2, 2008
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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.)
1540 Broadway; 15th Floor
New York, New York 10036
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(Address of Principal Executive Offices) (Zip Code)
(212) 652-9403
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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)
|_| 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 1.01. Entry into a Material Definitive Agreement.
On December 2, 2008, the Board of Directors of Six Flags, Inc. (the "Company")
declared a dividend distribution of one Preferred Stock Purchase Right for each
outstanding share of Common Stock, par value $.025 per share (the "Common
Stock"), of the Company. The distribution is payable as of December 17, 2008 to
stockholders of record as of the close of business on December 17, 2008. Each
Right entitles the registered holder to purchase from the Company one
one-thousandth (1/1000) of a share of preferred stock of the Company, designated
as Series A Junior Preferred Stock (the "Preferred Stock") at a price of $1.25
per one one-thousandth (1/1000) of a share ("Exercise Price"). The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and The Bank of New York Mellon, as Rights Agent
(the "Rights Agent").
As discussed below, initially the Rights will not be exercisable, Right
Certificates (as defined below) will not be sent to stockholders and the Rights
will automatically trade with the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors, become
exercisable upon the close of business on the day (the "Distribution Date")
which is the earlier of (i) the tenth day following a public announcement that a
person or group of affiliated or associated persons, with certain exceptions set
forth below, has acquired beneficial ownership of 15% or more of the outstanding
voting stock of the Company (an "Acquiring Person") and (ii) the tenth business
day (or such later date as may be determined by the Board of Directors prior to
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person) after the date of the commencement or announcement of a
person's or group's intention to commence a tender or exchange offer the
consummation of which would result in the ownership of 15% or more of the
Company's outstanding voting stock (even if no shares are actually purchased
pursuant to such offer); prior thereto, the Rights would not be exercisable,
would not be represented by a separate certificate, and would not be
transferable apart from the Company's Common Stock, but will instead be
evidenced, with respect to any of the Common Stock certificates outstanding as
of December 17 2008, by such Common Stock certificate with a copy of this
Summary of Rights attached thereto. An Acquiring Person does not include (A) the
Company, (B) any subsidiary of the Company, (C) any employee benefit plan or
employee stock plan of the Company or of any subsidiary of the Company, or any
trust or other entity organized, appointed, established or holding Common Stock
for or pursuant to the terms of any such plan or (D) any person or group whose
ownership of 15% or more of the shares of voting stock of the Company then
outstanding results solely from (i) any action or transaction or transactions
approved by the Board of Directors before such person or group became an
Acquiring Person or (ii) a reduction in the number of issued and outstanding
shares of voting stock of the Company pursuant to a transaction or transactions
approved by the Board of Directors (provided that any person or group that does
not become an Acquiring Person by reason of clause (i) or (ii) above shall
become an Acquiring Person upon acquisition of an additional 1% of the Company's
voting stock unless such acquisition of additional voting stock will not result
in such person or group becoming an Acquiring Person by reason of such clause
(i) or (ii)).
Until the Distribution Date (or earlier redemption or expiration of the Rights),
new Common Stock certificates issued after December 17, 2008 will contain a
legend incorporating the Rights Agreement by reference. Until the Distribution
Date (or earlier redemption or expiration of the Rights), the surrender for
transfer of any of the Common Stock certificates outstanding as of December 17,
2008, with or without a copy of this Summary of Rights attached thereto, will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and such separate certificates alone
will evidence the Rights from and after the Distribution Date.
The Rights are not exercisable until the Distribution Date. The Rights will
expire at the close of business on December 2, 2018, unless earlier redeemed by
the Company as described below.
The number of shares of Preferred Stock issuable upon exercise of the Rights is
subject to certain adjustments from time to time in the event of a stock
dividend on, or a subdivision or combination of, the Common Stock. The Exercise
Price for the Rights is subject to adjustment in the event of extraordinary
distributions of cash or other property to holders of Common Stock.
The Preferred Stock is non-redeemable and, unless otherwise provided in
connection with the creation of a subsequent series of preferred stock,
subordinate to any other series of the Company's preferred stock. The Preferred
Stock may not be issued except upon exercise of Rights. Each share of Preferred
Stock will be entitled to receive when, as and if declared, a quarterly dividend
in an amount equal to the greater of $1.00 per share and 1000 times the cash
dividends declared on the Company's Common Stock. In addition, the Preferred
Stock is entitled to 1000 times any non-cash dividends (other than dividends
payable in equity securities) declared on the Common Stock, in like kind. In the
event of liquidation, the holders of Preferred Stock will be entitled to receive
for each share, a liquidation payment in an amount equal to the greater of
$1,250 or 1000 times the payment made per share of Common Stock. Each share of
Preferred Stock will have 1000 votes, voting together with the Common Stock. In
the event of any merger, consolidation or other transaction in which Common
Stock is exchanged, each share of Preferred Stock will be entitled to receive
1000 times the amount received per share of Common Stock. The rights of
Preferred Stock as to dividends, liquidation and voting are protected by
anti-dilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and voting
rights, the value of the one one-thousandth interest in a share of Preferred
Stock purchasable upon exercise of each Right should approximate the value of
one share of Common Stock.
In the event that any person or group of affiliated or associated persons
becomes an Acquiring Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereupon become void),
will thereafter have the right to receive upon exercise of a Right and payment
of the Purchase Price, that number of shares of Common Stock having a market
value of two times the Exercise Price.
In the event that, after a person or group has become an Acquiring Person, the
Company is acquired in a merger or other business combination transaction or 50%
or more of its consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right (other than Rights beneficially
owned by an Acquiring Person which will have become void) will thereafter have
the right to receive, upon the exercise thereof at the then-current exercise
price of the Right, that number of shares of common stock of the person with
whom the Company has engaged in the foregoing transaction (or its parent), which
number of shares at the time of such transaction will have a market value of two
times the Exercise Price.
At any time after any person or group becomes an Acquiring Person and prior to
the acquisition by such person or group of 50% or more of the outstanding shares
of Common Stock or the occurrence of an event described in the prior paragraph,
the Board of Directors of the Company may exchange the Rights (other than Rights
owned by such person or group which will have become void), in whole or in part,
at an exchange ratio of one share of Common Stock, or a fractional share of
Preferred Stock (or of a share of a similar class or series of the Company's
preferred stock having similar rights, preferences and privileges) of equivalent
value, per Right (subject to adjustment).
With certain exceptions, no adjustment in the Exercise Price will be required
until cumulative adjustments require an adjustment of at least 1% in such
Exercise Price. No fractional shares of Preferred Stock will be issued (other
than fractions which are integral multiples of one one-thousandth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last trading day prior
to the date of exercise.
The Company may redeem the then outstanding Rights in whole, but not in part, at
any time prior to the close of business on the earlier of (i) the time a person
has become an Acquiring Person or (ii) the Final Expiration Date, at a price of
$.01 per Right ("Redemption Price"). Immediately upon the effective time of the
action of the Board of Directors of the Company authorizing redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of the Rights will be to receive the Redemption Price.
At least once every three years a committee of independent directors will
evaluate the Rights Agreement in order to consider whether the maintenance of
the Rights Agreement continues to be in the interests of the Company and its
stockholders.
For as long as the Rights are then redeemable, the Company may, except with
respect to the redemption price or date of expiration of the Rights, amend the
Rights in any manner, including an amendment to extend the time period in which
the Rights may be redeemed. At any time when the Rights are not then redeemable,
the Company may amend the Rights in any manner that does not materially
adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no rights as a
stockholder of the Company, including, without limitation, the right to vote or
to receive dividends.
The Rights have certain anti-takeover effects. The Rights will cause substantial
dilution to a person or group who attempts to acquire the Company on terms not
approved by the Company's Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the Board since they
may be redeemed by the Company at $.01 per Right at any time until a person or
group has obtained beneficial ownership of 15% or more of the voting stock.
A copy of the Rights Agreement is attached hereto as Exhibit 4.1 and
incorporated herein by reference. The foregoing summary description of the
Rights Agreement is qualified in its entirety by reference to the Rights
Agreement filed as Exhibit 4.1.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 hereof is incorporated by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 5, 2008, the Company filed a Second Amended and Restated Certificate
of Designations, Preferences and Rights for its Series A Junior Preferred Stock
with the Secretary of State of the State of Delaware. See the description set
forth under Item 1.01 hereof for a more complete description of the rights and
preferences of the Series A Junior Preferred Stock. A copy of the Second Amended
and Restated Certificate of Designations, Preferences and Rights of Series A
Junior Preferred Stock is attached hereto as Exhibit 3.1 and incorporated herein
by reference.
Item 8.01. Other Events.
On December 3, 2008, the Company issued a press release announcing the
declaration of the Rights and the adoption of the Rights Agreement. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Second Amended and Restated Certificate of Designations,
Preferences and Rights of Series A Junior Preferred Stock.
4.1 Rights Agreement, dated as of December 2, 2008, between Six
Flags, Inc. and The Bank of New York Mellon, as Rights Agent
(which includes as Exhibit B thereto the Form of Right
Certificate).
99.1 Press release, dated December 3, 2008, issued by Six Flags,
Inc.
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 M. Coughlin
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Name: James M. Coughlin
Title: General Counsel
Date: December 8, 2008
EXHIBIT INDEX
Paper (P) or
Exhibit No. Description Electronic (E)
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3.1 Second Amended and Restated Certificate of E
Designations, Preferences and Rights of Series A
Junior Preferred Stock.
4.1 Rights Agreement, dated as of December 2, 2008, E
between Six Flags, Inc. and The Bank of New York
Mellon, as Rights Agent (which includes as
Exhibit B thereto the Form of Right Certificate).
99.1 Press release, dated December 3, 2008, issued by E
Six Flags, Inc.