Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Amendment to General Statement of Beneficial 7 30K
Ownership
2: EX-7 Letter re: Non-Reliance upon a Previously Issued 1 8K
Audit Report or Completed Interim Review
3: EX-9 Voting Trust Agreement 5 20K
4: EX-10 Material Contract 2± 9K
EX-9 — Voting Trust Agreement
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EXHIBIT 9
RED ZONE LLC
2300 Redskin Park Drive
Ashburn, VA 20147
September 28, 2005
VIA FEDERAL EXPRESS AND FACSIMILE
---------------------------------
Six Flags, Inc.
11501 Northeast Expressway
Oklahoma City, Oklahoma 73131
Attention: Kieran Burke
Chairman of the Board and Chief Executive Officer
Re: Demand for Stockholder List
Dear Mr. Burke:
As you know, Red Zone LLC ("Red Zone") (i) intends to commence a consent
solicitation, as more specifically described in the revised preliminary consent
solicitation statement filed with the Securities and Exchange Commission on
September 16, 2005 (the "Consent Solicitation"), and (ii) if the Consent
Solicitation is successful, intends to commence a tender offer (the "Offer") to
the holders of common stock, par value $.025 per share (the "Shares"), of Six
Flags, Inc. (the "Company") for up to 34.9% of the Company's outstanding Shares
(the calculation of such percentage to include any Shares we own at the time we
accept Shares for purchase pursuant to the Offer) at a price of $6.50 per share
if, at any time during the ninety days following the date our Nominees (as
defined in the preliminary consent solicitation statement mentioned above) are
seated on the Six Flags Board, the Company's stock closes at a price at or lower
than $6.50 per share for five consecutive trading days.
The purpose of this letter is to request a copy of the list of
stockholders of the Company and certain other information to facilitate the
distribution of the Consent Solicitation and Offer materials to the Company's
stockholders as soon as the materials are available and to provide the Company's
stockholders with information relevant to the Consent Solicitation and the Offer
(if commenced). Although we anticipate that the Company will cooperate in this
regard, our counsel has advised us to send this formal request for the
stockholder list under Delaware law.
Pursuant to Section 220 of the Delaware General Corporation Law and the
common law of the State of Delaware, as a record holder of Shares, Red Zone
hereby demands
the right during the usual hours of business to inspect and copy the following
records and documents (the "Stocklist Materials"):
(a) A complete record or list of the holders of the Company's
outstanding Shares, certified by the Company or its transfer agent
and registrar, showing the names and addresses of each holder of the
Company's Shares and the number of Shares registered in the name of
each such holder, as of the most recent date available at the time
of inspection.
(b) A magnetic computer tape or diskette list or other electronic file
of the holders of the Company's outstanding Shares as of the most
recent date available at the time of inspection, showing the names,
addresses and number of Shares held by each such holders, together
with such computer processing data and instructions as are necessary
for Red Zone to make use of such magnetic computer tape or diskette
or electronic file, and a separate printout of such magnetic
computer tape or diskette or electronic file for verification
purposes, if different from the list in (a).
(c) All daily transfer sheets showing changes in the names, addresses
and number of Shares of the holders of the Company's outstanding
Shares which are in or come into the possession or control of the
Company or its transfer agent or registrar, or which can reasonably
be obtained from brokers, dealers, banks, clearing agencies or
voting trustees or their nominees, from the date of the stockholder
list referred to in (a) above through the date of the termination of
the Offer (including any extensions or subsequent offering periods)
referred to below.
(d) All information in or which comes into the Company's possession or
control, or which can reasonably be obtained from brokers, dealers,
banks, clearing agencies or voting trustees or their nominees
concerning the names, addresses and number of Shares held by the
participating brokers and banks named in the individual nominee
names of Cede & Co. and other similar nominees, including respondent
bank listings and, to the extent available, Cede & Co. depository
listings on a daily basis commencing immediately and until the date
of the termination of the Offer (including any extensions or
subsequent offering periods).
-2-
(e) A list or lists containing the name, address and number of Shares
attributable to any participant in any Company employee stock
ownership plan, stock ownership dividend reinvestment plan, or
comparable plan of the Company in which voting decisions or
decisions concerning tenders of Shares with respect to the Shares
held by such plan are made, directly or indirectly, individually or
collectively, by the participants in the plan, and a magnetic tape
or diskette or other electronic file for such list with the same
information as in (b) above. Please provide such information
concerning the procedures by which such plan participants are
provided with Offer and Consent Solicitation materials and the
process by which they would participate in the Offer and Consent
Solicitation, including any administrative contacts at such plans
with whom we should coordinate the delivery of materials concerning
the offer and process by which to vote or tender Shares.
(f) Any and all of the information requested in paragraphs (a) through
(g) as of the record date established for purposes of the Consent
Solicitation, including any omnibus proxies or consents or
respondent bank omnibus proxies or consents which information shall
be compiled and made available not more than one business day after
the record date.
(g) All information in or which comes into the Company's possession or
control, or which can reasonably be obtained from brokers, dealers,
banks, clearing agencies or voting trustees relating to the names of
the non-objecting beneficial owners ("NOBO's") of Shares and a NOBO
list and tape or diskette or other electronic file in descending
order balance (such information is readily available to the Company
under Rule 14b-1(b) of the Securities Exchange Act of 1934 from ADP
Proxy Services).
(h) A stop list or stop lists relating to any Shares and any changes,
corrections, additions or deletions from the date of the list
referred to in paragraph (a) above through the date of the
termination of the Offer (including any extensions or subsequent
offering periods).
(i) To the extent not already referred to above, any computer tape,
diskette or other electronic medium suitable for use by computer or
word processor which contains any or all of the information
encompassed in this letter, together with any program, software,
manual or other instructions necessary for the practical use of such
information.
Red Zone further requests that modifications, additions or deletions to
any and all of the Stocklist Material referred to in paragraphs (a) through (i)
above be immediately furnished to Red Zone as such modifications, additions or
deletions become available to the Company or its agent or representatives
through the date of the termination of the Offer (including any extensions or
subsequent offering periods).
Red Zone will bear the reasonable costs incurred by the Company (including
those of its transfer agent) in connection with the production of the above
information.
The purpose of this demand is to enable Red Zone to communicate with its
fellow stockholders on matters relating to their mutual interests as
stockholders, including, but not limited to, communicating with the stockholders
of the Company with respect to Red Zone's Offer (if commenced) and Consent
Solicitation and assist in their evaluation of the Offer (if commenced) and
Consent Solicitation.
Red Zone hereby designates and authorizes Morris, Nichols, Arsht & Tunnell
and Innisfree M&A Incorporated and their respective partners, officers and
employees, and any other persons to be designated by Red Zone, acting together,
singly or in combination, to conduct, as its agents, the inspection and copying
herein requested.
Please advise counsel for Red Zone, David J. Teklits (telephone:
302-658-9200) of Morris, Nichols, Arsht & Tunnell, Morris, Nichols, Arsht &
Tunnell, Chase Manhattan Centre, 18th Floor, 1201 North Market Street,
Wilmington, Delaware 19899, when and where the items demanded above will be made
available to Red Zone and its designated agents.
-3-
Please sign and date a copy of this letter to indicate your receipt hereof
and return a copy to us as soon as possible.
Very truly yours,
RED ZONE LLC
By /s/ Daniel M. Snyder
-------------------------------------
Name: Daniel M. Snyder
Title: Managing Member
Signed and Notarized Copy
Received By:
SIX FLAGS, INC.
By
----------------------------------------
Name:
Title:
Date:
-4-
STATE OF Virginia :
: SS.
COUNTY OF Loudoun :
BE IT REMEMBERED that, the undersigned, Daniel M. Snyder, personally
appeared before me, who being duly sworn, deposes and says:
1. I am the managing member of Red Zone LLC, and am duly
authorized to execute this letter on behalf of Red Zone LLC, which is the record
and beneficial owner of shares of Six Flags, Inc.
2. That the foregoing is Red Zone's letter of demand for the
inspection of designated Stocklist Materials of Six Flags, Inc. and that the
statements made in such letter are true and correct.
3. That the letter contains a designation of Morris, Nichols,
Arsht & Tunnell and Innisfree M&A Incorporated, and their respective partners,
associates and employees and any other persons to be designated by them, acting
together, singly or in combination as the undersigned's attorney or agent to
conduct such inspection, and that the foregoing and this verification are the
undersigned's power of attorney authorizing the foregoing persons to act on
behalf of the undersigned.
/s/ Daniel M. Snyder
-------------------------------------
Red Zone LLC
By: Daniel M. Snyder
Title: Managing Member
SWORN TO AND SUBSCRIBED BEFORE ME
this 28th day of September, 2005.
/s/ Tracey M. Peters
--------------------
Notary Public
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Dates Referenced Herein and Documents Incorporated by Reference
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